Joseph Chee
About Joseph Chee
Joseph Chee is Executive Chairman of the Board at Solana Company (f/k/a Helius Medical Technologies, Inc.) since September 18, 2025; the Board has determined he is not independent under Nasdaq rules and he serves as non‑independent Chair separate from the CEO role . On October 30, 2025, a subsidiary (Solana Company HK) entered into an Employment Agreement with Chee that provides executive compensation (base salary, bonus) in addition to his Executive Chairman Agreement . He holds advanced degrees including a Doctorate in applied finance (University of Geneva), an EMBA (Tsinghua), an MBA (NYU), and a BS in mechanical engineering (Stevens Institute of Technology) . As of October 1, 2025, he beneficially owned 6,830,401 shares (16.95% of shares outstanding), indicating significant alignment with stockholders .
Board service history and governance implications:
- Board service: Executive Chairman since Sep 2025; term to the 2026 annual meeting; not independent .
- Committee roles: The three standing committees (Audit, Compensation, Nominating & Corporate Governance) are chaired by independent directors; Chee is not listed as a committee member .
- Dual-role implications: Non‑independent Chair with separate CEO structure; Board cites this separation as enhancing oversight; however, Chair non‑independence elevates governance risk and necessitates robust independent committees and oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS AG | Head of Investment Banking and Head of Global Capital Markets, Asia | 2000–2017 | Led capital markets and IB across Asia; deep capital formation expertise relevant to financing strategy |
| Summer Capital Limited | Founder & Chairman | Aug 2017–present | Early-growth investor in fintech, blockchain, consumer tech, healthcare; informs digital asset strategy and capital allocation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMINA Bank AG (FINMA-regulated crypto bank) | Vice Chairman | Apr 2020–present | Bridges TradFi and digital assets; domain expertise for company’s digital asset treasury initiative |
| Summer Healthcare Fund, L.P. | Founder | Feb 2021–present | Healthcare/biotech investing; network for partnerships/pipeline |
| Summer Everest Ecosystem Fund, L.P. | Founder | Sep 2023–present | Blockchain ecosystem and fintech focus; potential strategic synergies |
Fixed Compensation
| Component | Amount/Terms | Effective Date(s) | Notes |
|---|---|---|---|
| Base Salary | $525,000 per year | Oct 30, 2025 | Employment Agreement with Solana Company (Hong Kong) Limited; annually reviewed |
| Sign-on Cash Bonus | $61,250 | Oct 30, 2025 | In consideration of work from Sep 18, 2025 to Oct 30, 2025 |
Non‑employee director compensation policy (cash retainers, committee fees, equity retainer) applies to non‑employee directors; as Executive Chairman and executive, Chee’s compensation is governed by his agreements rather than the standard non‑employee director schedule .
Performance Compensation
| Incentive Type | Target/Grant | Metric(s) | Actual/Payout | Vesting/Conditions |
|---|---|---|---|---|
| Annual Cash Bonus | Target of 100% of base salary | Discretionary (no specific metrics disclosed) | Not disclosed | Determined annually; Employment Agreement |
| RSU Equity Award (Executive Chairman Agreement) | RSUs equal to 1% of Cash Shares + Pre‑Funded Warrant Shares issued in the Offerings, plus 0.5% of the shares underlying Stapled Warrants; calculated at 1,109,118 RSUs | Service related to implementing digital asset treasury | Not disclosed | Subject to stockholder approval of increase in 2022 EIP shares; RSUs subject only to the same restrictions as pre‑funded/stapled warrants, if applicable |
| Additional RSU Award (post‑exercise) | Additional RSUs equal to 0.5% of Cash Stapled Warrants exercised (within 10 business days of exercise) | Triggered by investor cash exercises of Stapled Warrants | Not disclosed | Same plan approval condition; restrictions mirror underlying instruments where applicable |
The Compensation Committee administers the company’s clawback policy (Policy for the Recovery of Erroneously Awarded Compensation) and oversees compensation risk; no specific Chee KPI weightings were disclosed .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial Ownership | 6,830,401 shares; 16.95% of class as of Oct 1, 2025 |
| Shares Outstanding (reference) | 40,299,220 as of Oct 1, 2025 |
| Ownership Breakdown | Table methodology attributes beneficial ownership to shares and derivatives exercisable/vestable within 60 days; specific Chee footnote breakdown not provided in excerpts |
| Hedging/Pledging | Insider Trading Policy prohibits hedging/monetization transactions; excerpts reviewed do not explicitly state pledging prohibitions |
| Stock Ownership Guidelines | Not disclosed in excerpts for executives/directors (no specific multiples or compliance status found) |
| Potential Dilution/Related Party | Summer Wisdom Holdings Limited (“Summer”), controlled by Chee, received Strategic Advisor Warrants: Base 2,218,236 warrants (3% of Cash+Pre‑Funded Warrant Shares) and eligible for additional Performance Warrants tied to Stapled Warrant exercises, with exercise price $0.001, term 5 years, cashless exercise, share‑settled; exercisable only upon stockholder approval; unvested terminate at expiry |
Employment Terms
| Agreement | Term/Scope | Economics | Termination/COC | Other Terms |
|---|---|---|---|---|
| Executive Chairman Agreement (Sep 18, 2025) | One‑year term from Effective Date; Board member until next annual meeting; duties include implementing digital asset treasury | Equity RSUs as specified above; expense reimbursement; D&O indemnification | Upon termination, compensation/expenses through termination; no severance specified in excerpt | May engage in other activities if no conflict; non‑competition with Company without approval; access to books/records |
| Employment Agreement (Oct 30, 2025) with Solana Company HK | Executive employment | $525,000 base; $61,250 sign‑on; target annual bonus 100% of base; additional incentives per separate grant letter | Severance/COC terms not disclosed in the 8‑K summary excerpt | Standard indemnification agreement also referenced at director appointment; amended and restated indemnification agreements in Sep 2025 for directors and officers |
Board Governance Summary
- Structure and Independence: Chee serves as non‑independent Chair; board cites separation of Chair and CEO as current leadership structure .
- Committees (2024–2025): Audit (Chair: Paul Buckman; all members independent; 5 meetings in 2024), Compensation (Chair: Edward M. Straw; all independent; 1 meeting in 2024), Nominating & Corporate Governance (Chair: Sherrie Perkins) .
- Attendance: The board met four times in 2024; each then‑serving director attended ≥75% of meetings (Chee was not yet a director in 2024) .
Related Party Transactions (Key)
- Strategic Advisor Agreement (Sep 15, 2025): Company engaged Pantera and Summer (controlled by Chee) as strategic advisors on crypto technology; Summer received Strategic Advisor Warrants (Base and Performance) at $0.001 strike, five‑year term, cashless, share‑settled, exercisable only upon stockholder approval under Nasdaq Rule 5635(a). Failure to obtain approval renders these warrants non‑exercisable .
- Executive Chairman Agreement (Sep 18, 2025): RSU awards to Chee sized as a percentage of securities issued in Offerings and future Cash Stapled Warrant exercises; subject to stockholder approval of share increase under the 2022 EIP .
Risk Indicators & Red Flags
- Non‑independent Chair: Concentration of influence at board level; mitigated by independent committee leadership .
- Related Party Equity Economics: Summer (controlled by Chee) granted deeply in‑the‑money ($0.001) warrants contingent on stockholder approval; structure could create perceived conflicts and dilution risk if approved .
- Compensation Metric Opacity: Employment Agreement provides a 100% target bonus but does not disclose specific performance metrics, reducing pay‑for‑performance transparency .
- Governance Controls: Company maintains an insider trading policy with hedging prohibitions and pre‑clearance/blackouts, and a clawback policy administered by the Compensation Committee .
Investment Implications
- Alignment and Control: Chee’s 16.95% beneficial stake signals strong alignment and potential influence over strategic direction and capital allocation .
- Dilution/Approval Watch: Shareholder votes on (i) plan share increases enabling Chee’s RSU grants and (ii) exercisability of Strategic Advisor Warrants are key catalysts; approval would unlock meaningful incremental equity to Chee/Summer, potentially impacting float and future selling pressure dynamics .
- Execution Focus: His mandate explicitly includes implementing a digital asset treasury; his AMINA/Summer background suggests capability, but execution entails regulatory/market risks; compensation tied to Offerings‑based instruments and Stapled Warrant activity partly shifts incentives toward financing outcomes over operating KPIs unless further metrics are adopted .
- Governance Monitoring: Non‑independent Chair structure elevates the importance of robust independent committees; investors should monitor committee oversight, related‑party transaction approvals, and any future changes to Chee’s employment or equity terms .
Note: Information reflects disclosures in the company’s 8‑Ks (Sep 18, 2025; Nov 5, 2025), PRE 14A (Oct 2, 2025), and DEF 14A (Oct 14, 2025). Specific severance/COC economics, pledging policy, and detailed KPI weightings were not disclosed in the excerpts reviewed.