Zhiyi Xie
About Zhiyi Xie
Independent director of BTC Digital Ltd. since August 2021; age 46 (2025 proxy) / 45 (2024 proxy). He holds a bachelor’s degree in law from Xiangtan University (2000) and obtained a Lawyer’s Qualification Certificate (2000) and a Fund Qualification Certificate (2017). Professional background spans investment management and technology operations, including general manager roles in Shenzhen-based firms. Serves on all three standing board committees and chairs the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shenzhen Shenghongtao Technology Co., Ltd. | General Manager | Apr 2017 – present | — |
| Shenzhen Haiyue Huifu Investment Management Co., Ltd. | General Manager | 2016 – 2017 | — |
| Shenzhen Yipu Rui Venture Capital Co., Ltd. | Deputy General Manager | 2010 – 2015 | — |
| Shenzhen Dingchuan Investment Co., Ltd. | Investment Director | 2008 – 2010 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shenzhen Shenghongtao Technology Co., Ltd. | General Manager | Apr 2017 – present | Current external operating role; not disclosed as a public company directorship |
Board Governance
- Board tenure: Independent director since August 2021.
- Committee memberships and chair roles:
- Audit Committee: Member; committee comprised of Ye Ren (Chair), Zhiyi Xie, and Yuejun Jiang; all members independent under SEC/Nasdaq; all financially literate.
- Compensation Committee: Chair; members are Zhiyi Xie (Chair), Ye Ren, and Yuejun Jiang; all independent under Nasdaq.
- Nominating & Corporate Governance Committee: Member; committee reported as consisting of Zhiyi Xie, Ye Ren, and Yuejun Jiang; independence under Nasdaq affirmed.
- Independence: Board states committee members meet Nasdaq independence requirements (Audit, Compensation, Nominating).
- Attendance: “All incumbent directors attended at least 75%” of Board and committee meetings in 2024.
| Committee | Role | Chair | Independence / Expertise |
|---|---|---|---|
| Audit | Member | Chair: Ye Ren | Committee members independent; all financially literate. |
| Compensation | Chair | Chair: Zhiyi Xie | Members independent under Nasdaq. |
| Nominating & Corporate Governance | Member | — | Members independent under Nasdaq. |
Fixed Compensation
Per-director cash retainers, meeting fees, and chair fees were not itemized for 2024 or 2023. The company disclosed only group-level cash paid to directors and executive officers.
| Year | Cash Retainer ($) | Meeting Fees ($) | Committee Chair Fee ($) | Total Cash to Directors/Execs (Group) ($) | Notes |
|---|---|---|---|---|---|
| 2024 | Not disclosed | Not disclosed | Not disclosed | ~116,000 | Aggregate cash compensation to directors and executive officers as a group; no per-director breakdown. |
| 2023 | Not disclosed | Not disclosed | Not disclosed | 14,468 | Aggregate figure disclosed for directors and executive officers as a group; one legacy director (Jianlin Yu) showed fees of $14,468 in the non-employee director table; no line-item for Xie. |
- Pensions/retirement: “We do not pay or set aside any amounts for pensions, retirement or other benefits for officers and directors.”
Performance Compensation
No performance-based director equity awards were disclosed for Xie.
| Year | RSUs/PSUs (grant date / shares / fair value) | Options (strike / expiry / vesting) | Performance Metrics | Notes |
|---|---|---|---|---|
| 2024 | None disclosed for directors | Outstanding options disclosed for non-executive employees only | Not disclosed | Options table lists “All non-executive employees as a group” only; no director awards shown. |
| 2023 | None disclosed for directors | None disclosed for directors | Not disclosed | Non-employee director comp table showed no stock or options for the one listed director; no Xie line-item. |
- Equity incentive plan exists (2020 Plan), but award recipients/terms are at administrator discretion; no specific director grants to Xie were disclosed.
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Proxy bios list operating roles but no other public company directorships for Xie. |
- Compensation Committee interlocks: None disclosed.
Expertise & Qualifications
- Education: Bachelor’s in Law, Xiangtan University (2000); Lawyer’s Qualification Certificate (2000); Fund Qualification Certificate (2017).
- Domain expertise: Investment management and technology company operations (GM roles; investment and venture capital leadership).
- Board-relevant skills: Compensation committee leadership; member of audit (financial literacy affirmed at committee level); governance/nomination experience.
Equity Ownership
| As-of Date (Record) | Listed Beneficial Ownership | % of Outstanding Shares | Notes |
|---|---|---|---|
| July 1, 2024 | Not listed as a beneficial owner | Not listed | Ownership table shows no entry for Xie. |
| June 27, 2025 | Not listed as a beneficial owner | Not listed | Ownership table shows no entry for Xie. |
- Pledged shares: None disclosed.
- Section 16 compliance: Company states 2024 filing requirements were complied with by directors and officers.
Governance Assessment
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Positive indicators:
- Independent director serving since 2021 with roles across all three key committees; chairs Compensation Committee, indicating board confidence in governance oversight.
- Audit Committee membership with board-affirmed financial literacy at the committee level; Audit Chair distinct from Compensation Chair supports checks and balances.
- Attendance: met at least the 75% threshold in 2024 for board/committee meetings (as did all incumbents).
-
Potential concerns / red flags to monitor:
- Alignment: Xie is not listed as a beneficial owner in 2024 or 2025 tables, indicating no disclosed share ownership—often a weak alignment signal for investors if persistent.
- Transparency of director pay: The company does not itemize director compensation by individual (only group totals), limiting pay-for-performance analysis at the director level.
- Related-party environment: Company reports significant related-party balances/repayments with certain executives and affiliates (not involving Xie), warranting continued oversight by independent directors and the Audit/Compensation Committees.
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Conflicts/related-party exposure for Xie: None disclosed—Xie is not named among related parties in the transactions section.