Siguang Peng
About Siguang Peng
Siguang Peng is founder, Chief Executive Officer, and a director of BTC Digital Ltd. and has served in these roles since inception; he is 47 years old, holds an EMBA from China Europe International Business School (2011) and a bachelor’s degree in international economics and trading from Changchun University of Science and Technology (2000) . Under his tenure, BTCT pivoted to crypto mining, mining 99.7607 BTC in 2023 with a network hash rate of 213 PH/s, alongside resale and rental operations; total 2023 crypto revenues were disclosed at $9.1M with a net loss of $2.8M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Quanzhou School of King’s International | Director of Teaching Department; Principal | 2004–2006 | Educational operations leadership prior to founding BTCT’s legacy business |
| BTCT legacy (former VIEs) business | Founder | 2006– | Founded the predecessor education business later unwound; subsequently pivoted company strategy to crypto mining |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships or committee roles disclosed for Peng in filings reviewed |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base salary | $10,200 | $60,000 |
| Target bonus % | Not disclosed | Not disclosed |
| Actual bonus paid | — (none disclosed) | — (none disclosed) |
| Stock awards (grant-date fair value) | — (none disclosed) | — (none disclosed) |
| Option awards (grant-date fair value) | — (none disclosed) | — (none disclosed) |
| Non-equity incentive comp | — (none disclosed) | — (none disclosed) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | No performance plan metrics or payouts disclosed for CEO in 2023–2024; no PSU/RSU or option grants for CEO disclosed |
- Equity awards outstanding: 2025 proxy lists option awards to non-executive employees as a group (209,753 options granted Mar 19, 2024), not to executives; prior proxy showed outstanding options to non-executive employees as a group (730,805 as of Dec 31, 2023) .
Equity Ownership & Alignment
| As-of date | Shares beneficially owned | Ownership % | Direct/Indirect holding detail | Notes |
|---|---|---|---|---|
| Jul 1, 2024 (2,610,785 shares o/s) | 10,936 | 0.42% | Held via AP Education Investment Limited (BVI), wholly owned/controlled by Peng | No different voting rights; no control arrangements disclosed |
| Dec 31, 2024 (6,434,040 shares o/s) | 10,936 | 0.17% | Held via AP Education Investment Limited (BVI), wholly owned/controlled by Peng | — |
| Jun 27, 2025 (7,516,975 shares o/s) | 10,936 | 0.15% | Held via AP Education Investment Limited (BVI), wholly owned/controlled by Peng | — |
Additional alignment and policy points:
- Hedging/pledging/margin strictly prohibited for all insiders (no short sales; no derivative transactions; no hedging; no holding in margin or pledging as collateral) under BTCT Insider Trading Policy .
- Stock ownership guidelines: not disclosed in reviewed filings .
- Vested vs unvested shares/options for Peng: not disclosed; no CEO equity awards outstanding shown in proxy tables .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Executive agreements for a specified term; terminable for cause at any time. Executives may resign with 30 days’ prior written notice |
| Non-compete / Non-solicit | During employment and typically for two years post-termination |
| Confidentiality/IP | Strict confidentiality obligations on proprietary and third-party information |
| Severance provisions | Not disclosed (no multiples or definitions provided) |
| Change-of-control | Not disclosed (no single/double-trigger terms provided) |
| Clawback policy | Not disclosed (separate from Insider Trading Policy) |
Board Governance and Service
- Board composition and roles: Board comprises Siguang Peng (CEO and Director), Xu Peng (Chairman), and independent directors Ye Ren, Zhiyi Xie, and Yuejun Jiang; the Chairman is separate from the CEO role .
- Committees: Audit (Ren, Xie, Jiang; Chair: Ren), Compensation (Xie, Ren, Jiang; Chair: Xie), Nominating & Corporate Governance (Ren, Xie, Jiang) .
- Independence: Independent directors are Ren, Xie, and Jiang per Nasdaq criteria; committees comprised of independent directors .
- Meeting attendance: All incumbent directors attended at least 75% of aggregate Board and committee meetings during 2024 .
- Director compensation (context): Aggregate cash compensation paid to directors and executive officers as a group was ~$116k in FY2024; in FY2023, non-employee director Jianlin Yu received $14,468 (no broader director equity program disclosed) .
Performance & Track Record (Company under Peng’s tenure)
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Bitcoins mined (BTC) | 84.9638 | 99.7607 |
| Average BTC sold price (USD) | $25,295 | $27,078 |
| Network hash rate at year-end | 140 PH/s | 213 PH/s |
| Mining revenue (USD) | $2.4M | $2.9M |
| Mining machine resale revenue (USD) | $8.82M | $5.5M |
| Mining machine rental revenue (USD) | $0.62M | $0.3M |
| Total crypto revenue (disclosed) | — | $9.1M; net loss $2.8M |
- Strategic/development highlights: Company pivoted from legacy education VIEs (terminated in 2022) to U.S.-based bitcoin mining; owned 2,021 miners as of Dec 31, 2023; participates in BTC.com and F2Pool mining pools .
- Capital actions and dilution context: 2024 proxy sought approval to issue up to 600,000 shares in non-public offerings (<=$6.0M proceeds) ; 2025 proxy called an EGM to increase authorized share capital to 200,000,000 ordinary shares (from 25,000,000), highlighting potential future equity issuance flexibility .
Related Party Transactions (context)
- Related parties include Mr. Siguang Peng, Mr. Yupeng Guo, Mr. Jishuang Zhao, and Met Chain Co., Limited .
- 2024 movements: Repayments in 2024 included $2.4M to Mr. Zhao and $1.8M to Met Chain; year-end 2024 amounts due outstanding: $0.3M to Mr. Guo, $2.0M to Mr. Zhao, $2.0M to Met Chain .
Risk Indicators and Policies
- Legal proceedings: Filings report no disqualifying legal proceedings for directors/executive officers in the past ten years (as disclosed) .
- Internal controls: Material weaknesses identified (insufficient trained finance personnel; approval mechanism and authorization reviews deficiencies), with remediation plans underway .
- Insider trading policy: Prohibits short sales, derivatives, hedging, and pledging/margin—reducing misalignment and forced-sale risks from margin calls .
Investment Implications
- Pay-for-performance: CEO compensation is predominantly low fixed cash pay with no disclosed annual bonus targets, no disclosed performance equity, and no pay-versus-performance metrics, indicating limited formal pay-performance linkage in disclosed periods .
- Selling pressure/vesting: No CEO equity awards or vesting schedules disclosed; combined with strict prohibitions on hedging/pledging, near-term insider selling pressure driven by vesting or margin appears limited based on filings; however, lack of ownership guidelines and small beneficial stake (~0.15–0.42% across dates) may constrain alignment magnitude .
- Retention/contract risk: Employment terms include two-year non-compete/non-solicit and 30-day resignation notice; absence of disclosed severance/CIC protections makes retention economics under stress or M&A scenarios unclear .
- Governance: Separate Chairman/CEO roles and fully independent key committees are positives for oversight; board attendance exceeded the 75% threshold .
- Dilution/financing: The company has sought shareholder approvals for new share issuances (2024) and a large authorized share increase (2025), signaling reliance on equity financing to fund strategy—potentially dilutive to all holders, including management’s small stake .
Overall: Disclosures show conservative cash-based CEO pay, minimal disclosed performance incentives, and a small equity stake alongside strong anti-hedging/pledging rules. Governance structure is standard with independent committees and a separate Chair. Investors should monitor future proxy/8-K disclosures for any introduction of performance-based equity, ownership guidelines, or severance/CIC terms that would clarify incentive alignment and retention economics, as well as capital raises that may dilute insider and shareholder positions .