Xunkai Gong
About Xunkai Gong
Xunkai Gong is Executive Chairman of AvePoint and has served as a director since 2001; he was CEO from 2001–2008 and Co‑CEO/Chairman from 2008–2021. He is 62 and holds a master’s in computer engineering (University of Chinese Academy of Sciences), a master’s in computer science (Southern University and A&M College at Baton Rouge), and a bachelor’s in electrical and electronics engineering (Dalian University of Technology) . 2024 company metrics used for executive pay showed revenue of $330.5 million vs a $325.6 million target, ARR of $327.0 million vs $324.2 million target, and non‑GAAP operating income of $47.6 million vs $35.8 million target, driving a 115.9% annual bonus payout for named executives . AvePoint’s SPAC earn‑out price hurdles ($12.50/$15.00/$17.50) were all met in December 2024, resulting in private issuance of earn‑out shares, including 392,088 shares to Gong .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AvePoint (predecessor) | Chief Executive Officer | 2001–2008 | Led the company since inception, foundational leadership of AvePoint |
| AvePoint (predecessor) | Chairman and Co‑CEO | 2008–2021 | Senior leadership continuity through growth phases |
| AvePoint (predecessor/company) | Director | 2001–2021 | Long‑tenured board presence |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | “Other Public Boards: 0” for Gong |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (US$) | $400,000 | $400,000 | $450,000 |
| Perquisites | None provided | None provided | None provided |
| Director Pay | No additional compensation for executive directors | No additional compensation | No additional compensation |
Performance Compensation
Annual Incentive Plan (AIP) — 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Total Revenue (US$ mm) | 40% | $299.6 | $325.6 | $351.6 | $330.5 | 101.5% |
| ARR (US$ mm) | 40% | $298.3 | $324.2 | $350.1 | $327.0 | 100.9% |
| Non‑GAAP Operating Income (US$ mm) | 20% | $28.6 | $35.8 | $43.0 | $47.6 | 133.1% |
| Weighted Bonus Payout | — | 50% | 100% | 150% | — | 115.9% |
| Executive | 2024 Base Salary | Target Bonus % | Target Bonus | Actual Payout % | Actual Bonus Paid |
|---|---|---|---|---|---|
| Xunkai Gong | $450,000 | 100% | $450,000 | 115.9% | $521,550 |
Note: For 2025, AIP metrics change to revenue (40%), ARR (40%), and GAAP operating income (20%) .
Equity Awards — Grants in 2024
| Grant Type | Grant Date | Shares/Units | Exercise Price | Grant Date Fair Value (US$) |
|---|---|---|---|---|
| Performance RSUs (PRSU) | Mar 5, 2024 | 134,048 | — | $999,998 |
| Non‑Qualified Stock Options | Mar 5, 2024 | 234,960 | $7.46 | $1,000,000 |
Vesting mechanics: Options typically vest 25% at year 1, then in 12 equal quarterly installments ; RSUs vest 25% at year 1, then quarterly over 3 years ; 2024 PRSUs have a four‑year schedule, vesting half after 2 years, remainder over 8 quarters subject to performance .
Multi‑Year Total Compensation
| Year | Salary (US$) | Stock Awards (US$) | Option Awards (US$) | Non‑Equity Incentive (US$) | Total (US$) |
|---|---|---|---|---|---|
| 2022 | $400,000 | $1,125,003 | $375,000 | $280,000 | $2,180,003 |
| 2023 | $400,000 | $499,998 | $499,999 | $416,400 | $1,816,397 |
| 2024 | $450,000 | $999,998 | $1,000,000 | $521,550 | $2,971,548 |
Stock vested in 2024: 177,470 shares; value realized $1,995,606.54 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Basis/Notes |
|---|---|---|---|
| Xunkai Gong | 22,407,945 | 10.79% | Includes 17,694,214 shares, 4,694,368 options exercisable within 60 days, and 19,363 RSUs vesting within 60 days |
Breakdown of 17,694,214 shares includes direct and affiliated holdings (Giocoso Holdings LLC, Cadenza Holdings LLC, Vivace Holdings LLC) and trust holdings (Purple Harbor Trust, Purple Cove Trust, G Sonata Trust) where Gong has sole voting/dispositive power as trustee .
Anti‑hedging/pledging: AvePoint’s insider trading policy prohibits hedging and pledging of company stock by executive officers, supporting alignment and reducing collateralization risk .
Earn‑out shares: 392,088 Company Earn‑Out Shares privately issued to Gong in Dec 2024 after stock price hurdles were met .
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Stock Options | Jul 1, 2016 | 949,442 | — | $1.3357 | Jul 1, 2026 |
| Stock Options | Jan 10, 2019 | 521,487 | — | $1.5866 | Jan 10, 2029 |
| Stock Options | Aug 12, 2020 | 2,304,377 | — | $3.9049 | Aug 12, 2030 |
| Stock Options | Sep 1, 2021 | 609,284 | 140,604 | $9.64 | Sep 1, 2031 |
| Stock Options | Mar 21, 2022 | 95,050 | 43,200 | $5.88 | Mar 21, 2032 |
| Stock Options | Mar 13, 2023 | 87,920 | 113,039 | $4.22 | Mar 13, 2033 |
| Stock Options | Mar 5, 2024 | — | 234,960 | $7.46 | Mar 5, 2034 |
| Stock Awards | Grant Date | Not Vested (#) | Market Value (US$) |
|---|---|---|---|
| RSUs | Sep 1, 2021 | 58,350 | $963,359 |
| RSUs | Mar 21, 2022 | 59,789 | $987,116 |
| RSUs | Mar 13, 2023 | 66,645 | $1,100,309 |
| PRSUs | Mar 5, 2024 | 33,512 | $553,283 |
| PRSUs | Mar 5, 2024 | 100,536 | $1,659,849 |
Vesting notes: (6) RSUs vest 25% at year 1, remainder quarterly; (7) PRSUs vest half at 2 years, remainder quarterly over next 8 quarters, subject to performance . Market values reflect $16.51 share price at Dec 31, 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | At‑will; initial 3‑year term; auto‑renews for successive one‑year terms unless either party gives 60‑day non‑renewal notice |
| Severance — Without Cause / Good Reason (cash) | 24 months of base salary and annual bonus (average of prior two years), paid in installments; COBRA premiums for up to 24 months or taxable equivalent; time‑based equity accelerates to 18 months of additional vesting |
| Change in Control (equity) | Full acceleration of equity awards if in continuous service through closing, or terminated without cause/resigns for good reason during the 3‑month period immediately prior to closing; PRSU valuation basis described in proxy |
| Potential Payments Table (Dec 31, 2024) | Without Cause: $6,969,458.72; Good Reason: $6,969,458.72; Change in Control: $10,204,719.11; valued at $16.51/share |
| Benefits, pensions, deferred comp | Standard employee benefits; no pension/SERP; no nonqualified deferred compensation |
Board Governance
- Role and independence: Executive Chairman; not independent (“Board Independent: No”) .
- Board service history: Director since 2001; current term expires 2027 (Class III) .
- Committees: No committee memberships listed for Gong; audit, compensation, and nominating committees chaired by independent directors .
- Attendance: Each director attended at least 75% of meetings in 2024; all directors attended the 2024 annual meeting .
- Lead Independent Director: Jeff Teper .
Director Compensation
- Executive directors (Gong, Jiang, Brown) receive no additional director pay; non‑employee directors received cash retainers and RSUs in 2024 .
Performance & Track Record
- Stock price hurdles for SPAC earn‑out were all met in Dec 2024, resulting in earn‑out share issuance to executives and directors, including 392,088 shares to Gong .
- 2024 AIP metrics were exceeded on all three measures, producing a 115.9% payout and a $521,550 bonus for Gong .
- 2024 stock vesting: Gong vested 177,470 shares valued at $1,995,606.54 .
Compensation Committee Analysis
- Committee members: Jeff Epstein (Chair), Jeff Teper, Janet Schijns .
- Program philosophy: mix of base salary, annual cash incentives, and long‑term equity; pay‑for‑performance alignment; market and peer benchmarking inform decisions .
- Equity strategy: manage stock‑based compensation as % of revenue; 2024 awards positioned conservatively vs peers while maintaining retention .
Investment Implications
- Alignment: Gong’s substantial beneficial stake (10.79%) and anti‑hedging/pledging policy indicate strong economic alignment; earn‑out share issuance tied to stock price hurdles adds further exposure to equity performance .
- Incentive design: AIP metrics emphasize topline scale (revenue, ARR) and profitability (operating income), and PRSUs introduce performance‑contingent equity, anchoring payouts to measurable outcomes; 2025 shift to GAAP operating income tightens quality of earnings focus .
- Retention risk: Rich option overhang and staged RSU/PRSU vesting provide ongoing retention; severance terms (24 months cash and 18‑month equity acceleration for Gong) are protective but elevate change‑in‑control costs; equity fully accelerates on certain change‑in‑control conditions, which is a potential governance flag versus stricter double‑trigger structures .
- Governance: Dual role as Executive Chairman and non‑independent director increases reliance on the Lead Independent Director and committees for checks and balances; executive directors do not receive extra board fees, mitigating cash pay inflation .