Yupeng Guo
About Yupeng Guo
Founder and Acting Chief Financial Officer of BTC Digital Ltd. (BTCT); age 47. Education: EMBA, China Europe International Business School (2012); MBA, Shanghai Jiao Tong University (2007); Bachelor’s in trading and economics, Changchun University of Science and Technology (2000) . He is a founder of the company’s predecessor business (VIEs) and has served as Acting CFO, signing SOX 302 and 906 CFO certifications on BTCT’s FY2024 Form 20-F, underscoring his role as principal financial officer . The latest proxy and 20-F do not disclose TSR, revenue growth, or EBITDA growth metrics tied to his compensation; his pay in 2023–2024 consisted solely of modest base salary with no bonuses or equity awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BTCT / predecessor VIEs | Co-founder | 2006–present (founder since 2006) | Co-founded business; long-tenured senior manager contributing to strategic direction . |
| BTCT | Acting Chief Financial Officer | As of 2024–2025 | Serves as Acting CFO and Principal Financial Officer; executed SOX 302 and 906 certifications for FY2024 20-F . |
| Quanzhou School of King’s International | Director of Marketing | 2005–2006 | Early leadership experience in marketing prior to founding the business . |
External Roles
No external public company directorships or committee roles disclosed for Mr. Guo in the latest proxy or 20-F .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 31,626 | 36,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| Other Comp ($) | — | — |
| Total ($) | 31,626 | 36,000 |
Notes: “—” indicates not paid/disclosed. Named Executive Officers include CEO Siguang Peng and Acting CFO Yupeng Guo; no pension/SERP amounts are set aside for officers and directors .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | — | — | — | — | — |
| RSUs/PSUs | Not granted in 2023–2024 | — | — | — | — | — |
| Stock options | None reported for NEOs in 2023–2024 | — | — | — | — | — |
| Non-equity incentive plan | Not paid in 2023–2024 | — | — | — | — | — |
Company equity plan (2020 Plan) permits options/RSUs and sets general terms (max 5-year term; admin-determined vesting; transfer restrictions), but no individual award metrics or vesting schedules are disclosed for Mr. Guo .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % Outstanding | Ownership Detail | Vested vs. Unvested | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|---|
| Dec 31, 2024 (20-F base) | 5,599 | 0.09% (out of 6,434,040) | 1 share held directly; 5,598 via RG Education Investment Ltd. (BVI) controlled by Mr. Guo | Not disclosed | None reported | No pledging disclosed |
| June 27, 2025 (DEF 14A base) | 5,599 | 0.07% (out of 7,516,975) | Same breakdown as above | Not disclosed | None reported | No pledging disclosed |
- Section 16(a) compliance: Company states all 2024 director/executive beneficial ownership reports were filed; no missed filings disclosed .
- Outstanding options as of 12/31/2024 were held by non-executive employees as a group (209,753 options); none listed for Mr. Guo .
Employment Terms
- Executive employment agreements allow termination for cause at any time; executives may resign with 30 days’ prior written notice .
- Non-compete and non-solicit obligations apply during employment and typically for two years post-termination .
- No specific severance multiples, change-in-control triggers, or tax gross-ups disclosed in the proxy or 20-F; no accelerated vesting terms for Mr. Guo are described .
- Company adopted a clawback policy under Rule 10D-1/Nasdaq Rule 5608; no recoveries occurred in FY2024 .
Related Party Transactions and Funding Alignment
| Item | Amount | Period/As-of | Notes |
|---|---|---|---|
| Advances from Mr. Guo to Company | ~RMB 2.0 million (≈US$0.3m) | FY2022 | Company received advances; indicates insider financial support . |
| Outstanding balance due to Mr. Guo | US$0.3m | As of Dec 31, 2024 | Disclosed as liability to Mr. Guo in proxy and 20-F narrative . |
| Amounts due from Mr. Guo (current asset) | US$12k | As of Dec 31, 2024 | F-note shows receivable from Mr. Guo; classification differs by section . |
Observation: Filings disclose both a US$0.3m amount due to Mr. Guo and a small (US$12k) amount due from him as of 12/31/2024 across different sections; this may reflect timing or classification differences within the consolidated statements/notes .
Insider Trading and Selling Pressure
- The company states Section 16(a) beneficial ownership reporting compliance for FY2024; we did not find Form 4 transaction details for Mr. Guo in the proxy/20-F materials reviewed. No insider option grants to Mr. Guo are shown for 2023–2024, implying limited near-term vesting-related selling pressure .
Governance and Committees (context)
- Compensation Committee oversees executive compensation, employment agreements, and change-in-control protections; members are independent under Nasdaq rules .
- No director/officer legal proceedings involving Mr. Guo are disclosed .
Compensation Structure Analysis
- Year-over-year pay mix: Mr. Guo’s compensation remains entirely fixed cash; salary increased from $31,626 (FY2023) to $36,000 (FY2024), with no bonus, stock awards, options, or non-equity incentives reported, indicating minimal at-risk pay and no performance metric linkage in 2023–2024 .
- Equity incentives: None disclosed for Mr. Guo under the 2020 Plan in 2023–2024; outstanding options were held by non-executives, which reduces executive equity-alignment but also minimizes overhang from executive equity vesting .
- Clawback: Policy adopted per Rule 10D-1/Nasdaq Rule 5608; no recoupments in FY2024 .
Equity Plan Capacity and Potential Dilution (context)
- 2025 Extraordinary General Meeting sought to increase authorized share capital to 200,000,000 ordinary shares; board cites potential use for incentive plans, financings, and other corporate purposes, which may expand future equity compensation capacity (dilution risk depends on future issuance) .
Investment Implications
- Alignment: Founder status and prior personal advances to the company suggest commitment, but current ownership is small (0.07–0.09% depending on base), and no recent equity grants to Mr. Guo reduce direct pay-for-performance alignment .
- Retention risk: Employment terms show at-will flexibility with only a 30-day notice and post-termination non-compete/non-solicit restrictions; absence of disclosed severance/CIC economics could represent lower retention costs for the company but also fewer retention hooks for the executive .
- Selling pressure: No reported RSUs/options for Mr. Guo in 2023–2024 and no identified Form 4 activity in the reviewed filings point to limited vesting-driven overhang from his holdings; pledged shares are not disclosed .
- Governance safeguards: Clawback policy is in place; Compensation Committee oversight consistent with Nasdaq requirements; however, the compensation structure’s lack of performance metrics may limit incentives tied to TSR or operating performance .
- Related party dynamics: The company’s historical reliance on insider advances (including Mr. Guo) and the outstanding balance disclosures merit monitoring; classification differences across sections suggest attention to related-party balances in future filings .