Amanda Chang
About Amanda Chang
Amanda Chang (age 46) serves as an independent director of Classover Holdings, Inc. (KIDZ) and was elected effective at the April 4, 2025 closing of the business combination . The board has affirmatively determined she is independent under Nasdaq rules . She sits on the Audit, Compensation, and Nominating & Corporate Governance Committees and is described as financially literate (Audit committee requirement), though not the designated audit committee financial expert . As of the June 23, 2025 record date, no beneficial ownership was reported for her in Class A or Class B common stock .
Past Roles
Biographical details (prior roles and tenure) are referenced to the Proxy Statement/Prospectus, but are not included in the available 8‑K text; the 8‑K points to page 180 for biographies .
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in available filings | — | — | — |
External Roles
Current and prior public company boards, private/non-profit roles, and any interlocks are not disclosed in the available filings; biographies are referenced externally .
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in available filings | — | — | — |
Board Governance
- Independence: The board determined all directors other than the CEO (Hui Luo) are independent under Nasdaq rules; Amanda Chang is independent .
- Committee memberships and chairs: See table below .
- Audit committee expertise: Each member (including Amanda) is financially literate; Yan Zhang is the SEC-defined “audit committee financial expert” .
- Controlled company risk: KIDZ is a “controlled company” (majority voting power held by Hui Luo). While the company states it currently meets Nasdaq governance requirements, it may in future avail controlled-company exemptions that reduce independent oversight .
- Dual-class voting concentration: Class A shares carry 25 votes each vs. 1 vote for Class B; majority holder and insiders collectively represented ~91% of voting power at the June 23, 2025 record date, enabling passage of proposals without broader stockholder support .
| Committee | Amanda Chang Membership | Committee Chair | Notes |
|---|---|---|---|
| Audit Committee | Member | Yan Zhang | Committee meets Nasdaq composition requirements; all members financially literate |
| Compensation Committee | Member | Mona Liang | All members independent; oversees exec/director pay, plans, consultant independence |
| Nominating & Corporate Governance Committee | Member | Tracy Xia | Oversees board composition, governance principles, code of ethics compliance |
Fixed Compensation
- Director compensation was not yet determined at closing; the Compensation Committee disclosed that director pay is expected to consist of an annual cash retainer, committee retainers, and equity awards subject to time-based vesting .
Performance Compensation
- No performance-based metrics (e.g., revenue, EBITDA, TSR, ESG) tied to director compensation were disclosed in the available filings .
Other Directorships & Interlocks
- Other public company directorships, committee roles elsewhere, and interlocks are not disclosed in the available filings; biographies are referenced to the Proxy Statement/Prospectus .
Expertise & Qualifications
- Financial literacy: Required for Audit Committee membership; all Audit Committee members, including Amanda, are financially literate .
- Audit financial expert: Yan Zhang is designated as the audit committee financial expert; Amanda is not designated as the financial expert .
- Governance responsibilities: Active participation across all three standing committees (Audit, Compensation, Nominating & Governance) indicates broad governance exposure .
Equity Ownership
- Beneficial ownership: No Class A or Class B common stock beneficially owned was reported for Amanda Chang at the June 23, 2025 record date .
| Security | Shares (#) | % of Class | Voting Power Impact |
|---|---|---|---|
| Class A Common Stock | None reported | — | Class A carries 25 votes/share; Amanda reported no holdings |
| Class B Common Stock | None reported | — | Class B carries 1 vote/share; Amanda reported no holdings |
Governance Assessment
- Board effectiveness: Amanda’s membership on Audit, Compensation, and Nominating & Governance committees supports broad governance oversight, with Audit financial literacy requirements satisfied; however, she is not the designated audit financial expert .
- Alignment: No reported beneficial ownership suggests limited “skin-in-the-game” alignment for Amanda specifically, though director equity grants are anticipated in the compensation structure (details not yet determined) .
- Oversight risk: KIDZ’s controlled company status and dual-class structure concentrate voting power (Class A at 25x voting, ~91% voting power held by CEO/insiders at record date), potentially weakening minority shareholder influence over board composition and proposals .
- Indemnification and D&O coverage: The company entered into indemnification agreements with each director and officer and maintains D&O insurance, with a six-year “tail” upon change in control or insolvency—robust director protections that can reduce personal litigation risk .
- Shareholder vote dynamics: At the July 18, 2025 special meeting, proposals passed with overwhelming votes (e.g., 164,084,286 “For” on Proposal 1), consistent with concentrated voting power; the CEO had a voting agreement to support proposals .
RED FLAGS
- Controlled company with dual-class voting concentration, enabling approvals without broad support .
- No reported director share ownership for Amanda (limited direct alignment) .
- Potential future use of controlled-company governance exemptions (e.g., majority independent board not required), which could weaken committee independence and oversight .
Not disclosed in available filings
- Attendance rates, meeting engagement, say-on-pay outcomes, compensation amounts/mix by director, performance metrics tied to director equity, ownership guidelines and compliance, other public boards/interlocks, related-party transactions specific to Amanda. Biographies are referenced externally (Proxy Statement/Prospectus) but not included in the 8‑K text provided .