Mona Liang
About Mona Liang
Mona Liang (age 38) is an independent director of Classover Holdings, Inc. (KIDZ) since April 2025; she chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees . She is currently a Project Manager/Business Analyst in TD Bank’s Global AML group (risk reporting, system enhancement proposals, risk mitigation) and previously held project/program roles at Prudential Financial and Morgan Stanley; she holds a Master’s degree in Economics from SUNY Stony Brook .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Bank (Global AML) | Project Manager & Business Analyst | Nov 2023 – present | Focus on management reporting, system enhancement proposals, and risk mitigation (AML) |
| Prudential Financial | Project Manager | Aug 2021 – Sep 2023 | Enterprise program management experience |
| Morgan Stanley Wealth Management | Project Manager & Business Analyst | Oct 2015 – Jul 2019 | Front-office project/business analysis experience |
| TechWithU (NYC) | Co-founder | Apr 2017 – present | Staffing/consulting (IT process optimization, business analytics) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in KIDZ S-1 biographies; current board list includes only KIDZ |
Board Governance
- Independence: The board determined each director other than the CEO (Hui Luo) is independent under Nasdaq rules; Liang is independent .
- Committee assignments:
- Compensation Committee: Chair (members: Mona Liang, Tracy Xia, Amanda Chang). Committee fully independent and maintained in compliance with Nasdaq rules despite controlled-company status .
- Audit Committee: Member (chair: Yan Zhang). All members financially literate; audit committee financial expert is Yan Zhang .
- Nominating & Corporate Governance Committee: Member (chair: Tracy Xia) .
- Controlled-company context: KIDZ is a “controlled company” under Nasdaq due to CEO Hui Luo’s majority voting power, though the company states it is currently complying with Nasdaq governance requirements and may avail of exemptions in the future .
- Indemnification: Company entered indemnification agreements with each director at closing .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Interlocks/Conflicts Noted |
|---|---|---|---|---|
| — | — | — | — | No other public company boards disclosed; no interlocks disclosed for Liang |
Expertise & Qualifications
- AML/risk management: Current TD Bank Global AML role, including risk reporting and mitigation, supporting board oversight of compliance/financial controls .
- Program/project leadership: Prior roles at Prudential and Morgan Stanley in project/program execution .
- Analytics/business ops: Co-founded TechWithU (IT process optimization, analytics) .
- Education: Master’s in Economics, SUNY Stony Brook .
Equity Ownership
- Beneficial ownership snapshot (record date June 23, 2025): The proxy’s beneficial ownership table does not list shareholdings for Mona Liang (shown as “–”), indicating no reported beneficial ownership at that date; CEO Hui Luo controlled 100% of Class A (6,535,014 shares), 522,801 Class B (via conversion right), and approximately 91.2% of total voting power .
Governance Assessment
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Strengths
- Independent director and chair of Compensation Committee; all three key committees exist with independent membership, which the company maintains despite controlled-company status .
- AML and risk oversight experience aligns with heightened compliance and control needs as a newly public company with complex financing/treasury strategies .
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Watch items / red flags
- Control risk: Extreme voting concentration—officers/directors (primarily CEO Hui Luo via super-voting Class A) held ~91% of voting power as of the special meeting record date—limits minority investor influence and can diminish board leverage in contentious pay or governance decisions .
- Dilution/financing structure: Board sought approval to issue >19.99% Class B via EPFA and convertible notes; documents highlight potential change-of-control risk and dilution, including issuance at discounts and first-lien secured notes .
- Digital asset treasury strategy risk: Company intends to allocate significant proceeds to SOL tokens and staking, disclosing regulatory, custody, and D&O insurance challenges—implying elevated board risk oversight burden .
- Equity plan change-of-control terms: 2024 Plan accelerates vesting and assumes 100% of performance goals if CoC is not board-approved, a shareholder-unfriendly feature that could reduce performance rigor around transaction events .
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Director compensation transparency
- The October 2025 S-1 discusses committee structures and NEO compensation; it does not present a non-employee director compensation table. The June 30, 2025 special meeting proxy addressed only share issuance/authorization proposals and did not include director pay details .
Implications: Liang’s AML/risk background and role as Comp Chair are positives for governance discipline, but the company’s controlled status, prospective share issuance/dilution, and crypto-treasury risks heighten the importance of robust independent committee oversight and clear investor communications on director compensation and ownership alignment .