DEF 14A of Power Solutions International, Inc.
Filed Jun 13, 2025 · FY20240001193125-25-140283
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 or until their successors, if any, are elected or appointed. The Company’s Certificate of Incorporation and Bylaws provide for the annual election of directors. Each director must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted “FOR” the election of all director nominees. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. Kenneth W. Landini will serve out the remainder of his current term but will not stand for re-election. The Company would like to thank Mr. Landini for his service to the Company and the Board. The following table and biographical summaries set forth, with respect to each nominee for director, his/her committee membership, his/her age, the year in which he/she first became a director of the Company, and whether or not Weichai America Corp. (“Weichai America”), a wholly owned subsidiary of Weichai Power Co., Ltd. (“Weichai Power”) (herein together referred to as “Weichai”) designated such director to serve on the Board pursuant to the Investor Rights Agreement, entered into by the Company and Weichai (as discussed in the “Related Person Transactions” section in this proxy statement).
ELECTION OF DIRECTORS
| Name | Position | Committee | Age | Director Since | Weichai Designee | | Jiwen Zhang | Chairman of the Board | Strategic (Chair) | 54 | 2023 | Yes | | Kui Jiang | Director | Compensation; Nominating (Chair) | 61 | 2024 | Yes | | Frank P. Simpkins | Director | Audit (Chair); Nominating; Strategic | 62 | 2017 | No | | Courtney C. Shea | Director | — | 64 | — | No | | Hong He | Director | Audit; Compensation (Chair) | 56 | 2019 | No | | Gengsheng Zhang | Director | Nominating; Strategic | 57 | 2022 | Yes | | Fuzhang Yu | Director | Compensation | 38 | 2023 | Yes |
ELECTION OF DIRECTORS
Below are the biographies for our director nominees, including information concerning their specific experiences, qualifications, attributes and skills that led the Board to conclude that the nominee should serve on the Board:
DIRECTORS
DIRECTORS
DIRECTORS
| Jiwen Zhang | Age: 54 | Chairman of the Board PSI Committee: | | | | • Strategic Committee (Chair) |
DIRECTORS
Biography: Mr. Jiwen Zhang has served as a director and Chairman of the Board of the Company since March 29, 2023. Mr. Jiwen Zhang also has served as the Chair of the Strategic Committee since May 4, 2023. Mr. Jiwen Zhang has served as Chief Executive Officer of Weichai America, which focuses on researching and developing a full line of off-road natural gas engines and engine components, since February 2023, and previously served as Chairman of Weichai America from February 2023 until April 2024. Weichai America is a wholly owned subsidiary of Weichai Power, a publicly traded company on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange. Mr. Jiwen Zhang has over twenty years of experience in the engine industry. From January 2013 to December 2022, Mr. Jiwen Zhang served as President of Kohler Power Systems, a multinational company located in Wisconsin, which specialized in diesel and gaseous generators, and was responsible for oversight of the global business operations. Prior to this, Mr. Jiwen Zhang served as Managing Director Commercial of Fiat Powertrain APAC from September 2010 to December 2012, Vice President of Volvo Penta Region Asia from May 2002 to August 2010, and Customer Service General Manager of a Caterpillar distributor Lei Shing Hong machinery from September 1994 to April 2002. Mr. Jiwen Zhang earned his Executive Master of Business Administration from University of Texas at Arlington and bachelor’s degree of Mechanical & Electrical Engineering from University of Science and Technology of China. Mr. Jiwen Zhang serves on the Board as a Weichai designee. Mr. Jiwen Zhang brings to the Board extensive and effective leadership experience demonstrated through his executive and management roles at leading engine manufacturers.
DIRECTORS
| Kui Jiang | Age: 61 | PSI Committees: | | | | • Compensation Committee | | | | • Nominating Committee (Chair) |
DIRECTORS
Biography: Mr. Jiang has served as a director of the Company since May 23, 2024. Mr. Jiang also serves as the Chair of the Nominating and Governance Committee (“Nominating Committee”) and a member of Compensation Committee. Mr. Jiang previously served as a member of the Board of the Company from 2017 to 2020. Mr. Jiang has served as Senior President of Weichai Power and the Chairman of the Board of Directors of Weichai America since 2024. Mr. Jiang served as President of Shandong Heavy Industry Group Co., Ltd, a leading automobile and equipment manufacturing group, from 2009 to 2023. Prior to that, Mr. Jiang has held various leadership positions, including Executive Deputy General Manager and Vice Chairman of Weichai Group Holdings Limited; Vice President of Shantui Construction Machinery Co., Ltd.; Chairman of Strong Construction Machinery Co., Ltd.; Chief Engineer and Deputy General Manager of Shantui Import and Export Company; and Deputy General Manager of Shantui Engineering Machinery Co., Ltd. Mr. Jiang has served as a member of the Supervisory Board of KION GROUP AG, a global leader in industrial trucks, related services and supply chain solutions publicly-traded on the Frankfurt Stock Exchange; a member of the Board of Directors of Sinotruck, a truck manufacturer publicly-traded on the Hong Kong Stock Exchange; a member of the Board of Directors of Ballard Power Systems Inc., a company in fuel cell production publicly-traded on Nasdaq; a member of the Board of Hydraulics Drive Technology Beteiligungs GmbH, Chairman of Strong Construction Machinery Co., Ltd.; and a member of the Board of Directors of Weichai Power, a publicly traded company on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange and a leading global designer and manufacturer of diesel engines. Mr. Jiang earned his Master of Business Administration from Wright State University and bachelor’s degree of Engineering from the Automobile Engineering Department of Tsinghua University. Mr. Jiang serves on the Board as a Weichai designee. Mr. Jiang brings to the Board extensive managerial experience and leadership gained through his executive roles at leading engine manufacturers.
DIRECTORS
| Frank P. Simpkins | Age: 62 | PSI Committees: | | | | • Audit Committee (Chair) | | | | • Nominating Committee | | | | • Strategic Committee |
DIRECTORS
Biography: Mr. Simpkins has served as a director of the Company since July 13, 2017. Mr. Simpkins is the Chair of the Audit Committee and is also a member of the Nominating Committee and the Strategic Committee. Mr. Simpkins has over 25 years of executive management and financial experience. From June 2016 to December 2016, he served as Chief Financial Officer of Emerson Network Power, part of Emerson Electric Co., a publicly traded company on the New York Stock Exchange (the “NYSE”). From 2006 to 2015, Mr. Simpkins served as Vice President and Chief Financial Officer of Kennametal Inc., a publicly traded company on the NYSE and a global leader in the design and manufacture of engineered components, advanced materials and cutting tools. Prior to that role, Mr. Simpkins held various positions within Kennametal since 1995. Prior to Kennametal, he worked as a Manager for PricewaterhouseCoopers from 1986 to 1995. Mr. Simpkins has served on the Advisory Board of Anovion, an advanced battery materials business in North America for synthetic graphite anode materials since September 2022. Mr. Simpkins has been a member of the Board of Directors of EXRO Technologies since July 2023 and is also the Chair of the Audit Committee and a member of the Nominating Committee. Mr. Simpkins holds a Bachelor of Science degree in Accounting from Pennsylvania State University. Mr. Simpkins qualifies as an “Audit Committee Financial Expert” under applicable SEC regulations and has substantial public-company reporting experience gained from his roles as Chief Financial Officer during his career. Mr. Simpkins brings to the Board significant management experience, as well as his experience as a Chief Financial Officer.
DIRECTORS
| Courtney C. Shea | Age: 64 |
DIRECTORS
Biography: Ms. Shea is nominated for the first time to the Board. Ms. Shea had an over 30 years’ experience in U.S. public finance in which she served as both a municipal advisor and investment banker working with state and local governments, not for profits and universities, in their issuance of municipal bonds. Ms. Shea served as the Managing Member of Columbia Capital Management, a national municipal advisory firm, from September 2013 until her retirement from the firm in April 2021. Prior to her tenure at Columbia Capital Management, Ms. Shea was an investment banker with several Wall Street firms, including serving as National Head of Public Finance at a division of ABN AMRO for five years. Ms. Shea has served as an independent director and member of Audit, Environmental and Social Responsibility, Finance and Risk Oversight Committees of Assured Guaranty Ltd., a public company listed on the New York Stock Exchange since May 2021. Ms. Shea was an independent director and Audit Committee chair of the Professional Diversity Network from March 2019 until August 2024. Additionally, she serves on several not-for profit boards, including the Joffrey Ballet and the Milken Institute Center for Financial Markets Public Finance Advisory Council. Ms. Shea was a founding member of Women in Public Finance, a women’s professional organization founded in 1996, and has been a Certified Director by the National Association of Corporate Directors. Ms. Shea holds a Cybersecurity Certification from the Private Directors Association. Ms. Shea is an Illinois licensed attorney. Ms. Shea has a Bachelor’s degree in Economics from University of Notre Dame, a Juris Doctor degree from Loyola University Law School, and a Masters of Business Administration degree from University of Chicago Graduate School of Business. Ms. Shea will bring to the Board skills and experience in finance, auditing and risk management.
DIRECTORS
| Hong He | Age: 56 | PSI Committees: | | | | • Audit Committee | | | | • Compensation Committee (Chair) |
DIRECTORS
Biography: Mr. He has served as a director of the Company since November 14, 2019. Mr. He is the Chair of the Compensation Committee and is also a member of the Audit Committee. Mr. He has served as Director, Financial Planning & Analysis for CytomX Therapeutics (“CytomX”), a Nasdaq-listed biotechnology company, since February 2021, and previously served as a Consultant to CytomX beginning in February 2020. Previously, Mr. He served as Director of Finance and Reporting for Blackthorn Therapeutics, a clinical-stage biotechnology company, from June 2019 to December 2019. Prior to that, Mr. He served as the Head of Finance at GenapSys, Inc. from 2018 until May 2019. From 2014 until 2018, Mr. He was the Finance Director of SciClone Pharmaceuticals, Inc., a Nasdaq-listed specialty pharmaceutical company with its main operations in China. Mr. He earned his Bachelor of Science degree in Accounting from Beijing University of Technology in July 1992 and his Master of Business Administration degree from University of Chicago Booth School of Business in December 2006. Mr. He is a U.S. certified management accountant and a China certified public accountant. Mr. He qualifies as an “Audit Committee Financial Expert” under applicable SEC regulations and has substantial public company reporting experience gained from his roles as a financial officer and controller of public companies during his career. Mr. He brings to the Board substantial financial and managerial experience gained through leadership roles at public companies.
DIRECTORS
| Gengsheng Zhang | Age: 57 | PSI Committees: | | | | • Nominating Committee | | | | • Strategic Committee |
DIRECTORS
Biography: Mr. Gengsheng Zhang has served as a director of the Company since September 16, 2022. In addition, he serves as a member of the Nominating Committee and the Strategic Committee. Mr. Gengsheng Zhang has served as Vice General Manager of Shandong Heavy Industry Group Co., Ltd (“SHIG”), a leading automobile and equipment manufacturing group, since July 2023. Previously, he served as Director of International Cooperation and Business Synergy Department for SHIG from March 2022 to June 2023. Mr. Zhang previously served as Deputy General Manager of Weichai Group, a multi-field and multi-industry international group which owns six business segments of powertrain, intelligent logistics, automotive, construction machinery, luxury yacht, and finance & after-services, from August 2020 to March 2022. Prior to Weichai Group, he served as Assistant General Manager of Weichai Group (and later as Deputy General Manager) and Chairman and Chief Executive Officer of SHIG India Pvt Ltd., a subsidiary of SHIG, from December 2019 to August 2020. Prior to that, he served as Assistant General Manager of Weichai Group and General Manager of Shandong Weichai Import & Export Company, from May 2012 to December 2019. Prior to that, he served as Director of Weichai International Service Department from October 2005 to May 2012. Earlier in his career, Mr. Gengsheng Zhang was employed in various leadership and engineering roles at manufacturing organizations. Mr. Gengsheng Zhang earned a bachelor’s degree in Engineering from Shandong Polytechnic University in 1990 and an Executive Master of Business Administration from China-Europe International Business School in 2014. Mr. Gengsheng Zhang serves on the Board as a Weichai designee. Mr. Gengsheng Zhang brings to the Board in-depth management experience in manufacturing and engineering.
DIRECTORS
| Fuzhang Yu | Age: 38 | PSI Committee: | | | | • Compensation Committee |
DIRECTORS
Biography: Mr. Yu has served as a director of the Company since July 2023. In addition, Mr. Yu is a member of the Compensation Committee. Mr. Yu has served as Director of the Overseas Finance Department of Weichai Group since May 2023 and Vice Director from January 2023 to May 2023. Prior to that, Mr. Yu served as Chief Financial Official of Shaanxi Hande Axle Co., Ltd, a leading commercial vehicle axle manufacturer in China from February 2021 to January 2023. From February 2019 to February 2021, Mr. Yu served as Chief Financial Officer of Weichai Ballard Co., Ltd (“Weichai Ballard”), a joint venture of Weichai Power and Ballard Power Systems Inc. Prior to his role at Weichai Ballard, Mr. Yu served in various leadership roles in the Finance Department at Weichai Power from January 2009 to February 2019. Mr. Yu earned his bachelor’s degree in Management from Beijing Forestry University, China in 2009. Mr. Yu is a China certified public accountant. Mr. Yu serves on the Board as a Weichai designee. Mr. Yu brings to the Board extensive accounting experience as well as management experience through his roles at engine manufacturers. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
Compensation Committee
| • | making recommendations to the Board regarding director compensation; |
Director Compensation
Director Compensation For 2024, PSI directors generally received the following compensation for their services as members of the Board:
Director Compensation
| • | A cash retainer of $50,000 per year; |
Director Compensation
| • | An additional cash retainer of $25,000 per year to the Chairman of the Board and the Chair of the Audit Committee; |
Director Compensation
| • | An additional cash retainer of $15,000 per year to the Chair of the Compensation Committee; |
Director Compensation
| • | 5,000 shares of restricted stock per year; and |
Director Compensation
| • | Meeting fees of $1,500 per day for each Board and Board committee meeting. |
Director Compensation
The Company also reimburses directors for necessary and reasonable travel and other related expenses incurred in connection with the performance of their official duties and attendance at each meeting of the Board or any Board committee. The table below summarizes the compensation paid to each director for their service on the Board for the year ended December 31, 2024:
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Jiwen Zhang | $109,500 | — | $109,500 | | Shaojun Sun(2) | $47,258 | — | $47,258 | | Frank P. Simpkins | $124,500 | $117,213 | $241,713 | | Kenneth W. Landini | $80,000 | $117,213 | $197,213 | | Hong He | $99,578 | $117,213 | $216,791 | | Gengsheng Zhang(3) | — | — | — | | Fuzhang Yu(3) | — | — | — | | Kui Jiang(4) | $52,742 | — | $52,742 |
Director Compensation
| (1) Reflects the aggregate grant date fair value of restricted stock granted to Messrs. Simpkins, Landini and He on December 12, 2024, which will vest on July 10, 2025, and related to their 2024 Board service. The grant date fair value is computed in accordance with FASB ASC Topic 718. As of December 31, 2024 Messrs. Simpkins, Landini and He each had 5,000 outstanding shares of restricted stock. |
Director Compensation
| (2) On May 23, 2024, Mr. Sun resigned as member of the Board, effective as of that date. |
Director Compensation
| (3) Mr. Gengsheng Zhang and Mr. Fuzhang Yu did not earn any fees for their 2024 Board and Committee services. |
Director Compensation
| (4) Mr. Jiang was appointed to the Board effective May 23, 2024 and will continue to serve until the Company’s 2025 annual meeting of stockholders or until his successor is duly elected and qualifies. Mr. Jiang has earned fees for his 2024 Board and Committee services but not been paid such fees. |
EXECUTIVE COMPENSATION
| (1) Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
Summary Compensation Table
Summary Compensation Table The table below summarizes our named executive officers’ compensation for the services rendered to the Company, in all capacities, for the years ended December 31, 2024, and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Option/ SAR Awards | Nonequity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | C. (Dino) Xykis | 2024 | $539,846 | $71,985 | — | $534,674 | $62,728 | $1,209,233 | | Chief Executive Officer | 2023 | $472,692 | $317,681 | $216,542 | $383,827 | $58,540 | $1,449,282 | | Xun (Kenneth) Li | 2024 | $385,851 | $38,585 | — | $264,166 | $14,574 | $703,176 | | Chief Financial Officer | 2023 | $368,308 | $72,273 | — | $209,935 | $10,314 | $660,830 | | Randall Lehner(4) | 2024 | $282,692 | $38,500 | — | $201,624 | $19,508 | $542,324 | | General Counsel | 2023 | — | — | — | — | — | — |
Summary Compensation Table
| (1) The amounts reported for each named executive officer in this column for 2024 include (i) for Mr. Xykis: (a) $53,985 for the payment of the 2024 LTI Plan, which is described below under “Long Term Incentive Plan”, and (b) $18,000 for retro payment related to lost wages from 2016; (ii) for Mr. Li: (a) $38,585 for the 2024 LTI Plan payment; and (iii) for Mr. Lehner: (a) $35,000 for the 2024 LTI Plan payment, and (b) $3,500 as a one-time bonus. |
Summary Compensation Table
| (2) The amounts reported for each named executive officer in this column for 2024 represent their 2024 Key Performance Indicator (“KPI”) Plan, amounts. A description of the Company’s 2024 KPI plan is which is described below under “2024 Key Performance Indicator Plan;” |
Summary Compensation Table
| (3) The reported amounts for 2024 in the “All Other Compensation” column include (i) for Mr. Xykis: (a) $2,286 for life insurance premiums, (b) $44,700 for automobile-related expenses (including an automobile and automobile lease allowances), (c) $1,942 for reimbursement of car insurance premiums and gross up of taxes related to reimbursement and (d) $13,800 for 401(k) matching contributions; (ii) for Mr. Li: (a) $774 for life insurance premiums, and (b) $13,800 for 401(k) matching contributions; and (iii) for Mr. Lehner: (a) $311 for life insurance premiums, (b) a car allowance of $8,000 and (c) $11,197 for 401(k) matching contributions. |
Summary Compensation Table
| (4) Mr. Lehner joined the Company effective March 4, 2024 and Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
Outstanding Equity Awards at 2024 Year-End
Outstanding Equity Awards at 2024 Year-End The table below shows outstanding SAR awards as of December 31, 2024, held by each named executive officer. No stock awards remained outstanding for any named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Year-End
| | Option/SAR Awards | | | | | Name | Number of Securities Underlying Unexercised Options/SARs (#) Exercisable | Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable | Option/SAR Exercise Price ($) | Option/SAR Expiration Date | | C. (Dino) Xykis | 16,663(1) | — | 2.99 | April 25, 2033 | | | 28,333(2) | 56,667(2) | 2.99 | April 25, 2033 | | Xun (Kenneth) Li | 15,000(3) | 15,000(3) | 2.00 | September 2, 2032 | | Randall Lehner | — | — | — | — |
Outstanding Equity Awards at 2024 Year-End
| (1) The amount reported represents Mr. Xykis’ outstanding SAR award, effective March 25, 2023, under the 2012 Plan, which vested and became exercisable on April 25, 2024. |
Outstanding Equity Awards at 2024 Year-End
| (2) The amount reported represents Mr. Xykis’ outstanding SAR award, effective March 24, 2023, under the 2012 Plan, which vests and becomes exercisable in three equal installments on April 25, 2024, April 25, 2025 and April 25, 2026. |
Outstanding Equity Awards at 2024 Year-End
| (3) The amount reported represents Mr. Li’s outstanding SAR award, effective September 2, 2022, under the 2012 Plan, which vests and becomes exercisable in four equal installments on September 2, 2023, September 2, 2024, September 2, 2025 and September 2, 2026. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As of December 31, 2024, the Company had employment agreements with Messrs. Xykis, Li and Lehner that provided for payments upon termination without “cause.” A summary of the payments that Messrs. Xykis’, Li’s and Lehner’s employment agreements provide for upon a termination without “cause” is summarized above under the heading, “Employment Agreements with Named Executive Officers.” Other than these arrangements and accelerated vesting of equity awards under the 2012 Plan, the Company currently does not have any compensatory plans or arrangements in place that provide for any payments or benefits upon the resignation, retirement or any other termination of any of the named executive officers, as the result of a change in control, or from a change in any named executive officer’s responsibilities following a change in control.
Pay Versus Performance
Pay Versus Performance In August 2022, the SEC released the final version of its pay versus performance disclosure rules as mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other official guidance issued thereunder, and which became effective starting with fiscal year ended December 31, 2022. The final rules were codified under Item 402(v) of Regulation S-K (along with other official guidance issued, “PvP disclosure rules”) and require the Company to provide the following tabular and narrative disclosures. In accordance with the PvP disclosure rules, the below sets forth the following for the previous three years (i) the total compensation set forth in the Summary Compensation Table (“SCT”) for the individuals serving as the Company’s principal executive officer (“PEO”) and the non-PEO named executive officers (“NEOs”); (ii) the total and average “compensation actually paid” (“CAP”) by the Company to the PEO and the non-PEO NEOs as a group, respectively; (iii) the Company’s cumulative total shareholder return (“Cumulative TSR”); and (iv) the Company’s Net Income.
2024 Pay versus Performance Table
2024 Pay versus Performance Table
2024 Pay versus Performance Table
| Year(a) (1) | SCT Total for PEO (Xykis)(b) | Compensation Actually Paid to PEO (Xykis)(c) (2) | SCT Total for PEO (Arnett)(b) | Compensation Actually Paid to PEO (Arnett)(c) (2) | Average SCT Total for Non- PEO NEOs(d) (3) | Average Compensation Actually Paid to Non- PEO NEOs(e) (2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(f) (4) | Net Income (g) (thousands) | | 2024 | $1,209,233 | $2,728,721 | — | — | $622,750 | $888,033 | $992 | $69,279 | | 2023 | $1,449,282 | $1,343,079 | — | — | $496,768 | $487,073 | $68 | $26,306 | | 2022 | $702,951 | $724,577 | $695,192 | $486,409 | $295,907 | $305,572 | $100 | $11,270 |
2024 Pay versus Performance Table
| (1) Mr. C. (Dino) Xykis served as Interim PEO during part of 2022. Mr. Lance M. Arnett served as PEO during part of 2022. For 2023, Messrs. Xun (Kenneth) Li and Randall Lehner, served as non-PEO NEOs. For 2022, Messrs. Xun (Kenneth) Li, Matthew Thomas, and Ms. Junhua Gu, served as non-PEO NEOs. |
2024 Pay versus Performance Table
| (2) Represents CAP for the PEOs and the average CAP for the non-PEO NEOs as a group, computed in accordance with the PvP disclosure rules. The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by the PEOs or non-PEO NEOs during the covered years. |
2024 Pay versus Performance Table
| (3) Amounts reflected in this column represent the average “Total” compensation from the SCT for the non-PEO NEOs as a group. |
2024 Pay versus Performance Table
| (4) Amounts reflected in these columns represent the Company’s Cumulative TSR for each measurement period from December 31, 2020 through December 31, 2024. Dividends are assumed to be reinvested. The resulting amounts assume that $100 was invested on December 31, 2020 in the Company’s Common Stock. |
2024 Pay versus Performance Table
CAP is determined by taking the “Total” column amount from the SCT for each covered fiscal year and adjusting as follows for the PEOs (Xykis for 2024 and 2023; Xykis and Arnett for 2022) and non-PEO NEOs (Li and Lehner for 2024; Li and Gu for 2023; Li, Thomas and Gu for 2022):
2024 Pay versus Performance Table
| Adjustments to Determine CAP for PEO (Xykis) | | | | | Covered Fiscal Year | 2024 | 2023 | 2022 | | SCT Total for PEO (Xykis) | $1,209,233 | $1,449,282 | $702,951 | | Pension Adjustments (i) | | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | — | — | — | | Add pension value attributable to covered fiscal year’s “service cost” | — | — | — | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | — | — | — |
2024 Pay versus Performance Table
| Adjustments to Determine CAP for PEO (Xykis) | | | | | | | Covered Fiscal Year | 2024 | 2023 | | 2022 | | | Equity Adjustments (ii) | | | | | | | Subtract fair value (as of grant date) reported in the “Option/SAR Awards” column in the SCT for the covered fiscal year | — | ($ | 216,542) | ($ | 28,397) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | — | | 136,228 | | 46,780 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | — | | — | | 154 | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $1,518,022 | ($ | 6,032) | | 2,949 | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | $1,466 | ($ | 19,857) | | 140 | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | — | | — | | — | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | — | | — | | — | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | — | | — | | — | | TOTAL ADJUSTMENTS | $1,519,488 | ($ | 106,203) | | 21,626 | | CAP | $2,728,721 | | 1,343,079 | | 724,577 |
2024 Pay versus Performance Table
| Covered Fiscal Year | 2022 | | | SCT Total for PEO (Arnett) | | 695,192 | | Pension Adjustments (i) | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | | — | | Add pension value attributable to covered fiscal year’s “service cost” | | — | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | | — | | Equity Adjustments (ii) | | | | Subtract fair value (as of grant date) reported in the “Option/SAR Awards” column in the SCT for the covered fiscal year | ($ | 2,677) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | | 2,606 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | | 668 | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | | 6,283 | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | | 3,437 |
2024 Pay versus Performance Table
| Covered Fiscal Year | 2022 | | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | ($ | 219,100) | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | | — | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | | — | | TOTAL ADJUSTMENTS | ($ | 208,783) | | CAP | | 486,409 |
2024 Pay versus Performance Table
| Covered Fiscal Year | 2024 | 2023 | | 2022 | | | Average SCT Total for Non-PEO NEOs | $622,750 | | 496,768 | | 295,907 | | Pension Adjustments (i) | | | | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | — | | — | | — | | Add pension value attributable to covered fiscal year’s “service cost” | — | | — | | — | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | — | | — | | — | | Equity Adjustments (ii) | | | | | | | Subtract fair value (as of grant date) reported in the “Option/SAR Awards” column in the SCT for the covered fiscal year | — | | — | ($ | 15,069) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | — | | — | | 24,734 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | — | | — | | — | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $202,685 | ($ | 9,662) | | | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | $62,598 | ($ | 33) | | — | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | — | | — | | — | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | — | | — | | — | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | — | | — | | — | | TOTAL ADJUSTMENTS | $265,283 | ($ | 9,695) | | 9,665 | | CAP | $888,033 | | 487,073 | | 305,572 |
2024 Pay versus Performance Table
| (i) We do not sponsor or maintain any defined benefit pension plans and therefore no adjustments were made related to pension value. |
2024 Pay versus Performance Table
| (ii) The fair value or incremental fair value of all incentive equity awards is determined in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation,” generally using the same assumptions used in determining the grant date fair value of the Company’s equity awards reflected in the “Summary Compensation Table ” ; provided, in order to properly value the SAR awards using the Black-Scholes model the Company uses for such grant date fair value, the Company made appropriate adjustments to the grant date assumptions to reflect changes in the historical and implied stock price volatility, expected life (including adjustments for the time that lapsed between grant date and valuation date), dividend yield and risk-free interest rates as of each measurement date. |
2024 Pay versus Performance Table
All information provided above under the “Pay Versus Performance ” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Non-employee Director Compensation Limit
Non-employee Director Compensation Limit The aggregate grant date fair market value of Shares subject to awards granted during any fiscal year to any eligible non-employee director, when taken together with the cash fees paid to such non-employee director during the fiscal year (in each case, with respect to his or her service as a non-employee director), shall not exceed $500,000.