Item 10. Directors, Executive Officers and Corporate Governance
DIRECTORS
AND EXECUTIVE OFFICERS
Set forth below are the names of our current directors, officers
and significant employees, their ages, all positions and offices that they hold with us, the period during which they have served
as such, and their business experience during at least the last five years.
|
NAME
|
|
AGE
|
|
POSITION
|
|
David (Xiaoying) Gao
(1)
|
|
66
|
|
Chairman of the Board, Chief Executive Officer (the “CEO”) and President
|
|
Sean Shao
(1)
|
|
60
|
|
Director
|
|
Yungang Lu
(1)
|
|
53
|
|
Director
|
|
David Hui Li
(1)
|
|
48
|
|
Director
|
|
Wenfang Liu
(1)
|
|
79
|
|
Director
|
|
Zhijun Tong
(1)
|
|
57
|
|
Director
|
|
Albert (Wai Keung) Yeung
(1)
|
|
74
|
|
Director
|
|
Joseph Chow
(1)
|
|
53
|
|
Director
|
|
Ming Yang
|
|
45
|
|
Chief Financial Officer (the “CFO”)
|
|
Ming Yin
|
|
39
|
|
Senior Corporate Vice President
|
|
Zhijing Liu
|
|
63
|
|
Corporate Vice President
|
|
Gang Yang
|
|
52
|
|
Corporate Vice President and the General Manager of Guizhou Taibang
|
|
|
(1)
|
Our classified Board consists of three classes of directors. Class I directors currently consist
of Mr. David (Xiaoying) Gao and Mr. Joseph Chow, with term expiring in 2019. Class II directors currently consist of Mr. Sean
Shao, Prof. Wenfang Liu and Mr. David Hui Li, with term expiring in 2017. Class III directors currently consist of Dr. Yungang
Lu, Mr. Zhijun Tong and Mr. Albert (Wai Keung) Yeung, with term expiring in 2018. See Proposal No. 1 – Election of Directors
for details.
|
Mr. David (Xiaoying) Gao
. Mr. Gao has been a member of
our Board since October 6, 2011, our Chairman since March 30, 2012 and our CEO since May 10, 2012. From February 2004 until the
company’s acquisition by Sanofi in February 2011, Mr. Gao served as the chief executive officer and director of BMP Sunstone
Corporation (NASDAQ: BJGP). Following the acquisition, he served as a senior integration advisor for Sanofi from February to August
2011. From February 2002 through February 2004, Mr. Gao served as the chairman of BMP China’s board of directors. Mr. Gao
served as the president and a director of Abacus Investments Ltd, a private wealth management company, from August 2003 until June
2004, and as chief executive officer of Abacus from July 2003 to June 2004. From 1989 to 2002, Mr. Gao held various executive
positions at Motorola, Inc., including: a director and vice president of the Integrated Electronic System Sector, Asia-Pacific
operation, from 1998 to 2002; a Member of Motorola Asia Pacific Management Board, Management Board of Motorola Japan Ltd., from
2000 to 2002; and Motorola China Management Board from 1996 to 2002. Mr. Gao holds a B.S. in Mechanical Engineering from the
Beijing Institute of Technology, a M.S. in Mechanical Engineering from Hanover University, Germany, and an M.B.A. from The Massachusetts
Institute of Technology. Mr. Gao is a Class I director.
Mr. Sean Shao
. Mr. Shao has been a member of
our Board since July 24, 2008. In addition to his roles with us, Mr. Shao currently serves as independent director and
chairman of the audit committee of: 21Vianet Group, Inc., a leading carrier-neutral internet data center services provider listed
on NASDAQ since August 2015; Trina Solar Limited, an integrated solar-power products manufacturer and solar system developer listed
on the NYSE since January 2015; Jumei International Holding Ltd., an e-commerce company listed on NYSE since May 2014; LightInTheBox
Holdings Co. Ltd., an e-commerce company listed on NYSE since June 2013 and UTStarcom Holdings Corp., a provider of broadband equipment
and solutions listed on NASDAQ since October 2012. He served as the chief financial officer of Trina Solar Limited from 2006 to
2008. In addition, Mr. Shao served from 2004 to 2006 as the chief financial officer of ChinaEdu Corporation, an educational service
provider, and of Watchdata Technologies Ltd., a Chinese security software company. Prior to that, Mr. Shao worked at Deloitte Touche
Tohmatsu CPA Ltd. for approximately a decade. Mr. Shao received his master’s degree in health care administration from the
University of California at Los Angeles in 1988 and his bachelor’s degree in art from East China Normal University in 1982.
Mr. Shao is a member of the American Institute of Certified Public Accountants. Mr. Shao is a Class II director.
Dr. Yungang Lu
. Dr. Lu has been a member of
our Board since March 19, 2012. Dr. Lu has served as a managing director of Seres Asset Management Limited, an investment
manager based in Hong Kong, since August 2009. Dr. Lu also serves as a director of the following listed companies: China Techfaith
Wireless Communication Technology Ltd., a handheld device company in China, and China Cord Blood Corporation, a provider of cord
blood storage services in China. From 2004 to July 2009, Dr. Lu was a Managing Director of APAC Capital Advisors Limited,
a Hong Kong-based investment manager specializing in Greater China equities. Dr. Lu was a research analyst with Credit Suisse
First Boston (Hong Kong), a financial services company, from 1998 to 2004, where his last position was the head of China Research.
Before moving to Credit Suisse, he worked as an equity analyst focused on regional infrastructure at JP Morgan Securities Asia,
a financial services company, in Hong Kong. Dr. Lu received a B.S. in Biology from Peking University, an M.S. in Biochemistry
from Brigham Young University and a Ph.D. in Finance from the University of California, Los Angeles. Dr. Lu is a Class III
director.
Mr. David Hui Li
. Mr. David Hui Li has been
a member of our Board since November 4, 2013. Mr. David Li was an executive director and a managing director at Warburg Pincus
Asia LLC (“Warburg Pincus”) from 2002 to January 2016. Prior to joining Warburg Pincus, Mr. Li served as an executive
director in the investment banking division of Goldman Sachs from 2001 to 2002 and that of Morgan Stanley from 1994 to 2001. He
is also a director of UCAR Inc. and China Advanced Gas Resources (Hong Kong) Limited. Mr. Li received a B.S. in economics from
Renmin University of China and an M.B.A. from Yale University School of Management. Mr. Li is a Class II director.
Prof. Wenfang Liu
. Prof. Wenfang Liu has been a member
of our Board since February 27, 2011. He has served as an independent director of Sinco Pharmaceuticals Holdings Limited,
a Hong Kong listed pharmaceutical company from March 2016. From 2007 to 2011, Prof. Liu served as the chief consultant for Sichuan
Yuanda Shuyang Pharmaceuticals. Prior to that, he served from 2000 to 2007, in various managerial positions including as the chief
engineer and a director of Hualan Biological Engineering, and as a director of blood separating, from 2005 to 2006, at Chengdu
Jiaying Medical Product Co. Ltd. Prior to that, Prof. Liu served, from 1998 to 1999, as the chief engineer of Guiyang Qianfeng
Biological Products Co. Ltd., and from 1988 to 1998 as the vice chairman of the Institute of Blood Transfusion of Chinese Academy
of Medical Sciences. Prof. Liu previously served as a member of the Sichuan CPPCC Standing Committee, the Chinese Society of Blood
Transfusion and the China Medical Biotech Association. He holds a Bachelor’s Degree in Bio-Chemistry from the Chinese Academy
of Sciences, Forest and Soil College and was a Ph.D. advisor from 1997 to 1998. Prof. Liu is a Class II director.
Mr. Zhijun Tong.
Mr. Tong has been a member
of our Board since April 20, 2012. He has served as the chairman of the board of directors of several corporations, including
Spain Qifa Corporation Ltd. since 1996, Hong Kong Tong’s Group since 2007, Sunstone (Qingdao) Plant Oil Co., Ltd. since 2008,
Sunstone (Qingdao) Food Co., Ltd. since 2009, Shengda (Zhangjiakou) Pharmaceutical Co., Ltd. since 2011 and Shengda (Qianxi) Chinese
Medicine Cultivation Co., Ltd. since 2012. Mr. Tong has also served as a director and a vice president of Spain International
Haisitan Group since 1993. From 2007 to 2011, he was the chairman of the board of directors and general manager of Sunstone Pharmaceutical
Co., Ltd and also served as the president and a director of BMP Sunstone Corporation, a NASDAQ-listed pharmaceutical corporation.
Mr. Tong is a Class III director.
Mr. Albert (Wai Keung) Yeung
. Mr. Yeung has
been a member of our Board since July 29, 2012. Mr. Yeung has been since 2005 a partner of Albert Yeung & Associate Consulting
Company, a consulting company providing M&A, leadership and executive coaching services to senior managers and chief executive
officers. From August 2006 to February 2011, Mr. Yeung also served as a director of BMP Sunstone Corporation, a company listed
on NASDAQ until the company’s acquisition by Sanofi. From April 1, 2015, Mr. Yeung has been an independent director of PharmaMax
Corporation. Since September 6, 2015 Mr. Yeung has been an independent director of Beijing Promed Medical Technology Co. Ltd. Prior
to retirement, Mr. Yeung had spent more than 30 years in China’s pharmaceutical industry, holding various senior sales, marketing
and general management positions with major pharmaceutical corporations in Hong Kong and mainland China, including Johnson &
Johnson, Xian-Janssen, Burroughs Wellcome, Bristol Myers-Squibb and GlaxoSmithKline. Mr. Yeung is a Class III director.
Mr. Joseph Chow
. Mr. Chow has been a member
of our Board since November 3, 2014. Mr. Chow has over 20 years of experience in corporate finance, financial advisory and
management and has held senior executive and managerial positions in various public and private companies. Mr. Chow was recently
a managing director of Moelis and Company and was previously a managing director at Goldman Sachs (Asia) LLP. Prior to that, he
served as an independent financial consultant, as chief financial officer of Harbor Networks Limited, and as chief financial officer
of China Netcom (Holdings) Company Limited. Prior to that, Mr. Chow served as the director of strategic planning of Bombardier
Capital, Inc., as vice president of international operations of Citigroup and as the corporate auditor of GE Capital. Mr. Chow
currently sits on the board as independent non-executive director for China ZhongDi Dairy Holdings Company Limited, Intime Department
Store (Group) Co., Ltd. and CAR, Inc., respectively, which are companies listed on the Stock Exchange of Hong Kong. Mr. Chow
obtained a Bachelor of Arts degree in political science from Nanjing Institute of International Relations and a Master of Business
Administration degree from the University of Maryland at College Park. Mr. Chow is a Class I director.
Mr. Ming Yang
. Mr. Yang has been our CFO since
August 7, 2012. Mr. Yang served as our interim CFO between May 31 and August 6, 2012 and our Vice President-Finance &
Compliance and Treasurer between March 30, 2012 and August 6, 2012. Mr. Yang also serves as an independent director
for Kunming Jida Pharmaceutical. Mr. Yang has six years of financial management experience in corporations and 11 years audit
experience in accounting firms. Mr. Yang has extensive experience in dealing with the PRC tax regulations, PRC GAAP, IFRS
and internal control matters. He was an audit senior manager at KPMG, where he provided audit services for initial public offerings,
right issues and merger and acquisition transactions. He also worked on the annual reports of various public companies listed in
Hong Kong and mainland China. His audit clients ranged from state-owned enterprises and Chinese listed companies to multinational
companies, including Angang Steel, Shenhua Energy, BOE Technology and BHP Billiton. Mr. Yang is a certified public accountant
in China.
Mr. Ming Yin
. Mr. Yin has been our Senior Corporate
Vice President since August 2012. He is in charge of investor relations and business development. From March 2008 to May 2012,
he held various management positions at our Company with increasing responsibility regarding our financial reporting, finance,
investor relations, and business development, including Vice President-Finance from August 2010 to March 2012 and assistant to
CFO from March 2008 to August 2010. Prior to joining us, Mr. Yin was a tax associate at the New York office of KPMG from February
2007 to February 2008. Prior to that, Mr. Yin held multiple financial management positions in corporations, including accounting
manager at Cronimet USA, an international supplier of raw materials for the industrial production of stainless steel Corporation
from April 2004 to January 2007 and an accountant at Houston Fruitland Inc. from February 2003 to April 2004. Mr. Yin is a
chartered financial analyst. Mr. Yin holds a B.B.A. in accounting from Northwood University in Midland, Michigan, and an M.B.A.
in Finance &Investment from Zicklin School of Business of Baruch College of City University of New York.
Ms. Zhijing Liu.
Ms. Liu has been our Corporate
Vice President since August 2012. She oversees plasma quality management, plasma resource development and matters related to regulatory
affairs. From January 2010 to May 2011, Ms. Liu held various management positions at our Company, including being the Chief
Representative of the Company’s Beijing office. From May 2011 to August 2012, Ms. Liu was our Director of the Regulatory
Affairs and Administration. Ms. Liu has more than 30 years of experience in China’s pharmaceutical industry, holding
various senior marketing, human resource, consulting and general management positions with various pharmaceutical organizations.
Prior to joining us, Ms. Liu was general manager of Zhongbang Medical Technology Company, an affiliate of Hospital Management
Institute of Ministry of Health.
Mr. Gang Yang
. Mr. Yang has been our Corporate Vice President
since August 2013 and the general manager of our majority owned subsidiary Guizhou Taibang Biological Products Co., Ltd. (“Guizhou
Taibang”) since 2010. Prior to that, Mr. Yang held various management positions at Guizhou Taibang, including being the deputy
general manager. Mr. Yang has more than 20 years of experience in China’s plasma industry, holding various senior operation,
production and plasma resource management positions with various plasma production organizations. Prior to joining us, Mr. Yang
was a director of Guizhou Qianfeng Biologic Products Company.
There are no agreements or understandings for any of our executive
officers or directors to resign at the request of another person and no officer or director is acting on behalf of nor will any
of them act at the direction of any other person. To the best of our knowledge and belief, there are no arrangements or understandings
with any of our directors, executive officers, principal stockholders, customers, suppliers, or any other person, pursuant to which
any of our directors or executive officers were selected.
Directors and executive officers are elected or appointed until
their successors are duly elected or appointed and qualified.
Family Relationships
There are no family relationships among our directors or executive
officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) requires our executive officers, directors and beneficial owners of more than 10% of a
registered class of our equity securities to file with the SEC statements of ownership and changes in ownership. The same persons
are required to furnish us with copies of all Section 16(a) forms they file. Except as disclosed below and in our previous
reports filed with the SEC, we believe that all of our executive officers, directors and beneficial owners of more than 10% of
a registered class of our equity securities complied with the applicable filing requirements during fiscal year 2016.
During fiscal year 2016, two Forms 4 were filed late by Mr.
David Hui Li and a Form 4 was filed late by Ms. Zhijing Liu, due to administrative oversight. Except as disclosed above, the Company
is not aware of any failure on the part of our executive officers, directors or beneficial owners of more than 10% of a registered
class of our equity securities to make any filing on a timely basis as required under the securities laws.
In making these statements, we have relied upon examination
of the copies of all Section 16(a) forms provided to us and the written representations of our executive officers, directors
and beneficial owners of more than 10% of a registered class of our equity securities.
CORPORATE
GOVERNANCE
Our current corporate governance practices and policies are
designed to promote stockholder value and we are committed to the highest standards of corporate ethics and diligent compliance
with financial accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities.
Our management oversees a system of internal controls and compliance with corporate policies and applicable laws and regulations,
and our employees operate in a climate of responsibility, candor and integrity.
Corporate Governance Guidelines
We and our Board are committed to high standards of corporate
governance as an important component in building and maintaining stockholder value. To this end, we regularly review our corporate
governance policies and practices to ensure that they are consistent with our high standards. We also closely monitor guidance
issued or proposed by the SEC and the provisions of the Sarbanes-Oxley Act, as well as the emerging best practices of other companies.
The current corporate governance guidelines are available on our website at
http://www.chinabiologic.com
. Printed copies
of our corporate governance guidelines may be obtained, without charge, by contacting the Corporate Secretary, China Biologic
Products, Inc., 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, People’s
Republic of China.
The Board and Committees of the Board
We are governed by a Board that currently consists of eight
members as identified above. Our Board currently has three standing committees: the Audit Committee, Compensation Committee and
Governance and Nominating Committee, which, pursuant to delegated authority, perform various duties on behalf of and report to
the Board. Each of these Committees is comprised entirely of directors who are independent under NASDAQ Marketplace Rules. From
time to time, the Board may establish other committees. Each of the Compensation Committee and Governance and Nominating Committee
was formed on August 7, 2008 and the Audit Committee was formed on July 24, 2008. The Board has adopted a written charter
for each of the committees which are available on our website at
http://www.chinabiologic.com
.
Audit Committee
Our Audit Committee is currently composed of three members:
Mr. Sean Shao, Dr. Yungang Lu and Mr. Albert (Wai Keung) Yeung. Mr. Shao serves as Chair of the Audit Committee.
Our Board determined that each member of the Audit Committee meets the independence criteria prescribed by applicable rules and
regulations of the SEC for audit committee membership and is an “independent” director within the meaning of the NASDAQ
Marketplace Rules. Each Audit Committee member also meets NASDAQ’s financial literacy requirements.
Our Audit Committee oversees our accounting and financial reporting
processes and the audits of our financial statements. It is responsible for, among other things:
|
|
·
|
selecting our independent auditors and
pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;
|
|
|
·
|
reviewing with our independent auditors
any audit problems or difficulties and management’s response;
|
|
|
·
|
reviewing and approving all proposed related-party
transactions;
|
|
|
·
|
discussing the annual audited financial
statements with management and our independent auditors;
|
|
|
·
|
reviewing the adequacy and effectiveness
of our internal control over financial reporting;
|
|
|
·
|
annually reviewing and reassessing the
adequacy of our audit committee charter;
|
|
|
·
|
such other matters that are specifically
delegated to our Audit Committee by our Board from time to time;
|
|
|
·
|
meeting separately and periodically with
management and our internal and independent auditors; and
|
|
|
·
|
reporting regularly to the full Board.
|
Our Board has determined that Mr. Shao is the “audit
committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and also
meets NASDAQ’s financial sophistication requirements.
Compensation Committee
Our Compensation Committee is currently composed of three members:
Mr. Sean Shao, Prof. Wenfang Liu and Dr. Yungang Lu, each of whom is “independent” within the meaning of
the NASDAQ Marketplace Rules. Mr. Shao serves as Chair of the Compensation Committee.
Our Compensation Committee assists the Board in reviewing and
approving the compensation structure of executive officers, including all forms of compensation to be provided to our executive
officers. Our CEO may not be present at any committee meeting during which his compensation is deliberated.
The Compensation Committee is responsible for, among other things:
|
|
·
|
approving and overseeing the compensation
package for our executive officers;
|
|
|
·
|
reviewing and approving corporate goals
and objectives relevant to the compensation of our CEO, evaluating the performance of our CEO in light of those goals and objectives,
and setting the compensation level of our CEO based on this evaluation; and
|
|
|
·
|
reviewing periodically and making recommendations
to the Board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses,
employee pension and welfare benefit plans.
|
Governance and Nominating Committee
Our Governance and Nominating Committee is currently composed
of three members: Mr. Sean Shao, Mr. Zhijun Tong and Dr. Yungang Lu, each of whom is “independent” within
the meaning of the NASDAQ Marketplace Rules. Dr. Lu serves as Chair of the Governance and Nominating Committee.
The Governance and Nominating Committee assists the Board in
identifying individuals qualified to become our directors and in determining the composition of the Board and its committees.
The Governance and Nominating Committee is responsible for,
among other things:
|
|
·
|
identifying and recommending to the Board
nominees for election or re-election to the Board, or for appointment to fill any vacancy;
|
|
|
·
|
reviewing annually with the Board the
current composition of the Board in light of the characteristics of independence, age, skills, experience and availability of service
to us;
|
|
|
·
|
identifying and recommending to the Board
directors to serve as members of the Board’s committees; and
|
|
|
·
|
monitoring compliance with our Corporate
Governance Guidelines.
|
We do not have a formal policy regarding consideration of director
candidate recommendations received from our stockholders. However, any recommendations
received from stockholders will be evaluated
in the same manner that potential nominees suggested by Board members, management or other parties are evaluated.
Governance Structure
Mr. David (Xiaoying) Gao currently serves as Chairman of
our Board, our CEO and President. He possesses in-depth knowledge of the Company, its integrated operations, the evolving biopharmaceutical
industry in China, and the array of challenges to be faced, gained through years of experience in the industry. The Board believes
that such experiences and other insights put Mr. Gao in the best position to provide broad leadership for the Company and
the Board, as he considers strategy and exercises fiduciary responsibilities to stockholders, as the case may be.
Further, the Board has demonstrated its commitment and ability
to provide independent oversight of management. A majority of the Board is composed of independent directors, and all members of
the Audit Committee, Compensation Committee, and Governance and Nominating Committee are independent. Each independent director
has access to the CEO and other Company executives on request, may call meetings of the independent directors, and may request
agenda topics to be added or dealt with in more detail at meetings of the full Board or an appropriate Board committee. We encourage
our stockholders to learn more about our Company’s governance practices at our website,
http://www.chinabiologic.com
.
The Board’s Role in Risk Oversight
The Board oversees that the assets of the Company are properly
safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted
wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the
Board’s oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical
business risks. The Board does not view risks in isolation. Risks are considered in virtually every business decision and as part
of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risks.
Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve
its objectives.
While the Board oversees risk management, Company’s management
is charged with managing risks. The Company has internal processes and an internal control environment to identify and manage risks
and to communicate with the Board. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls
and the risk management program at least annually. The Board implements its risk oversight function both as a whole and through
the committees. Much of the work is delegated to various committees, which meet regularly and report back to the full Board. All
committees play significant roles in carrying out the risk oversight function. In particular:
|
|
·
|
The Audit Committee oversees risks related
to the Company’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee
oversees the internal audit function and the Company’s ethics programs, including the code of ethics. The Audit Committee
members meet separately with representatives of the independent auditing firm; and
|
|
|
·
|
The Compensation Committee evaluates the
risks and rewards associated with the Company’s compensation philosophy and programs. The Compensation Committee reviews
and approves compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation.
Management discusses with the Compensation Committee the procedures that have been put in place to identify and mitigate potential
risks in compensation.
|
Independent Directors
Our Board has determined that the majority of the Board is composed
of “independent directors” within the meaning of applicable NASDAQ Marketplace Rules and Section 301 of the Sarbanes-Oxley
Act of 2002. Our independent directors are Mr. Sean Shao, Dr. Yungang Lu, Prof. Wenfang Liu, Mr. Zhijun Tong, Mr. Albert
(Wai Keung) Yeung, and Mr. Joseph Chow.
Board, Committee and Annual Meeting Attendance
During fiscal year 2016, the Board held five meetings and acted
by written consent once. Our Audit Committee and Compensation Committee met or acted by written consent four times and two times,
respectively. Our Governance and nominating Committee did not meet or act by written consent during the fiscal year. In addition,
our independent directors met in executive session following Board meetings. Each director attended at least approximately 70%
of all Board and applicable committee meetings.
Our directors are expected to attend Board meetings as frequently
as necessary to properly discharge their responsibilities and to spend the time needed to prepare for each such meeting. We encourage
our directors to attend annual meetings of stockholders, but we do not have a formal policy requiring them to do so.
Code of Ethics
On March 25, 2008, our Board adopted a code of ethics, which
applies to all of our directors, officers and employees, including our CEO and CFO. The code of ethics is designed to deter wrongdoing
and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that we file
with, or submit to, the SEC, and in other public communications that we made; compliance with applicable laws, rules and regulations;
the prompt internal reporting of violations of the code to the appropriate person or persons; and accountability for adherence
to the code. We believe that our reputation is a valuable asset and must continually be guarded by all associated with us so as
to earn the trust, confidence and respect of our suppliers, customers and stockholders. Our Board amended the code of ethics on
March 11, 2013 to update certain administrative information in the code.
The code of ethics is maintained on the Company’s website
at
www.chinabiologic.com
. Printed copies of our code of ethics may be obtained, without charge, by contacting the Corporate
Secretary, China Biologic Products, Inc., 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District,
Beijing 100125, People’s Republic of China. During the fiscal year ended December 31, 2015, there were no waivers of our
code of ethics.
Stockholder Communication with the Board
Stockholders and other interested parties may communicate with
the Board, including non-management directors, by sending a letter to us, c/o Corporate Secretary, China Biologic Products, Inc.,
18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, People’s Republic of
China, for submission to the Board or committee or to any specific director to whom the correspondence is directed. Stockholders
communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm,
that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will
be opened by the Corporate Secretary or his designee for the sole purpose of determining whether the contents contain a message
to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently
offensive materials or matters deemed, using reasonable judgment, inappropriate for the Board will be forwarded promptly to the
chairman of the Board, the appropriate committee or the specific director, as applicable.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Overview
Our mission is to become a first-class biopharmaceutical enterprise
in China. To achieve this objective, we strive to provide an executive compensation program that is aimed to attract and retain
talented and qualified senior executives to manage and lead the Company and to motivate them to pursue our growth strategy and
deliver strong execution. We use a mix of compensation elements including base salary, performance-based discretionary cash bonuses,
equity compensation, and in certain cases severance and change of control benefits and other employee benefits.
Our named executive officers (the “NEOs”) for fiscal
year 2016 were:
|
|
·
|
David (Xiaoying) Gao, the CEO;
|
|
|
·
|
Ming Yin, Senior Corporate Vice President;
|
|
|
·
|
Zhijing Liu, Corporate Vice President;
and
|
|
|
·
|
Gang Yang, Corporate Vice President and
General Manager of Guizhou Taibang.
|
Stockholder Advisory Vote on Executive Compensation
At our Annual Meeting of Stockholders in June 2011, our stockholders
recommended to hold a non-binding advisory vote on the compensation of our NEOs (commonly referred to as a “say-on-pay”
vote) annually. Subsequently, our Board determined to follow the stockholders’ recommendation and adopted a policy providing
for annual say-on-pay votes.
We conducted a non-binding advisory vote on the compensation
of our NEOs at our Annual Meeting of Stockholders held on June 2, 2016. Our stockholders approved the compensation of the NEOs,
with approximately 90.4% of stockholder votes cast in favor of our executive compensation program.
As the Compensation Committee evaluated our executive compensation
policies and practices throughout 2016, it was mindful of the strong support our stockholders expressed for our compensation philosophy
and objectives. As a result, the Compensation Committee decided to continue our general approach to executive compensation in aligning
the interests of executives with stockholder interests.
At this year’s Annual Meeting, our stockholders will again
have the opportunity to endorse our executive compensation program through the “say-on-pay” vote.
In addition, at this year’s Annual Meeting, our stockholders
will again have a non-binding advisory vote on the frequency of such say-on-pay votes.
Compensation Philosophy
In 2015, we updated our compensation philosophy to reflect our
commitment to offering an integrated executive compensation program that focuses on pay-for-performance alignment. Our executive
compensation program is designed to:
|
|
·
|
attract and retain individuals critical to the long-term success of the Company;
|
|
|
·
|
emphasize the linkage between the discretionary bonus for our executive officers and the Company’s
overall performance;
|
|
|
·
|
promote value sharing based on the alignment of the interests of our executive officers and the
interests of our stockholders; and
|
|
|
·
|
enhance the competitiveness of our executive compensation packages through a balanced combination
of cash and equity-based awards.
|
The key elements of our executive compensation program are competitive
base salaries, annual incentive opportunities and equity participation. More specifically, compensation for each NEO is composed
of a base salary, performance-based discretionary cash bonus and equity awards, and in certain cases, severance and change of control
benefits. Base salaries for the NEOs are a fixed component of compensation and their determination involves an evaluation of the
competitive market-based data derived from comparable companies. Base salaries are generally reviewed annually and adjustments
are considered based on the individual performance of the executive, level of experience or tenure in their position, and the current
market salary. Performance-based discretionary bonuses are based upon achievement of corporate objectives and individual performance,
ultimately subject to the discretion of the Board and/or the Compensation Committee, as applicable. Equity awards are designed
to provide long-term compensation based on the Company’s performance, as reflected in the value of the shares of the Company’s
common stock underlying the equity compensation compared to the purchase price of those shares, if any. With equity compensation,
we seek to align the interests of our NEOs with those of our stockholders. Such portion of the compensation for our NEOs is at
risk if our efforts do not generate positive stockholder returns. In determining the equity awards, we also take into consideration
the market data and market trend, which help to ensure that our executive compensations are competitive with those of the companies
with which we compete for talent.
Currently, we do not have any formal policies for allocating
between short-term and long-term compensation or between cash and non-cash compensation.
2016 Key Compensation Actions
Since August 2012, the Compensation Committee retained Towers
Watson Consulting (Shanghai) Limited, Beijing Branch (“Towers Watson”), an international human resource consulting
firm, as an independent compensation adviser to review and advise on the optimization of the structure of the compensation for
our NEOs.
In July 2016, Towers Watson conducted an analysis to compare
the compensations for our NEOs at that time to those of a group of comparable companies (the “Peer Group”) and recommended
that we appropriately increase the executives’ cash compensation level within the limits of available resources, with no
adjustment to the compensation structure. Towers Watson also recommended that we increase equity awards to our CEO and the other
NEOs with reference to the 75 percentile level and 50 percentile level of the equity compensation of the Peer Group, respectively,
considering that in their evaluation our Company’s overall performance is at about the 80 percentile level in the Peer Group.
For details, see “—Market Comparisons” and “Elements of Compensation” below.
Taking into consideration Towers Watson’s recommendations,
the performance of the CEO and performance reviews of other executives by the CEO, and the increase in our stock price over the
past years, the Compensation Committee recommended that the Board grant equity awards to certain directors and executives under
the 2008 Equity Incentive Plan (the “2008 Plan”) with awards to NEOs consistent with Towers Watson’s recommendations,
while keeping the cash compensation for the NEOs unchanged.
On August 4, 2016, the Board, acting upon the recommendation
of the Compensation Committee, resolved to make no adjustment to the cash compensation for the Company’s NEOs, and approved
and authorized the issuance of an aggregate of 561,000 shares of restricted stock under the 2008 Plan to directors, certain executives
and certain employees of the Company, including the following to the NEOs:
|
|
·
|
150,000 shares of the Company’s
restricted stock to Mr. David (Xiaoying) Gao;
|
|
|
·
|
45,000 shares of the Company’s restricted
stock to Mr. Ming Yang;
|
|
|
·
|
30,000 shares of the Company’s restricted
stock to Mr. Ming Yin;
|
|
|
·
|
7,500 shares of the Company’s restricted
stock to Ms. Zhijing Liu; and
|
|
|
·
|
30,000 shares of the Company’s restricted
stock to Mr. Gang Yang.
|
The above restricted stock granted to each NEO will vest annually
over a 4-year period in four equal portions, with the first portion vesting on August 5, 2017.
Compensation Committee and Compensation Setting
Process
Our Board established the Compensation Committee as a regular
committee of the Board in 2008. The Compensation Committee currently consists of Mr. Sean Shao, as Chair of the committee,
Dr. Yungang Lu and Prof. Wenfang Liu. Each member has been determined to be and each current member remains an “outside
director” for purposes of Section 162(m) of the Internal Revenue Code and a “non-employee director” for
purposes of Rule 16b-3 under the Exchange Act. In compliance with the requirements of the SEC rule and the NASDAQ listing
rule on compensation committee independence, no member of our Compensation Committee is affiliated with the Company or any of its
subsidiary or accepts any consulting, advisory, or other compensatory fee from the Company or any subsidiary except for fees received
for services on the Board and Board committees. With each of its members meeting or exceeding the newly implemented higher independence
standard, we believe our Compensation Committee has carried out, and will continue to carry out, its responsibilities in good faith,
with a goal to make fair determination on executive compensation in the best interest of the Company and its stockholders.
In accordance with its charter, for 2016 and beyond the Compensation
Committee evaluated, approved, administered and interpreted, and will continue to evaluate, approve, administer and interpret,
our executives’ compensation and benefit policies. As part of its diligence in scrutinizing pay and performance, the Compensation
Committee also reviews analyses prepared by its independent compensation adviser, Towers Watson. The Compensation Committee determines
the compensation of our executives except that the entire Board makes the final determination as to the compensation of our CEO
and CFO. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more
designated members of the Compensation Committee.
Participation of Management in Compensation Decisions
The Compensation Committee works collaboratively with members
of management as well as Towers Watson in designing and developing compensation programs applicable to our NEOs and other executives.
The Compensation Committee believes that the executives have greater day-to-day insight into the key metrics on which the Company’s
performance should be evaluated. Consequently, the Compensation Committee directs the CEO to review and revise compensation proposals
prepared by the Company’s human resources department for the Compensation Committee’s ultimate review and approval.
Other resources that our Compensation Committee may rely upon
include individual directors’ respective experiences and recommendations, recommendations of Towers Watson, peer or competitive
compensation data provided by Towers Watson or management, the deliberative process of the Compensation Committee, and any other
resources that the Compensation Committee may determine relevant. Once the Compensation Committee believes that it has the information
necessary to conduct its deliberations, it does so without further input of our NEOs when discussing the CEO’s compensation;
and with input of the CEO, when discussing the compensation for the other NEOs or other executives.
Role of the Compensation Adviser
In compliance with the requirements of the SEC rule and
the NASDAQ listing rule on independent compensation advisers, our Compensation Committee has the sole discretion to retain and
consult the compensation adviser and has sufficient funds to pay for such consultation. Since August 2012, the Compensation Committee
has directly engaged Towers Watson, an international human resource consulting firm, as its independent compensation adviser. Towers
Watson reported directly to the Compensation Committee and not to management. In 2016, at the request of the Compensation Committee,
Towers Watson reviewed and advised on the principal aspects of compensation of our CEO, CFO and other NEOs, including, but not
limited to, providing recommendations on the composition of the Peer Group, analyzing public information on the executive compensation
of the Peer Group and other publicly available data (including applying its experience with other companies) on the market trend,
and advising on optimizing the structure of our compensations to the NEOs. Towers Watson summarized such analysis and made recommendations
to the Compensation Committee in July 2016. Towers Watson did not provide any other services to the Company in 2016.
Competitive Market Review
We compete with many other biopharmaceutical companies in seeking
to attract and retain a skilled workforce and aim to attract and retain the most highly qualified executives to manage each of
our business functions. In doing so, we compete for a pool of talent that is highly sought after by both large and established
biopharmaceutical and life sciences companies and earlier stage companies, including manufacturers, distributors and marketers
of pharmaceutical, biotechnology and medical device products and other healthcare related companies seeking similar skill sets
in our geographic area, and in some cases, nationally and internationally. Larger and more established organizations in our industry
seek to recruit top talent from smaller and less established companies in the sector just as smaller organizations look to attract
and retain the best talent from the industry as a whole.
To succeed in attracting top executives and retaining our current
NEOs, we draw upon and access publicly available data and surveys and seek advice from the compensation adviser to ensure we remain
current on compensation trends.
Market Comparisons
At the Board’s request to optimize the executive compensation
structure for the Company, in July 2016, Towers Watson conducted an executive compensation review for the Compensation Committee
that compared and analyzed total compensation levels of our NEOs to those of NEOs at the companies in the Peer Group. Towers Watson
worked directly with our Compensation Committee to analyze the results of this review so that the Compensation Committee could
make fully informed decisions in setting total compensation levels for our NEOs. Towers Watson formulated the Peer Group with a
screening principle in alignment with that in 2015, by selecting pharmaceutical companies that are incorporated and listed in the
United States, with high growth rates and comparable sizes to the Company. Although Towers Watson formulated three peer groups
in 2015, with the first group containing companies with high growth rates, the second group containing companies with comparable
sizes and the third group containing companies meeting both criteria, Towers Watson had concluded in the previous year that the
executive compensation profiles of these three peer groups are similar with each other and with the Company. Therefore, after discussion
with our Compensation Committee, Towers Watson decided to formulate the Peer Group this year using the same criteria as those used
for the third group in 2015. The Peer Group consists of 11 companies with a compound annual growth rate of revenue ranging from
12% to 25% between 2012 and 2015 and market values as of June 7, 2016 that was two to seven times that as of December 31, 2013.
These companies had revenues ranging from $72 million to $1,466 million in 2015 or a market value ranging from $1.1 billion to
$6.1 billion as of June 7, 2016. These companies include Cepheid, Emergent BioSolutions, Inc., Ligand Pharmaceuticals Incorporated,
Acorda Therapeutics, Inc., Myriad Generics, Inc., Novavax, Inc., Seattle Genetics, Inc., United Therapeutics Corporation, Agios
Pharmaceuticals, Inc., Anacor Pharmaceuticals, Inc., and Five Prime Therapeutics, Inc.
While we refer to the Towers Watson Peer Group data to understand
the competitiveness of our compensation packages within the market, we do not specifically benchmark a position within the Peer
Group with respect to any individual element of our executive compensation program.
Towers Watson concluded the following:
|
|
·
|
The Company’s overall performance is at about the 80 percentile level in the Peer Group.
|
|
|
·
|
The base salaries of the NEOs are lower than those of corresponding positions at the 25
th
percentile level in the Peer Group.
|
|
|
·
|
The total cash compensation for the CEO is at about 25
th
to 50
th
percentile
level in the Peer Group and the total cash compensations for the other NEOs are close to or lower than the 25 percentile level
in the Peer Group.
|
|
|
·
|
The dilution effect from equity awards for the CEO and CFO is at about the 50
th
percentile
level in the Peer Group and the dilution effect from equity awards for the other NEOs is at about the 25
th
percentile
level in the Peer Group. The dilution effect of the executive team as a whole is lower than the 25
th
percentile level
in the Peer Group.
|
|
|
·
|
Overall, the annual dilution rate and average annual dilution rate from 2013 to 2015 is lower than
the 25
th
percentile of the Peer Group.
|
|
|
·
|
The impact of annual amortization cost of our stock-based compensation on financial results of
the Company is less than the median in both the Peer Group and the market.
|
Towers Watson therefore recommended that we appropriately increase
the cash compensation level of the executives within the limits of available resources and benchmark to the market the equity incentives
granted to the executives.
Elements of Compensation
We use a mix of compensation elements including base salaries,
performance-based discretionary cash bonuses, equity awards, and in certain cases severance and change of control benefits and
other employee benefits. The criteria for determining each of these components of compensation are described below. We do not provide
retirement benefits and provide only limited perquisites, except as described below.
Base Salaries
Base salaries are intended to compensate our NEOs on a day-to-day
basis for their services to the Company and provide a certain level of compensation that is not at-risk. The Compensation Committee
evaluates the base salary amounts of comparable companies and uses them as reference to make decisions regarding the salaries of
our CEO and CFO, respectively. The Compensation Committee formulates the salaries of the other NEOs based on a percentage of the
CFO salary, taking into consideration the qualification and scope of responsibilities of such other NEOs. Using such method ensures
that the Company’s base salaries remain competitive within our industry, but also permits the Compensation Committee to use
its own judgment to ultimately determine NEO salaries. In setting the base salary for each NEO, the Compensation Committee considers
such NEO’s qualification and experience, contribution to the Company, scope of responsibilities, geographic location of his/her
position, industry standard and the financial condition of the Company. The relative weight given to each factor varies with each
individual and is at the sole discretion of the Compensation Committee. Base salary levels for executive officers are set forth
in their individual employment agreements, subject to annual adjustment by the Compensation Committee or the Board, as the case
may be, and are reflected in the Summary Compensation Table below.
We did not increase the CEO’s base salary from May 2012,
when Mr. Gao joined us, to 2014. We increased the base salaries of the other NEOs consistent with our compensation arrangements
with general employees from 2012 to 2014. In 2015, the Compensation Committee evaluated the base salary amounts of comparable companies
and authorized an increase in NEO base salaries to achieve better pay-for-performance alignment. We did not adjust the NEOs’
base salaries in 2016. The Compensation Committee believes that increases in base salaries should be based upon a favorable evaluation
of individual performance relative to individual goals, the functioning of the executive’s team within the corporate structure,
success in furthering corporate strategies and goals, individual management skills and responsibilities, demonstrated loyalty,
and the Company’s commitment to attract and retain executives. We expect that our Compensation Committee will reward superior
individual and corporate performance with commensurate cash and other compensation. Salary will next be reviewed when the Compensation
Committee deems appropriate, but the Compensation Committee does not expect to review salary more frequently than on an annual
basis.
Bonuses
NEOs are eligible to receive a discretionary bonus pursuant
to the terms of their respective employment agreements. Discretionary bonuses are linked to annual corporate and individual performance
established by our Compensation Committee. Performance targets are initially set in the budget approved by the Board at the beginning
of the year. Key factors the Board considers in evaluating the corporate performance include operating income, non-GAAP net profit,
non-GAAP EPS, plasma collection volume, acquisition and establishment of new plasma collection centers, and improvement on corporate
governance. The Board evaluates the CEO’s performance primarily based on such key factors, while taking into consideration
other significant accomplishments of strategic matters on a case-by-case basis. When evaluating the CFO and other NEOs’ performance,
in addition to the corporate performance factors stated above, the Board also takes into consideration individual performance targets
specifically for such other position, such as operating cash flow and optimization of financial reporting system in the case of
the CFO.
In 2015, the Compensation Committee authorized an adjustment
to NEO bonus ratios in annual base salaries to achieve better pay-for-performance alignment. In 2016, the Compensation Committee
decided to make no further adjustment to the NEO bonus ratios. As our actual performance in 2016 surpassed all the initial performance
targets set at the beginning of the year, the bonuses for the CEO and the CFO in 2016 were initially set at 100% and 80% of annual
base salaries, respectively, and increased to 106% and 87% of annual base salaries, respectively, to reflect their achievements
of the performance targets. When determining the bonuses for other NEOs, we also took into consideration certain other specific
achievement factors such as establishing and maintaining good cooperation with a third-party fractionator to procure plasma over
the three years beginning in August 2015.
Equity Awards
NEOs are eligible for equity awards in the form of stock options,
stock appreciation rights, performance units, restricted stock, restricted stock units and performance shares under the 2008 Plan.
Equity awards are granted at the discretion of the Compensation Committee to align the NEOs’ interests with those of the
stockholders and provide them with a significant incentive to manage the Company from the perspective of an owner with an equity
stake in the business.
The size of award to any individual, including NEOs, depends
in part on individual performance, including the key factors we consider in evaluating our executive officers’ performance
described above and any other indicators of the impact that such employee’s productivity may have on stockholder value over
time. Other factors include salary level and competitive data. In addition, in determining the awards granted to each NEO, the
Compensation Committee considers the future benefits potentially available to the NEOs from existing awards.
We plan to grant equity awards to our NEOs and other key employees
annually but have no program, plan or practice of granting equity awards that coincide with the release by the Company of material
non-public information. Currently we do not have any security ownership guidelines.
In August 2016, we granted 262,500 shares of restricted stock
to our NEOs. In arriving at its determinations, the Compensation Committee took into consideration and adopted Towers Watson’s
recommendations, which referred primarily to the 75 percentile level and the 50 percentile level of equity compensation of the
Peer Group for the recommended equity awards to our CEO and other NEOs, respectively, considering that our Company’s overall
performance is at about the 80 percentile level in the Peer Group. With reference to Towers Watson’s recommendations, and
taking into consideration each other NEO’s position and responsibility, professional experience and performance in the previous
year, the CEO recommended to the Compensation Committee the amount of equity awards to each other NEO. The Compensation Committee
also took into account the available share reserve under the 2008 Plan when determining the size of equity awards. The Compensation
Committee, however, did not place any particular weight on any one individual factor and did not adhere to any specific guidelines
in making its determinations.
Severance and Change of Control Arrangements
Our employment agreement with each of our CEO, CFO and Mr. Ming
Yin contains severance and change of control arrangements so that we can mitigate the risk of not being able to retain key senior
executives in the event of an acquisition of the Company. These severance and change of control arrangements are designed to (1)
assure we would have the continued dedication and objectivity of our senior executives, notwithstanding the possibility of a change
of control of the Company, thereby aligning the interests of these key senior executives with those of the stockholders in connection
with potentially advantageous offers to acquire the Company; and (2) create a total executive compensation plan that is competitive
in our industry.
The severance and change of control arrangements in the employment
agreements with our CEO, CFO and Mr. Yin provide that if such executive’s employment is terminated by the Company without
cause, he will be entitled to receive a cash severance payment equal to 12 months of his then current base salary, payable in 12
equal monthly installments, and that if his employment is terminated by the Company upon certain change of control events, such
as certain mergers or consolidations of the Company or sale or disposition of all or substantially all of the Company’s assets,
he will be entitled to receive a cash severance payment equal to 18 months of his then current base salary, payable in 18 equal
monthly installments.
The Compensation Committee believes that these severance and
change of control arrangements satisfy the objectives above and ensure that key executives are focused on the Company’s goals
and objectives, as well as the interests of our stockholders, rather than any negative personal consequences that may arise as
a result of a change of control.
Retirement Benefits
Currently, we do not provide any company-sponsored retirement
benefits or deferred compensation programs to any Chinese employee, including the NEOs (other than a mandatory state pension scheme
in which all of our employees in China participate) because it is not customary to provide such benefits and programs in China.
We maintain a defined contribution 401(k) plan for employees who are U.S. citizens, to which we make no matching contribution.
Mr. David (Xiaoying) Gao, a U.S. citizen, is eligible to participate in the 401(k) plan.
Perquisites
We provide our NEOs with limited perquisites and other personal
benefits that we believe are reasonable, such as company car-related benefits. We do not view perquisites as a significant element
of compensation, but do believe they can be useful in attracting, motivating and retaining desirable executive talents.
Tax and Accounting Information
For 2016 and continuing thereafter, the Compensation Committee
considered and will continue to consider the impact of the requirement under Financial Accounting Standards Board, Accounting Standards
Codification, Topic 718,
Compensation-Stock Compensation
(“FASB ASC Topic 718”), that we record as an expense
in our financial statements, at the time stock options are granted, the fair value of the options over their vesting period.
Both the cash and equity compensation for our NEOs is subject
to relevant individual income tax as required by the national government of each NEO or other relevant authorities. The compensation
for our CEO, Mr. David Gao, is subject to U.S. individual income tax, and the compensation for other NEOs is subject to PRC individual
income tax. We do not pay or reimburse any NEOs for individual income taxes, any other taxes due upon exercise of a stock option
or vesting of restricted stock or any other taxes.
Other Compensation Policies
Stock Ownership Guidelines
At this time, our Compensation Committee has not adopted stock
ownership guidelines with respect to our NEOs, although it may consider doing so in the future.
Compensation Recovery Policy
At this time, we have not implemented a policy regarding retroactive
adjustments to any cash or equity-based incentive compensation paid to our executive officers and other employees where the payments
were predicated upon the achievement of financial results that were subsequently the subject of a financial restatement. Our Compensation
Committee intends to adopt a general compensation recovery, or clawback, policy covering our annual and long-term incentive award
plans and arrangements after the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act.
Summary Compensation Table
The following table sets forth information concerning all cash
and non-cash compensation awarded to, earned by or paid to the NEOs for services rendered in all capacities during the periods
indicated.
|
Name
and Principal
Position
|
|
Year
|
|
Salary
($)
(6)
|
|
Bonus
($)
(6)
|
|
Stock
Awards
($)
(7)
|
|
All
Other
Compensation
($)
(6)
|
|
Total
($)
(8)
|
|
David (Xiaoying) Gao
|
|
2016
|
|
550,008
|
|
582,458
|
|
18,082,500
|
|
269,079
|
|
19,484,045
|
|
CEO and President
(1)
|
|
2015
|
|
520,839
|
|
547,402
|
|
9,788,800
|
|
261,175
|
|
11,118,216
|
|
|
|
2014
|
|
500,000
|
|
385,353
|
|
4,139,200
|
|
242,648
|
|
5,267,201
|
|
Ming Yang
|
|
2016
|
|
250,008
|
|
217,407
|
|
5,424,750
|
|
211,089
|
|
6,103,254
|
|
CFO
(2)
|
|
2015
|
|
241,208
|
|
214,771
|
|
3,670,800
|
|
213,073
|
|
4,339,852
|
|
|
|
2014
|
|
215,795
|
|
150,711
|
|
1,552,200
|
|
200,513
|
|
2,119,219
|
|
Ming Yin
|
|
2016
|
|
200,004
|
|
156,753
|
|
3,616,500
|
|
134,925
|
|
4,108,182
|
|
Senior Corporate Vice President
(3)
|
|
2015
|
|
188,845
|
|
146,874
|
|
2,447,200
|
|
132,536
|
|
2,915,455
|
|
|
|
2014
|
|
165,996
|
|
90,800
|
|
1,034,800
|
|
78,945
|
|
1,370,541
|
|
Zhijing Liu
|
|
2016
|
|
134,020
|
|
91,263
|
|
1,018,125
|
|
8,058
|
|
1,251,466
|
|
Corporate Vice President
(4)
|
|
2015
|
|
138,915
|
|
55,566
|
|
747,680
|
|
27,916
|
|
970,077
|
|
|
|
2014
|
|
127,690
|
|
55,877
|
|
258,700
|
|
41,206
|
|
483,473
|
|
Gang Yang
|
|
2016
|
|
118,917
|
|
176,075
|
|
3,616,500
|
|
49,253
|
|
3,960,745
|
|
Corporate Vice President
(5)
|
|
2015
|
|
127,764
|
|
225,400
|
|
2,447,200
|
|
53,557
|
|
2,853,921
|
|
|
|
2014
|
|
88,487
|
|
236,046
|
|
1,034,800
|
|
37,634
|
|
1,396,967
|
|
|
(1)
|
Mr. Gao has been our CEO since May 10, 2012 and President since January 1, 2013.
Mr. Gao has been serving as a director of the Company since October 6, 2011 and the Chairman of the Board since March 30,
2012. Mr. Gao also serves as chairman of the board at several of our subsidiaries. Effective in August 2015, the Board, acting
upon the recommendation of the Compensation Committee, authorized an increase in Mr. Gao’s annual base salary to $550,000.
Other compensation received by Mr. Gao represents salary received for serving as a director at several of our subsidiaries.
For details regarding the restricted stock awards, see “Grants of Plan-Based Awards.”
|
|
|
(2)
|
Mr. Ming Yang has been our CFO since August 7, 2012. Mr. Yang served as our interim
CFO between May 31 and August 6, 2012 and Vice President-Finance & Compliance and Treasurer between March 30,
2012 and August 6, 2012. Mr. Yang also serves as a director and the chief financial officer at several of our subsidiaries.
Effective in August 2015, the Board, acting upon the recommendation of the Compensation Committee, authorized an increase in Mr.
Yang’s annual base salary to $250,000. Other compensation received by Mr. Yang represents salary received for serving
as a director and the chief financial officer at several of our subsidiaries. For details regarding the restricted stock awards,
see “Grants of Plan-Based Awards.”
|
|
|
(3)
|
Mr. Ming Yin has been our Senior Corporate Vice President since August 2012, our Vice President-Business
Development from April 2012 to August 2012 and our Vice President-Finance from August 2010 to March 2012. Mr. Yin also serves
as a director at our Shandong Taibang subsidiary. Effective in August 2015, the Board, acting upon the recommendation of the Compensation
Committee, authorized an increase in Mr. Yin’s annual base salary to $200,000. Other compensation received by Mr. Yin
represents salary received for serving as a director at several of our subsidiaries. For details regarding the restricted stock
awards, see “Grants of Plan-Based Awards.”
|
|
|
(4)
|
Ms. Liu has been our Corporate Vice President since August 2012 and our Director of Government
Affairs and Administration from January 2010 to August 2012. Other compensation received by Ms. Liu represents travel and
meals allowances and other fringe benefits. For details regarding the restricted stock awards, see “Grants of Plan-Based
Awards.”
|
|
|
(5)
|
Mr. Gang Yang has been our Corporate Vice President since August 2013 and the General Manager
of Guizhou Taibang since 2010. Other compensation received by Mr. Yang represents salary received for serving as a direcotr
at our Shandong Taibang subsidiary. For details regarding the restricted stock awards, see “Grants of Plan-Based Awards.”
|
|
|
(6)
|
Salaries and bonuses for of 2016, 2015 and 2014 were translated from RMB to $ (if applicable) at
the rate of $1 to RMB6.64, $1 to RMB6.21 and $1 to RMB6.14, respectively. All 2016 bonuses were paid out in 2016 and early 2017.
|
|
|
(7)
|
The amounts of stock awards represent the aggregate grant date fair value of the restricted stock
awards granted to each NEO during each period indicated, computed in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation-Stock Compensation (FASB ASC Topic 718). All of the restricted stock awards have
vesting periods, which are typically four or two years in duration.
|
|
|
(8)
|
Both the cash and equity compensation for our NEOs is subject to relevant individual income tax
as required by the national government of each NEO or other relevant authorities. The compensation for our CEO, Mr. David Gao,
is subject to U.S. individual income tax, and the compensation for other NEOs is subject to PRC individual income tax.
|
Summary of Employment Agreements and Material Terms
On May 10, 2012, we entered into an employment agreement
with Mr. David (Xiaoying) Gao, which agreement was renewed with substantially similar terms on May 11, 2014 and August
4, 2016, respectively. Pursuant to the current employment agreement, the Company agreed to pay Mr. Gao an annual base salary
of $550,000 as consideration for the performance of his duties as the CEO. Mr. Gao will be eligible to receive additional
bonus compensation as may be awarded from time to time by the Board in its sole discretion. The employment agreement also provides
that if Mr. Gao’s employment is terminated by the Company without cause, Mr. Gao will be entitled to receive severance
payment equal to 12 months of his then current base salary paid in 12 equal monthly installments, and that if Mr. Gao’s
employment is terminated by the Company upon certain change of control events, including certain merger or consolidation of the
Company or sale or disposition of all or substantially all of the Company’s assets, Mr. Gao will be entitled to receive
severance payment equal to 18 months of his then current base salary paid in 18 equal monthly installments.
On August 31, 2012, we entered into an employment agreement
with Mr. Ming Yang, then interim CFO and Vice President, which agreement was renewed with substantially similar terms on September 1,
2014 and November 1, 2016, respectively. Pursuant to the current employment agreement, the Company agreed to pay Mr. Yang
an annual base salary of $250,000 as consideration for the performance of his duties as CFO. Mr. Yang will be eligible to
receive additional bonus compensation as may be awarded from time to time by the Board in its sole discretion. The employment agreement
also provides that if Mr. Yang’s employment is terminated by the Company without cause, Mr. Yang will be entitled
to receive a cash severance payment equal to 12 months of his then current base salary, payable in 12 equal monthly installments,
and that if Mr. Yang’s employment is terminated by the Company upon certain merger or consolidation of the Company or
sale or disposition of all or substantially all of the Company’s assets, Mr. Yang will be entitled to receive a cash
severance payment equal to 18 months of his then current base salary, payable in 18 equal monthly installments.
On August 31, 2012, we entered into an employment agreement
with Mr. Ming Yin, which agreement was renewed with substantially similar terms on September 1, 2014 and November 1,
2016, respectively. Pursuant to the current employment agreement, the Company agreed to pay Mr. Yin an annual base salary
of $200,000 as consideration for the performance of his duties as Senior Corporate Vice President. Mr. Yin will be eligible
to receive additional bonus compensation as may be awarded from time to time by the Board in its sole discretion. The employment
agreement also provides that if Mr. Yin’s employment is terminated by the Company without cause, Mr. Yin will be
entitled to receive a cash severance payment equal to 12 months of his then current base salary, payable in 12 equal monthly installments,
and that if Mr. Yin’s employment is terminated by the Company upon certain merger or consolidation of the Company or
sale or disposition of all or substantially all of the Company’s assets, Mr. Yin will be entitled to receive a cash
severance payment equal to 18 months of his then current base salary, payable in 18 equal monthly installments.
Pursuant to their respective employment agreements, Ms. Zhijing
Liu and Mr. Gang Yang are entitled to annual base salary as consideration for their performance of duties and eligible to receive
additional bonus compensation as may be awarded from time to time by the Board in its sole discretion. Their annual base salaries
are adjusted annually.
Other than noted above and necessary social benefits required
by the PRC government, which are defined in the employment agreements, we currently do not provide other benefits to our NEOs except
for a defined contribution 401(k) plan in which Mr. Gao, who is a U.S. citizen, participates and to which we make no matching
contribution.
Grants of Plan-Based Awards
The following table sets forth information regarding equity
grants to NEOs during the fiscal year ended December 31, 2016.
|
Name
|
|
Grant
Date
|
|
All
other stock
awards:
Number of
shares of stock or units (#)
|
|
|
All
other option awards:
Number of
securities
underlying
options (#)
|
|
|
Exercise
or
base price of
option awards
($/Share)
|
|
|
Grant
date fair value of stock and option
awards ($)
|
|
|
David (Xiaoying) Gao
|
|
08/04/2016
|
|
|
150,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,082,500
|
|
|
Ming Yang
|
|
08/04/2016
|
|
|
45,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,424,750
|
|
|
Ming Yin
|
|
08/04/2016
|
|
|
30,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,616,500
|
|
|
Zhijing Liu
|
|
03/01/2016
|
|
|
1,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
114,000
|
|
|
|
|
08/04/2016
|
|
|
7,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
904,125
|
|
|
Gang Yang
|
|
08/04/2016
|
|
|
30,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,616,500
|
|
All the above restricted stock
will vest annually over a 4-year period in four equal portions.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth the equity awards outstanding
as of December 31, 2016 for each of our NEOs.
|
|
|
Restricted
Stock Awards
|
|
|
Option
Awards
|
|
|
|
|
Number
of shares that have not vested
|
|
|
Market
value of shares that have not vested
|
|
|
Number
of
securities
underlying
unexercised
options
exercisable
|
|
|
Number
of
securities
underlying
unexercised
options
unexercisable
|
|
|
Equity
incentive
plan awards:
number of
securities
underlying
unexercised
unearned
options
|
|
|
Option
exercise
price
|
|
|
Option
expiration date
|
|
Name
|
|
(#)
|
|
|
($)(6)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($)
|
|
|
|
|
David
(Xiaoying) Gao (1)
|
|
|
270,000
|
|
|
|
29,030,400
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.85
|
|
|
August 31,
2022
|
|
Ming
Yang (2)
|
|
|
90,000
|
|
|
|
9,676,800
|
|
|
|
12,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.85
|
|
|
August 31,
2022
|
|
Ming
Yin (3)
|
|
|
60,000
|
|
|
|
6,451,200
|
|
|
|
7,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.85
|
|
|
August 31,
2022
|
|
Zhijing
Liu (4)
|
|
|
15,750
|
|
|
|
1,693,440
|
|
|
|
7,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.85
|
|
|
August 31,
2022
|
|
Gang
Yang (5)
|
|
|
60,000
|
|
|
|
6,451,200
|
|
|
|
3,750
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.85
|
|
|
August 31,
2022
|
(1) On August 31, 2012, the Company granted Mr. David
(Xiaoying) Gao a ten year nonstatutory stock option to purchase 300,000 shares of the Company’s common stock under the 2008
Plan, which option will have an exercise price of $9.85 per share and will vest annually over a 4-year period in four equal portions,
with the first portion vesting on September 1, 2013. In August 2015, September 2015 and September 2016, Mr. Gao exercised
the stock option to purchase 150,000, 75,000 and 75,000 shares of the Company’s common stock, respectively. On August 16,
2013, the Company granted Mr. Gao 80,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 4-year period in four equal portions, with the initial vesting date being August 17, 2014. On August 26,
2014, the Company granted Mr. Gao 80,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 4-year period in four equal portions, with the initial vesting date being August 27, 2015. On August 3,
2015, the Company granted Mr. Gao 80,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 4-year period in four equal portions, with the initial vesting date being August 4, 2016. On August 4,
2016, the Company granted Mr. Gao 150,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 4-year period in four equal portions, with the initial vesting date being August 5, 2017.
(2) On August 31, 2012, the Company granted Mr. Ming
Yang 25,000 shares of the Company’s restricted stock and a ten year nonstatutory stock option to purchase 50,000 shares of
the Company’s common stock with an exercise price of $9.85 under the 2008 Plan, which restricted stock and option will vest
annually over a 4-year period in four equal portions, with the initial vesting date being September 1, 2013. In September
2015 and May 2016, Mr. Yang exercised the stock option to purchase 10,000 and 27,500 shares of the Company’s common
stock, respectively. On August 16, 2013, the Company granted Mr. Yang 30,000 shares of the Company’s restricted
stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting date
being August 17, 2014. On August 26, 2014, the Company granted Mr. Yang 30,000 shares of the Company’s restricted
stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting date
being August 27, 2015. On August 3, 2015, the Company granted Mr. Yang 30,000 shares of the Company’s restricted
stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting date
being August 4, 2016. On August 4, 2016, the Company granted Mr. Yang 45,000 shares of the Company’s restricted
stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting date
being August 5, 2017.
(3) On July 11, 2010, the Company granted Mr. Ming
Yin a ten year nonstatutory stock option to purchase 30,000 shares of the Company’s common stock with an exercise price of
$12.26 under the 2008 Plan, which vested in 12 equal portions on a quarterly basis over a three-year period, with the first portion
vesting on October 11, 2010. In May 2016, Mr. Yin exercised the stock option to purchase 30,000 shares of the Company’s
common stock. On August 31, 2012, the Company granted Mr. Yin 10,000 shares of the Company’s restricted stock and
a ten year nonstatutory stock option to purchase 30,000 shares of the Company’s common stock with an exercise price of $9.85
under the 2008 Plan, which restricted stock and option will vest annually over a 4-year period in four equal portions, with the
initial vesting date being September 1, 2013. In September 2015 and May 2016, Mr. Yin exercised the stock option to purchase
14,548 and 7,952 shares of the Company’s common stock, respectively. On August 16, 2013, the Company granted Mr. Yin
20,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four
equal portions, with the initial vesting date being August 17, 2014. On August 26, 2014, the Company granted Mr. Yin
20,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four
equal portions, with the initial vesting date being August 27, 2015. On August 3, 2015, the Company granted Mr. Yin
20,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four
equal portions, with the initial vesting date being August 4, 2016. On August 4, 2016, the Company granted Mr. Yin
30,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four
equal portions, with the initial vesting date being August 5, 2017.
(4) On August 31, 2012, the Company granted Ms. Zhijing
Liu 5,000 shares of the Company’s restricted stock and a ten year nonstatutory stock option to purchase 15,000 shares of
the Company’s common stock with an exercise price of $9.85 under the 2008 Plan, which restricted stock and option will vest
annually over a 4-year period in four equal portions, with the initial vesting date being September 1, 2013. In November 2014,
Ms. Zhijing Liu exercised the stock option to purchase 7,500 shares of the Company’s common stock. On August 16,
2013, the Company granted Ms. Liu 5,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 4-year period in four equal portions, with the initial vesting date being August 17, 2014. On August 26,
2014, the Company granted Ms. Liu 5,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 4-year period in four equal portions, with the initial vesting date being August 27, 2015. On February 9,
2015, the Company granted Ms. Liu 2,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest
annually over a 2-year period in two equal portions, with the initial vesting date being February 10, 2016. On August 3, 2015,
the Company granted Ms. Liu 5,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually
over a 4-year period in four equal portions, with the initial vesting date being August 4, 2016. On March 1, 2016, the Company
granted Ms. Liu 1,000 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually over a
4-year period in four equal portions, with the initial vesting date being March 2, 2017. On August 4, 2016, the Company granted
Ms. Liu 7,500 shares of the Company’s restricted stock under the 2008 Plan, which will vest annually over a 4-year period
in four equal portions, with the initial vesting date being August 5, 2017.
(5) On July 11, 2010, the Company granted Mr. Gang
Yang a ten year nonstatutory stock option to purchase 40,000 shares of the Company’s common stock with an exercise price
of $12.26 under the 2008 Plan, which vested in 12 equal portions on a quarterly basis over a three-year period, with the first
portion vesting on October 11, 2010. In May 2016, Mr. Yang exercised the stock option to purchase 40,000 shares of the
Company’s common stock. On August 31, 2012, the Company granted Mr. Yang 5,000 shares of the Company’s restricted
stock and a ten year nonstatutory stock option to purchase 15,000 shares of the Company’s common stock with an exercise price
of $9.85 under the 2008 Plan, which restricted stock and option will vest annually over a 4-year period in four equal portions,
with the initial vesting date being September 1, 2013. In May 2016, Mr. Yang exercised the stock option to purchase 11,250
shares of the Company’s common stock. On August 16, 2013, the Company granted Mr. Yang 20,000 shares of the Company’s
restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting
date being August 17, 2014. On August 26, 2014, the Company granted Mr. Yang 20,000 shares of the Company’s
restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting
date being August 27, 2015. On August 3, 2015, the Company granted Mr. Yang 20,000 shares of the Company’s
restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting
date being August 4, 2016. On August 4, 2016, the Company granted Mr. Yang 30,000 shares of the Company’s
restricted stock under the 2008 Plan, which will vest annually over a 4-year period in four equal portions, with the initial vesting
date being August 5, 2017.
(6) The market value of these restricted stock awards is based
on the closing prices of our common stock on December 31, 2016 ($107.52).
Option Exercises and Stock Vested
The following table sets forth information concerning each exercise
of stock options and each vesting of restricted stock, by our NEOs during the fiscal year ended December 31, 2016:
|
|
|
OPTION AWARDS
|
|
|
STOCK AWARDS
|
|
|
Name
|
|
Number of
Shares
Acquired on
Exercise
(#)
|
|
|
Value
Realized
on Exercise
($)
|
|
|
Number of
Shares
Acquired on
Vesting
(#)
|
|
|
Value
Realized
on Vesting
($)(5)
|
|
|
David (Xiaoying) Gao
|
|
|
75,000
|
(1)
|
|
|
7,554,000
|
(1)
|
|
|
60,000
|
|
|
|
7,080,000
|
|
|
Ming Yang
|
|
|
27,500
|
(2)
|
|
|
2,900,700
|
(2)
|
|
|
28,750
|
|
|
|
3,346,063
|
|
|
Ming Yin
|
|
|
37,952
|
(3)
|
|
|
3,930,877
|
(3)
|
|
|
17,500
|
|
|
|
2,046,425
|
|
|
Zhijing Liu
|
|
|
—
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
688,293
|
|
|
Gang Yang
|
|
|
51,250
|
(4)
|
|
|
5,309,450
|
(4)
|
|
|
16,250
|
|
|
|
1,908,213
|
|
|
|
(1)
|
Mr. David (Xiaoying) Gao exercised a stock option to purchase 75,000 shares of the Company’s
common stock in 2016. The value realized on exercise represents the value of the exercised stock option on the date of exercise
determined by the closing price of the Company’s common stock on such exercise date reduced by the exercise price.
|
|
|
(2)
|
Mr. Ming Yang exercised a stock option to purchase 27,500 shares of the Company’s common
stock in 2016. The value realized on exercise represents the value of the exercised stock option on the date of exercise determined
by the closing price of the Company’s common stock on such exercise date reduced by the exercise price.
|
|
|
(3)
|
Mr. Ming Yin exercised a stock option to purchase 37,952 shares of the Company’s common
stock in 2016. The value realized on exercise represents the value of the exercised stock option on the date of exercise determined
by the closing price of the Company’s common stock on such exercise date reduced by the exercise price.
|
|
|
(4)
|
Mr. Gang Yang exercised a stock option to purchase 51,250 shares of the Company’s common
stock in 2016. The value realized on exercise represents the value of the exercised stock option on the date of exercise determined
by the closing price of the Company’s common stock on such exercise date reduced by the exercise price.
|
|
|
(5)
|
Represents the market value of restricted stock awards on the date of vesting as determined by
the closing price of the Company’s common stock on such vesting date.
|
Pension Benefits
Other than a mandatory state pension scheme in which all of
our employees in China participate, no NEOs received or held pension benefits and the Company does not maintain a pension benefit
plan during the fiscal year ended December 31, 2016.
Nonqualified Deferred Compensation
No nonqualified deferred compensation was offered or issued
to any NEO during the fiscal year ended December 31, 2016.
Potential Payments upon Termination or Change in Control
According to their respective employment agreements, our CEO,
CFO and Mr. Ming Yin are entitled to severance payments of (i) equal to 12 months of their then current base salary paid
in 12 equal monthly installments upon the termination of their employment agreements without cause or (ii) 18 months of their
then current base salary paid in 18 equal monthly installments following a change in control. The following table sets forth potential
payments upon termination or change in control to these NEOs as if such event had occurred on December 31, 2016.
|
Name
|
|
Base Salary
|
|
|
Entitled Payment Upon
Termination Without Cause
|
|
Entitled Payment Upon Change of Control
|
|
David (Xiaoying) Gao
|
|
$
|
550,000
|
|
|
$550,000 payable in 12 equal monthly installments
|
|
$825,000 payable in 18 equal monthly installments
|
|
Ming Yang
|
|
$
|
250,000
|
|
|
$250,000 payable in 12 equal monthly installments
|
|
$375,000 payable in 18 equal monthly installments
|
|
Ming Yin
|
|
$
|
200,000
|
|
|
$200,000 payable in 12 equal monthly installments
|
|
$300,000 payable in 18 equal monthly installments
|
Compensation of Directors
The following table sets forth the total compensation earned
by our directors during fiscal year ended December 31, 2016:
|
Name
(1)
|
|
Fees earned
or paid in
cash
($)
|
|
|
Stock awards
($)
(2)
|
|
|
Option
awards
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
|
Sean Shao
|
|
|
60,000
|
|
|
|
1,205,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,265,500
|
|
|
Yungang Lu
|
|
|
60,000
|
|
|
|
1,084,950
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,144,950
|
|
|
Wenfang Liu
|
|
|
60,000
|
|
|
|
723,300
|
|
|
|
—
|
|
|
|
—
|
|
|
|
783,300
|
|
|
Zhijun Tong
|
|
|
60,000
|
|
|
|
723,300
|
|
|
|
—
|
|
|
|
—
|
|
|
|
783,300
|
|
|
Albert (Wai Keung) Yeung
|
|
|
60,000
|
|
|
|
723,300
|
|
|
|
—
|
|
|
|
—
|
|
|
|
783,300
|
|
|
David Hui Li
|
|
|
51,380
|
|
|
|
2,780,900
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,832,280
|
|
|
Joseph Chow
|
|
|
60,000
|
|
|
|
602,750
|
|
|
|
—
|
|
|
|
—
|
|
|
|
662,750
|
|
|
Total
|
|
|
411,380
|
|
|
|
7,844,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,255,380
|
|
|
|
(1)
|
For total compensation earned by Mr. Gao, our Chairman of the Board, see “Summary Compensation
Table.”
|
|
|
(2)
|
Amounts represent the aggregate grant date fair value of awards or equity plan compensation computed
in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation
(FASB ASC Topic 718). Assumptions used in the calculation of these amounts are described in Note 15 to the consolidated financial
statements of the Company for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K
filed on February 23, 2017.
|
On July 24, 2008, we entered into an independent director
agreement with Mr. Sean Shao, pursuant to which we agreed to pay Mr. Shao an annual retainer of $24,000 as compensation
for his services as a director, which was increased to $60,000 starting January 1, 2011. On August 4, 2016, we granted
Mr. Shao 10,000 shares of our restricted stock under the 2008 Plan, which will vest in two equal portions on August 5,
2017 and August 5, 2018.
On March 19, 2012, we entered into an independent director
agreement with Dr. Yungang Lu, pursuant to which we agreed to pay Dr. Lu a monthly fee of $5,000 as compensation for
his services as a director. On August 4, 2016, we granted Dr. Lu 9,000 shares of our restricted stock under the 2008
Plan, which will vest in two equal portions on August 5, 2017 and August 5, 2018.
On February 27, 2011, we entered into an independent director
agreement with Prof. Wenfang Liu, pursuant to which we agreed to pay Prof. Liu a monthly fee of $5,000 as compensation for his
services as a director. On August 4, 2016, we granted Prof. Liu 6,000 shares of our restricted stock under the 2008 Plan,
which will vest in two equal portions on August 5, 2017 and August 5, 2018.
On April 20, 2012, we entered into an independent director
agreement with Mr. Zhijun Tong, pursuant to which we agreed to pay Mr. Tong a monthly fee of $5,000 as compensation for
his services as a director. On August 4, 2016, we granted Mr. Tong 6,000 shares of our restricted stock under the 2008
Plan, which will vest in two equal portions on August 5, 2017 and August 5, 2018.
On July 29, 2012, we entered into an independent director
agreement with Mr. Albert (Wai Keung) Yeung, pursuant to which we agreed to pay Mr. Yeung a monthly fee of $5,000 as
compensation for his services as a director. On August 4, 2016, we granted Mr. Yeung 6,000 shares of our restricted stock
under the 2008 Plan, which will vest in two equal portions on August 5, 2017 and August 5, 2018.
On November 7, 2013, we entered into a director agreement
with Mr. David Hui Li, pursuant to which, at Mr. Li’s request, he did not receive compensation for his service
as a director of the Company. On February 22, 2016, we entered into an amended and restated director agreement with Mr. Li, pursuant
to which we agreed to pay Mr. Li a monthly fee of $5,000 as compensation for his services as a director. On the same date, we also
granted Mr. Li 5,000 shares of our restricted stock under the 2008 Plan, which will vest in two equal portions on February 23,
2017 and February 23, 2018. On July 1, 2016, we granted Mr. Li 15,000 shares of our restricted stock under the 2008 Plan,
which will vest in three equal portions on July 2, 2017, July 2, 2018 and July 2, 2019. Then on August 4, 2016, we granted
Mr. Li 5,000 shares of our restricted stock under the 2008 Plan, which will vest in two equal portions on August 5, 2017
and August 5, 2018.
On November 3, 2014, we entered into a director agreement
with Mr. Joseph Chow, pursuant to which we agreed to pay Mr. Chow a monthly fee of $5,000 as compensation for his services
as a director. On August 4, 2016, we granted Mr. Chow 5,000 shares of our restricted stock under the 2008 Plan, which
will vest in two equal portions on August 5, 2017 and August 5, 2018.
All directors receive reimbursements from us for expenses which
are necessarily and reasonably incurred by them for providing services to us or in the performance of their duties. Our executive
directors do not receive any compensation in addition to their salaries in their capacity as directors or other remunerations as
members of our management team. However, we do pay their expenses related to attending Board meetings and participating in Board
functions.
Compensation Committee Interlocks and Insider Participation
Mr. Sean Shao, Dr. Yungang Lu and Prof. Wenfang Liu
served on the Compensation Committee during the fiscal year ended December 31, 2016. None of them was an employee, an officer,
or former officer of the Company during the fiscal year ended December 31, 2016 or during his tenure as a Compensation Committee
member. No member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of SEC Regulation S-K
during the fiscal year ended December 31, 2016. None of our executive officers has served on the Board or compensation committee
(or other committee serving an equivalent function) of any other entity, one of whose executive officers served on our Board or
Compensation Committee.
Compensation Policies and Risk Management
The Compensation Committee and the Board in cooperation with
management reviewed our 2016 compensation program in July 2016. The Compensation Committee and the Board confirmed that they believed
that the elements and features of such program are in line with our balanced approach so that the management would be focused on
both short- and long-term performances. As such, they trust that our 2016 compensation program would not encourage management to
assume excessive risks and therefore are not reasonably likely to have a material adverse effect on the interest of the Company
and its stockholders.
Report Of The Compensation Committee
The Compensation Committee of the Company has reviewed and
discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such
review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis
be included in this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Mr. Sean Shao, Chair
Dr. Yungang Lu
Prof. Wenfang Liu