Xi Wen
About Xi Wen
Xi Wen, age 42, is Chairman, Chief Executive Officer, President, and Secretary of Senmiao Technology Limited (AIHS). He has served as President, Secretary and Director since June 2017, became Chairman on July 20, 2017, and was appointed CEO on August 1, 2018; he holds a Bachelor’s degree in Business and Economics from Manchester Metropolitan University . Wen has over 10 years of experience in finance and investment management and serves as Executive Director of Sichuan Senmiao (subsidiary) since February 2017 . Company performance under his tenure shows contracting revenues and negative EBITDA, reflecting ongoing execution challenges; TSR is not disclosed in filed materials .
Company performance (FY basis)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $8,082,514 | $4,320,031 | $3,389,072 |
| EBITDA (USD) | -$4,861,175* | -$3,427,753* | -$2,952,516* |
| Net Income (USD) | -$3,113,749* | -$3,668,974* | -$3,725,305* |
| EBITDA Margin (%) | -60.14%* | -79.35%* | -87.12%* |
| Note: Values marked with * retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Senmiao Technology Limited | President, Secretary, Director | Jun 2017–present | Executive leadership across platform transition; governance centralization as Chair/CEO |
| Senmiao Technology Limited | Chairman of the Board | Jul 2017–present | Board leadership; strategy and oversight |
| Senmiao Technology Limited | Chief Executive Officer | Aug 2018–present | Enterprise-wide P&L; operational execution |
| Sichuan Senmiao (subsidiary) | Executive Director | Feb 2017–present | Full operations oversight of subsidiary |
| Chenghexin | Director | May 2015–Feb 2017 | Oversaw Aihongsen lending platform operations |
| Chengdu Fubang Zhuoyue Investment Co. | Founder & General Manager | Sep 2013–May 2015 | Built investment firm; led daily operations |
| Chengdu Haiyuan Trading Co., Ltd. | General Manager | Jan 2009–Aug 2013 | Led company daily operations |
External Roles
No current public company directorships or external board roles disclosed beyond roles within the Senmiao group .
Fixed Compensation
| Component | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary (USD) | $188,287 | $193,490 | $187,570 | $183,716 |
| Target/Actual Bonus (USD) | $45,000 (actual) | $40,000 (actual) | $50,000 (actual) | — (none disclosed) |
| Stock Awards (Grant-Date FV) | $5,500 | $15,000 | — | — |
- August 6, 2024: Board ratified modified compensation—annual salary RMB600,000 (~$84,000) for CEO and Executive Director roles at the Company and Sichuan Senmiao, payable monthly in arrears since April 1, 2024 .
Performance Compensation
| Incentive type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | “Performance targets as reviewed by Compensation Committee” (specific metrics not disclosed) | Not disclosed | Up to $50,000 per fiscal year | FY21: $45,000; FY22: $40,000; FY23: $50,000; FY24: none disclosed | Cash; no vesting |
| Equity incentives | RSUs (director grants; executive awards not detailed) | Not disclosed | Not disclosed | Xi Wen beneficial ownership includes 5,349 RSUs; 455 vested but not settled at record dates | Company states all exec outstanding equity awards at FY-end were none for FY2024 |
Notes:
- Executive “Outstanding Equity Awards” table indicates no outstanding equity awards at FY2024 for executive officers .
- RSU vesting precedent: 127,273 RSUs granted on Oct 29, 2020 to directors, officers, employees, vesting quarterly in 2021 or fully upon change-in-control; settlement upon vesting/change-in-control/separation, with 12,727 vested and 9,545 settled by FY2022 . This establishes program mechanics but does not specify Xi Wen’s individual grant dates beyond beneficial ownership footnote counts.
Equity Ownership & Alignment
| As-of date | Shares outstanding | Xi Wen beneficial ownership (shares) | % of outstanding | Notable footnotes |
|---|---|---|---|---|
| Mar 7, 2023 | 7,693,040 | 117,624 | 1.9% | Includes 112,275 shares held in spouse’s name and 5,349 RSUs; 455 RSUs vested but shares not issued as of report date |
| Feb 23, 2024 | 9,568,040 | 117,624 | 1.2% | Same RSU/spouse details; 341–455 RSUs vested but unsettled across directors |
| Mar 7, 2025 | 10,518,040 | 117,624 | 1.1% | Includes spouse holdings and 5,349 RSUs; 455 vested but not settled |
- Pledging/hedging policies and stock ownership guidelines: not disclosed in the proxies reviewed .
- Options: No executive outstanding option awards disclosed at FY2024 .
Employment Terms
- Agreement: “Wen Agreement” dated May 27, 2019; initial term 3 years with automatic one-year extensions unless 30-day notice of non-extension .
- Compensation under original agreement: annual CEO salary $100,000 contingent on financing ≥$1 million; RMB600,000 salary for Executive Director of Sichuan Senmiao; annual cash bonus up to $50,000 subject to performance targets .
- Modified compensation (Aug 6, 2024): annual salary RMB600,000 (~$84,000) for combined Company CEO and Sichuan Executive Director roles, payable monthly in arrears since April 1, 2024 .
- Termination for cause: no severance; benefits cease except as required by law .
- Termination without cause: severance equals 3 months base salary, pro-rated prior year target bonus, 3 months health premiums, and immediate vesting of 100% of unvested equity awards .
- Change-of-control termination by Company/successor: same package as above, base salary measured by greater of current vs immediately prior annual rate, with immediate vesting .
- Executive resignation with 30-day notice for significant change in duties or material reduction in salary: compensation equal to 3 months base salary .
- Restrictive covenants: confidentiality, non-compete, non-solicit; severance contingent on signed general release .
Board Governance
- Board service history: Director since June 2017; Chairman since July 2017; CEO since August 2018 .
- Leadership structure: CEO also serves as Chairman; three independent directors; no Lead Independent Director . Dual role concentrates power; mitigated by independent committee chairs, but independence optics remain a governance consideration .
- Committees:
- Audit Committee: Lin, Davis, Wang; Chair: Wang; all independent; responsibilities include auditor selection, related-party transaction approval, internal control review .
- Compensation Committee: Lin, Wang, Davis; Chair: Lin; CEO compensation set in executive session without CEO present .
- Nominating & Corporate Governance Committee: exists; membership not specifically enumerated in the cited sections; oversees governance and director nominations .
- Meeting attendance: Board held one meeting in FY2023 and FY2024; Audit Committee four; Compensation Committee one; each member attended ≥75% of meetings of Board and committees on which they served .
Director Compensation (for non-executive directors)
| Director | Cash fees FY2024 | Stock/Option | Total FY2024 |
|---|---|---|---|
| Xiaojuan Lin | $20,000 | — | $20,000 |
| Trent D. Davis | $40,000 | — | $40,000 |
| Sichun Wang | $20,000 | — | $20,000 |
| Jie Gao | $20,000 | — | $20,000 |
- Policy: Annual retainer $20,000 for directors; $40,000 for Mr. Davis; reimbursement of reasonable pre-approved expenses; accumulated RSUs to directors totaled 23,720 as of March 31, 2024, with 2,273 vested but unsettled; settlement expected by December 2025 .
- Historical RSU grant mechanics: October 29, 2020 grant of 127,273 RSUs to directors/officers/employees vesting quarterly in 2021 or fully upon change-in-control; settlement upon vesting/change-in-control/separation; total compensation expense $140,000 in FY2022 .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) without a Lead Independent Director may raise independence and oversight concerns .
- Immediate 100% vesting of unvested equity upon termination without cause or change-of-control can weaken pay-for-performance alignment in downside scenarios .
- Legal proceedings: none disclosed for directors/executives in a manner material to ability/integrity in the past ten years .
- Pledging/hedging policies, ownership guidelines: not disclosed in reviewed proxies .
Compensation Structure Analysis
- Shift toward cash compensation: FY2023–FY2024 shows salary-only comp for Wen with no stock awards disclosed, while prior years included modest stock awards; target bonuses remain discretionary and tied to non-disclosed performance targets .
- Governance offset: Compensation Committee composed of independent directors, with CEO pay set in sessions excluding the CEO .
- Equity program mechanics allow accelerated vesting upon change-in-control and certain terminations, increasing potential severance value independent of performance .
Employment & Contracts Summary
| Term | Provision | Detail |
|---|---|---|
| Agreement | Wen Agreement | May 27, 2019; automatic annual renewals unless 30-day non-extension notice |
| Base pay | Original structure | $100,000 CEO salary contingent on financing; RMB600,000 subsidiary ED salary; up to $50,000 cash bonus |
| Modified pay | Aug 6, 2024 | RMB600,000 annual for combined roles since Apr 1, 2024; monthly arrears |
| Termination for cause | Severance | None; benefits cease except as required by law |
| Termination without cause | Severance | 3 months base salary; pro-rated prior-year target bonus; 3 months health premiums; immediate vesting of unvested equity |
| Change-of-control termination | Severance | 3 months base salary (greater of current/prior rate); pro-rated bonus; 3 months health premiums; immediate vesting |
| Good reason resignation | Severance | 3 months base salary |
| Covenants | Restrictive | Confidentiality, non-compete, non-solicit; severance contingent on general release |
Investment Implications
- Alignment: Wen’s direct and indirect ownership is modest at ~1.1–1.9% over 2023–2025; inclusion of spouse-held shares increases alignment, but lack of disclosed ownership guidelines and potential for accelerated vesting on termination dampen performance linkage .
- Retention risk: Contract auto-renewal structure, severance protections, and consolidated roles suggest moderate retention stability; however, cash-centric compensation and sustained negative EBITDA signal limited incentive leverage to explicit operational KPIs .
- Trading signals: Immediate vesting upon change-of-control or no-cause termination could lead to event-driven issuance and settlement dynamics; unsettled director RSUs expected to be settled by December 2025 may contribute to near-term share issuance overhang .
- Governance: CEO/Chair dual role without a Lead Independent Director elevates governance risk; independent committees and meeting attendance mitigate but do not eliminate oversight concerns .