Tao Liu
About Tao Liu
Independent director nominee at China Automotive Systems (CAAS). Career spans three decades across global automotive suppliers with operational leadership in steering and safety systems; education includes a bachelor’s in electrical engineering from Tsinghua University (1987) and an MBA from Purdue University (2001). Nominated for election at the June 25, 2025 annual meeting; the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joyson Safety Systems | CEO and Executive Board Director | 2021–2023 | Led global automotive safety supplier; executive leadership and operational oversight . |
| Nexteer Automotive | Global COO & SVP; President | 2016–2021 | Ran global steering systems operations; prior China COO and APAC President (2006–2016) . |
| Metaldyne China | China Operations Director | 2005–2006 | Plant operations oversight . |
| Eaton Hydraulics (APAC) | Regional Operational Excellence Director | 2004 | Lean/operational excellence leadership . |
| Delphi Automotive (APAC) | DMS Manager; Manufacturing Engineer, Maintenance Supervisor, Operations Manager | 1997–2004 | Manufacturing systems, plant operations in chassis/steering . |
| Shanghai Machine Tool Works | Electrical Engineer | 1987–1996 | Engineering foundation . |
External Roles
| Organization | Role | Status |
|---|---|---|
| — | — | No current public company directorships disclosed . |
Board Governance
- Independence: The Board determined Tao Liu is independent under Nasdaq rules (nominated for 2025 election) .
- Committees/chairs (current structure pre-election): Audit Committee—Chair: Guangxun Xu; members: Robert Wei Cheng Tung, Tong Kooi Teo. Nominating Committee—Chair: Robert Wei Cheng Tung; members: Guangxun Xu, Tong Kooi Teo. Compensation Committee—Chair: Tong Kooi Teo; members: Guangxun Xu, Robert Wei Cheng Tung . No committee assignment disclosed yet for Tao Liu .
- Attendance: In 2024, the Board met five times; each member attended at least 75% of meetings of the Board and applicable committees. This applies to then-serving directors; Tao Liu had not yet joined .
- Leadership structure: Separate Chair (Hanlin Chen) and CEO (Qizhou Wu); no Lead Independent Director given board size and presence of independent directors .
- Hedging policy: Section 16 persons are prohibited from hedging/derivative transactions (e.g., collars, swaps) under insider trading policy .
Fixed Compensation
| Component | Details |
|---|---|
| Cash retainer (independent directors) | $8,500–$14,850 per quarter; directors reimbursed for expenses . |
| Equity (director options) | No director option grants in 2022, 2023, or 2024 . |
| Historical equity (context) | On Feb 3, 2021, 7,500 options granted to each then-independent director; strike $6.26; immediate vest; 5-year term . |
| Plan status | 2004 Stock Option Plan exists; shareholders asked to extend to June 27, 2035 at 2025 AGM . |
Note: Tao Liu did not serve in 2024; no director-specific compensation for him is disclosed for 2024 .
Performance Compensation
| Metric | Threshold | Payout | 2024 Outcome |
|---|---|---|---|
| Executive annual bonus (YoY sales growth) | ≥5% | 25% of salary | Company accrued 50% of salary for each Named Executive Officer as ≥10% threshold was met . |
| Executive annual bonus (YoY sales growth) | ≥10% | 50% of salary | Achieved; 50% accrual in 2024 . |
Directors: No performance-based director pay or equity performance metrics disclosed; 2021 director options vested immediately (time-based) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None disclosed for Tao Liu . |
| Potential interlocks | Prior senior roles at Nexteer (steering systems competitor) and Joyson Safety Systems (supplier) indicate industry network; no CAAS-related transactions or roles disclosed . |
Expertise & Qualifications
- Deep operational leadership in steering systems and automotive safety (Nexteer, Joyson) with APAC and global responsibilities .
- Manufacturing systems, lean/operational excellence, and plant management expertise (Delphi, Eaton) .
- Education: BS Electrical Engineering (Tsinghua University, 1987); MBA (Purdue University, 2001) .
Equity Ownership
- No beneficial ownership for Tao Liu disclosed in the 2025 proxy (ownership table lists current insiders; Tao Liu is a nominee) .
Insider Trades
| Person | Transaction(s) | Notes |
|---|---|---|
| Tao Liu | None disclosed | Section 16 compliance discussion in 2025 proxy lists late filings for Hanlin Chen and Jie Li only; no Tao Liu filings . |
Governance Assessment
- Strengths: Independent status; highly relevant industry and operational expertise that can enhance oversight of strategy, manufacturing, and supplier/customer dynamics . Audit/Nominating/Compensation committee structures exist with independent chairs and members; attendance standards met by the 2024 Board .
- Watch items/RED FLAGS:
- Controlling shareholder: Chairman Hanlin Chen beneficially owns 57.25% of common stock; insiders as a group own 64.76%—heightened risk of related-party influence; robust independent director oversight is critical .
- Extensive related-party transactions with entities affiliated with major stockholders across sales, purchases, PP&E, and services; Audit Committee reviews for arm’s-length terms, but volume is material (e.g., 2024 related-party merchandise sold $48.86M; materials purchased $30.09M) .
- No Lead Independent Director and reduced U.S.-style shareholder protections likely if redomicile to Cayman proceeds; as a foreign private issuer, CAAS Cayman may provide less frequent and less detailed disclosures (e.g., no 8-Ks, Form 20-F timelines, exemptions on proxy rules) .
- HFCAA/PCAOB access remains a recurring risk factor; potential impacts on listing/trading if inspections change .
- Implications: Tao Liu’s independence and domain expertise can bolster committee rigor, particularly around supplier/customer pricing, quality/recall risks, and operational KPIs. Given ownership concentration and related-party volume, proactive Audit Committee engagement, clear recusal protocols on any competitive/supplier matters linked to prior employers, and formal documentation of arm’s-length testing are advisable .
Overall: Tao Liu appears qualified and independent, with operational expertise well-aligned to CAAS’s core business. The governance environment (controlling shareholder, related-party transactions, potential FPI status) elevates the importance of independent director diligence and transparent committee oversight .