Tracy Xia
About Tracy Xia
Independent director since April 2025; age 41 as listed in KIDZ’s S‑1. MBA from Duke University’s Fuqua School of Business. Career spans product/program management at Google (led TOPPA career development community to 5,000+ members) and Dell, plus co‑founder/COO of Rejection Therapy since 2018. Board determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Senior Program Manager | Aug 2015–Dec 2017 | Led TOPPA career development community, grew membership to >5,000 | |
| Dell | Product Manager | Jun 2011–Jul 2015 | Product management experience |
| Bay Area Chinese Young Professional Fellowship | Co‑founder | Jun 2014–present (as disclosed) | Career development training for hundreds of young professionals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rejection Therapy | Co‑founder & COO | Jan 2018–present | Learning and development platform; private company |
Board Governance
- Committees: Chair, Nominating and Corporate Governance; Member, Compensation Committee; not on Audit.
- Independence: Board affirmatively determined all directors other than the CEO (Hui Luo) are independent under Nasdaq rules.
- Governance posture: Company is a “controlled company” given CEO’s majority voting power; currently maintaining committee structures per Nasdaq but may avail exemptions in future.
- Code of Ethics and indemnification: Board adopted a Code of Ethics for directors/officers; company entered indemnification agreements with each director.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed | Director fees “yet to be determined”; expected to include cash retainer, committee retainers, and time‑based equity awards |
| Committee chair/member fees | Not disclosed | Anticipated but unspecified amounts |
| Meeting fees | Not disclosed | Not specified |
| Equity grants (time‑based) | Not disclosed | Structure expected; no director‑specific grants disclosed |
Performance Compensation
| Metric Type | Use in Director Pay | Detail |
|---|---|---|
| Performance stock (PSUs) | Not disclosed | No PSU framework for directors disclosed |
| Options tied to metrics | Not disclosed | No director performance metrics disclosed |
The Compensation Committee can retain independent advisors and administer equity plans; policies include advisor independence assessments.
Other Directorships & Interlocks
| Company | Public Listing | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Xia |
Expertise & Qualifications
- Education: MBA, Duke Fuqua.
- Functional expertise: Product/program management; learning/development entrepreneurship; governance leadership as Nominating Chair.
- Financial expertise: Not designated as audit committee financial expert (Yan Zhang holds that designation).
Equity Ownership
| Holder | Class A Shares (#) | Class A % | Class B Shares (#) | Class B % | Total Voting Power % |
|---|---|---|---|---|---|
| Tracy Xia | 0 | — | 0 | — | — |
| CEO Hui Luo (context) | 6,535,014 | 100% | 522,801 (via Series A pref. convertible 1:1) | 3.2% | 91.2% |
| All directors & officers (6) | 6,535,014 | 100% | 522,801 | 3.2% | 91.2% |
- Record date capital structure: 6,535,014 Class A shares (25 votes/share) and 17,258,473 Class B shares (1 vote/share) outstanding; CEO and insiders held ~91% of voting power.
Governance Assessment
- Board composition and roles: Xia chairs Nominating & Corporate Governance and sits on Compensation; independence affirmed, enhancing oversight of nominations, code compliance, and executive pay structures.
- Controlled company risk: CEO’s super‑voting Class A block yields ~91% voting power; company may in future use Nasdaq controlled‑company exemptions, which could reduce minority shareholder protections. RED FLAG.
- Dilution/change‑of‑control risk: Board sought approval to issue >19.99% additional Class B under EPFA and convertible notes, potentially changing control and diluting holders; CEO voting agreement ensured passage. RED FLAG.
- Crypto treasury strategy risk: Adoption of Solana‑centric strategy introduces regulatory, custody, volatility, and potential Investment Company Act classification risks that could impact governance and D&O insurance costs.
- Related‑party environment: Multiple related‑party arrangements involving CEO/affiliates (subleases, consulting, notes); audit committee oversees a formal related‑party policy, but concentration of control heightens conflict risk. RED FLAG.
- Director compensation transparency: Framework expected (cash + equity) but specific amounts for non‑employee directors not disclosed; limits pay‑for‑performance analysis.
Compensation Committee Analysis
- Composition: Mona Liang (Chair), Tracy Xia, Amanda Chang — all independent, non‑employee directors under Exchange Act Rule 16b‑3.
- Authority & practices: Reviews executive objectives, approves comp terms, can hire independent consultants, administers equity plans, and reviews CD&A disclosures when applicable.
- Controlled‑company note: Company maintains committee structures per Nasdaq despite exemption availability; may change prospectively.
Notes on Availability
- Attendance rates, director stock ownership guidelines, hedging/pledging policies, and say‑on‑pay results: not disclosed in available filings.
- Insider trades: No Form 4 transactions for Tracy Xia were found in KIDZ filings reviewed; not disclosed in the S‑1/8‑K/DEF 14A set. (Document search result)