DEF 14A of Power Solutions International, Inc.
Filed Jun 9, 2026 · FY20250001193125-26-263149
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 2027 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 Board. 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. The Company would like to thank Kenneth W. Landini, Kui Jiang, and Gengsheng Zhang for their prior 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); Nominating (Chair) | 55 | 2023 | Yes | | Xuesen Yang | Director | Nominating; Compensation | 46 | 2025 | Yes | | Frank P. Simpkins | Director | Audit (Chair); Nominating; Strategic | 63 | 2017 | No | | Courtney C. Shea | Director | Audit; Compensation | 65 | 2025 | No | | Hong He | Director | Audit; Compensation (Chair) | 57 | 2019 | No | | Zhao Jin | Director | Strategic | 40 | 2025 | Yes | | Fuzhang Yu | Director | Compensation | 39 | 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 each nominee should serve on the Board:
DIRECTORS
DIRECTORS
DIRECTORS
| Jiwen Zhang | Age: 55 | Chairman of the Board | | | | PSI Committee: | | | | • Strategic Committee (Chair) • Nominating 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, and as Chair of the Nominating and Governance Committee (the “Nominating Committee”) since October 9, 2025. 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. 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 EMBA 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
| Xuesen Yang | Age: 46 | PSI Committees: | | | | • Nominating Committee | | | | • Compensation Committee |
DIRECTORS
Biography: Mr. Xuesen Yang has served as a director of the Company since October 9, 2025. Mr. Yang is a member of the Nominating Committee and the Compensation Committee. Mr. Xuesen Yang currently serves as Vice President of Weichai Holding Group Co., Ltd., and has served as Chairman and Chief Operating Officer of Weichai America Corp. since October 1, 2025. He has over 20 years of extensive executive-level experience within the Weichai organization, with responsibilities for overseeing investment strategy, planning, and program management, including managing fixed asset investments. Mr. Yang holds a Master’s degree in Technical Economy and Management from Tianjin University (2005) and a Bachelor’s degree in Business Administration from Hebei Institute of Architectural Science and Technology (2003). Mr. Yang serves on the Board as a Weichai designee. Mr. Yang brings to the Board extensive executive and management experience in the power and engines industry.
DIRECTORS
| Frank P. Simpkins | Age: 63 | PSI Committees: | | | | • Audit Committee (Chair) | | | | • Nominating Committee | | | | • Strategic Committee |
DIRECTORS
Biography: Mr. Frank 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. Mr. Simpkins served as a member of the Board of Directors of Exro Technologies Inc., and as the Chair of the Audit Committee and a member of the Nominating and Governance Committee, from July 2023 until November 2025. 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 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: 65 | PSI Committees: | | | | • Audit Committee • Compensation Committee |
DIRECTORS
Biography: Ms. Courtney Shea has served as a director of the Company since July 24, 2025. Ms. Shea is a member of the Audit Committee and the Compensation Committee. Ms. Shea has 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 brings to the Board skills and experience in finance, auditing and risk management.
DIRECTORS
| Hong He | Age: 57 | PSI Committees: | | | | • Audit Committee | | | | • Compensation Committee (Chair) |
DIRECTORS
Biography: Mr. Hong 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 served as Director, Financial Planning & Analysis for CytomX Therapeutics (“CytomX”), a Nasdaq-listed biotechnology company, from February 2021 to March 2025, 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
| Zhao Jin | Age: 40 | PSI Committee: | | | | • Strategic Committee |
DIRECTORS
Biography: Mr. Zhao Jin has served as a director of the Company since October 9, 2025. Mr. Jin is a member of the Strategic Committee. Mr. Jin currently serves as Vice General Manager of Weichai Holding Group Co., Ltd., a multi-field and multi-industry international group. He brings extensive experience in international business operations and cross-regional management, having held various leadership positions across multiple Weichai subsidiaries and international affiliates. Mr. Jin’s current and recent leadership roles include Chairman of Ferretti International Holding S.P.A., Director of Ferretti S.P.A., Chairman of Supervisory Board of Société Internationale des Moteurs Baudouin, and Chairman of Weichai Middle East FZE. He previously served as General Manager and Chairman of Shandong Weichai Import and Export Co., Ltd., and held senior executive positions at Weichai Power Equipment Co., Ltd., including Chairman and General Manager roles. Mr. Jin has specialized expertise in international sales, overseas marketing of power equipment, and cross-regional business management. Mr. Jin earned his Bachelor’s degree in Thermal Energy & Power Engineering from Harbin Institute of Technology in 2005. Mr. Jin serves on the Board as a Weichai designee. Mr. Jin brings to the Board experience in sales and marketing, including international, in the power and engine industry.
DIRECTORS
| Fuzhang Yu | Age: 39 | PSI Committee: | | | | • Compensation Committee |
DIRECTORS
Biography: Mr. Fuzhang Yu has served as a director of the Company since July 25, 2023. 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 Officer 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 PSI directors generally receive the following compensation for their services as members of the Board (other than as set forth in footnote 3 to the table below):
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 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 of attendance at each meeting of the Board or any Committee. The table below summarizes the compensation paid to each director for their service on the Board for the year ended December 31, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Jiwen Zhang(4) | $132,000 | — | $132,000 | | Courtney Shea(2) | $10,909 | $328,800 | $339,709 | | Frank P. Simpkins | $145,500 | $328,800 | $474,300 | | Xuesen Yang(3)(4) | $30,925 | — | $30,925 | | Hong He | $131,000 | $328,800 | $459,800 | | Fuzhang Yu(4) | $21,925 | — | $21,925 | | Zhao Jin(4)(5) | $17,425 | — | $17,425 | | Gengsheng Zhang(6) | — | — | — | | Kenneth W. Landini(7) | $67,500 | — | $67,500 | | Kui Jiang(8) | $74,710 | — | $74,710 |
Director Compensation
| (1) Reflects the aggregate grant date fair value of restricted stock granted to Ms. Shea and Messrs. Simpkins and He on December 11, 2025, which will vest on July 24, 2026, and related to their 2025 Board service. The grant date fair value is computed in accordance with FASB ASC Topic 718. As of December 31, 2025, |
Director Compensation
| Ms. Shea and Messrs. Simpkins and He each had 5,000 unvested shares of restricted stock. Mr. Landini’s 5,000 shares of restricted stock granted on December 12, 2024, vested on July 10, 2025, prior to his resignation from the Board on July 23, 2025. Mr. Landini did not receive a restricted stock grant in 2025. |
Director Compensation
| (2) On July 24, 2025, Ms. Shea was appointed to the Board, effective as of that date and will continue to serve until the Company’s 2026 annual meeting of stockholders or until her successor is duly elected and qualifies. |
Director Compensation
| (3) On October 9, 2025, Mr. Yang was appointed to the Board, effective as of that date and will continue to serve until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualifies. |
Director Compensation
| (4) On December 11, 2025, the Weichai-designated directors were approved to receive retainer and meeting fees for their service on the Board, effective as of October 9, 2025. |
Director Compensation
| (5) On October 9, 2025, Mr. Jin was appointed to the Board, effective as of that date and will continue to serve until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualifies. |
Director Compensation
| (6) On October 9, 2025, Mr. Zhang resigned as a member of the Board, effective as of that date. |
Director Compensation
| (7) On July 23, 2025, Mr. Landini resigned as a member of the Board, effective as of that date. |
Director Compensation
| (8) On October 9, 2025, Mr. Jiang resigned as a member of the Board, effective as of that date. Mr. Jiang has earned fees for his 2025 Board and Committee services but not been paid such fees. |
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, 2025, and 2024.
Summary Compensation Table
| | | | | Option/ SAR | Nonequity Incentive Plan | All Other | | | Name and Principal Position | Year | Salary | Bonus(1) | Awards | Compensation(2) | Compensation(3) | Total | | C. (Dino) Xykis(4) | 2025 | $598,276 | $816,790 | — | $945,612 | $64,538 | $2,425,216 | | Chief Executive Officer | 2024 | $539,846 | $71,985 | — | $534,674 | $62,728 | $1,209,233 | | Xun (Kenneth) Li | 2025 | $403,214 | $420,827 | — | $462,302 | $17,757 | $1,304,100 | | Chief Financial Officer | 2024 | $385,851 | $38,585 | — | $264,166 | $14,574 | $703,176 | | Zhaoying (Dorothy) Du(5) | 2025 | $111,000 | $30,000 | — | $128,765 | $7,611 | $277,376 | | General Counsel and Corporate Secretary | 2024 | — | — | — | — | — | — | | Randall Lehner(6) | 2025 | $94,231 | — | — | — | $355,755 | $449,986 | | General Counsel | 2024 | $282,692 | $38,500 | | $201,624 | $19,508 | $542,324 |
Summary Compensation Table
| (1) The amounts reported for each named executive officer in this column for 2025 include (i) for Mr. Xykis: $816,790 for the 2025 LTI Plan, which is described below under “Long Term Incentive Plan”; (ii) for Mr. Li $420,827 for the 2025 LTI Plan payment; and (iii) for Ms. Du $30,000 as a one-time bonus. |
Summary Compensation Table
| (2) The amounts reported for each named executive officer in this column for 2025 represent their 2025 Key Performance Indicator (“KPI”) Plan, amounts. A description of the Company’s 2025 KPI plan is set forth below under “2025 Key Performance Indicator Plan;” |
Summary Compensation Table
| (3) The reported amounts for 2025 in the “All Other Compensation” column include (i) for Mr. Xykis: (a) $2,338 for life insurance premiums, (b) $44,700 for automobile-related expenses (including an automobile and automobile lease allowances) and (c) $17,500 for 401(k) matching contributions; (ii) for Mr. Li (a) $17,500 for 401(k) matching contributions and (b) $257 for life insurance premiums; (iii) for Ms. Du: (a) car allowance of $3,200, (b) $4,342 for 401(k) matching contributions and (c) $69 for life insurance premiums; and (iv) Mr. Lehner: (a) car allowance of $2,400, (b) $16,528 for 401(k) matching contributions and (c) $336,827 related to severance. |
Summary Compensation Table
| (4) Mr. Xykis resigned as CEO effective May 12, 2026. |
Summary Compensation Table
| (5) Ms. Du joined the Company on September 3, 2025. The amounts reported for Ms. Du reflect compensation earned from her start date through December 31, 2025. |
Summary Compensation Table
| (6) Mr. Lehner joined the Company effective March 4, 2024 and Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The table below shows outstanding SAR awards as of December 31, 2025, held by each named executive officer. No stock awards remained outstanding for any named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Year-End
| | Option/SAR Awards | | | | | Name | Number of Securities Underlying Unexercised Options/SARs (#) Exercisable | Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable | Option/SAR Exercise Price ($) | Option/SAR Expiration Date | | C. (Dino) Xykis | — | 28,334(2) | 2.99 | April 25, 2033 | | Xun (Kenneth) Li | — | 7,500(2) | 2.00 | September 2, 2032 | | Zhaoying (Dorothy) Du | — | 700(3) | 65.76 | December 11, 2035 | | Randall Lehner(4) | — | — | — | — |
Outstanding Equity Awards at 2025 Year-End
| (1) 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. Subsequent to December 31, 2025, Mr. Xykis exercised these 28,334 vested SARs on May 14, 2026, as described above under Resignation Agreement with Mr. Xykis. |
Outstanding Equity Awards at 2025 Year-End
| (2) 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. |
Outstanding Equity Awards at 2025 Year-End
| (3) The amount reported represents Ms. Du’s outstanding SAR award, effective December 11, 2025, under the 2012 Plan, which vests and becomes exercisable in three equal installments on December 11, 2026, December 11, 2027 and December 11, 2028. |
Outstanding Equity Awards at 2025 Year-End
| (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. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As of December 31, 2025, the Company had employment agreements with Mr. Xykis, Mr. Li and Ms. Du that provided for payments upon termination without “cause.” A summary of the payments that Mr. Xykis’, Mr. Li’s and Ms. Du’s employment agreements provide for upon a termination without “cause” is summarized above under the heading, “Employment Agreements with Named Executive Officers.” Except for the Resignation Agreement with Mr. Xykis described above, the Change in Control provision in the Du Employment Agreement described above, accelerated vesting of equity awards under the 2012 Plan, and accelerated vesting of Phantom Units under the Phantom Unit Plan as described above, the Company does not have any other 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.
2025 Pay versus Performance Table
2025 Pay versus Performance Table
2025 Pay versus Performance Table
| Year(a) (1) | SCT Total for PEO (Xykis)(b) | Compensation Actually Paid to PEO (Xykis)(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) | | 2025 | $2,425,216 | $3,166,711 | $677,154 | $967,337 | $1,905 | $113,987 | | 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 |
2025 Pay versus Performance Table
| (1) For 2025, Mr. Xun (Kenneth) Li, Mr. Randall Lehner and Ms. Zhaoying (Dorothy) Du served as non-PEO NEO’s. For 2024 and 2023, Mr. Xun (Kenneth) Li and Randall Lehner, served as non-PEO NEOs. |
2025 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. |
2025 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. |
2025 Pay versus Performance Table
| (4) Amounts reflected in these columns represent the Company’s Cumulative TSR for each measurement period from December 31, 2022 through December 31, 2025. Dividends are assumed to be reinvested. The resulting amounts assume that $100 was invested on December 31, 2022 in the Company’s Common Stock. |
2025 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 2025, 2024 and 2023) and non-PEO NEOs (Li, Lehner and Du for 2025; Li and Lehner for 2024; Li and Gu for 2023):
2025 Pay versus Performance Table
| Adjustments to Determine CAP for PEO (Xykis) | | | | | Covered Fiscal Year | 2025 | 2024 | 2023 | | SCT Total for PEO (Xykis) | $2,425,216 | $1,209,233 | $1,449,282 | | Pension Adjustments (i) | | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | — | — | — | | Add pension value attributable to covered fiscal year’s “service cost” | — | — | — | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | — | — | — |
2025 Pay versus Performance Table
| Adjustments to Determine CAP for PEO (Xykis) | | | | | | | Covered Fiscal Year | 2025 | | 2024 | 2023 | | | Equity Adjustments (ii) | | | | | | | Subtract fair value (as of grant date) reported in the “Option/SAR Awards” column in the SCT for the covered fiscal year | | — | — | ($ | 216,542) | | 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 | | 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 | | 768,833 | $1,518,022 | ($ | 6,032) | | 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 | ($ | 27,338) | $1,466 | ($ | 19,857) | | 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 | | 741,495 | $1,519,488 | ($ | 106,203) | | CAP | | 3,166,711 | $2,728,721 | | 1,343,079 |
2025 Pay versus Performance Table
| Covered Fiscal Year | 2025 | | 2024 | 2023 | | | Average SCT Total for Non-PEO NEOs | | 677,154 | $622,750 | | 496,768 | | Pension Adjustments (i) | | | | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | | — | — | | — | | Add pension value attributable to covered fiscal year’s “service cost” | | — | — | | — | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | | — | — | | — | | Equity Adjustments (ii) | | | | | | | Subtract fair value (as of grant date) reported in the “Option/SAR Awards” column in the SCT for the covered fiscal year | ($ | 17,788) | — | | — | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | | 14,081 | — | | — | | 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 | | 102,133 | $202,685 | ($ | 9662) |
2025 Pay versus Performance Table
| Covered Fiscal Year | 2025 | 2024 | 2023 | | | 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 | $191,757 | $62,598 | ($ | 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 | $290,183 | $265,283 | ($ | 9,695) | | CAP | $967,337 | $888,033 | | 487,073 |
2025 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. |
2025 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. |
2025 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.