Xun Wu
About Xun Wu
Xun Wu (age 65) was appointed Chief Executive Officer and Principal Executive Officer of Professional Diversity Network, Inc. effective July 22, 2025; he previously served as Chief Editor at Wenzhou News Media Center (2011–2025) and Editor (1995–2011), and began his career as a typesetting/printing technician at Wenzhou Daily Printing Factory; he holds a B.A. in Chinese Language and Literature (Wenzhou Normal University) and advanced training in electronic publishing systems (Peking University) . During his initial tenure, he executed corporate filings and transactions including the Q3 2025 10-Q CEO certifications, an information statement and financing agreements, and company press filings (e.g., Japanese subsidiary PR), indicating early involvement in financing and corporate development . Company fundamentals over FY 2022–FY 2024 showed declining revenue with improved EBITDA in 2024 versus 2023, which provide context for incentive design and pay-for-performance alignment under his leadership transition (see table below; values from S&P Global).
Past Roles
No prior positions at IPDN were disclosed for Mr. Wu before his appointment as CEO on July 22, 2025 .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wenzhou News Media Center | Chief Editor | 2011–2025 | Led editorial team, policies, and major projects; senior managerial oversight |
| Wenzhou News Media Center | Editor | 1995–2011 | Managed daily news content and layout; enforced editorial standards |
| Wenzhou Daily Printing Factory | Typesetting & Printing Technician | Not disclosed | Technical production foundation in publishing/printing workflows |
Fixed Compensation
| Element | Terms | Notes |
|---|---|---|
| Base salary | Paid in shares of IPDN common stock with aggregate fair market value of $100,000 per year, determined on date of each grant | Employment agreement term is 12 months starting July 22, 2025 |
| Cash salary | Not specified | Agreement specifies stock-delivered base; no separate cash base disclosed |
| Target bonus | Not specified | No annual bonus specified apart from base in shares |
| Benefits | Standard executive participation as applicable | Not detailed in the 8-K summary for Mr. Wu |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting/Timing | Source/Notes |
|---|---|---|---|---|---|---|
| Annual cash/stock bonus | Not specified | Not specified | Not specified | Not specified | Not specified | Mr. Wu’s agreement does not set a bonus structure beyond base in shares |
| Company-wide NEO metrics (context) | Discretionary | Revenue, EBITDA, adjusted EBITDA, net income (examples) | N/A | N/A | N/A | Committee uses such metrics for NEOs; no specific 2025 CEO targets disclosed |
No option/RSU grant for Mr. Wu is disclosed beyond base salary shares. No award number, dates, or vesting schedules are specified in his agreement .
Equity Ownership & Alignment
- Beneficial ownership: Not disclosed in 2025 proxy tables (pre-appointment) and no Section 16 ownership figures were found in the provided materials for Mr. Wu .
- Pledging/hedging: Not disclosed for Mr. Wu in provided documents .
- Ownership guidelines: Not disclosed in the 2025 proxy for executives .
- Form of indemnification: Company filed a standard Director and Executive Officer indemnification agreement on July 22, 2025 (form exhibit) .
- Implication: Salary paid in stock aligns incentives to equity performance and conserves cash, but periodic issuance can create potential selling overhang if shares are sold for liquidity/taxes; no lock-up/pledging details disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Start date / Term | Effective July 22, 2025; 12-month term unless earlier terminated |
| Base salary | Shares of common stock equivalent to $100,000 FMV per year |
| Without cause termination | Entitled to base salary earned and unpaid prior to termination |
| Change-of-control (CIC) | If employment is terminated upon a merger, consolidation, or sale of substantially all assets: (1) lump sum cash equal to 12 months of base salary; (2) lump sum cash equal to pro-rated target annual bonus for the prior year; (3) immediate vesting of 100% of unvested equity awards (as applicable) |
| Non-compete / Non-solicit | 1 year post-termination non-compete and non-solicit; includes restrictions on joining/servicing a “Competitor” and soliciting company clients/employees |
| Confidentiality / IP | Robust confidentiality and company property provisions, surviving termination |
| Clawback | Not specified in the agreement |
| Garden leave / consulting | Not disclosed |
| Indemnification | Company’s standard indemnification agreement for directors and executive officers filed as Exhibit 10.3 (form) – |
| Governing law | Illinois; arbitration for certain disputes (director agreement form shows JAMS arbitration; CEO agreement sets IL law) |
Performance & Company Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 8,314,088* | 7,699,037* | 6,730,605* |
| EBITDA ($) | (3,258,079)* | (3,974,054)* | (2,302,094)* |
| Net Income ($) | (2,602,722)* | (4,311,299)* | (2,511,965)* |
| Cash from Operations ($) | (2,251,298)* | (3,026,928)* | (2,501,450)* |
| Values retrieved from S&P Global.* |
Additional governance and capital actions during Mr. Wu’s early tenure:
- Signed CEO certifications on Q3 2025 Form 10-Q and Section 1350 certifications .
- Executed a Streeterville Capital financing facility (pre-paid purchase/SPA) and related agreements/letters; oversaw shareholder information statement and authorized share capital increase process .
- Signed 8-K establishing a Japanese subsidiary (PR exhibit) .
- Signed Form D as CEO for an exempt offering on September 24, 2025 .
Investment Implications
- Alignment and cash conservation: Paying base salary entirely in stock enhances alignment with shareholders and reduces cash burn—positive for liquidity but potentially dilutive; absence of explicit lock-ups could create selling pressure if shares are monetized .
- Retention and protection: One-year term with 1-year non-compete/non-solicit and standard confidentiality covenants supports retention and IP protection; CIC terms include a 1x cash multiple plus accelerated vesting upon termination in connection with a transaction (a double-trigger construct) .
- Performance linkage: The company historically uses revenue/EBITDA/net income in discretionary assessments for NEOs, but Mr. Wu’s agreement lacks explicit performance targets—investors should monitor Board disclosures in the next proxy for 2025/2026 targets and any equity awards beyond the stock-delivered base .
- Execution focus: Early actions (financing agreements, capital structure steps, international subsidiary PR) suggest emphasis on capital access and expansion; success will be judged on reversing revenue declines and moving EBITDA toward break-even, which would validate equity-based pay-for-performance .