Jay Jiang Yu
About Jay Jiang Yu
Founder of Nano Nuclear Energy Inc. (NNE); President, Secretary, Treasurer, and Chairman of the Board since 2022. Age 44; bachelor’s degree in psychology from City College of New York; prior experience includes Deutsche Bank Corporate & Investment Banking analyst, CEO/chairman of I Financial Ventures Group (since 2008), chairman/president of LIS Technologies Inc. (since 2022), and chairman of St. James Gold Corp. . Proxy materials do not disclose TSR, revenue or EBITDA growth tied to his tenure; compensation plan provides for performance-based equity in the 2025 Plan but individual payout metrics for Yu’s bonus are not specified .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deutsche Bank (Corporate & Investment Banking) | Analyst | Not disclosed | Capital markets and banking experience relevant to financing and structured transactions |
| I Financial Ventures Group LLC | CEO & Chairman | Since 2008 | Corporate advisory/start-up consulting; vehicle holding 10,000,000 NNE shares (beneficially owned by Yu) |
| Nano Nuclear Energy Inc. | Founder | Since 2022 | Established company; executive leadership, capital raising, technology acquisitions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LIS Technologies Inc. | President & Chairman | Since 2022 | Related-party: NNE invested $2.0M, leased space, collaboration on fuel; Yu serves as officer/director at LIST |
| St. James Gold Corp. (TSXV: LORD) | Chairman | Since 2022 | Public company board experience |
| Lunar NYC Inc. | Founder & CEO | Not disclosed | 501(c)(3) youth-focused non-profit |
Fixed Compensation
| Component | Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $420,000 per year | 10/01/2024 (employment agreement executed 10/17/2024) | Plus eligibility for annual bonus, equity awards, benefits, indemnification |
| 2024 Consulting Fees | $390,000 | FY 2024 | Pre-employment agreement; executive served as consultant in 2023–2024 |
| 2023 Consulting Fees | $225,000 | FY 2023 | Pre-employment agreement; option grant in 2023 (see equity section) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Yu) | Not disclosed | Not disclosed | Not disclosed | Discretionary; eligible annually under employment agreement | Not applicable |
| Performance Equity (Plan-level) | Administrator-determined | Metrics may include revenue, margins, EPS, TSR, cash flow, strategic milestones | Not applicable (plan menu) | Award terms at Administrator discretion; no repricing without shareholder approval | Plan provides change-in-control acceleration if not assumed; clawback applies |
The 2025 Equity Incentive Plan enumerates permissible performance criteria (revenue, margins, TSR, etc.), clawbacks, non-employee director award limits, and change-in-control treatment; specific metrics and targets for Yu’s individual awards are not disclosed .
Equity Ownership & Alignment
| Item | Detail | As of | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 10,700,000 shares | 02/27/2025 (Record Date) | 28.33% of outstanding; includes 700,000 vested options |
| Ownership Vehicle | I Financial Ventures Group LLC | Current | Holds 10,000,000 common shares; Yu is sole shareholder and director |
| Vested Options (Exercisable) | 500,000 @ $1.50 exp. 02/10/2026; 200,000 @ $3.00 exp. 06/07/2026 | Outstanding at FYE 2024 | All vested at grant; immediate vesting on grant dates |
| Unvested Equity | None disclosed | FYE 2024 | No other outstanding unvested awards reported |
| Pledging/Hedging | Not disclosed | — | Company adopted Amended and Restated Insider Trading Policy (Dec 2024) |
| Ownership Guidelines | Not disclosed | — | No executive ownership guideline disclosed in proxy |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Contract Term | 3-year term effective 10/01/2024; auto-renews for 1-year unless 90-day notice not to renew | |
| Severance (Without Cause / Good Reason) | 100% of earned, pro-rated bonus; 12 months base salary continuation; subsidized COBRA up to 18 months; equity per plan/award terms | |
| Change-of-Control | 2025 Plan: assumption or substitution; if not assumed → vesting/exercisability accelerates; performance deemed achieved at target | |
| Clawback | Company-wide clawback under 2025 Plan and policies; awards subject to recoupment | |
| Non-Compete/Non-Solicit | One-year post-termination customer/employee non-solicitation and non-competition; confidentiality | |
| Indemnification | Maximum extent under Bylaws and governing documents |
Board Governance
- Role: Chairman of the Board; executive director (non-independent) .
- Board Independence: 3 independent directors (Dr. Tsun Yee Law, Dr. Kenny Yu, Ms. Diane Hare); executive directors include Yu and CEO James Walker .
- Committees:
- Audit: Members—Dr. Kenny Yu, Dr. Tsun Yee Law (Chair), Diane Hare; Yu not a member .
- Compensation: Members—Dr. Kenny Yu, Dr. Tsun Yee Law (Chair), Diane Hare; Yu not a member .
- Nominating & Corporate Governance: Members—Dr. Kenny Yu, Dr. Tsun Yee Law, Diane Hare (Chair); Yu not a member .
- Dual-role implications: Yu is both Chairman and a senior executive with 28.33% voting power, concentrating control and potentially limiting board independence; independent director executive sessions occur regularly .
Director Compensation (Context)
| Item | Amount/Terms | Notes |
|---|---|---|
| Independent Director Cash | $5,000 on execution + $10,000 at 1-year anniversary; plus fees accrued ($25,000–$35,000 FY2024 per director) | Independent director agreements; Yu receives no director comp as an executive |
| Independent Director Options | 40,000 options @ $3.00, 3-year term (June 7, 2023 grants); additional 30,000 @ $1.50 (Feb 10, 2023 for Law) | All vested on grant date |
Compensation Structure Analysis
- Transition from consulting to salary: Yu moved from consultant compensation ($390,000 in FY2024; $225,000 FY2023) to a fixed base salary of $420,000 as of Oct 2024, increasing guaranteed pay and formalizing severance protections .
- Equity mix: Legacy options granted in 2023 were fully vested at grant; 2025 Plan introduces broader equity award types (RSUs/PSUs/SARs) with clawbacks and prohibits repricing without shareholder approval .
- Bonus/metrics: Annual bonus eligibility exists, but specific performance metrics or targets for Yu are not disclosed; plan permits performance awards based on financial/strategic criteria .
Related Party Transactions
- LIS Technologies: NNE invested $2,000,000 (Aug 2024), leased ~7,000 sq. ft. at $7,000/month, and agreed to collaborate on fuel supply; Yu serves as officer/director at LIST. Approved by disinterested independent directors; constitutes related-party transactions .
- USNC Asset Acquisition: For certain Canadian Consent Assets (including Chalk River license application), rights were assigned to entities owned/controlled by Yu (“Yu Entities”) with an option for NNE to acquire back for nominal consideration upon consents; escrow terms included $250,000 with possible return and forfeiture of Consent Asset rights; acquisition closed Jan 10, 2025 .
Risk Indicators & Red Flags
- Control concentration: 28.33% beneficial ownership and dual role as Chairman and executive increases control risk and potential governance concerns .
- Related party complexity: LIST investment/lease and USNC Consent Asset assignment to Yu Entities introduce conflict-of-interest risks; mitigated by independent director approval and option-back structure, but ongoing oversight required .
- Clawbacks/Insider Policy: Clawback policy and Amended & Restated Insider Trading Policy adopted; detailed hedging/pledging prohibitions not disclosed in proxy .
Equity Awards Detail (Vesting and Terms)
| Grant Date | Type | Shares/Units | Strike Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 02/10/2023 | Stock Options | 500,000 | $1.50 | Fully vested at grant | 02/10/2026 |
| 06/07/2023 | Stock Options | 200,000 | $3.00 | Fully vested at grant | 06/07/2026 |
Multi-Year Compensation Summary (NEO Table Extract – Jay Jiang Yu)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | — | — | — | 390,000 | 390,000 |
| 2023 | — | — | 317,652 | 225,000 | 542,652 |
NEOs (including Yu) were consultants in FY2023–FY2024; employment agreement effective Oct 1, 2024 set salary and severance terms .
Board Service History and Independence
- Years of service on NNE Board: Since 2022; nominated and recommended for re-election at 2025 Annual Meeting .
- Independence: Yu is not independent (executive director); independent directors: Law, Hare, Kenny Yu .
- Committee roles: Yu does not serve on Audit, Compensation, or Nominating committees; independent directors chair all key committees .
- Executive sessions: Independent directors have regularly scheduled meetings .
Employment & Contracts (Additional Terms)
| Clause | Detail |
|---|---|
| COBRA Subsidy | Up to 18 months post-termination for severance-eligible events |
| Equity Plan Governance | 2025 Plan includes non-employee director award cap ($750,000 first year; $500,000 thereafter), no repricing without shareholder approval, substitute awards allowance, evergreen share increase, Section 409A compliance |
| Legal Protections | Nevada indemnification framework; choice-of-forum clauses in Bylaws (Nevada courts; federal forum for Securities Act claims) |
Investment Implications
- Alignment: High ownership (28.33%) and vested options indicate strong skin-in-the-game; however, fully vested legacy options reduce near-term retention pressure from unvested equity .
- Governance risk: Dual role as Chairman plus significant ownership concentration heighten independence/entrenchment concerns; mitigated by independent committees and clawback/plan safeguards, but investor monitoring of related-party transactions (LIST; Yu Entities) is warranted .
- Compensation structure: Shift to salary and formal severance provides stability but increases fixed cost; lack of disclosed bonus metrics reduces transparency of pay-for-performance. Future awards under the 2025 Plan could strengthen alignment if tied to objective performance criteria and subject to clawbacks .
- Trading signals: No disclosed pledging/hedging; insider trading policy in place. Watch for future Form 4 activity as 2025 Plan awards are granted and for any sales stemming from vested options nearing 2026 expirations .