Bill Xiong
Bit DigitalAbout Bill Xiong
Jiashu (Bill) Xiong, age 34, has served on BTBT’s Board since October 13, 2023; he is also IT Director at Bit Digital Canada, Inc., receiving an annual salary of $68,000 . He holds a bachelor’s degree in Computer Science and Software Engineering from the University of Victoria and has been active in open-source development since 2007; prior roles include IT Manager for Agricultural Bank of China’s Canada (Feb 2017–Mar 2023) and advisor to various SaaS projects . The Board’s independence review identifies independent directors as Zhaohui Deng, Ichi Shih, and Brock Pierce—Xiong is not listed as independent (consistent with his employee status) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bit Digital Canada, Inc. | IT Director | Effective in 2023; annual salary $68,000 | Technology operations support for BTBT (employee-director dual role) |
| Agricultural Bank of China’s Canada | IT Manager | Feb 2017–Mar 2023 | Managed IT functions; banking technology experience |
| Various SaaS startups | Advisor | Not dated; disclosed as “advises numerous SaaS projects” | Product/technology advising |
| Open-source projects | Developer | Active since 2007 | Software/community development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Not on Audit, Compensation, or Nominating/Corporate Governance; those committees comprise Deng, Shih, and Pierce (Shih chairs Audit; Deng chairs Compensation and Nominating) .
- Independence: Not independent (Board lists independent directors as Deng, Shih, Pierce) .
- Attendance: Board met 8 times in 2024; all directors at the time attended at least 75% of meetings .
- Lock-up engagement: Listed as a lock-up party in the 2025 proposed convertible notes offering .
- Director indemnification: Company has indemnity agreements with each director .
- Duties: Cayman law fiduciary, statutory, and common law duties apply, including duty to avoid conflicts of interest .
| Governance Attribute | Status/Detail |
|---|---|
| Board service start date | Oct 13, 2023 |
| Independence status | Not independent (employee-director) |
| Audit Committee | Not a member |
| Compensation Committee | Not a member |
| Nominating & Corporate Governance Committee | Not a member |
| Board meeting attendance (2024) | ≥75% by all directors at the time |
| Lock-up party (2025 offering) | Yes |
| Indemnification agreement | Yes (Company entered indemnity agreements with directors) |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual director retainer (cash) | $4,000 |
| Committee membership fees | $0 (not on committees) |
| Committee chair fees | $0 |
| Meeting fees | Not disclosed (no per-meeting fees disclosed) |
| Equity awards (RSUs/DSUs) | $0 |
Notes:
- Director Agreement: Cash compensation $4,000 per year paid quarterly; separate employment salary of $68,000 as IT Director at Bit Digital Canada, Inc. .
Performance Compensation
- No performance-based director awards (RSUs/PSUs tied to metrics) disclosed for Xiong in 2024; equity awards show $0 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Shared directorships with key suppliers/customers | None disclosed |
| Non-profit/academic boards | Not disclosed |
Expertise & Qualifications
- Technical background in computer science/software engineering; open-source developer since 2007; IT leadership roles in banking and crypto infrastructure .
- Operates within BTBT’s technology stack as IT Director (Bit Digital Canada), implying hands-on infrastructure/fleet operations knowledge .
Equity Ownership
| Metric | Apr 3, 2025 | Jul 18, 2025 |
|---|---|---|
| Ordinary Shares Beneficially Owned (Number) | — (none) | — (none) |
| Percentage of Class | — | — |
| Preference Shares Held (Number) | — | — |
| Voting Power % | — | — |
Footnotes:
- Outstanding shares: 182,758,047 Ordinary Shares at Apr 3, 2025 ; 319,965,103 Ordinary Shares at Jul 18, 2025 .
- Anti-hedging/anti-pledging policy prohibits hedging or pledging Company stock for directors, officers, and employees .
Governance Assessment
- Independence and conflicts: Xiong is a salaried employee (IT Director at Bit Digital Canada, Inc., $68,000) while serving on BTBT’s Board; the Board did not classify him as independent—this dual role is a material independence concern and potential conflict channel between management and board oversight. RED FLAG .
- Alignment: No reported share ownership and no 2024 director equity awards; extremely low “skin in the game” and pay-at-risk for director role. RED FLAG .
- Board effectiveness: No committee memberships (Audit/Comp/Nominating), limiting direct involvement in key governance functions (audit oversight, pay policy, nominations) .
- Attendance/engagement: Minimum attendance threshold met (≥75% by all directors in 2024), but individual-level attendance detail not separately disclosed .
- Policies and protections: Anti-hedging policy in place ; clawback policy adopted Nov 23, 2023 (executive-focused) ; director indemnification agreements in place .
- Offering lock-up participation: Named among lock-up parties in 2025 financing process, signaling willingness to align with capital markets process constraints .
Overall implication for investors: The employee-director structure and lack of director equity ownership reduce perceived independence and alignment, increasing governance risk. Mitigants include formal anti-hedging and clawback frameworks, but absence from key committees and zero ownership are notable investor confidence headwinds .
