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Xiao-Xiao Zhu

Director at AGRI
Board

About Xiao‑Xiao Zhu

Xiao‑Xiao J. Zhu is a New Director Designee appointed upon closing of the PIPE transaction; the Board approved committee assignments on November 9, 2025, placing him on the Audit and Nominating & Corporate Governance Committees . He is 38 years old and brings deep digital assets and financial services expertise as a Digital Operating Partner at KKR since April 2021, with prior leadership roles at BCG and BCG Digital Ventures; his education includes an MSc in Managerial Economics & Strategy (LSE), a BA in Philosophy & Economics (Humboldt University), and a Masters in Concert Piano (Berlin University of Arts) . His appointment was tied to the PIPE closing (November 5, 2025) and subsequent committee reconstitution .

Past Roles

OrganizationRoleTenureCommittees/Impact
KKRDigital Operating Partner; leads technology-driven value creation and global Digital Assets & Blockchain strategyApr 2021–present Led investments in crypto VCs (Dragonfly, Ethereal Ventures, ParaFi) and digital assets companies (Anchorage Digital); board-level transformation for portfolio companies (Axel Springer, GfK, Roompot Landal)
Boston Consulting Group (BCG)Consultant (London)Jan 2014–Apr 2021 Advised Fortune 500; management consulting foundation
BCG Digital VenturesGeneral Manager (London/Beijing)2016–2021 Founded/launched Heycar.co.uk (backed by VW & Daimler) and Tracr.com (backed by De Beers)

External Roles

OrganizationRole/ActivityNotes
KKR Digital AssetsStrategy leadDirected investments and strategic focus in digital assets; industry leadership
Anchorage Digital; Dragonfly Capital; Ethereal Ventures; ParaFiInvestor/ChampionLed investments in leading crypto/digital assets platforms and funds
Speaking & Thought LeadershipRegular speakerToken2049 Dubai, Blockworks DAS, FT Crypto Summit, Proof of Talk Paris, Out East Summit, AI Rush, London Tech Week, London City Week
Angel InvestmentsInvestorFuse Energy; Anagram (Solana Foundation President-founded)

Board Governance

ItemDetail
Board appointment timelineNew Director Designee to be appointed upon PIPE closing; Board committees reconstituted thereafter
Committees (approved Nov 9, 2025)Audit Committee: Dan Mendes (Chair), Xiao‑Xiao “Zu” (Zhu), Young Cho; Nominating & Corporate Governance Committee: Amy Griffith (Chair), Xiao‑Xiao “Zu” (Zhu), Matt Zhang
Committee independence frameworkCompany states Audit, Compensation, and N&CG Committees are comprised of independent directors; Audit Committee must include an “financial expert” per Item 407(d)(5)(ii)
Meeting cadence (historical 2024)Audit: 4 meetings; Compensation: 4; N&CG: 1 (pre‑PIPE; for context)

Note: The November 12, 2025 8‑K spells the surname as “Zu”; the 2025 DEF 14A uses “Xiao‑Xiao J. Zhu.” Committee membership is cited as filed .

Fixed Compensation

Compensation ElementProgram Detail
Cash retainer (historical 2024 non‑employee directors)Fees earned: Welch $106,250; Meekison $75,000; Levychin $73,750; Griffith $93,750; Goldwater $90,000; Honey $11,516 (context; prior board)
Equity typeRSUs (not options); directors do not typically receive onboarding grants; annual grants at committee discretion
RSU settlementAll RSUs granted to non‑employee directors are immediately vested and settled on grant date
Options to directorsNone issued; no other director equity award types disclosed
Program reviewCompensation Committee expected to reevaluate non‑employee director program upon PIPE closing

No Zhu‑specific compensation amounts were disclosed as of the filings reviewed; the company signaled program reevaluation post‑PIPE .

Performance Compensation

Metric CategoryDisclosure
Performance‑based director compensation metrics (e.g., TSR, EBITDA, ESG)None disclosed for directors; director equity is RSUs that immediately vest; no PSUs/options were disclosed

Other Directorships & Interlocks

Company/InstitutionRoleInterlock/Notes
Public company directorshipsNot disclosedNo public company board roles listed for Zhu in AGRI filings reviewed
Industry affiliationsDigital assets ecosystem (KKR; Anchorage; crypto VCs)Potential ecosystem overlap with other AGRI directors who have digital asset backgrounds (e.g., Matt Zhang, Hivemind) but no disclosed related‑party transactions tied to Zhu

Expertise & Qualifications

  • Digital assets and financial services operator with board‑level transformation experience (KKR Digital Operating Partner) .
  • Venture building and scaling expertise (BCG Digital Ventures; Heycar.co.uk; Tracr.com) .
  • Education: MSc (LSE), BA (Humboldt University), Masters in Concert Piano (Berlin University of Arts) .
  • Frequent speaker at leading digital assets and AI events, indicating network breadth and current domain knowledge .

Equity Ownership

  • Zhu’s individual beneficial ownership was not listed in the Security Ownership table as of September 19, 2025 (2,501,341 shares outstanding), which enumerated existing officers/directors but did not include the New Director Designees (Zhu, Cho, Mendes, Zhang) who were to be appointed upon PIPE closing .
  • Therefore, total shares, vested/unvested breakdown, options/warrants, and ownership guidelines compliance for Zhu are not disclosed in the filings reviewed .

Governance Assessment

  • Committee assignments place Zhu on Audit and N&CG—high‑leverage roles for oversight and director nomination—under charters requiring independence and governance rigor; Audit Chair is a different director (Mendes), and the company states committees are composed of independent directors, implying alignment with Nasdaq and Item 407 standards .
  • Compensation transparency specific to Zhu is pending; the company indicates a reevaluation of director pay post‑PIPE, with historical practice favoring immediately‑vested RSUs and cash retainers—minimal performance linkage for directors (watch for future program changes that could strengthen pay‑for‑governance alignment) .
  • Related‑party oversight framework is robust on paper (policy, independent N&CG review, recusal requirements), and recent related‑party disclosures involve legal services to other insiders; no transactions tied to Zhu were disclosed—monitor for potential conflicts if AGRI engages with entities in Zhu’s digital assets network (e.g., KKR or Anchorage) .
  • Attendance metrics for Zhu were not disclosed; historical committee meeting cadence suggests moderate activity pre‑PIPE. Post‑reconstitution effectiveness will depend on timely committee charters refresh and adherence to independence and financial expert requirements .

RED FLAGS / Watch Items

  • Program change risk: Director compensation structure under reevaluation post‑PIPE; scrutinize cash/equity mix, vesting, and any introduction of performance metrics or acceleration provisions .
  • Potential ecosystem conflicts: Shared industry networks across new directors (digital assets) without specific related‑party transactions disclosed; ensure continued compliance with Item 404 and recusal policies if AGRI contemplates transactions in that space .

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