Andy Tse
About Andy Tse
Senior Vice President at China Automotive Systems (CAAS); brother‑in‑law of Chairman Hanlin Chen, indicating a family affiliation at the top ranks . Compensation for “each other officer” (which includes senior vice presidents) was approved at RMB 0.9 million (approximately $0.12 million) for 2023 and RMB 0.9 million (approximately $0.13 million) for 2022, with eligibility for performance bonuses tied to company sales growth; no new executive equity option grants in 2022–2023 . Andy Tse owned 531,682 CAAS shares (1.76%) as of July 30, 2024, up from 400,204 shares (1.33%) as of March 30, 2023; a Form 4 note indicates he acquired 131,478 shares from a Chen‑controlled entity in Dec 2023, explaining the increase . Age, education, and specific tenure were not disclosed in the 2023–2024 proxy statements reviewed .
Past Roles
Not disclosed in the 2023–2024 CAAS proxy statements .
External Roles
Not disclosed in the 2023–2024 CAAS proxy statements .
Fixed Compensation
| Item | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary (USD, approx.) | ~$0.13 million for each other officer | ~$0.12 million for each other officer |
| Perquisites/Other Benefits | None specifically disclosed for Named Executive Officers beyond salary/bonus; no new option awards | None specifically disclosed for Named Executive Officers beyond salary/bonus; no new option awards |
Notes: “Each other officer” salary level applies to executives other than Chairman and CEO; CAAS does not maintain a pension plan for its NEOs per PvP disclosure (Andy is not an NEO, but this indicates absence of company-wide executive pensions) .
Performance Compensation
| Element | FY 2022 | FY 2023 |
|---|---|---|
| Grantees | Includes Hanlin Chen (Chairman), Qizhou Wu (CEO), Andy Tse (Sr. VP), Jie Li (CFO), Yijun Xia | Includes Hanlin Chen (Chairman), Qizhou Wu (CEO), Andy Tse (Sr. VP), Henry Chen (VP), Jie Li (CFO) |
| Metric | Consolidated YoY sales growth threshold | Consolidated YoY sales growth threshold |
| Targets | 5% YoY growth → 25% of annual salary; 10% YoY growth → 50% of annual salary | 5% YoY growth → 25% of annual salary; 10% YoY growth → 50% of annual salary |
| Actual Result | Company reached 5% threshold (condition (i)) | Company reached 5% threshold (condition (i)) |
| Payout | 25% of annual salary accrued for each eligible exec | 25% of annual salary accrued for each eligible exec |
| Equity Awards | No stock options granted to management in 2022 | No stock options granted to management in 2023 |
Structure observations: Bonus is tied to topline growth, not profitability or TSR; awards are cash, not equity, reducing long‑dated vesting overhang .
Equity Ownership & Alignment
| Ownership Metric | Mar 30, 2023 | Jul 30, 2024 | Change |
|---|---|---|---|
| Shares Beneficially Owned | 400,204 (1.33% of 30,185,702) | 531,682 (1.76% of 30,185,702) | +131,478; Form 4 notes acquisition of 131,478 shares from Wiselink on Dec 22, 2023 |
| Shares Pledged as Collateral | Not disclosed in proxy | Not disclosed in proxy | — |
| Options/RSUs Outstanding | No executive option grants in 2022–2023 disclosed | No executive option grants in 2023 disclosed | — |
Additional alignment context:
- Management and directors as a group owned ~64.73% as of July 30, 2024; public float ~35.24% as of March 31, 2025, implying limited trading liquidity and potential volatility .
- Transfer from Wiselink (controlled by Chairman) to senior insiders (incl. Andy Tse) indicates internal reallocation rather than open‑market buying; track subsequent 13D/Section 16 where applicable .
Employment Terms
- Standard executive employment agreements governed by PRC law; fixed five‑year term with renewals upon notice/consent; company may terminate with 30 days’ notice due to medical/other reasons; employee may resign with one month’s notice; compensation (base salary) adjustable annually .
- No specific severance multiples, change‑of‑control acceleration, non‑compete/non‑solicit, garden leave, or post‑termination consulting terms disclosed for executive officers beyond the standard contracts above .
- Clawback policy and tax gross‑ups were not discussed in the executive compensation sections reviewed .
Investment Implications
- Alignment and retention: Andy’s stake (1.76%) is meaningful for a senior VP and increased by 131,478 shares in Dec 2023 via transfer from a Chen‑controlled entity, aligning him with controlling insiders; limited equity grant usage and cash‑based bonuses suggest low forced‑selling risk from vesting events but reinforce dependence on majority control dynamics .
- Pay‑for‑performance: Bonus tied solely to YoY sales thresholds (5%/10%); CAAS met the 5% threshold in 2022 and 2023, triggering 25% of salary; absence of profitability/TSR metrics may weaken incentive quality and risk‑adjusted value creation .
- Governance/related‑party risk: Family tie to the Chairman (brother‑in‑law) and extensive related‑party ecosystem elevate governance risk; majority insider ownership and low float can amplify volatility and impede liquidity .
- Disclosure/trading signal: If the 2025 redomicile completes and CAAS qualifies as a foreign private issuer, it will be exempt from U.S. proxy rules and Section 16 reporting, reducing visibility into future insider transactions and executive pay details—investors will have less timely insight into insider behavior .