Cosmo Jiang
About Cosmo Jiang
Cosmo Jiang (age 35) was elected to Solana Company’s (f/k/a Helius Medical Technologies, Inc.) Board of Directors on October 30, 2025; he earned a B.A. in Applied Mathematics from Harvard University in 2011 and brings a background in digital assets and public markets investing . His career spans Pantera Capital (General Partner & Portfolio Manager, since Aug 2023), Nova River Management (Founder & Managing Partner, since Jun 2022), Hitchwood Capital (Managing Director, 2015–2022), Apollo Global Management (Private Equity Associate, 2013–2015), and Evercore Partners (M&A Analyst, 2011–2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hitchwood Capital Management LP | Managing Director; led consumer and internet investments | Apr 2015–Jan 2022 | Sector leadership across consumer/internet; public markets expertise |
| Apollo Global Management | Private Equity Associate | 2013–2015 | PE transaction execution experience |
| Evercore Partners | M&A Analyst | 2011–2013 | M&A analytical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pantera Capital | General Partner & Portfolio Manager | Aug 2023–Present | Leads public markets and special opportunities platform |
| Nova River Management | Founder & Managing Partner | Jun 2022–Present | Digital-asset investment firm founder |
Board Governance
- Independence: The Board determined Mr. Jiang is not independent under Nasdaq listing standards, after reviewing relationships and transactions over the last three fiscal years .
- Committee assignments: As of the special meeting proxy, Audit, Compensation, and Nominating committees listed existing members; Mr. Jiang was not shown on any committee slate pending his election .
- Board leadership: Chair is Joseph Chee, who is not independent; the Board currently separates Chair and CEO roles, with the Chair providing oversight .
- Attendance (Board context): The Board met four times in 2024; directors serving in 2024 attended ≥75% of Board/committee meetings—Mr. Jiang was not yet on the Board in 2024 .
- Election results (shareholder support): Mr. Jiang received 21,737,666 votes “For” and 4,675 “Withheld”; quorum was 21,742,341 shares present/proxy .
| Proposal | Votes For | Votes Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Cosmo Jiang | 21,737,666 | 4,675 | 0 | 0 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $35,000 | Chairman receives $68,000 |
| Audit Committee Chair | $16,000 | Cash retainer |
| Audit Committee Member | $8,000 | Cash retainer |
| Compensation Committee Chair | $10,000 | Cash retainer |
| Compensation Committee Member | $5,000 | Cash retainer |
| Nominating & Governance Chair | $7,500 | Cash retainer |
| Nominating & Governance Member | $5,000 | Cash retainer |
| Non-employee director annual pay cap | $750,000; $1,000,000 if first appointed/elected mid-year | Includes cash plus equity grant-date fair value |
Performance Compensation
| Equity Component | Target Value/Mix | Vesting | Notes |
|---|---|---|---|
| Annual equity retainer | ~$50,000; 70% options, 30% RSUs | Options and RSUs vest 1/12 monthly | In 2024, RSUs were replaced with an equivalent option amount plus a cash payment equal to $50,000 minus option Black-Scholes value |
- Performance metrics tied to director compensation: None disclosed; director equity retainers are time-vested, not performance-contingent .
Other Directorships & Interlocks
- Other public company boards: None disclosed in Mr. Jiang’s biography .
- Interlocks/related-party exposure:
- Pantera Capital (where Mr. Jiang is GP/PM) received Strategic Advisor Warrants: 5,175,883 base warrants (equal to 7% of cash shares and pre-funded warrant shares) at $0.001 exercise price, plus additional performance warrants up to 3,697,059 shares tied to stapled warrant exercises; warrants are exercisable for five years post stockholder approval .
- Summer Wisdom Holdings Limited (controlled by Executive Chairman Joseph Chee) received 2,218,236 base warrants (3% of cash/pre-funded warrant shares) plus performance warrants on stapled warrant exercises .
- Stockholders approved issuance of shares upon exercise of both Strategic Advisor and Cryptocurrency warrants on Oct 30, 2025 .
Expertise & Qualifications
- Education: B.A., Applied Mathematics, Harvard University (2011) .
- Technical/industry: Digital assets, blockchain, public markets, technology investing; recognized industry leader per Board’s assessment .
- Financial acumen: Buy-side and PE/M&A experience across Pantera, Hitchwood, Apollo, Evercore .
Equity Ownership
- Director’s beneficial ownership: Not disclosed in the Oct 1, 2025 security ownership table, which predates his Oct 30, 2025 election .
- Notable holders influencing alignment/conflict:
- Pantera Capital beneficially owned 4,040,158 shares (9.99%) across funds and an individual, as of Oct 1, 2025 .
- Summer Wisdom/Solana Rocket and other investors held significant positions; Executive Chairman Chee beneficially owned 6,830,401 shares (16.95%) .
Governance Assessment
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Board effectiveness and independence: Mr. Jiang’s non-independence, coupled with a non-independent Chair, concentrates influence among parties tied to recent financing/advisory arrangements; committee independence (Audit, Compensation, Nominating) mitigates some risk, but Jiang’s committee role was not specified at election .
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Conflicts/related-party oversight: The company’s Related-Person Transactions Policy mandates Audit Committee review and director recusal for related-party deals, seeking arm’s-length terms; the strategic advisor and crypto warrant structures were put to shareholder vote, reducing execution risk yet still warrant close monitoring given Jiang’s Pantera affiliation .
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Compensation signals: Large discretionary executive cash bonuses via “Incentive Side Letters” (CEO $890,000; CFO $610,000) that offset future severance/benefits are shareholder-sensitive; while not directly tied to Mr. Jiang, they reflect the Board’s approach to pay and retention amidst financing events—important for governance context as Jiang joins the Board .
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RED FLAGS:
- Not independent under Nasdaq rules (affiliation with Pantera, a strategic advisor and significant shareholder) .
- Board Chair not independent; potential for aligned but concentrated control with Summer/Pantera warrant structures .
- Complex warrant programs and crypto-linked financing increase related-party and dilution risk (though stockholders approved issuances) .
Overall, Jiang brings capital markets and digital-asset expertise valuable to Solana Company’s evolving strategy; however, his non-independence and Pantera interlocks necessitate strong committee oversight, rigorous recusal, and transparent enforcement of the Related-Person Transactions Policy to maintain investor confidence .