Tian Yang
About Tian Yang
Tian Yang (age 28) is an independent director of Next Technology Holding Inc. (NXTT), appointed on August 9, 2024, and currently serves as Chair of the Audit Committee and a member of the Compensation and Nominating Committees. He is described as a marketing and communications professional leveraging internet and AI technologies; he holds a bachelor’s degree in communication from Beijing Information Science and Technology University. The board determined all directors, including Yang, are independent under Nasdaq rules; in FY2024 each director attended at least 75% of board/committee meetings during their term, and Yang is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed (profile description only) | Marketing and communications professional leveraging internet/AI; led investment strategy plans cited as business school case studies | Not disclosed | Growth/optimization impact claims; specifics not provided in proxy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed in the biography section |
Board Governance
- Independence and structure: NXTT’s board comprises four members, all determined independent under Nasdaq rules; Chairman is independent (Lichen Dong). Directors meet in executive session.
Committee Assignments and Roles
| Committee | Role for Tian Yang | Independence Noted | Additional Notes |
|---|---|---|---|
| Audit Committee | Chair | All members independent per Nasdaq and Rule 10A-3 | Audit oversight; related-party review responsibility |
| Compensation Committee | Member | All members independent | Oversees director and executive compensation |
| Nominating Committee | Member | All members independent | Board composition and governance practices |
- Audit Committee financial expert: The board determined Tian Yang qualifies as an “audit committee financial expert.”
Attendance and Meetings (FY2024)
| Body | Meetings Held | Attendance for Directors During Term |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of total board and committee meetings during their term |
| Audit Committee | 2 | ≥75% (aggregate statement) |
| Compensation Committee | 1 | ≥75% (aggregate statement) |
| Nominating & Governance Committee | 1 | ≥75% (aggregate statement) |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned (cash) | $10,000 | Accrued based on 8/9/2024 appointment; no stock or option awards in 2024 |
| Historical board policy (pre‑FY2024) | $33,000 per quarter | Company states it “did not pay such amount during the fiscal year 2024” |
- Contract terms: Director agreements automatically extend yearly unless either party provides 60 days’ prior notice before term expiration. For Yang (and certain directors), regardless of termination reason, the Company owes no severance or other compensation; director agreements contain no change‑of‑control terms.
Performance Compensation
- No performance-based or equity compensation was disclosed for directors in FY2024; stock and option awards were “—” across non‑executive directors.
Other Directorships & Interlocks
- No other public company directorships were disclosed for Tian Yang in the proxy biography; no related-party transactions above SEC thresholds were reported in the last two fiscal years.
Expertise & Qualifications
- Audit committee financial expert designation by the board.
- Functional expertise in marketing/communications with use of internet and AI technologies; bachelor’s in communication (Beijing Information Science and Technology University).
- Independence affirmed under Nasdaq rules; board consists entirely of independent directors.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Tian Yang) | Not individually quantified; directors listed with “—” | As a group (7 persons): 0 shares, 0% of 436,265,135 outstanding on record date |
| Ownership as % outstanding (group) | 0% | 436,265,135 shares outstanding as of record date |
| Pledged shares | Prohibited by company policy | Company prohibits hedging, pledging, short sales by directors and officers |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosed in proxy |
Governance Assessment
-
Positives:
- Independence: Entire board (including Yang) determined independent; Yang chairs Audit and serves on Compensation and Nominating, providing separation from management.
- Financial oversight: Yang designated as “audit committee financial expert,” and the Audit Committee reports routine oversight and auditor independence reviews.
- Governance policies: Code of Ethics, Whistleblower Policy, and executive incentive Clawback Policy (2024) adopted; hedging/pledging prohibited for directors/officers.
- Engagement/attendance: Each director attended ≥75% of meetings during their term in FY2024; executive sessions held.
-
Risks / RED FLAGS:
- Zero insider alignment: Directors and executive officers as a group reported 0 shares (0%) owned as of record date—low “skin-in-the-game,” and director pay in 2024 was cash‑only with no equity.
- Control environment weaknesses: Management reported ineffective disclosure controls and material weaknesses in internal control over financial reporting (US GAAP expertise and segregation of duties), elevating audit committee remediation demands under Yang’s chairmanship.
- Listing/compliance strain: Company failed to hold the annual meeting timely under Nasdaq rules and is seeking approval for a 1‑for‑10 to 1‑for‑250 reverse split to address minimum bid price—signals execution and capital markets risk.
- Equity plan parameters: 2025 Equity Incentive Plan authorizes up to 80,000,000 shares and sets a very high per‑director annual cap measured by grant date fair value ($100,000,000), which may raise dilution/governance concerns absent robust grant practices.
- Ownership concentration outside insiders: Multiple 5%+ BVI entities each hold ~8.7–9.7%, while insiders hold none—potential for influence without aligned board ownership.
- Compensation design: No disclosed performance metrics for director pay; absence of equity for directors in 2024 reduces long‑term alignment.
-
Related-party transactions: Company reports none meeting SEC disclosure thresholds in the last two fiscal years; Audit Committee reviews related‑party transactions.