DEF 14A of GigaCloud Technology Inc
Filed Apr 24, 2024 · FY20230001857816-24-000101
Information About Our Board of Directors and Executive Officers
Information About Our Board of Directors and Executive Officers
Election of Directors
Election of Directors Our board of directors currently consists of five members. Our memorandum and articles of association provide that unless otherwise determined by our company in general meeting, the number of directors shall not be less than three directors, with the exact number of directors to be determined from time to time by our board of directors. We are not subject to any contractual obligations regarding the election of our directors. Our nominating and corporate governance committee and board of directors may consider a broad range of factors relating to the qualifications and background of nominees. See “Corporate Governance—Board Qualifications and Diversity” and “Corporate Governance—Director Nominations.” The laws of the Cayman Islands and our memorandum and articles of association do not require an annual election of directors. Our memorandum and articles of association provide that our shareholders may appoint any person to be a director by means of an ordinary resolution, whilst our board of directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing board. Additionally, if a director is removed from office by an ordinary resolution of our shareholders, the vacancy so created may be filled by an ordinary resolution of our shareholders, or by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting.
Our Directors and Executive Officers
Our Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this proxy statement.
Our Directors and Executive Officers
| Directors and Executive Officers | Age | Position/Title | | Larry Lei Wu | 53 | Founder, chairman, director and chief executive officer | | Xin Wan | 45 | Chief technology officer | | Xinyan Hao | 42 | Chief operating officer | | Kwok Hei David Lau | 39 | Chief financial officer | | Iman Schrock | 40 | President | | Frank Lin | 59 | Director | | Zhiwu Chen | 62 | Independent Director | | Jan William Visser | 57 | Independent Director | | Lorri Kelley | 62 | Independent Director |
Our Directors and Executive Officers
| PROXY STATEMENT | 11 |
Director and Executive Officer Biographies
Director and Executive Officer Biographies The following is a brief biographical summary of the experience of our directors and executive officers:
Non-Executive Directors (“Non-Employee Directors”)
Non-Executive Directors (“Non-Employee Directors”)
Non-Executive Directors (“Non-Employee Directors”)
| Frank Lin | | Frank Lin has served as our director since November 2006. Mr. Lin is a general partner of DCM, a technology venture capital firm and one of our principal shareholders. Prior to joining DCM in 2006, Mr. Lin was the chief operating officer of SINA Corporation (Nasdaq: SINA). He co-founded SINA’s predecessor, SinaNet, in 1995 and later helped guide SINA through its listing on Nasdaq. Mr. Lin had also held various marketing, engineering and managerial positions at Octel Communication Inc. and NYNEX. Mr. Lin currently serves on the board of directors of numerous DCM portfolio companies, including Quantasing Group Limited (Nasdaq: OSG) and Kuaishou Technology (HKSE: 1024). Mr. Lin received his MBA degree from Stanford University in 1993 and his bachelor’s degree in engineering from Dartmouth College in 1988. |
Non-Executive Directors (“Non-Employee Directors”)
| Zhiwu Chen | | Zhiwu Chen has served as our independent director since August 2022. He is an independent director at Noah Holdings (NYSE: NOAH) since December 2013 and an independent director at Bairong Inc. (HKSE: 6608) since March 2021. Professor Chen has been a faculty member at the University of Hong Kong since 2016 and currently serves as director of the Asia Global Institute and Victor and William Fung Professor in Economics at the University of Hong Kong. Professor Chen was formerly a professor of finance at Yale University from 1999 to 2017. Professor Chen was on the board of directors at PetroChina Company Limited (HKSE: 857, SHSE: 601857, NYSE: PTR) from May 2011 to June 2017, Bank of Communications (SHSE: 601328) from November 2010 to August 2018, and IDG Energy Investment Ltd (HKSE: 650) from July 2015 to October 2018. Professor Chen received his PhD in financial economics from Yale University in 1990, his master’s degree in computer science from Changsha Institute of Technology in 1986 and his bachelor’s degree in computer science from Central-South University in 1983. |
Non-Executive Directors (“Non-Employee Directors”)
| PROXY STATEMENT | 13 |
Non-Executive Directors (“Non-Employee Directors”)
| Jan William Visser | | Jan (John) William Visser has served as our independent director since August 2023. Mr. Visser served as the Vice President of Global Logistics for doTERRA International since August 2018. Previously, he worked at Walmart, Inc. for almost 19 years where he had various responsibilities, including his last role as a vice president leading teams to provide strategic direction, talent development, process efficiency expertise and cost reduction support to Walmart's international markets. Mr. Visser has also served on Brigham Young University’s Global Supply Chain Advisory Board since 2011. Mr. Visser received his bachelor’s degree in Spanish Translation from Brigham Young University in 1992 and his MBA from the Thunderbird School of Global Management in 1996. | | Lorri Kelley | | Lorri Kelley has served as our independent director since August 2023. Mrs. Kelley is an established business executive, and in 2018 she founded Lorri Kelley Advisors, Inc., a strategic consulting firm providing services and guidance for manufacturers, retailers and a variety of service companies throughout the home and furniture industry. She has over 30 years of experience, serving in multiple executive roles, including President of BDI Furniture, Executive Vice President of Palliser Furniture, President and Chief Operating Officer for Home Elements, Chief Commercial Officer of Handy Living and Chief Sales and Marketing Officer at UNITERS North America. Mrs. Kelley is involved in all facets of the furniture industry, serving on the board of directors for City of Hope, WithIt and Klaussner Furniture. She received a Marketing and Merchandising Degree from Johnson County College in 1982. |
Non-Executive Directors (“Non-Employee Directors”)
A director is not required to hold any shares in our company to qualify to serve as a director. Our board of directors may exercise all the powers of our company to raise or borrow money, and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, and to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party. None of our directors has a service contract with us or any of our subsidiaries that provides for benefits upon termination of service.
Non-Executive Directors (“Non-Employee Directors”)
| 14 | GigaCloud Technology Inc |
Terms of Directors and Officers
Terms of Directors and Officers Each of our directors is not subject to a term of office and hold office until such time as he or she resigns or is removed from office by ordinary resolution of our shareholders, subject further to the provisions in our memorandum and articles of association. Our directors may be elected by our board of directors, or by an ordinary resolution of our shareholders, subject further to the provisions in our memorandum and articles of association. A director may be removed from office by an ordinary resolution of our shareholders. The notice of any meeting at which a resolution to remove a director shall be proposed or voted upon must contain a statement of the intention to remove that director and such notice must be served on that director not less than ten (10) calendar days before the meeting. Such director is entitled to attend the meeting and be heard on the motion for his removal. A director will also be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his or her creditors; (ii) dies or is found by our company to be of unsound mind; (iii) resigns his or her office by notice in writing to our company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his or her office be vacated; or (v) is removed from office pursuant to any other provisions of our memorandum and articles of association, as amended and restated from time to time. There is no mandatory retirement age for directors. None of our directors has a service contract with us or any of our subsidiaries that provides for benefits upon termination of service. Pursuant to our memorandum and articles of association, our officers will be appointed or removed by and at the discretion of our board of directors.
Terms of Directors and Officers
| PROXY STATEMENT | 15 |
Executive Officer and Director Compensation
Executive Officer and Director Compensation This section provides the material components of our compensation program for our named executive officers identified below and our non-employee directors. Our compensation program is designed to align executive pay with measurable results intended to create value for shareholders, and utilize compensation as a tool to assist us in attracting and retaining the high-caliber executives that we believe are critical to our long-term success. We believe that the key to our success is the long-term shareholder value that is created by our employees. Our compensation philosophy is weighted towards providing equity awards, and we believe this helps to retain our executives and aligns their interests with those of our shareholders by allowing them to participate in the longer-term success of our company as reflected in share price appreciation. For example, we provide many of our employees, including our named executive officers, with an equity award, which we believe motivates the employee to think of themselves as an owner of our company. Unless stated otherwise, for purposes of this section, amounts reported for Mr. Lau below paid in Hong Kong dollars, or HK$, have been converted into and presented in U.S. dollars at the rate of HK$7.8015 to US$1.00 for 2022 data and at the rate of HK$7.8109 to US$1.00 for 2023 data, being the noon buying exchange rates in effect as of December 31, 2022 and 2023, respectively, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to the named executive officers for services rendered during the years ended December 31, 2023 and December 31, 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Nonqualified deferred compensation earnings ($) | All Other Compensation ($)(4) | Total ($) | | Larry Lei Wu, Chief Executive Officer(5)(6) | 2023 | $162,000 | $— | $— | $— | $122,862 | $— | $2,304 | $287,166 | | | 2022 | $142,000 | $— | $— | $— | $18,860 | $— | $2,237 | $163,097 | | Kwok Hei David Lau, Chief Financial Officer(5)(7) | 2023 | $307,263 | $— | $163,768 | $— | $— | $— | $2,304 | $473,335 | | | 2022 | $233,288 | $— | $— | $— | $— | $— | $1,346 | $234,634 | | Iman Schrock, President(8) | 2023 | $300,000 | $— | $194,900 | $— | $54,802 | $— | $— | $549,702 | | | 2022 | $152,981 | $— | $— | $— | $— | $— | $— | $152,981 |
Summary Compensation Table
(1)Dollar value of base salary earned during the applicable fiscal year. (2)The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of fully vested stock awards upon grant during the applicable year, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 15 to our audited financial statements in the 2023 Annual Report. The amounts reported in this column reflect the accounting cost for the stock awards. (3)Amounts reflect non-discretionary cash awards for meeting certain Company-wide performance targets earned by Mr. Wu in 2022 and 2023, and project-by-project performance based cash awards earned by Mr. Schrock in 2023. (4)Amounts reflect monthly contributions made by us pursuant to the Hong Kong Mandatory Provident Fund Schemes Ordinance to the mandatory provident fund scheme on behalf of each executive as follows: Mr. Wu, $2,237 (2022) and $2,304 (2023); and Mr. Lau, $1,346 (2022) and $2,304 (2023). (5) For purposes of this table, amounts reported for Mr. Wu (with respect to the contributions made by us pursuant to the Hong Kong Mandatory Provident Fund Schemes Ordinance to the mandatory provident fund scheme only) and Mr. Lau were paid in HK$ and were converted into and presented in U.S. dollars at the rate of HK$7.8015 to US$1.00 for 2022 data and at the rate of HK$7.8109 to US$1.00 for 2023 data, being the noon buying exchange rates in effect as of December 31, 2022 and 2023, respectively, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. (6) Mr. Wu's annual base salary rate was adjusted in May 2022 to $162,000 and remained at $162,000 in 2023, respectively. (7) Mr. Lau joined us as our Chief Financial Officer in May 2022, and therefore the salary amount set forth in the table above reflects the amount earned for the portion of 2022 in which he was employed by us. Mr. Lau had an annual base salary rate of $307,263 (HK$2,400,000) in 2022 and 2023. (8) Mr. Schrock joined us as our President in July 2022, and therefore the salary amount set forth in the table above reflects the amount earned for the portion of 2022 in which he was employed by us. Mr. Schrock had an annual base salary rate of $300,000 in 2022 and 2023.
Summary Compensation Table
| PROXY STATEMENT | 27 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End As of December 31, 2023, each of the named executive officers did not have outstanding equity awards.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In 2023, we did not have any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a
Potential Payments upon Termination or Change in Control
| 30 | GigaCloud Technology Inc |
Potential Payments upon Termination or Change in Control
change in the named executive officer’s responsibilities following a change in control, with respect to each named executive officer.
Potential Payments upon Termination or Change in Control
| PROXY STATEMENT | 31 |
Director Compensation
Director Compensation Our non-employee director compensation program provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Each non-employee director receives an annual retainer of $50,000 in cash and $100,000 in our Class A ordinary shares, par value $0.05 per share, for each 12 month term.
Director Compensation Table
Director Compensation Table The following table provides information regarding compensation paid to each of our non-employee directors for the fiscal year ended December 31, 2023.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Zhiwu Chen | $50,000 | $100,000 | $— | $— | $— | $— | $150,000 | | Jan William Visser | $25,000 | $25,000 | $— | $— | $— | $— | $50,000 | | Lorri Kelley | $25,000 | $25,000 | $— | $— | $— | $— | $50,000 | | Frank Lin | $— | $— | $— | $— | $— | $— | $— |
Director Compensation Table
(1)Represents the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees, and meeting fees. (2)The amounts reported represent the aggregate grant date fair value of fully vested share awards upon grant during the applicable year, calculated in accordance FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 15 to our audited financial statements in the 2023 Annual Report. The amounts reported in this column reflect the accounting cost for the share awards. (3)Mr. Chen has served as our independent director since August 2022. (4)Mr. Visser has served as our independent director since August 2023. The compensation amount set forth in the table above reflects the amount for the portion of compensation in 2023 in which he served as our director. (5)Mrs. Kelley has served as our independent director since August 2023. The compensation amount set forth in the table above reflects the amount for the portion of compensation in 2023 in which she served as our director. (6)Mr. Lin has served as our director since November 2006. There were no unvested restricted share units held by our non-employee directors as of December 31, 2023. We have entered into indemnification agreements with each of our directors. Under these agreements, we agree to indemnify our directors against all liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of our company to the fullest extent permitted by law with certain limited exceptions.
Indemnification of Directors and Executive Officers
Indemnification of Directors and Executive Officers Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide that each of our directors shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director, other than by reason of such director’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including any costs, expenses, losses or liabilities incurred by such director in defending (whether successfully or otherwise) any civil proceedings concerning our company or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with each of our directors and executive officers, including the named executive officers, that provide such persons with additional indemnification beyond that provided in our memorandum and articles of association. Under these agreements, we agree to indemnify our directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
How do I recommend a director nominee?
How do I recommend a director nominee? Under Cayman Islands law, shareholders do not have the right to nominate a person for election as a director directly. However, if shareholders submit information about a potential candidate for the board to our nominating and corporate governance committee, our nominating and corporate governance committee will consider whether they are appropriate for nomination to our board. The ultimate decision as to whether or not to propose a potential candidate for election shall be at the sole and absolute discretion of our board of directors.
How do I recommend a director nominee?
| 48 | GigaCloud Technology Inc |
DIRECTORS
DIRECTORS 89. (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors. (b) The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting. (c) The Company may by Ordinary Resolution appoint any person to be a Director. (d) The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board. (e) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board. (f) A Director may be removed from office by Ordinary Resolution, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). (g) A vacancy on the Board created by the removal of a Director under the previous clause may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director
DIRECTORS
| PROXY STATEMENT | A-17 |
DIRECTORS
not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal. 90. The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. 91. A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. 92. The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. 93. The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.