Yan Zhang
About Yan Zhang
Yan Zhang is an independent director at Classover Holdings (KIDZ) and chairs the Audit Committee; the board has determined she is independent and she is designated an “audit committee financial expert” under SEC rules . She joined the KIDZ board in April 2025 and has been President and a board member of Lion Group Holding Ltd. (NASDAQ: LGHL) since May 2021; she previously held senior audit and advisory roles at UHY Advisors NY and PricewaterhouseCoopers (PwC) . Zhang holds bachelor’s and master’s degrees in Economics from the Central University of Finance and Economics (Beijing) and a master’s in Information Assurance from SUNY Albany; she is a member of the NYSSCPA and the New York IIA . As of the June 23, 2025 record date, the proxy’s beneficial ownership table did not list any KIDZ share ownership for Ms. Zhang .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UHY Advisors NY, Inc. | Manager → Senior Manager → Principal | Sep 2009 – Jun 2020 | Senior audit/advisory leadership experience relevant to audit oversight |
| PricewaterhouseCoopers LLP (Beijing) | Senior Accountant | 2004 – 2007 | Public accounting background supporting financial literacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lion Group Holding Ltd. (NASDAQ: LGHL) | President; Board Member | May 2021 – Present | Public company executive and director experience |
Board Governance
- Independence and role: Independent director; Chair of Audit Committee; designated audit committee financial expert .
- Committee assignments:
- Audit Committee: Chair (members: Yan Zhang, Mona Liang, Amanda Chang) .
- Compensation Committee: Not a member (Comp Committee members: Mona Liang – Chair; Tracy Xia; Amanda Chang) .
- Nominating & Corporate Governance Committee: Not a member (members: Tracy Xia – Chair; Mona Liang; Amanda Chang) .
- Tenure on KIDZ board: Since April 2025 .
- Board composition context: Board currently majority independent; company notes it maintains committees in line with Nasdaq rules notwithstanding controlled company exemptions, but may avail itself of the exemption in the future (governance risk) .
- Voting control context: CEO/Chair and insiders held ~91% of voting power as of Jun 23, 2025, creating a controlled governance environment (heightens reliance on independent directors and committees) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | Directors’ fees yet to be determined post-closing; expected to include annual cash retainer and committee retainers | |
| Committee chair/member retainers | Policy anticipated; specifics pending board determination | |
| Meeting fees | Not specified | |
| Non-employee director compensation policy | Company indicated intent to adopt a policy with cash retainers and equity awards; prior drafts show structure with placeholders for amounts |
Performance Compensation
| Equity Vehicle | Grant Practice | Vesting / Metrics | Notes |
|---|---|---|---|
| Annual equity awards (anticipated) | To be determined by Compensation Committee | Expected time-based vesting; no performance metrics disclosed for directors | |
| Initial equity award (policy draft) | Contemplated non-statutory option valued at a fixed dollar amount upon initial appointment (amount TBD) | Draft policy contemplated 3-year annual installments; subject to continued service | |
| Performance metrics | None disclosed for director compensation | N/A |
No specific dollar values or share counts for Ms. Zhang’s director compensation have been disclosed as of the filings reviewed .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlocks/Conflicts |
|---|---|---|---|
| Lion Group Holding Ltd. (LGHL) | President; Director | Public (NASDAQ: LGHL) | No related-party transactions between KIDZ and LGHL involving Ms. Zhang were disclosed in reviewed filings |
Expertise & Qualifications
- Audit and financial expertise: Audit committee financial expert; financially literate; extensive public accounting background (PwC; UHY) .
- Professional credentials: Member, NYSSCPA; member, New York Institute of Internal Auditors .
- Education: BA/MA in Economics (Central University of Finance and Economics, Beijing); MS in Information Assurance (SUNY Albany) .
- Public company leadership: President and director at LGHL since 2021 .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (KIDZ) | Not listed with a specific share amount in the June 23, 2025 beneficial ownership table; only CEO/Chair’s holdings and >5% holders were quantified . |
| Ownership as % outstanding | Not disclosed for Ms. Zhang . |
| Vested/unvested equity; options | No director-specific equity awards disclosed as of reviewed filings . |
| Pledging/hedging | Not disclosed |
Governance Assessment
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Strengths
- Independent audit chair with SEC “financial expert” designation and deep public accounting background—positive for oversight of complex financing and treasury activities .
- Board committees constituted with independent directors; committee charters and Code of Ethics adopted; ability to retain independent advisors highlighted in filings .
-
Risks and red flags to monitor
- Controlled company dynamics: CEO/insiders held ~91% voting power as of the 2025 special meeting record date; company signals it may utilize controlled company exemptions in the future—potential to weaken minority shareholder protections and reduce independent director leverage .
- Capital structure and dilution: Board-sponsored proposals to issue securities well beyond 19.99% thresholds (EPFA and convertible notes), plus a major increase in authorized Class B shares to 2.0B; these moves can be dilutive and shift control dynamics—heightening the importance of audit and governance oversight .
- Solana-centric treasury strategy introduces valuation, regulatory, custody, and accounting risks (including potential investment company considerations if Solana deemed a security), increasing audit complexity and financial reporting risk under Ms. Zhang’s audit oversight remit .
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Ownership alignment and incentives
- The proxy’s beneficial ownership table does not list any shares for Ms. Zhang as of June 23, 2025, and director compensation specifics are pending—suggesting limited disclosed “skin-in-the-game” to date; monitor subsequent Form 4s and annual equity grants for alignment .
-
Compensation committee context
- Compensation Committee comprises independent directors (not including Ms. Zhang) and retains authority to hire independent advisors; policy frameworks for non-employee directors are contemplated but amounts remain TBD—watch for cash/equity mix, vesting, and potential use of options vs RSUs .
Overall implication: Ms. Zhang’s audit leadership and financial expertise are positives in a high-risk governance environment characterized by concentrated voting control, aggressive financing authority, and crypto-treasury exposure. Independent directors’ active engagement—especially from the Audit Committee—will be a key signal for investor confidence as compensation policies, equity grants, and treasury risk controls mature .