Peter Z. Wang

About Peter Z. Wang

Peter Z. Wang is Chief Executive Officer and Chairman of the Board of CENN, serving in these roles since December 2021 following Cenntro’s redomiciliation and prior parent leadership roles at Cenntro Automotive Group since 2013 . He is 71 years old and holds B.S. degrees in Computer Science and Math, an M.S. in Electrical Engineering (University of Illinois at Chicago), and an MBA from Nova Southeastern University . Wang is an entrepreneur with prior founding/co-founding roles at UTStarcom (IPO in 2000), World Communication Group, and Sinomachinery Group, and has received industry recognition including Fast Company’s “China’s 100 Most Innovative Businessmen” (2017) and Goldman Sachs “Most Intriguing Entrepreneurs” (2019) . As CEO/Chair, he is not independent; the Board majority is independent through three nominees (Ge, Lin, Qin) per Nasdaq rules .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Equity awards and vesting are the primary incentive; no cash bonus program for 2024, and no new option grants to named executives in 2024 .

• 2023 Equity Incentive Plan allows performance-based awards, change-of-control acceleration at the committee’s discretion, and general flexibility across ISOs/NSOs/RSUs/PSUs; the Board/committee may cancel/modify awards and permit cash settlement subject to plan rules .
• Clawback/Recoupment: The plan and Board policy provide for recovery of erroneously awarded incentive compensation upon restatements, in compliance with Dodd-Frank Rule 10D-1 and Nasdaq Listing Rule 5608, with a three-year look-back irrespective of misconduct .

Equity Ownership & Alignment

• Control and Alignment: Wang has sole voting and dispositive power over shares held by CEL; he also controls Trendway’s shares . Insider trading policy prohibits hedging (derivatives) and short sales; no pledging disclosure is provided in the proxy .

Employment Terms

• Agreement: Employment agreement dated August 20, 2017 (for CAG; later assumed by the group) auto-renews in successive one-year terms unless terminated .
• Salary: Annual base salary currently $350,000 .
• Severance: Not entitled to cash severance under his employment agreement .
• Restrictive covenants: Customary non-compete, non-solicit, and confidentiality provisions .
• Equity Plan/Change-of-Control: The 2023 Plan permits acceleration in change-of-control scenarios as determined by the compensation committee; awards may be continued, assumed, accelerated, or cash-settled depending on transaction terms .

Board Governance

• Role: CEO and Chairman; not independent .
• Board Composition: Three independent directors (Ge, Lin, Qin) satisfy Nasdaq independence requirements .
• Committees:
  • Audit Committee: Ge (Chair), Qin; both independent, Ge qualifies as “financial expert” .
  • Compensation Committee: Qin (Chair), Ge; both independent .
  • Nominating & Corporate Governance Committee: Ge, Qin; both independent .
• Meetings/Attendance: Board met nine times in FY 2024; the Audit, Compensation, and Nominating committees each met seven times; each director attended all meetings of the Board and committees on which they served .
• Hedging/Pledging: Policy bans hedging via derivatives and short sales; no permitted hedging categories and no pledging disclosure is provided .
• Say-on-Pay: The company is an emerging growth company and is exempt from holding a nonbinding advisory vote on executive compensation .

Other Director Governance Indicators

• Legal proceedings: No material legal proceedings or events affecting ability/integrity reported for directors/executives in the past ten years .
• Section 16 compliance: Proxy indicates no delinquent filers during 2024; the 2024 Form 10-K notes one or more Form 3/4 filings may not have been timely, with remediation in process—reflecting a discrepancy between the filings .

Related Party Transactions and Controls

• Related parties: CEL is a principal stockholder controlled by Wang (see beneficial ownership), and the Audit Committee oversees related party transactions per its charter .
• Internal controls: The company disclosed a continuing material weakness in internal control over financial reporting as of the 2024 Form 10-K; remediation steps are underway (staffing, U.S. GAAP/SEC reporting processes) .

Compensation Structure Analysis

• Cash vs. Equity Mix: Compensation is modest in cash and materially equity-linked via options; no cash bonus paid in 2024 and no new option grants to NEOs in 2024 .
• Options: 2022 option grant with relatively high exercise prices ($16.800–$18.480) supports long-term alignment but could be underwater depending on market conditions; vesting continued in 2023 and 2024 .
• Governance Protections: Clawback/recoupment policy compliant with Dodd-Frank and Nasdaq standards; compensation committee independence and authority to administer the equity plan .

Director Compensation (Board Service)

• Director retainer/fees: Not itemized for 2024–2025 in the proxy’s executive and director compensation section; committee compositions and independence are disclosed . A 2023 director offer letter for a separate director (Markscheid) reflected typical cash retainers and committee fees but is not specific to Wang .

Expertise & Qualifications

• Technical and managerial: Deep experience in EV commercialization, supply chain/manufacturing, and technology ventures; extensive leadership and capital markets exposure .
• Education: B.S. Computer Science/Math; M.S. Electrical Engineering; MBA .
• Recognition: Multiple awards reflecting industry impact and entrepreneurial leadership .

Performance & Track Record Context

• Business development highlights: Introduced multiple ECV models (LS300, LS450; Avantier Ex/Commuter) and built distributed manufacturing/assembly footprint in the U.S. and China during Wang’s tenure .
• Revenue scale: Revenues were approximately $31.3 million for FY 2024, reflecting growth from U.S. operations and distributed assembly strategy .

Risk Indicators & Red Flags

• Combined CEO/Chair structure: Concentration of power raises oversight considerations; mitigated by independent committees and majority-independent board .
• Significant insider control: ~15.5% beneficial ownership and ~16% voting power signals strong influence over corporate actions .
• Internal control weakness: Reported material weakness increases financial reporting risk and enhances relevance of clawback provisions .
• Section 16 timeliness discrepancy: 10-K notes potential late filings vs. proxy clean assertion—monitor remediation .

Investment Implications

• Alignment: High insider ownership and equity-based incentives promote long-term orientation; clawback policy and independent committees support governance discipline .
• Retention Risk: No cash severance and modest fixed pay could reduce retention risk of “pay for failure,” but also raise potential market-rate competitiveness issues in executive labor markets .
• Overhang/Pressure: Options from 2022 with higher strike prices may be less dilutive near-term and reduce selling pressure; monitor any future grants or plan modifications for repricing red flags .
• Governance Watchpoints: Combined CEO/Chair role and control over a principal shareholder (CEL) merit continued focus on board independence, lead independent director practices, and committee oversight quality .
• Operational Execution: The distributed manufacturing strategy and new model launches underpin growth but depend on resolving internal control weaknesses and supply chain/shipping volatility; this interplays with incentive outcomes and recoupment policy .