DEF 14A of GigaCloud Technology Inc
Filed Apr 30, 2026 · FY20250001857816-26-000047
Table of Contents
| CEO Pay Ratio | 37 | | Pay Versus Performance | 37 | | Equity Compensation Plan Information | 42 | | Security Ownership of Certain Beneficial Owners and Management | 43 | | Delinquent Section 16(A) Reports | 46 | | Certain Relationships and Related-Party and Other Transactions | 47 | | Availability of Annual Report on Form 10-K | 49 | | Questions and Answers | 50 | | Additional Information | 56 |
Information About Our Board of Directors
Information About Our Board of Directors
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 “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 Board of Directors
Our Board of Directors The following table sets forth information regarding our directors as of the date of this proxy statement.
Our Board of Directors
| Directors | Age | Position/Title | | Larry Lei Wu | 54 | Founder, chairman, director and chief executive officer | | Marshall Bernes | 81 | Director, Head of Brand Center | | Zhiwu Chen | 63 | Independent Director | | Jan William Visser | 59 | Independent Director | | Kenneth E Lebensburger Jr. | 79 | Independent Director |
Our Board of Directors
| PROXY STATEMENT | 11 |
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors:
Director Biographies
| Larry Lei Wu | | Larry Lei Wu is our founder and has served as our director, chairman and chief executive officer since our inception in 2006. Prior to founding our company, among others, Mr. Wu served as the general manager of a vocational education and online education company, New Oriental Education & Technology Group Inc. (NYSE: EDU and SEHK: 9901), from 2002 to 2006. Mr. Wu received his MBA degree from Yale University in 2002 and his bachelor’s degree in mechanical manufacturing from Beijing Union University in 1994. |
Director Biographies
| Marshall Bernes | | Mr. Bernes has served as the Company’s Head of Brand Center (formerly known as the Baas Program) since January 2024. Prior to joining the Company, Mr. Bernes was the founder and former chief executive officer of Noble House Home Furnishings LLC since 1988, with more than 30 years of experience in the home furnishings market. Mr. Bernes attended medical school at the New York Medical College from 1966 to 1970, and he was board certified in 1976. Mr. Bernes received his bachelor of science degree from the University of Pittsburgh in 1966. |
Non-Executive Directors (“Non-Employee Directors”)
Non-Executive Directors (“Non-Employee Directors”)
Non-Executive Directors (“Non-Employee Directors”)
| Zhiwu Chen | | Zhiwu Chen has served as our independent director since August 2022. He has been an independent director at Bairong Inc. (HKEX: 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 both the Hong Kong Institute for the Humanities and Social Sciences (IHSS) and Centre for Quantitative History (CQH). Professor Chen was formerly a professor of finance at Yale University from 1999 to 2017. Professor Chen was on the board of directors at Noah Holdings (NYSE: NOAH) from December 2013 to June 2024, 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”)
| 12 | GigaCloud Technology Inc |
Non-Executive Directors (“Non-Employee Directors”)
| Jan William Visser | | Jan (John) William Visser has served as our independent director since August 2023. Mr. Visser joined doTERRA International as Vice President of Global Logistics in August 2018 and he has been the Executive Vice President of Operations since May 2024 overseeing sourcing, manufacturing, logistics, fulfillment, inventory control, supply and demand planning, trade compliance and data governance. 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. | | Kenneth E Lebensburger Jr. | | Kenneth (Kerry) Lebensburger has served as our independent director since August 2025. He is a highly respected furniture industry veteran with more than 30 years at Ashley Furniture until 2023, where he held leadership roles including Vice President of Sales, President of the Upholstery Division, and President of Sales and Marketing. He has also served on the boards of the American Home Furnishings Hall of Fame, the Home Furnishings Association, and the Las Vegas Home Furniture Association, and is the recipient of multiple industry honors. Mr. Lebensburger earned his bachelor’s degree from The Wharton School of the University of Pennsylvania in 1968 and his MBA from the University of Cincinnati in 1969. |
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.
Director Compensation
Director Compensation Our employees who also serve as directors do not receive additional compensation for their service as directors. Our non-employee director compensation program provides for annual retainer fees of $66,000 and $114,000 in our Class A ordinary shares for each 12 month-term. During 2025, there was no change to our non-employee director compensation compared to the previous year.
Director Compensation Table
Director Compensation Table The following table provides information regarding compensation paid to each of our non-employee directors for the fiscal year ended December 31, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Zhiwu Chen | $66,000 | $114,000 | $— | $— | $— | $— | $180,000 | | Jan William Visser | $66,000 | $114,000 | $— | $— | $— | $— | $180,000 | | Kenneth E Lebensburger Jr.(3) | $33,000 | $28,500 | $— | $— | $— | $— | $61,500 | | Lorri Kelley(3) | $55,500 | $85,500 | $— | $— | $— | $— | $141,000 |
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. (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 13 to our audited financial statements in the 2025 Annual Report. (3)Mr. Lebensburger has served as our director since August 2025. (4)Mrs. Kelley served as our director since August 2023 and resigned from our Board of Directors in August 2025. 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.
Director Compensation Table
| PROXY STATEMENT | 15 |
Compensation Discussion and Analysis
Compensation Discussion and Analysis This Compensation Discussion and Analysis, or CD&A, section provides an overview and analysis of the material components of our compensation program for our Named Executive Officers identified below. 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.
Monthly and Annual Cash Incentive Compensation
Monthly and Annual Cash Incentive Compensation We provide achievement cash awards in recognition of the accomplishments of our executive officers overseeing the performance of the whole Company. These cash awards are based on objective performance criteria and are non-discretionary. Specifically, in addition to their base salary, Mr. Wu, Mr. Hao, Mr. Wan and Mr. Bernes are eligible to receive achievement-based cash awards, which are designed to provide appropriate incentives based on the achievement of performance goals, and to promote and reward the achievement of key short-term strategic projects and business goals, as well as individual performance. The cash award to each of Mr. Wu, Mr. Hao and Mr. Wan is determined based on their achievement of meeting certain Company-wide performance targets or specific business operation targets, as described below. Mr. Bernes' cash award is determined based on his achievement of meeting performance targets for the Brand Center. The amounts that Mr. Wu, Mr. Hao, Mr. Wan and Mr. Bernes earned pursuant to the performance-based awards program are non-discretionary and are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Our Compensation Committee reviewed and approved the cash incentive program for fiscal year 2025 for our Chief Executive Officer, Chief Operating Officer and Chief Technology Officer based on company-wide performance goals, as well as the cash incentive program to our Head of Brand Center (formerly known as the BaaS Program) based on the performance of the Brand Center. Cash incentive program for our Chief Executive Officer, Chief Operating Officer and Chief Technology Officer are based on company-wide performance goals. Payouts under the company-wide performance plan is payable on a monthly basis as targets are measured every month. The payouts on the company-wide performance plan may start from 0% to an unlimited maximum amount of the target payout, based on the following formula:
Target Bonus Opportunity x Company Performance Goals x Individual Modifier = 2025 Cash Payout
Target Bonus Opportunity x Company Performance Goals x Individual Modifier = 2025 Cash Payout •Target Bonus Opportunity. The target bonus includes a baseline amount as reported in the Grants of Plan-Based Awards table for Mr. Wu, Mr. Hao and Mr. Wan, adjusted by the actual performance against the targets set for the Company Performance Goals described below. The baseline amount is adjusted upward or downward by a fixed percentage, depending on whether actual performance exceeds or falls below the target Company Performance Goals approved by the Compensation Committee. As the baseline amount can be adjusted either downward or upward, the award may be zero if the actual performance is significantly lower than the target goals, and there is no maximum if the actual performance is significantly higher than the target goals. •Company Performance Goals. The Company Performance Goals for fiscal year 2025 were 1P profit and GigaCloud Marketplace GMV. 1P profit means the non-GAAP profit incurred by our internal business units related to the sale of our 1P inventory. GigaCloud Marketplace GMV is the total gross merchandise value of transactions ordered through our GigaCloud Marketplace including GigaCloud
Target Bonus Opportunity x Company Performance Goals x Individual Modifier = 2025 Cash Payout
| 28 | GigaCloud Technology Inc |
Target Bonus Opportunity x Company Performance Goals x Individual Modifier = 2025 Cash Payout
3P and GigaCloud 1P, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds. •Individual Modifier. For our Chief Executive Officer, the actual cash payout will be equal to the target bonus calculated in the aforementioned formula multiplied by a guaranteed fixed ratio. For our Chief Operating Officer and our Chief Technology Officer, the actual cash payout will be equal to the target bonus calculated in the aforementioned formula and further adjusted upward or downward by a fixed ratio, depending on the overall management evaluation for the fiscal year made by the senior management and the Chief Executive Officer. •At the end of the fiscal year, an additional one-time award is granted for meeting the annual Company performance goals. For the Brand Center, a cash award will be provided if certain performance goals, including sales targets, profit of the business unit, and others, approved by the Compensation Committee are met for the year. There are no target, threshold or maximum bonus amounts for this bonus opportunity. With the assistance of our management's input, our Compensation Committee reviews and approves rigorous performance metrics and sets achievement levels for those metrics in a manner that is challenging to attain. We are not disclosing the actual target figures for 1P profit and GigaCloud Marketplace GMV as these amounts represent confidential financial and operational information, the disclosure of which would result in competitive harm to our business. In 2025, our Named Executive Officers who were eligible for cash awards generally fell short in achieving the company performance goals or targets, primarily due to challenging macroeconomic conditions. These conditions included heightened uncertainty relating to global trade policies, including tariffs, as well as broader economic volatility, which adversely affected business performance and, in turn, the level of achievement against the established targets..
Equity-Based Incentive Awards
Equity-Based Incentive Awards Our equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees, including our executive officers. Our Compensation Committee is responsible for approving equity grants. The magnitudes of equity awards granted to our Named Executive Officers were based on a pre-determined fixed pool of equity awards to be issued to all eligible employees for the fiscal year, taking into account the Company's share price, the Company's overall financial performance, historical awards and other macroeconomic factors. The pool will be furthered allocated to eligible employees, including our Named Executive Officers, based on individual's performance for the fiscal year. Except for our Chief Financial Officer as further described below, our Named Executive Officers do not necessarily receive equity award on an annual basis. Therefore, a Named Executive Officer's compensation, as reported in the Summary Compensation Table, may fluctuate materially from year to year depending on whether a grant was made in a particular year. In 2025, our Compensation Committee determined that granting of restricted share units (“RSUs”) would encourage retention and also align the interest of our Named Executive Officers to those of our shareholders, providing opportunities for our Named Executive Officers to benefit from future successes in our Company through the appreciation of the value of their equity-awards. The equity awards granted to our employees typically vest on one of two schedules: (a) 50% of the equity awards are vested immediately and 50% of the
Equity-Based Incentive Awards
| PROXY STATEMENT | 29 |
Equity-Based Incentive Awards
equity awards are subject to a 12-month service condition; or (b) 100% of the equity awards are vested immediately upon grant. The RSUs vested are immediately settled in the Company's Class A ordinary shares. We believe such tailored vesting schedule reflects the need to align the interests of these executives with the long-term success of the Company, encouraging sustained performance and commitment to our strategic goals. For our Chief Financial Officer, because the responsibilities and performance cannot be directly tied to a specific revenue generating business or operation function, annual awards either in cash or equity equivalent to the amount of $100,000 will be granted. If paid in equity, this award will be granted and vested upon the fulfillment of the service condition for each 12-month period, as stipulated in her employment agreement. In 2025, this award was paid in equity. Equity awards to our Named Executive Officers (including grant amounts and vesting schedules) are determined at the Compensation Committee’s discretion after taking into account other direct compensation elements, the recommendations of our Chief Executive Officer regarding the Named Executive Officers (excluding the Chief Executive Officer) and the landscape in which we compete for executive talent. In 2025, the Compensation Committee determined that, given the lower level of the Company's share price at the time the equity awards were approved, it would be appropriate to deliver a portion of the awards in cash rather than in stock-based compensation as cash would be a more effective and efficient means of delivering value than equity. The portion of the approved awards delivered in cash appear in the “Bonus” column of the Summary Compensation Table. The following RSUs awards were granted to our Named Executive Officers, the grant date fair values of which are reported in the “Stock Awards” column of the Summary Compensation Table:
Equity-Based Incentive Awards
| Named Executive Officers | Number of RSUs Granted (#) | | Larry Lei Wu | 60,000 | | Erica Xiaoyang Wei | 13,000 | | Xinyan Hao | 15,000 | | Xin Wan | 11,000 | | Marshall Bernes | 20,000 |
Equity-Based Incentive Awards
Although we do not have a formal policy on when equity awards will be granted, we typically grant equity awards to our employees, including our Named Executive Officers, in the second quarter of the fiscal year.
Pension and Non-qualified Deferred Compensation Plans
Pension and Non-qualified Deferred Compensation Plans Our Named Executive Officers do not participate in any pension or non-qualified deferred compensation plans and received no pension benefits or non-qualified deferred compensation during the fiscal year ended December 31, 2025.
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, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Larry Lei Wu, Chief Executive Officer | 2025 | $162,000 | $900,000 | $694,800 | $174,496 | $2,313 | $1,933,609 | | | 2024 | $162,000 | $— | $3,102,000 | $214,710 | $2,317 | $3,481,027 | | | 2023 | $162,000 | $— | $— | $122,862 | $2,304 | $287,166 | | Erica Xiaoyang Wei, Chief Financial Officer | 2025 | $319,602 | $195,000 | $150,540 | | $— | $665,142 | | | 2024 | $272,432 | $— | $184,740 | $— | $— | $457,172 | | | 2023 | $— | $— | $— | $— | $— | $— | | Xinyan Hao, Chief Operating Officer(6) | 2025 | $104,583 | $225,000 | $173,700 | $112,665 | $2,313 | $618,261 | | | 2024 | $58,333 | $— | $775,500 | $173,117 | $2,317 | $1,009,267 | | | 2023 | $58,333 | $— | $141,668 | $221,225 | $1,728 | $422,955 | | Xin Wan, Chief Technology Officer(7) | 2025 | $104,583 | $165,000 | $127,380 | $104,625 | $1,730 | $503,319 | | | 2024 | $58,333 | $— | $620,400 | $169,682 | $1,891 | $850,306 | | | 2023 | $58,333 | $— | $— | $221,000 | $2,155 | $281,488 | | Marshall Bernes, Head of Brand Center(8) | 2025 | $360,000 | $— | $231,600 | $36,458 | $— | $628,058 | | | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— |
Summary Compensation Table
(1)Dollar value of base salary earned during the applicable fiscal year, including accrued but unused vacation time. (2)See “Equity-Based Incentive Awards” in the Compensation Discussion and Analysis for more information. (3)The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of fully vested stock awards upon grant during the applicable year, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 13 to our audited financial statements in the 2025 Annual Report. (4)Amounts reflect non-discretionary cash awards for meeting certain Company-wide performance targets earned by Mr. Wu, Mr. Hao and Mr. Wan, and Brand Center performance based cash awards earned by Mr. Bernes. (5)Amounts reflect monthly contributions made by us pursuant to the Hong Kong Mandatory Provident Fund Schemes Ordinance to the mandatory provident fund scheme on behalf of certain executives. Such amounts were made by us pursuant to the Hong Kong Mandatory Provident Fund Schemes Ordinance to the mandatory provident fund scheme only. These amounts were paid in HK$ and converted into and presented in U.S. dollars at the rate of HK$7.7833 to US$1.00 for 2025 data, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. (6)Mr. Hao's annual base salary was increased to $120,000 effective March 2025. (7)Mr. Wan's annual base salary was increased to $120,000 effective March 2025. (8)Mr. Bernes joined us as our Head of Brand Center (formerly known as the Baas Program) in 2024 and was not a Named Executive Officer in 2024.
Summary Compensation Table
| PROXY STATEMENT | 33 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Larry Lei Wu | Cash Incentive | — | — | $219,600 | — | | — | | — | | | RSUs | April 10, 2025 | — | — | — | | 60,000 | | $694,800 | | Erica Xiaoyang Wei | Cash Incentive | — | — | — | — | | — | | — | | | RSUs | April 10, 2025 | — | — | — | | 13,000 | | $150,540 | | Xinyan Hao | Cash Incentive | — | — | $146,400 | — | — | — | — | — | | | RSUs | April 10, 2025 | — | — | — | | 15,000 | | $173,700 | | Xin Wan | Cash Incentive | — | — | $146,400 | — | — | — | — | — | | | RSUs | April 10, 2025 | — | — | — | | 11,000 | | $127,380 | | Marshall Bernes | Cash Incentive | — | — | $— | — | | — | | — | | | RSUs | April 10, 2025 | — | | — | | 20,000 | | $231,600 |
Grants of Plan-Based Awards
(1)The amounts in these columns represent the threshold, target and maximum amounts of potential annual cash incentive awards that may be earned by our Named Executive Officers during fiscal year 2025. The actual payouts earned under the cash component are reflected in the “Non-equity incentive plan compensation” column of the “Summary Compensation Table” (2)Represents the grant date fair value of the award as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 13 to our audited financial statements in the 2025 Annual Report.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents summary information regarding the outstanding equity awards held by each of the Named Executive Officers as of December 31, 2025. None of our Named Executive Officers held any options to purchase our securities as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Share Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Larry Lei Wu | — | — | — | — | — | | Erica Xiaoyang Wei | — | — | — | — | — | | Xinyan Hao | April 10, 2025 | 7,500(1) | 86,850 | — | — | | Xin Wan | April 10, 2025 | 5,500(1) | 63,690 | — | — | | Marshall Bernes | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1)These RSUs, which were granted on April 10, 2025, vest 50% at grant and 50% 12 months after the grant date based on continued service through such date.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table presents summary information regarding the vesting during 2025 of RSUs previously granted to the Named Executive Officers. Our Named Executive Officers do not hold any stock options.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Larry Lei Wu | 60,000 | $694,800 | | Erica Xiaoyang Wei | 13,000 | $150,540 | | Xinyan Hao | 20,000 | $231,600 | | Xin Wan | 15,500 | $179,490 | | Marshall Bernes | 20,000 | $231,600 |
Option Exercises and Stock Vested
(1)“Value Realized on Vesting” is calculated by multiplying the number of shares vested by the market value of our Class A ordinary shares on the date when the shares are granted and vested.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Pursuant to the employment agreements with our Named Executive Officers, if we terminate their employment without cause (as defined in the employment agreements) or if they resign for good reason (as defined in the employment agreements), we are required to continue to pay and otherwise provide to each of our Named Executive Officers, during the relevant notice period (as defined below), all compensation, base salary and previously earned but unpaid incentive compensation, if any, and shall continue to allow them to participate in any benefit plans in accordance with the terms of such plans during such notice period. In addition, while we have no obligation to pay any further severance, we may pay any such terminating Named Executive Officer any such amount as may be agreed between us and the Named Executive Officers. The relevant notice period means 30 days’ notice for a termination by us without cause and 60 day’s notice for a termination by the Named Executive Officer with good reason and applies to all executive officers. Regular salary will be paid during the notice period. Our Chief Financial Officer would have received a fully vested cash or equity award with a value of $100,000 assuming a hypothetical termination of employment effective as of December 31, 2025 by us without cause or by the executive for good reason within twelve (12) months
Potential Payments upon Termination or Change in Control
| PROXY STATEMENT | 35 |
Potential Payments upon Termination or Change in Control
following a change in control. None of the other Named Executive Officers would have received an equity award, and no outstanding unvested equity awards held by such Named Executive Officers would vest, in each case assuming a hypothetical termination of employment effective as of December 31, 2025. The employment agreements contain standard confidentiality provisions, effective during and after their employment with us, as well as non-competition and non-solicitation restrictive covenants, effective during the two-years period following the termination of their employment with us. Except as mentioned above, we do not have any other 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 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
| 36 | GigaCloud Technology Inc |
CEO Pay Ratio
CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing disclosure regarding the ratio of the annual total compensation of our Chief Executive Officer to that of our median employee. This pay ratio represents our reasonable estimate calculated in a manner consistent with the Pay Ratio Rule and applicable guidance, which provide flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted this rule, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.
Pay Ratio
Pay Ratio For 2025, the annual total compensation of our Chief Executive Officer was $1,933,609, the annual total compensation of our median employee was $39,958, and the ratio of these two amounts was 48 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
Pay Versus Performance
Pay Versus Performance In accordance with the requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our Chief Executive Officer (also referred to as principal executive officer, or “PEO”) and our other Named Executive Officers (“Non-PEO NEOs”) for the fiscal years listed below. For more information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, see the section titled “Compensation Discussion and Analysis.” The information contained in this Pay Versus Performance section will not be incorporated into any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference therein.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($ in thousands) | Total Revenues ($ in thousands)(6) | | 2025 | $1,933,609 | $1,933,609 | $603,695 | $759,507 | $250.4 | 199.2 | $137,372 | $1,289,897 | | 2024 | $3,481,027 | $3,481,027 | $747,118 | $737,069 | 118.0 | 177.2 | $125,808 | $1,161,042 | | 2023 | $287,166 | $287,166 | $431,870 | $478,843 | 116.6 | 128.1 | $94,108 | $703,831 | | 2022 | $163,097 | $163,097 | $238,898 | $238,898 | 36.3 | 82.1 | $23,972 | $490,071 |
Pay Versus Performance
(1)Mr. Larry Lei Wu was the PEO for each of the years in the table. (2)For each year, the amount shown in Compensation Actually Paid to PEO in the table above equals the Summary Compensation Table Total for PEO because all equity awards granted to our PEO were vested immediately upon grant, and therefore there are no outstanding and unvested equity awards for our PEO. (3)The individuals comprising our Non-PEO NEOs for 2025 were Ms. Erica Xiaoyang Wei, Mr. Xinyan Hao, Mr. Xin Wan and Mr. Marshall Bernes. The individuals comprising our Non-PEO NEOs for 2024 were Ms. Erica Xiaoyang Wei, Mr. Xinyan Hao, Mr. Xin Wan and Mr. Iman Schrock. The individuals comprising our Non-PEO NEOs for each of 2023 and 2022 were Mr. David Kwok Hei Lau, Mr. Xinyan Hao, Mr. Xin Wan and Mr. Iman Schrock. (4)Average Compensation Actually Paid to our Non-PEO NEOs in the table above reflects the following adjustments from the Summary Compensation Table for the years set forth in the table below. The amounts shown for average Compensation Actually Paid to our non-PEO NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our non-PEO NEOs during the applicable year.
Pay Versus Performance
| | Non-PEO NEOs | | | | | | 2025 | 2024 | 2023 | 2022 | | Average Summary Compensation Total | $603,695 | $747,118 | $431,870 | $238,898 | | Less: Grant Date Fair Value of Stock Awards Granted in Current Year | $170,805 | $472,710 | $125,084 | $75,000 | | Plus: Fair Value of Stock Awards Granted in Current Year and Unvested as of Year End | $37,635 | $104,175 | $64,681 | $— | | Plus: Change in Fair Value from Prior Year End to Current Year End of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $116,775 | $— | $— | $— | | Plus: Change in Fair Value from Prior Year End to Vesting Date of Vested Awards Granted in Prior Years | $39,038 | $60,263 | $— | $— | | Plus: Fair Value at Vesting Date of Vested Awards Granted in Current Year | $133,170 | $298,223 | $107,376 | $75,000 | | Average Compensation Actually Paid | $759,507 | $737,069 | $478,843 | $238,898 |
Pay Versus Performance
(5)For purposes of calculating the Peer Group Total Shareholder Return (“TSR”), we utilized the Dow Jones Internet Commerce Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2025 Annual Report. The comparison assumes $100 was invested in the Company's Class A ordinary shares for the period starting
Pay Versus Performance
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Pay Versus Performance
August 18, 2022, the first day the Company’s Class A ordinary shares began trading on the Nasdaq Global Market through the end of the fiscal year. Historical stock performance is not necessarily indicative of future stock performance. (6)Total revenues is the company-selected financial measure from the list of the most important performance measures used to link compensation actually paid to our PEO and other Non-PEO NEOs to our Company’s performance.
Description of the relationships between executive compensation actually paid and metrics on the pay versus performance table
Description of the relationships between executive compensation actually paid and metrics on the pay versus performance table The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other Non-PEO NEOs as calculated in accordance with Item 402(v) of Regulation S-K, our Total Shareholder Return, and the Peer Group TSR of the Dow Jones Internet Commerce Index over the applicable measurement period. The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other Non-PEO NEOs as calculated in accordance with Item 402(v) of Regulation S-K, and our net income calculated in accordance with GAAP over the applicable measurement period:
Description of the relationships between executive compensation actually paid and metrics on the pay versus performance table
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Description of the relationships between executive compensation actually paid and metrics on the pay versus performance table
The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other Non-PEO NEOs as calculated in accordance with Item 402(v) of Regulation S-K, and our total revenues calculated in accordance with GAAP over the applicable measurement period:
Description of the relationships between executive compensation actually paid and metrics on the pay versus performance table
| 40 | GigaCloud Technology Inc |
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 discretion, 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?
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