Song Tai
About Song Tai
Independent director of Professional Diversity Network, Inc. (IPDN), recorded as “Tai Song” in the company’s September 25, 2025 S-1 signatures and appointed Compensation Committee chair on November 5, 2025 . Independence indicators include disclosure of no related-party transactions involving Mr. Tai since the beginning of the last fiscal year and no family relationships with directors or officers . Tenure milestones: S-1 signature as director dated September 25, 2025 ; committee chair appointment effective November 5, 2025 . Age and educational background are not disclosed in company filings.
Past Roles
Not disclosed in company filings. No biography or prior employment history for Song Tai/Tai Song was provided in IPDN’s proxy statements, 10-Qs, 8-Ks, S-1, or DEF 14C .
External Roles
Not disclosed in company filings. No other public company directorships or external roles for Song Tai/Tai Song were identified in the S-1 signatures or other filings .
Board Governance
- Committee leadership: Appointed chairperson of the Compensation Committee effective November 5, 2025 .
- Independence and conflicts: Company states no arrangements/understandings for selection; no family relationships; and no related-party transactions requiring disclosure for Mr. Tai .
- Board composition changes around the same period: Audit Committee chair was appointed separately (Dr. Sze Lok Patrick Wong) on October 2, 2025 .
- Attendance: No director-specific attendance for 2025 disclosed yet; 2024 board members each attended at least 75% of meetings, but Song Tai was not on the board then .
Committee Assignments
| Committee | Role | Effective Date | Citation |
|---|---|---|---|
| Compensation | Chair | Nov 5, 2025 | |
| Audit | None disclosed for Song Tai | — | — |
| Nominating & Governance | None disclosed for Song Tai | — | — |
Fixed Compensation
Director compensation framework shows a mix of cash retainers and equity grants. 2024 program (as disclosed in the 2025 DEF 14A) and subsequent updates in late 2025 include:
| Component | Amount/Terms | Notes | Citation |
|---|---|---|---|
| Annual board cash retainer (2024) | $5,000 | Non-employee directors | |
| RSU grant (2024) | $25,000 | RSUs vest after one year | |
| Audit Committee member (2024) | $1,000 | Additional retainer | |
| Audit Committee Chair (2024) | $4,000 | Additional retainer | |
| Compensation Committee member (2024) | $500 | Additional retainer | |
| Compensation Committee Chair (2024) | $1,000 | Additional retainer | |
| Nominating & Governance member (2024) | $500 | Additional retainer | |
| Nominating & Governance Chair (2024) | $1,000 | Additional retainer | |
| Independent director monthly retainer (Nov 2025) | $3,000 per month | Applied to newly appointed independent director; indicates updated program level |
Implications: As Compensation Committee chair, Song Tai would be eligible for committee chair fees under the 2024 program and may be subject to the updated monthly retainer framework adopted by late 2025, though his specific cash/equity grants have not been disclosed individually .
Performance Compensation
For directors, equity compensation has been disclosed as time-based RSUs (not tied to performance metrics):
| Metric/Instrument | Design | Vesting | Citation |
|---|---|---|---|
| RSUs (Directors, 2024 program) | Time-based | Vest after one year |
No performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director equity awards. Committee chair roles do not carry performance-linked pay in disclosed policies .
Other Directorships & Interlocks
| Organization | Role | Tenure | Committees/Notes | Citation |
|---|---|---|---|---|
| Professional Diversity Network, Inc. | Director | As of Sep 25, 2025 | Compensation Committee Chair (as of Nov 5, 2025) |
No other public or private boards for Song Tai/Tai Song are disclosed; no disclosed interlocks with competitors, suppliers, or customers .
Expertise & Qualifications
Not disclosed in filings. No education, credentials, or “financial expert” designation provided for Song Tai/Tai Song .
Equity Ownership
As of September 21, 2025 (DEF 14C record date), beneficial ownership indicates no reported holdings for “Tai Song, Director”:
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes | Citation |
|---|---|---|---|---|
| Tai Song (Director) | 0 | 0.00% | No holdings disclosed on DEF 14C table | |
| Shares Outstanding (reference) | 4,105,369 | — | Outstanding common stock at record date |
Alignment: No disclosed ownership stake or RSUs for Song Tai as of the DEF 14C record date; ownership guidelines for directors are not disclosed in filings .
Governance Assessment
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Strengths:
- Compensation Committee chaired by an independent director as part of board refresh; no related-party transactions or family ties disclosed for Mr. Tai, reducing conflict risk .
- Director compensation mix includes equity (RSUs), supporting alignment; structured committee retainers emphasize formal responsibilities .
-
Watch items and potential red flags:
- Disclosure inconsistency: Form D lists “Song, Tai” among related persons with “Executive Officer” checked, while other filings treat him as an independent director; this classification inconsistency should be clarified (could be a filing artifact but merits follow-up) .
- Rapid committee composition changes in 2H 2025 (new audit chair; new independent director; compensation chair shift) suggest evolving governance—investors should monitor stability and attendance when 2025/2026 proxies are filed .
- Director compensation framework appears to have shifted to a $3,000 monthly retainer for new independents in late 2025, differing from 2024 annual/committee schedule; the absence of a director-specific compensation disclosure for Song Tai limits transparency until the next proxy .
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Independence and engagement:
- Independence indicators strongly positive (no related-party disclosure; committee leadership role), but attendance for 2025 has not been reported; monitor future proxies for meeting attendance and engagement metrics .
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Related-party exposure:
- None disclosed for Song Tai/Tai Song; company’s related-party review is under Audit Committee charter .
Overall: Appointment of an independent Compensation Committee chair strengthens governance oversight of executive pay. Clarification of Form D “executive officer” designation and publication of director-specific compensation and attendance for 2025 would further bolster investor confidence .