Professional Diversity Network appoints Yiran Gu as CFO and director; employment terms filed

Rhea-AI Filing Summary

Professional Diversity Network acknowledged the resignation of interim Chief Financial Officer Lisa Fan and appointed Yiran Gu as Chief Financial Officer and a director, filling a board vacancy. Ms. Gu, age 35, joins from Koala Malta Limited where she led corporate strategy and investor relations since July 2021, and previously served as COO at GNET Tech Holdings from September 2019 to June 2021. She holds an M.A. from the University of York and a B.A. from China West Normal University.

The company entered a 12‑month employment agreement effective August 8, 2025. Her base salary will be paid in common stock with an aggregate fair market value of $100,000 per year; no additional annual bonus or equity awards are specified. Severance provisions include payment of earned unpaid base salary if terminated without cause and, upon a change of control, a lump sum equal to 12 months base salary, a pro‑rated target annual bonus, and immediate vesting of all unvested equity awards. The employment agreement and a director indemnification form are filed as exhibits.

Positive

• Vacancy filled: The company appointed a permanent CFO and added a director, restoring executive leadership continuity.
• No disagreement: The resignation of the interim CFO is reported as not due to any disagreement with the company.
• Stock‑based salary reduces immediate cash outflow: Base compensation is paid in common stock with an aggregate fair market value of $100,000 per year.
• No related‑party concerns disclosed: The filing states there are no transactions since the start of the last fiscal year that must be reported under Item 404(a).

Negative

• Interim CFO resignation: The departure of the interim Chief Financial Officer represents a leadership change that may cause short‑term transition risk.
• Change‑of‑control severance: The employment agreement provides for 12 months cash, a pro‑rated bonus, and 100% immediate vesting upon a change of control, creating potential contingent cash and equity costs.
• Stock‑only base pay: Paying base salary in stock could dilute existing shareholders and depends on valuation timing and method; no cash salary or additional incentives are specified.

Insights

Financial Analyst

TL;DR: Routine CFO replacement; stock‑based pay conserves cash but change‑of‑control severance and immediate vesting create contingent costs.

The appointment fills an executive and board vacancy and clarifies near‑term financial leadership. Paying the $100,000 annual base salary in common stock reduces near‑term cash outflows, which can help liquidity, but it implies dilution pressure and requires clear valuation methodology for each grant date. The lack of a specified cash bonus or additional equity grants simplifies near‑term compensation expense but may limit traditional performance incentives. The change‑of‑control severance (12 months cash, pro‑rated bonus, 100% vesting) establishes a defined contingent liability that could accelerate cash and equity outflows if triggered; its materiality depends on company size and any potential transaction value. Overall impact: neutral in absence of further financial context.

Corporate Governance Expert

TL;DR: Board filled vacancy with an experienced executive and executed standard indemnification; disclosures show no related‑party conflicts.

The Board appointed Ms. Gu upon recommendation of the Nominating and Governance Committee and contemporaneously executed the company’s standard director indemnification agreement, which is consistent with common governance practice. The filing explicitly states there are no family relationships or reportable related‑party transactions since the start of the last fiscal year, which supports independence and transparency. The employment arrangement’s stock‑based base salary and the change‑of‑control protections are noteworthy governance elements to monitor for shareholder dilution and alignment with long‑term incentives. Impact: neutral given routine nature of the disclosure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025 (August 7, 2025)

PROFESSIONAL DIVERSITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35824		80-0900177
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of Principal Executive Office) (Zip Code)

(312) 614-0950

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		IPDN		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On August 7, 2025, the Board of Directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”) took the following actions: (i) acknowledged the resignation of Ms. Lisa Fan as interim Chief Financial Officer; and (ii) appointed Ms. Yiran Gu as the new Chief Financial Officer and a new director to fill one vacancy.

Resignation of Interim Chief Financial Officer

On August 7, 2025, Ms. Lisa Fan resigned from her position with the Company as the interim Chief Financial Officer, effective immediately. Ms. Lisa Fan’s decision to resign is not a result of any disagreement with the Company.

Appointment of New Chief Financial Officer

On August 7, 2025, the Board appointed Ms. Yiran Gu as the Company’s Chief Financial Officer, effective as of August 8, 2025.

Ms. Yiran Gu, age 35, brings extensive experience in corporate strategy, operational governance and financial oversight. Ms. Gu has served as a director and chief strategy officer at Koala Malta Limited since July 2021, where she leads corporate strategy, operational governance, capital planning, and investor relations initiatives in the international financial services sector. From September 2019 to June 2021, she was purchasing manager and chief operating officer at GNET Tech Holdings Limited in London, responsible for procurement strategy, vendor management, and communications. Earlier in her career, Ms. Gu worked as a college counselor at Sichuan Normal University, focusing on student advising and career planning. She holds a master of arts degree from the University of York and a bachelor of arts degree from China West Normal University.

There is no arrangement or understanding between Ms. Gu and any other person pursuant to which she was selected as an officer of the Company, and there is no family relationship between Ms. Gu and any of the Company’s other directors or executive officers. Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Gu had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with her appointment, on August 8, 2025, the Company entered into an employment agreement with Ms. Gu (the “Employment Agreement”). The material terms of the Employment Agreement are summarized as follows: 

Term: 12 months commencing August 8, 2025, unless terminated earlier pursuant to the Employment Agreement

Base Salary: shares of common stock of the Company with an aggregate fair market value of $100,000 USD per year, as determined on the date of each grant

Annual Bonus: no additional annual bonus specified apart from the base salary in shares

Equity Awards: no additional equity awards specified apart from the base salary in shares

Severance: if upon termination without cause: payment of earned but unpaid base salary prior to termination; if Upon termination due to change of control: (1) a lump sum cash payment equal to 12 months of base salary, (2) a lump sum cash payment equal to a pro-rated target annual bonus for the year prior to termination, (3) as applicable, immediate vesting of 100% of unvested outstanding equity awards.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Appointment of New Director

On August 7, 2025, upon the recommendation of the Company’s Nominating and Governance Committee, the Board appointed Ms. Yiran Gu to fill one vacancy of the Board, effective immediately.

There is no arrangement or understanding between Ms. Gu and any other person pursuant to which she was selected as a director. There are no family relationships between Ms. Gu and any director or executive officer of the Company. Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Gu or any member of her immediate family had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with her appointment as a director, on August 8, 2025, Ms. Gu entered into the Company’s standard form of indemnification agreement for its directors, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement, dated August 8, 2025, by and between Professional Diversity Network, Inc. and Yiran Gu.
10.2		Form of Director and Executive Officer’s Indemnification Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Professional Diversity Network, Inc.
Date:  August 11, 2025	By:	/s/ Hao Zhang
	Name:	Hao Zhang
	Title:	Chairman of the Board

3

FAQ

Who resigned as CFO of Professional Diversity Network (IPDN)?

Lisa Fan resigned as interim Chief Financial Officer, effective August 7, 2025, and her resignation was not due to any disagreement with the company.

Who is the new CFO and when did she become effective?

Yiran Gu was appointed Chief Financial Officer and a director, effective August 8, 2025.

What is Ms. Yiran Gu’s background and education?

Ms. Gu is 35 years old, served as director and Chief Strategy Officer at Koala Malta Limited since July 2021, was purchasing manager and COO at GNET Tech from September 2019 to June 2021, and holds an M.A. from the University of York and a B.A. from China West Normal University.

What are the key terms of Ms. Gu’s employment agreement?

The agreement is for 12 months commencing August 8, 2025; base salary is paid in common stock with aggregate fair market value of $100,000 per year; no additional annual bonus or equity awards are specified.

What severance protections does the employment agreement provide?

If terminated without cause, the company pays earned but unpaid base salary. If termination occurs due to a change of control, the agreement provides: (1) a lump sum cash payment equal to 12 months of base salary, (2) a lump sum equal to a pro‑rated target annual bonus, and (3) immediate vesting of 100% of unvested outstanding equity awards.

Are there any related‑party transactions involving Ms. Gu?

The filing states there have been no transactions since the beginning of the company’s last fiscal year, and no currently proposed transactions, that would require reporting under Item 404(a) involving Ms. Gu.