DEF 14A of Next Technology Holding Inc.
Filed May 6, 2025 · FY20240001213900-25-039876
PROPOSAL 2: Election of Directors Proposal
PROPOSAL 2: Election of Directors Proposal Our Board currently consists of four members. The Nomination Committee and the Board have unanimously approved the recommended slate of four directors. The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next Annual Meeting of Stockholders or until a successor is named and qualified, or until his or her earlier resignation or removal. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the stockholder, the accompanying proxy will be voted for the election of the four persons named under the heading “Nominees for Director.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.
Nominees For Director Until the Next Annual Meeting of Shareholders or Until Their Respective Successors Have Been Duly Elected and Qualified
Nominees For Director Until the Next Annual Meeting of Shareholders or Until Their Respective Successors Have Been Duly Elected and Qualified
Nominees For Director Until the Next Annual Meeting of Shareholders or Until Their Respective Successors Have Been Duly Elected and Qualified
| Name | Age | Position with the Company | Director Since | | Lichen Dong | 39 | Chairman of the Board, Independent Director | December 2023 | | Jianbo Sun | 39 | Independent Director | December 2023 | | Tian Yang | 28 | Independent Director | August 2024 | | Qi Wang | 29 | Independent Director | N/A |
Nominees For Director Until the Next Annual Meeting of Shareholders or Until Their Respective Successors Have Been Duly Elected and Qualified
The Nominating Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for election or re-election as a member of our Board.
Nominees Biographies
Nominees Biographies
Consideration of Director Nominees
Consideration of Director Nominees As specified in our Corporate Governance Principles, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to us and our success. The Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria reflected in the Corporate Governance Principles. The Nominating and Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and us, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. We did not pay fees to any third party to assist in the process of identifying or evaluating director candidates for the fiscal year ended December 31, 2024. The Nominating Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management, or third parties. Our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at the Annual Meeting. To recommend a nominee for election to the Board of Directors, a stockholder must submit his or her recommendation to the Corporate Secretary at the address appearing on the first page of this proxy statement. Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received by us prior to the date set forth under “Proposals of Stockholders at the Next Annual Meeting of Stockholders” included herein. A stockholder’s recommendation must be accompanied by the information with respect to stockholder nominees that is required under the charter of the Nominating Committee.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee periodically evaluates the compensation of directors and recommends compensation changes to the Board as appropriate. Before fiscal year 2024 we paid members of our Board $33,000 per quarter, and we did not pay such amount during the fiscal year 2024. These arrangements compensate our directors for their Board responsibilities while aligning their interests with the long-term interests of our stockholders. Under the Company’s Insider Trading Policy, it is improper for directors to engage in short-term or speculative transactions in the Company’s securities. The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2024.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings | All Other Compensation ($) | Total ($) | | Lichen Dong | 60,000 | — | — | — | — | — | 60,000 | | Tian Yang | 10,000 | — | — | — | — | — | 10,000(1) | | Mahesh Thapaliya | 24,000 | — | — | — | — | — | 24,000 | | Jianbo Sun | 24,000 | — | — | — | — | — | 24,000 |
DIRECTOR COMPENSATION
(1) Such amounts were accrued based on his appointment date in 2024. Mr. Tian Yang was appointed as a director of the Company on August 9, 2024. The initial term on employment agreements shall automatically be extended on a yearly basis unless either party gives written notice to the other party 60 days prior to the expiration of the initial term stating that such party does not wish to extend the agreement.
Executive Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Weihong Liu | 2024 | 22,000 | — | — | — | — | — | 22,000(1) | | CEO | 2023 | — | — | — | — | — | — | — | | HechunWei(2) | 2024 | — | — | — | — | — | — | | | Former CEO | 2023 | 24,000 | — | — | — | — | — | 24,000 | | Eve Chan | 2024 | 4,000 | — | — | — | — | — | 4,000(3) | | CFO and Secretary | 2023 | — | — | — | — | — | — | | | Ken Tsang | 2024 | 18,000 | — | — | — | — | — | 18,000(4) | | Former CFO and Secretary | 2023 | 2,000 | — | — | — | — | — | 2,000 | | Annie Huang(5) | 2024 | — | — | — | — | — | — | — | | Former CFO and Secretary | 2023 | 24,000 | — | — | — | — | — | 24,000 | | Nan Ding | 2024 | 24,000 | — | — | — | — | — | 24,000 | | COO | 2023 | — | — | — | — | — | — | — |