DEF 14A of Tron Inc.
Filed Nov 26, 2025 · FY20240001493152-25-025216
Board of Directors
Board of Directors Members of Our Board of Directors Set forth below are the names of and certain biographical information about each member of our Board of Directors. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years. The Board, upon the recommendation of our Nominating and Governance Committee, has nominated: Richard Miller, Christopher Marc Melton, for election as directors, each to hold office until their successors are elected and qualified or until their earlier resignation or removal.
Board of Directors
| Name | Age | Position(s) | | Richard Miller | 58 | Chief Executive Officer and Director | | Weike Sun | 66 | Chairman of the Board of Directors | | Christopher Marc Melton | 54 | Independent Director | | Zhihong Liu | 59 | Independent Director | | Zi Yang | 27 | Independent Director |
Board of Directors
The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies: Richard Miller, Chief Executive Officer and Director, has served as Chief Executive Officer and Director of the Company since November 2020. Previously, Mr. Miller served as the Chief Operating Officer of Jupiter Wellness, Inc. from November 2018 until November 2020. Mr. Miller served as president of Caro Consulting, Inc. a consulting firm that advises emerging growth companies. Over the last twenty years Mr. Miller has provided strategic advice to hundreds of companies across diverse industries. He has assisted C Level executives with expanding, financing and other challenges emerging companies face. Mr. Miller co-founded of Teeka Tan Suncare Products in 2004 and oversaw the development, design and launch of a diverse sun care product line along with the public offering of the company. He is an advocate for school safety and local schools through his grass roots group My School Counts. Weike Sun, Chairman of the Board of Directors, has served as Chairman of the Board of Directors since June 2025. Mr. Sun began his career in journalism and public infrastructure administration in China. Following his extensive experience in the public sector, Mr. Sun transitioned to the private sector holding senior management and advisory role to several fintech companies since 2016, including Ruibo (Beijing) Technology and Peiwo Huanle (Beijing) Technology. He was the Chairman of Guangzhou Keyhiway Printing Technology, a listed company on China’s National Equities Exchange and Quotations (NEEQ) from March 2022 to July 2023. Mr. Sun holds a bachelor’s degree from Qinghai Normal College. Christopher Marc Melton, Director, has served as one of our directors since April 2022. Mr. Melton has served as director of SG Blocks, Inc. since November of 2011 and currently serves as the Audit Committee Chairman. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he ran in excess of $1 Billion book in media, telecom, and Japanese investment. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1 Billion plus in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. Mr. Melton is Principal and co-founder of Callegro Investments, a specialist land investor. He currently serves on several Public and Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company. Zhihong Liu, Director, has served on our Board since June 2025. Mr. Liu has been the senior advisor to Tron DAO since 2021, leading its strategic investment activities. Previously, Mr. Liu served as the board director of Valkyrie Investment helping to launch one of the first Bitcoin future ETFs in the US. Prior to joining the blockchain industry in 2021, he had held senior positions in the financial industry for over 20 years working for leading global firms including Ant Financial, NOMURA, Salomon Smith Barney and Fidelity Investment. Mr. Liu holds an MBA from Columbia University and a bachelor’s degree from Zhejiang University in China. Zi Yang, Director, has served as a director of the Company since June 2025. Mr. Yang has been active in the blockchain industry for over 5 years. Mr. Yang currently holds senior positions for several leading blockchain projects including Tronscan, the official blockchain explorer for Tron protocol. Mr. Yang holds a bachelor’s degree in Human Resource Management from Guangdong University of Foreign Studies in China.
Summary Compensation Table
Summary Compensation Table Compensation was paid to our principal executive officer and our two other most highly compensated executive officers (our named executive officers) during the fiscal years indicated below.
Summary Compensation Table
| | | | | Stock | Option | All Other | Total | | Name and Principal | | Salary | Bonus | Awards | Awards | Compensation | Compensation | | Position | Year | ($) | ($) | ($)(3) | ($)(3) | ($)(4) | ($) | | Richard Miller (1)(4) | 2023 | $175,000 | $50,000 | $- | $- | $25,000 | $250,000 | | Chief Executive Officer | 2024 | $201,979 | $- | $- | $- | $25,000 | $226,979 | | Douglas O. McKinnon(2)(4) | 2023 | $61,875 | $25,000 | $- | $- | $12,500 | $99,375 | | Chief Financial Officer | 2024 | $181,500 | $- | $- | $- | $25,000 | $206,500 | | Taft Flitner | 2023 | $100,000 | $68,717 | $- | $- | $- | $168,617 | | President | 2024 | $103,000 | $80,382 | $- | $- | $- | $183,382 |
Summary Compensation Table
| 1. | Mr. Miller was appointed as Chief Executive Officer on January 1, 2023. | | 2. | Mr. McKinnon was appointed Chief Financial Officer on August 14, 2023. | | 3. | There were no equity incentive plan compensation, option awards, nor stock awards in 2024 and 2023. | | 4. | Mr. Miller and Mr. McKinnon were each paid $25,000 for Director fees in 2024. |
Director Compensation
Director Compensation The following table sets forth the amounts paid to Directors during the years ended December 31, 2024 and 2023.
Director Compensation
| Directors | 2024 | 2023 | | Richard Miller | $25,000 | $25,000 | | Douglas O. McKinnon | $25,000 | $25,000 | | Christopher Marc Melton | $25,000 | $25,000 | | Gary Herman | $25,000 | $25,000 | | Hans Haywood | $25,000 | $25,000 |
Equity Compensation Plan Information
| | Number of securities to be issued upon exercise or vesting of outstanding equity awards (a) | Weighted- average exercise price of outstanding options (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | | Equity compensation plans not approved by security holders | 1,210,000 | $1.20 | 2,615,000 |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, we are providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”), and non-PEO named executive officers (“NEOs”) and certain financial performance of the Company for the fiscal years listed below.
Pay Versus Performance
| | Richard Miller – PEO | | Non PEO NEOs | | Value of Initial Fixed $100 Investment based | | | Fiscal Year | Summary Compensation Table Total(1) | Compensation Actually Paid(2) | Average Summary Compensation Table Total(3) | Average Compensation Actually Paid(4) | on Total Shareholder Return (“TSR”)(5) | Net Loss | | 2024 | $397,875 | $226,979 | $273,536 | $188,088 | $12.65 | $(4,339,345) | | 2023 | $250,000 | $250,000 | $142,203 | $142,203 | $31.12 | $(2,053,859) |
Pay Versus Performance
| (1) Represent the amounts of total compensation reported for our PEO during each corresponding year in the “Total” column of the Summary Compensation Table above. | | (2) Represents the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments: |
Pay Versus Performance
| Fiscal Year | Summary compensation table total for Richard Miller (S) | Reported value of equity awards for Richard Miller ($) | Fair value as of year-end for awards granted during the year ($) | Fair value year-over- year increase or decrease in unvested awards granted in prior years ($) | Fair value of awards granted and vested during the year ($) | Fair value increase or decrease from prior year end for awards that vested during the year ($) | Compensation actually paid to Richard Miller ($) | | 2024 | $397,875 | — | 170,896 | — | 170,896 | — | $226,979 | | 2023 | $250,000 | — | — | — | — | — | $250,000 |
Pay Versus Performance
| (3) Represents the average of the amounts reported for our NEOs as a group (excluding our PEO) in each applicable year in the “Total” column of the Summary Compensation Table above. For fiscal 2024, this includes Douglas O. McKinnon, Taft Flitner, and Deborah McDaniel-Hand (the “Non-PEO NEOs”). | | (4) Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year: |
Pay Versus Performance
| Fiscal Year | Average summary compensation table total for Non-PEO NEOs ($) | Reported value of equity awards for NEOs ($) | Fair value as of year-end for awards granted during the year ($) | Fair value year-over-year increase or decrease in unvested awards granted in prior years ($) | Fair value of awards granted and vested during the year ($) | Fair value increase or decrease from prior year end for awards that vested during the year ($) | Average compensation actually paid to Non-PEO NEOs ($) | | 2024 | $273,536 | $- | $85,448 | $- | $85,448 | $- | $188,088 | | 2023 | $142,203 | $- | $- | $- | $- | $- | $142,203 |
Pay Versus Performance
| (5) TSR is cumulative for the measurement periods beginning on August 15, 2023 (the initial day of trading following the pricing of our initial public offering) and ending on December 31, 2024, calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the end of the measurement period. No dividends were paid in fiscal 2024. | | (6) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable years. | | The illustrations below provide an additional graphical description of CAP compared to both our cumulative TSR and our net loss. As the illustrations show, the compensation actually paid to our PEO and Former PEO and the average amount of compensation actually paid to our non-PEO NEOs during the periods presented are not directly correlated with TSR. We do utilize several performance measures to align executive compensation with our performance, but those tend not to be financial performance measures, such as TSR. Compensation actually paid is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share-price volatility during the fiscal year, our mix of performance metrics and other factors. |
Pay Versus Performance
The illustration below compares our cumulative TSR over the period from our initial public offering date to December 31, 2024.
PROPOSAL NO. 1: ELECTION OF DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR
PROPOSAL NO. 1: ELECTION OF DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR
UNTIL THEIR RESPECTIVE SUCCESSORS SHALL HAVE BEEN DULY ELECTED
UNTIL THEIR RESPECTIVE SUCCESSORS SHALL HAVE BEEN DULY ELECTED
AND QUALIFIED
AND QUALIFIED
NOMINEES FOR ELECTION AS DIRECTOR
NOMINEES FOR ELECTION AS DIRECTOR A total of five directors will be elected at the Annual Meeting to serve until the next annual meeting of shareholders, or until their successors are duly elected and qualified. Of the Board members whose term expires at the Annual Meeting, Richard Miller, Weike Sun, Christopher Marc Melton, Zhihong Liu and Zi Yang are all standing for re-election. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholders returning such proxies. If no choice has been specified by a shareholder, the shares will be voted FOR the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board. If a quorum is present and voting, the nominees for directors receiving a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting will be elected. Abstentions and broker non-votes will have no effect on the vote.
NOMINEES FOR ELECTION AS DIRECTOR
NOMINEES FOR ELECTION AS DIRECTOR