Yanling Peng
About Yanling Peng
Yanling (Flora) Peng is Chief Financial Officer of Classover Holdings, Inc. (Nasdaq: KIDZ). She became Pubco CFO in April 2025 after serving as Class Over’s CFO since March 2024; she joined Class Over in June 2020 and previously held finance and marketing roles at Dream Go Inc. and Forward Pathway LLC. Peng holds a B.S. in International Economics and Trade (Central South University of Forestry & Technology) and an M.S. in Business Analytics (Fordham University); she is 30 years old as disclosed in management tables . The company has not disclosed CFO-specific TSR, revenue growth, EBITDA growth or pay-for-performance metrics; Peng has executed SOX 302/906 certifications on the 2024 10-K and 2025 10-Qs, indicating responsibility for internal controls and financial reporting quality .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Class Over Inc. | CFO | Mar 2024–Apr 2025 | Led finance during SPAC/business combination; established public company controls . |
| Class Over Inc. | General Manager | Jun 2020–Mar 2024 | Operations leadership during early growth of K‑12 online courses . |
| Dream Go Inc. | Financial & Marketing Manager | Jan 2019–May 2020 | Student services finance/marketing; built education vertical experience . |
| Forward Pathway LLC | Digital Marketing & Financial Specialist | Mar 2018–Dec 2018 | Analytics/marketing for educational consulting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public-company directorships or committee roles disclosed for Peng . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (post 4/29 board action) |
|---|---|---|---|
| Base Salary ($) | 103,141 | 112,700 | 156,000 annualized (approved $13,000/month effective May 1, 2025) |
| Perquisites | Not provided (company generally does not provide perquisites) | Not provided | Not provided |
| Benefits eligibility | Standard employee plans | Standard employee plans | Standard employee plans |
Performance Compensation
- Bonus eligibility is disclosed broadly for NEOs, but no target bonus %, performance metrics, or actual bonuses for Peng are provided in filings; the company generally references Board-set performance targets without details for CFO .
- No PSU/metric frameworks (e.g., revenue growth, EBITDA, TSR) for Peng are disclosed; skip detailed payout table due to non-disclosure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Restricted stock grant(s) | 460,000 restricted shares issued to Flora Peng under the 2024 Equity Incentive Plan (part of 820,000 issued to two key employees; later disclosures show 920,000/924,000 total plan issuances) . |
| Vesting status | As of June 23, 2025 record date, Peng’s 460,000 shares are subject to vesting conditions that will not be satisfied within 60 days (unvested; thus excluded from beneficial ownership table) . |
| Beneficial ownership (record date) | 0 shares beneficially owned within 60 days (both Class A and Class B show “–” for Peng) . |
| Shares outstanding (record date) | Class A: 6,535,014; Class B: 17,258,473; total common ≈ 23,793,487 . |
| Peng’s unvested equity as % of shares outstanding | ≈ 1.9% (460,000 ÷ 23,793,487), derived from the above disclosures . |
| Pledging/Hedging | No pledging or hedging of company stock disclosed for Peng . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in filings . |
Employment Terms
- Role and start date: Pubco CFO since April 2025; previously Class Over CFO since March 2024 .
- Employment agreement: No CFO-specific employment agreement is filed; the CEO’s agreement is disclosed (Peng signed as CFO on signature page). Executives (including Peng) entered into indemnification agreements covering expenses, advancement, and tail D&O insurance commitments upon change-in-control/insolvency –.
- Lock-up arrangements: At the April 4, 2025 Closing, management teams holding Class B were restricted for six months post-effective date of the PIPE registration statement; former noteholders six months; Class A recipients 12 months from Closing. Peng is disclosed as having restricted stock under the 2024 Plan, but she is shown with no beneficial Class B within 60 days; thus primary near‑term selling is constrained by both lock-up categories and unvested status .
- Severance/CoC: No CFO severance or change‑of‑control economics disclosed; only CEO severance terms are filed –.
- Clawback/Non‑compete: No CFO-specific clawback or non‑compete terms disclosed; the company adopted a Code of Ethics for all officers and directors .
Investment Implications
- Alignment: The 460,000 RSU grant meaningfully aligns Peng with equity outcomes; unvested status and lock-up restrictions reduce near‑term insider selling pressure and encourage retention through vesting milestones .
- Retention risk: The April 29, 2025 base salary increase to $156,000 annualized suggests competitive pay calibration for a newly public company CFO; absence of disclosed bonus targets weakens pay‑for‑performance transparency .
- Governance/controls: Peng’s SOX certifications on the 2024 10-K and 2025 10‑Qs, alongside prior disclosure of material weaknesses as of 2023, place execution emphasis on internal control remediation—success here is critical to de‑risking filings and capital access .
- Capital structure and volatility: The company’s EPFA/Note agreements and Solana-centric treasury strategy introduce dilution risk and stock volatility drivers outside core operations—CFO stewardship over financing cadence and crypto treasury risk management will be a key signal for traders – .
Watch items: Vesting schedules (exact dates not disclosed), any future Form 4 sales post‑vesting, progress on ICFR remediation, and disclosures of CFO bonus metrics in future proxies/S-1 updates .