YZi Labs, the investment firm linked to former Binance CEO Changpeng Zhao, has exposed significant governance issues and forced an executive resignation at CEA Industries (BNC), a company described as a "BNB treasury company." The firm raised alarms over a controversial $1.98 million payout to the departing CEO and weak internal financial controls.
According to a detailed report, YZi Labs questioned the transparency and approval processes behind the CEO's compensation package. The $1.98 million total included a $375,000 retroactive consulting fee, approximately $276,000 in future consulting payments, about $434,300 in equity-related payouts not approved by shareholders, and a $900,000 severance payment tied to restrictive contractual terms. YZi Labs argued this payout structure highlighted deeper issues in oversight and corporate discipline.
The firm also identified critical weaknesses in CEA's financial governance, noting that one individual had simultaneously held both the CEO and chief financial officer roles, reducing accountability. Gaps were found in key processes like revenue recognition, taxation controls, and equity compensation management. Furthermore, YZi Labs flagged related-party transactions, revealing that an asset management firm connected to a board director received $2 million in fees in early 2026, with total payments reaching roughly $3.8 million since mid-2025.
The governance dispute culminated in the resignation of Hans Thomas, a CEA executive and founding partner of 10x Capital, effective March 20, 2026. YZi Labs, the company's largest investor, had been pressuring CEA for governance changes, specifically criticizing the asset management agreement between CEA and 10X Capital Asset Management (where Thomas was CEO) for negatively impacting shareholder value. Following Thomas's departure, YZi Labs filed an SEC notification of its intention to add seven new members to CEA's board, aiming to gain complete control over the BNB treasury company.
