Hui Luo
About Hui Luo
Hui (Stephanie) Luo, age 46, is Chairwoman of the Board and Chief Executive Officer of Classover Holdings, Inc. (NASDAQ: KIDZ) since April 2025; she founded Class Over in June 2020 and holds a Master’s Degree in Mathematics from Marshall University . As CEO/Chairwoman, she exerts dominant voting control, holding 100% of Class A common (6,535,014 shares) and 522,801 Class B equivalent via Series A Preferred, equating to approximately 91.2% of total voting power as of June 23, 2025 . The company’s recent strategic pivot to a Solana-centric treasury introduces regulatory, liquidity, and governance risks that the Board (chaired by Luo) is overseeing, including constraints tied to senior secured convertible notes and potential dilution from equity facilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Class Over, Inc. | Founder; Chief Executive Officer | 2020–present | Built K-12 live online learning platform; operational expertise in edtech |
| Dream Legal Group | Founder | 2018–present | Business/immigration legal services; entrepreneurial network |
| Dream Go Inc. | Founder | 2016–present | Education consulting; market and customer acquisition experience |
| Tutor Cube | Founder; Chief Executive Officer | 2008–2010 | Early after-school learning center operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards (other than KIDZ) | Not disclosed in S-1 management biographies | — | No other public directorships mentioned in filed biographies |
| Private/Non-profit boards | Not disclosed | — | Not disclosed |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (Agreement) |
|---|---|---|---|
| Base Salary ($) | $84,000 | $84,000 | $240,000 annual per employment agreement |
Notes:
- Ms. Luo’s agreement sets current base at $240,000 with monthly pay, replacing prior levels disclosed for 2023–2024 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Bonus (cash/stock) | Board-set performance targets (specific KPIs not disclosed) | Not disclosed | Not disclosed | Eligible; payout not disclosed | Annual determination; terms not disclosed |
Additional notes:
- No stock or option awards to Ms. Luo are disclosed for 2023–2024 in the Summary Compensation Table .
Equity Ownership & Alignment
| Ownership Detail | Amount | % of Class | Voting Power Context |
|---|---|---|---|
| Class A Common owned | 6,535,014 shares | 100% of Class A outstanding | Class A carries 25 votes per share |
| Class B Common (via Series A Preferred, convertible) | 522,801 shares issuable upon conversion | 3.2% of Class B | Class B carries 1 vote per share |
| Total Voting Power (combined classes) | — | — | ~91.2% total voting power |
| Shares Outstanding at record date (context) | Class A: 6,535,014; Class B: 17,258,473 | — | Dual-class voting structure amplifies control |
Other alignment factors:
- Pledging/Hedging: Not disclosed.
- Stock ownership guidelines: Not disclosed.
- Options/RSUs for Ms. Luo: Not disclosed for 2023–2024 .
- Voting agreements: Ms. Luo agreed to vote in favor of share issuance/authorization related to financing facilities .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Effective | Ms. Luo has an employment agreement with KIDZ |
| Base Salary | $240,000 per year, payable monthly |
| Annual Bonus | Eligible in cash and/or stock based on Board-set performance targets |
| Equity Plan Participation | Eligible under company equity incentive plans (2024 Plan in place) |
| Severance | Upon termination: accrued but unpaid base salary + 50% of then-current base salary + any awarded but unpaid prior-year bonus |
| Change-of-control | Not disclosed for Ms. Luo |
| Clawbacks | Not disclosed |
| Non-compete/Non-solicit/Garden Leave | Not disclosed |
| Indemnification | Company entered indemnification agreements with each executive officer and director at closing |
Board Governance
- Roles: Chairwoman and CEO; dual-role concentrated leadership .
- Committee structure and independence:
- Compensation Committee: Members are independent non-employee directors; chair Mona Liang; remit includes executive comp approvals, agreements, and plan administration .
- Nominating and Corporate Governance Committee: Maintained per Nasdaq rules; independence noted; responsible for board composition/governance .
- Audit Committee: Functions outlined; independence compliance asserted .
- Controlled company posture: Company maintains committees per Nasdaq despite exemption availability; reserves right to use exemption in future .
Compensation Structure Analysis
- Shift in cash vs equity mix: Ms. Luo’s 2025 agreement increases fixed cash compensation to $240,000; no disclosed equity grants for 2023–2024, indicating low immediate vesting-driven selling pressure for Luo personally .
- At-risk pay: Annual bonus eligibility tied to Board-set targets, but no disclosed metrics or payout history, limiting visibility into pay-for-performance alignment .
- Equity overhang/dilution backdrop: 2024 Plan reserve of 3,268,668 shares, with additional automatic increases from 2026–2034; current disclosed awards concentrated in CFO and others, not in CEO . Concurrent large financing programs (EPFA up to $400M, Notes up to $500M) could drive dilution independent of executive grants .
Risk Indicators & Red Flags
- Governance concentration: ~91% voting power held by Ms. Luo; Voting Agreement ensures passage of key proposals without other shareholder assent .
- Financing covenants and restrictions: Notes rank senior; secured by substantially all assets (including crypto); restrictive covenants limit dividends, incurrence of indebtedness, and asset transfers; robust redemption/change-of-control economics for noteholders .
- Digital asset strategy risk: High volatility, custody/insolvency risk, regulatory reclassification (security/investment company), potential earnings volatility tied to SOL prices .
Equity Incentive Plan Context (2024 Plan)
- Share Reserve: 3,268,668 shares; automatic annual increase up to 5% of outstanding from 2026–2034 .
- Awards to date: Aggregate 820,000–924,000 restricted shares issued to employees/consultant; notably 460,000 to CFO Flora Peng; not to Ms. Luo per disclosures .
- Administration: Compensation Committee/Board with broad discretion to grant/modify/accelerate awards .
Investment Implications
- Alignment: Luo’s dominant voting power strongly aligns control with founder vision; however, the dual-role CEO/Chairwoman structure and potential “controlled company” exemption reduce minority shareholder influence and heighten governance risk .
- Retention: The $240,000 base plus bonus eligibility and indemnification support retention; severance at 0.5x base is modest versus typical CEO packages, suggesting limited parachute optics and manageable termination costs .
- Dilution and trading dynamics: EPFA issuance at discounts and sizable convertible notes imply ongoing dilution risk and potential selling pressure (from financing counterparties), independent of executive vesting calendars; equity overhang from the 2024 Plan exists but disclosed CEO grants are absent to date .
- Execution risk: Solana-centric treasury strategy introduces accounting and regulatory uncertainties, collateralization of crypto, and market-linked earnings volatility, which can overshadow operating performance signals in near term .
Net: Governance concentration and financing structures are the primary levers affecting shareholder outcomes near term; absence of disclosed CEO equity grants reduces immediate insider selling pressure, but financing-linked issuance presents persistent dilution risk and signals that performance alignment will hinge on transparent bonus metrics and future equity grant design .
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