Mega Matrix Inc. · Investor Relations

Corporate Governance

Mega Matrix Inc. is committed to sound governance practices that support Board oversight, independent judgment, and accountability to shareholders. This page sets out committee composition, governance documents, and the Board’s practices.

Board Committee Chart

Committee membership as of the date of the Company’s most recent annual report on Form 20-F. C denotes Chair and M denotes Member.

Board committee membership matrix. C = Chair, M = Member, an em dash indicates the director does not serve on that committee.
Director Independent Audit Compensation Executive
Yaman Demir
Chairman of the Board		 No Not a member Not a member Not a member
Yucheng Hu
President & Chief Executive Officer		 No Not a member Not a member Member (sole member)
Dr. Yunhao Chen
Audit committee financial expert		 Yes Chair Member Not a member
Qin Yao Yes Member Chair Not a member
  • Chair
  • Member
  • Not a member

Governance Documents & Charters

The following policies are filed as exhibits to the Company’s filings with the U.S. Securities and Exchange Commission and are hosted on SEC.gov.

  • Code of Business Conduct and Ethics

    Exhibit 11.1 · Mega Matrix Inc.

    Standards for ethical conduct across the organization, addressing integrity, conflicts of interest, legal compliance, accuracy of financial reporting, protection of assets, and handling of confidential information. Applies to all directors, officers and employees, and includes mechanisms for reporting and investigating alleged violations.

    View document (opens SEC.gov in a new tab)

  • Insider Trading Compliance Program

    Exhibit 11.2 · Mega Matrix Inc.

    Prohibits directors, officers, employees and consultants from trading Company securities while in possession of material nonpublic information, and requires preclearance of transactions by designated insiders. Also restricts disclosure of confidential Company information and extends the same restrictions to material nonpublic information about business partners.

    View document (opens SEC.gov in a new tab)

  • Policy for the Recovery of Erroneously Awarded Compensation

    Exhibit 97 · Clawback policy

    Establishes procedures for the Board to recover incentive-based compensation from executive officers following an accounting restatement due to material noncompliance with financial reporting requirements. The Compensation Committee assesses erroneously awarded amounts and pursues recovery through reimbursement, forfeiture or offset against future compensation.

    Note: filed by Mega Matrix Corp., the Company’s predecessor entity, prior to the redomiciliation.

    View document (opens SEC.gov in a new tab)

Governance FAQ

Common questions about the Board, its committees and the Company’s governance documents.

Who serves on the Audit Committee of Mega Matrix Inc.?

The Audit Committee consists of Dr. Yunhao Chen, who serves as Chair, and Ms. Qin Yao. Both are independent directors within the meaning of Sections 803A and 803B(2) of the NYSE American Company Guide, and Dr. Chen has been determined to be an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K.

Who serves on the Compensation Committee of Mega Matrix Inc.?

The Compensation Committee consists of Ms. Qin Yao, who serves as Chair, and Dr. Yunhao Chen. Both are independent directors and qualify as non-employee directors as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

Does Mega Matrix Inc. have a nominating committee?

No. The Company does not have a formal nominating committee. The independent directors separately consider and make recommendations to the full Board regarding any candidate being considered for Board service, and the full Board reviews and makes determinations regarding such candidates. The Board believes it is unnecessary to formally establish such a committee in light of this practice.

Which NYSE American corporate governance requirements does Mega Matrix follow home country practice for?

As a Cayman Islands company, Mega Matrix Inc. follows Cayman Islands corporate governance practices in lieu of three NYSE American requirements: the majority independent director requirement under Section 803, the requirement under Section 803 that an audit committee comprise at least three members, and the requirement under Section 713 to seek shareholder approval for the issuance of more than 20% of outstanding shares at a price less than the Minimum Price.

Where can I find Mega Matrix’s corporate governance documents?

The Code of Business Conduct and Ethics, the Insider Trading Compliance Program, and the Policy for the Recovery of Erroneously Awarded Compensation are filed as exhibits to the Company’s SEC filings and are linked on this page. The Audit Committee and Compensation Committee charters are available on request from Investor Relations at investor.services@megamatrix.io.