David Jiang
About David Jiang
David Jiang (age 60) joined NextTrip, Inc.’s Board on July 17, 2025 as an independent Class III director with a term expiring at the 2027 annual meeting. He is an investor/entrepreneur with three decades in asset management and global business, serving previously as CEO of PineBridge Investments (post-AIG spinoff) until 2015, senior executive roles at BNY Mellon (CEO Asia-Pacific; Global Head of Passive/ETF/Beta), and earlier as a senior portfolio manager at Mellon Capital. He holds a Master’s in Government & Business from Harvard University and a Bachelor’s in Humanities & International Affairs from Georgetown University .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| PineBridge Investments | Chief Executive Officer | Until 2015 | Led transformation to independent firm managing $75B+ across 20+ countries |
| BNY Mellon | CEO Asia-Pacific; Global Head of Passive/ETF/Beta | Prior to 2015 (years not specified) | Regional leadership and global product oversight |
| Mellon Capital Management | Senior Portfolio Manager | Earlier career (years not specified) | Managed multi‑billion-dollar portfolios |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| UC Berkeley (Advisory Board) | Advisor | Not specified | Academic advisory role |
| Harvard University (Advisory Board) | Advisor | Not specified | Academic advisory role |
| Various private companies (U.S., Asia, Middle East, Africa, South America) | Director (private cos.) | Not specified | Multiple private company boards; no current public-company boards disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III; term expires at 2027 annual meeting |
| Independence | Board determined Jiang is independent under Nasdaq rules |
| Committees | Nominating & Corporate Governance (Member and Chair); Compensation Committee membership is inconsistently presented: a board table marks (2) next to his name, but the committee listing later names Byrd (Chair), Kircher, and Diges as Compensation members (no Jiang). Nominating & Corporate Governance members: Kaplan, Jiang (Chair), Diges |
| Attendance | Board reports 7 meetings in FY2025 with each director (then serving) attending ≥75% of Board and applicable committee meetings; Jiang joined July 2025, after FY2025 period covered |
| Lead Independent Director/executive sessions | Not disclosed |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee director) | $35,000 per year; all directors agreed to defer cash until completion of a public financing |
| Committee membership/chair fees | Not disclosed |
| Meeting fees | Not disclosed |
| Reimbursements | Reasonable expenses reimbursed |
Performance Compensation
| Element | Detail |
|---|---|
| Equity compensation policy | Company maintains a 2023 Equity Incentive Plan (7,000,000 shares reserve); cap per non‑employee director for combined equity plus cash fees is $500,000 in value in a single fiscal year |
| Director‑specific grants to Jiang | No director‑specific equity awards to Jiang disclosed in the proxy |
| Performance metrics tied to director pay | Not disclosed/applicable for directors |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public boards | — | — | None disclosed |
| Private company boards | Various (global) | Director | Multiple private companies (regions listed); no named interlocks with customers/suppliers disclosed |
| Academic/Advisory | UC Berkeley; Harvard University | Advisory Board | Advisory roles disclosed |
Expertise & Qualifications
- Global asset management/operator: CEO of PineBridge; senior leadership at BNY Mellon; prior portfolio management at Mellon Capital .
- International governance and strategy experience across multiple financial centers (Tokyo, London, Hong Kong, Shanghai, San Francisco, New York) .
- Academic advisory roles (UC Berkeley, Harvard) supporting governance/nominating leadership credentials; currently chairs Nominating & Corporate Governance Committee .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 826,455 shares (9.9% of common outstanding) | |
| Included in above: Common issuable from Series J | 49,000 shares included in beneficial ownership | |
| Excluded due to ownership limits | 427,528 shares issuable upon conversion of Series I; 182,788 additional shares issuable upon conversion of Series J; warrants to purchase 74,089 shares – all excluded due to beneficial ownership limits | |
| Series I Preferred | 427,528 shares (85.4% of Series I outstanding) | |
| Series J Preferred | 231,788 shares (77.8% of Series J outstanding) | |
| Pledging/Hedging | No pledging or hedging disclosures for Jiang in the proxy |
If stockholders approve Proposal 3 (Nasdaq Rule 5635(d)), Series J would automatically convert to common per its terms; Series I conversion mechanics are described in the company’s disclosures, with Jiang’s beneficial ownership limits noted in footnotes to the ownership table .
Related‑Party/Pre‑Appointment Transactions
| Date | Security | Amount/Shares | Consideration |
|---|---|---|---|
| Oct 2, 2024 | Series I Preferred | 66,225 shares | $200,000 cash purchase |
| Dec 31, 2024 | Series J Preferred | 231,788 shares | $700,000 cash purchase |
| Feb 24, 2025 | Series I Preferred | 331,125 shares | $1,000,000 cash purchase |
- All above investments occurred prior to Jiang’s appointment on July 17, 2025 .
Governance Assessment
- Strengths
- Independent director with deep global asset management experience; chairs Nominating & Corporate Governance, positioning him to influence board composition and governance standards .
- Strong alignment via substantial personal ownership (9.9% of common beneficial; significant preferred holdings), signaling confidence and skin‑in‑the‑game .
- Watch items / potential conflicts
- Pre‑appointment capital raises: Jiang purchased large blocks of Series I and J prior to joining the board; while the proxy maintains his independence, investors should monitor decisions affecting preferred conversions and dilution (Proposal 3). The proxy’s “Interests” section does not list Jiang among insiders with substantial interests in Proposals 3/4, but his Series J would convert if approved .
- Committee roster inconsistency: Board table denotes Jiang with a Compensation Committee marker, yet the formal committee listing names Byrd (Chair), Kircher, and Diges as members—clarification recommended to confirm current Compensation Committee composition .
- High ownership concentration by an independent director (near 10%) can both align incentives and concentrate influence; board affirms independence under Nasdaq standards .
- Attendance and engagement
- Board reported ≥75% attendance for FY2025 by then‑serving directors; Jiang joined post‑FY2025. Monitor post‑appointment attendance in subsequent proxies .