Haimian Cai
About Haimian Cai
Vice President at China Automotive Systems (CAAS). Employment agreement effective July 8, 2010, with an indefinite term under local rules and regulations; current compensation structured as fixed salary with no disclosed performance equity or option grants in 2023–2024 . Company-level performance context: FY2024 net product sales grew 12.9% year-over-year to $650.9M, while net income declined 11.3% to $37.9M; cumulative TSR for a $100 initial investment declined to $71 in 2024 from $121 in 2023 . Age, education, and detailed biography for Mr. Cai are not disclosed in CAAS filings.
Company Performance Indicators
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Product Sales ($USD Millions) | $576.4 | $650.9 |
| Net Income ($USD Thousands) | $42,738 | $37,899 |
| Cumulative TSR – Value of $100 Investment | $121 | $71 |
| EPS Products as % of Sales | 33.8% | 38.9% |
Past Roles
Not disclosed in the 2025 DEF 14A and 2024 10-K for Mr. Cai .
External Roles
Not disclosed in the 2025 DEF 14A and 2024 10-K for Mr. Cai .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($USD Thousands) | $387 | $390 |
| Cash Bonus ($USD Thousands) | $0 | $0 |
| Option Awards ($USD Thousands) | $0 | $0 |
| Total Reported Compensation ($USD Thousands) | $387 | $390 |
Notes:
- Board-approved pay bands listed RMB 0.9 million for “each other officer” in 2024, but Mr. Cai’s actual salary for FY2024 was approximately $390,000 as disclosed in the Summary Compensation Table .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company YoY Sales Growth (2024) | Not applicable to Mr. Cai (not a grantee) | 10% (50% bonus) or 5% (25% bonus) | 12.9% sales growth in FY2024 | Not applicable; Mr. Cai received $0 bonus | Not applicable |
Notes:
- Performance bonus grantees for 2024 were Chairman (Hanlin Chen), CEO (Qizhou Wu), Sr. VP (Andy Tse), VP (Henry Chen), and CFO (Jie Li). Mr. Cai was not a grantee and received no bonus despite the company meeting the 10% growth condition .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 50,000 shares (0.17% of outstanding) |
| Shares Outstanding | 30,170,702 as of May 6, 2025 (record date for proxy; excluding 2,167,600 treasury shares) |
| Vested vs Unvested | Not disclosed |
| Options (Exercisable/Unexercisable) | No awards to management in 2024; no option exercises in 2024 |
| Shares Pledged as Collateral | Not disclosed |
| Ownership Guidelines | Not disclosed |
| Hedging Policy | Section 16 insiders prohibited from hedging/derivative transactions (e.g., collars, forwards, swaps) |
Company-wide equity plan context:
- Stock Option Plan authorized 2,200,000 shares; remaining available for future issuance: 1,541,150; weighted average exercise price shown as $6.26 (table presentation in 10-K) . No stock options were granted to management in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Role | Vice President |
| Employment Start | July 8, 2010 |
| Agreement Type & Term | Indefinite term under local rules/regulations |
| Renewal | Standard employment agreements typically five years and renewable; Mr. Cai’s is indefinite per local rules |
| Termination by Company | 30 days’ notice for suitability issues (medical or other reasons) |
| Termination by Employee | One month’s notice without cause |
| Severance / Change-of-Control | Not disclosed |
| Clawback | Not disclosed; Company indicated no restatements requiring recovery analysis under SEC rules in FY2024 |
Compensation Committee Analysis
- Compensation Committee: Tong Kooi Teo (chair), Guangxun Xu, Robert Wei Cheng Tung — all independent under Nasdaq rules .
- Committee responsibilities: administer benefit plans, review/administer executive compensation arrangements, and set general compensation policies .
- Interlocks/Insider Participation: None reported for FY2024 .
Say-on-Pay & Shareholder Feedback
- Advisory Say-on-Pay included for 2025 Annual Meeting; Board recommended approval .
- Say-on-Frequency: Board recommended every two years (consistent with the 2023 advisory vote outcome) .
- Proposal to extend the 2004 Stock Option Plan term by 10 years (to June 27, 2035) recommended for approval .
Related Party Transactions and Governance Considerations
- Controlling shareholder: Chairman Hanlin Chen beneficially owns 57.25%, effectively controlling votes on significant matters .
- Extensive related party transactions across sales, materials, services, and equipment with affiliates tied to major shareholders; governance via Audit Committee review for arm’s length terms .
- Limited public float: Management and directors own ~64.76% as of December 31, 2024; float ~35.24%, contributing to potential volatility .
Investment Implications
- Alignment: Mr. Cai’s pay is predominantly fixed cash with no 2024 bonus or equity grants; beneficial ownership is modest at 0.17%, suggesting limited equity-based incentive alignment relative to firm performance . Hedging prohibitions reduce misalignment risks, but pledging details are not disclosed .
- Retention risk: Employment agreement is indefinite under local rules with standard PRC termination notices; absence of disclosed severance/change-of-control terms suggests limited contractual retention hooks; salary level implies seniority but incentives are not at-risk .
- Selling pressure: Low given small personal stake and no option grants or vesting events in 2024; Section 16 hedging prohibitions apply .
- Pay-for-performance: 2024 company performance bonus plan excluded Mr. Cai; although CAAS met the 10% sales growth target (12.9%), Mr. Cai received no bonus — indicating his compensation is not tied to disclosed performance metrics, reducing pay-for-performance alignment .
- Governance context: Concentrated control by the Chairman and extensive related party transactions warrant monitoring; Audit Committee oversight is in place and committee members are independent .