Benjamin B. Ge
CenntroAbout Benjamin B. Ge
Benjamin B. Ge (age 57) has served as an independent director of Cenntro Inc. since May 31, 2022. He is a finance executive with deep private equity and corporate finance experience, currently CFO of New Century Science & Technology Limited (since February 2019). He previously held senior roles at CITIC Capital (Managing Director), Sequoia Capital Operations LLC (Regional Head, China), J.P. Morgan Global Special Opportunities Group (Vice President), and UniCredit China Capital Ltd. (Vice President). He holds a Bachelor of Economics (Southern China Normal University) and multiple finance diplomas culminating in a Master of Finance (Royal Melbourne Institute of Technology); he is a member of the Securities Institute of Australia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CITIC Capital Holdings Limited | Managing Director | 2016–2019 | Alternative investments; corporate finance expertise |
| Sequoia Capital Operations LLC (China) | Regional Head (China) | 2010–2016 | Growth/fintech investing; operating oversight |
| J.P. Morgan Global Special Opportunities Group | Vice President | 2007–2009 | Special situations investing; risk and structuring |
| UniCredit China Capital Ltd. | Vice President | 2005–2007 | Corporate finance; capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Century Science & Technology Limited | Chief Financial Officer | Feb 2019–present | Corporate finance leadership |
Board Governance
| Dimension | Status |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Audit Committee | Chair; designated Audit Committee Financial Expert |
| Compensation Committee | Member; Chair is Guangguang “Steve” Qin |
| Nominating & Corporate Governance Committee | Member |
| Board/Committee Attendance (FY2024) | Board met 9x; each committee met 7x; each director attended 100% of Board and committee meetings |
| Years of Service on CENN Board | Elected May 31, 2022 (≈3 years of service) |
| Audit Committee report signatory | Signed 2024 Audit Committee Report as Chair |
| Family relationships / legal proceedings | No family relationships; no material legal proceedings disclosed |
Fixed Compensation (Director)
| Component | FY2024 Amount |
|---|---|
| Annual cash retainer | Not disclosed in proxy |
| Committee member fees | Not disclosed in proxy |
| Committee chair fees | Not disclosed in proxy |
| Meeting fees | Not disclosed in proxy |
The proxy describes committee responsibilities and independence but does not provide a non-employee director compensation table or specific retainers/fees for directors .
Performance Compensation (Director)
| Equity Vehicle | Grant/Status | Key Terms |
|---|---|---|
| Stock options | Right to acquire 10,000 shares within 60 days (as of June 25, 2025) | Issued under 2023 Plan; specific grant date/strike/vesting not disclosed in proxy |
- Plan features: The 2023 Equity Incentive Plan permits ISOs/NSOs/RSAs/RSUs/SARs/performance awards; allows award modification, cancellation and re-grant; and may accelerate vesting upon change of control at the committee’s discretion. Includes a Dodd-Frank-aligned recoupment policy for incentive comp in the event of restatement due to executive officer misconduct .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ge |
| Prior public company boards | Not disclosed |
| Compensation Committee interlocks | None; no insider participation disclosed |
Expertise & Qualifications
- Audit/finance leadership; designated Audit Committee Financial Expert
- Private equity and growth investing, China market leadership (Sequoia Capital, CITIC)
- Corporate finance and special situations (J.P. Morgan GSO, UniCredit)
- Advanced finance education (Master of Finance, RMIT) and professional affiliation (SIA) .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Benjamin B. Ge | 29,780 | 10,000 | 39,780 | <1% (based on 47,912,831 shares outstanding) |
- Vested vs unvested: Proxy discloses 10,000 options exercisable within 60 days (implies currently exercisable); no disclosure on unvested director equity .
- Pledging/hedging: Company policy prohibits directors/officers from short sales and derivatives; no specific pledge disclosures for Ge .
- Section 16 compliance: No delinquent filers reported for FY2024 .
Voting Support (Engagement Signal)
| Director Nominee (Aug 15, 2025 AGM) | For | Withhold |
|---|---|---|
| Benjamin B. Ge | 22,817,046 | 953,882 |
All proposals passed; quorum 29,108,119 votes present .
Related Party / Conflicts Check
- Procedures: Audit Committee reviews/approves related party transactions; annual D&O questionnaires used .
- Disclosures: Proxy states no related party transactions involving directors/officers except as set forth in the 2024 Form 10-K .
- 10-K related party list shows transactions with certain affiliates (e.g., Antric GmbH, Hangzhou Hezhe, Zhejiang RAP, a Dominican subsidiary shareholder) but none identified as involving Ge personally .
- Independence reaffirmed for Audit/Comp/Nominating committees per Nasdaq/SEC requirements .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, Cenntro is exempt from say‑on‑pay and CEO pay ratio requirements; no say‑on‑pay results disclosed .
Governance Assessment
-
Strengths
- Independent director; Audit Chair and designated financial expert—enhances financial oversight .
- 100% attendance at Board and committee meetings (FY2024), indicating strong engagement .
- Clear related-party oversight and insider trading policy; no Ge-specific related-party issues disclosed .
- Solid shareholder support on re-election (96%+ For vs Withhold), a positive confidence signal .
-
Watch items / potential red flags
- No disclosure of director cash/equity retainer levels or mix; limits pay-for-performance and alignment analysis at the director level .
- The 2023 equity plan permits award repricing/cancellation and re-grant without shareholder approval (with participant consent), which some investors view as shareholder‑unfriendly if used broadly; monitor application to non-employee directors .
- Small direct ownership (<1%) typical for microcaps but provides limited “skin-in-the-game” relative to larger-cap governance expectations .
-
Overall view
- Ge’s profile (finance expert, prior PE/special situations experience) and role as Audit Chair support board effectiveness and risk oversight. High attendance and strong vote outcomes bolster investor confidence. Transparency on director pay structure and continued restraint in use of plan repricing authorities would further strengthen alignment.
Sources: 2025 DEF 14A (committees, independence, attendance, ownership, policies) ; 2025 10-K (committee composition history; related parties) ; 2024 DEF 14A (background; committee history; board activity) ; 8‑K (Aug 15, 2025 vote results) .