Xiaotian Xiao
About Xiaotian Xiao
Independent director of Clean Energy Technologies, Inc. (CETY); age 40; currently serves on the Audit Committee. Background includes equity investing in new energy and robotics/automobile sectors and prior operating roles in China; MBA from USC Marshall (2015). Independence affirmed under Nasdaq rules; attendance disclosed as at least 75% of Board telephonic conferences in 2023–2024; executive sessions of independent directors occur at least annually.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hybrid Kinetic Motors (1188.HK) | Special Assistant to the Chairman | May 2015–Aug 2020 | Senior advisor to chairman in automotive/new energy initiatives (as disclosed) |
| Yegiaro Group (subsidiary of Hybrid Kinetic Motors) | Chief Operating Officer | May 2015–Aug 2020 | Operational leadership in subsidiary; relevant industry exposure |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Goldendeavor Capital | Equity Investment Partner | Current (not dated) | Investments in new energy and robotic/automobile industries |
Board Governance
- Committee assignments and roles:
- Audit Committee: Member (Xiao)
- Compensation Committee: Chair (Hsu), Member (Morrison)
- Nominating & Corporate Governance Committee: Chair (Morrison), Member (Hsu)
- Independence: Board determined Xiao is independent under Nasdaq standards (Section 803(A)) .
- Attendance/engagement: Board held no formal in-person meetings; decisions via unanimous written consent; all directors attended at least 75% of Board telephonic conferences for 2023 and 2024. Independent directors meet in executive session at least annually.
- Board leadership: No lead director or Chairman; reliance on committee structure.
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Equity Grants (Fair Value) | Total |
|---|---|---|---|---|---|---|
| 2023 | $0 | $0 | $0 | $0 | $0 | $0 |
| 2024 | $0 | $0 | $0 | $0 | $0 | $0 |
The company disclosed directors were not compensated for service as directors in 2023–2024; only expense reimbursement was available.
Performance Compensation
| Component | Metrics Tied | Grant Date | Amount/Shares | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| None disclosed | N/A | N/A | N/A | N/A | No RSUs/PSUs/options or performance-based pay disclosed for directors in 2023–2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | N/A | N/A | No other public company boards disclosed for Xiao |
Expertise & Qualifications
- Industry expertise: New energy, robotics/automobile investment and operations; fits Audit Committee oversight of sector risks.
- Education: MBA, USC Marshall School of Business (2015).
- Financial literacy: Audit Committee membership indicates Board’s determination of financial literacy; Audit Committee’s designated “financial expert” is Ted Hsu (not Xiao).
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | Not reported | Proxy’s principal stockholders table lists CEO and CFO; Xiao not listed; no individual ownership disclosed. |
| Section 16 compliance | Form 3 not yet filed | Company states Xiao has not yet filed a Form 3. |
| Pledged shares | Not disclosed | No pledging disclosures for Xiao. |
| Ownership guidelines | Not disclosed | No director stock ownership guidelines disclosed. |
Insider Trades & Section 16
| Filing | Date | Transaction | Amount/Shares | Notes |
|---|---|---|---|---|
| Form 3 | Not yet filed | N/A | N/A | Company disclosure notes Xiao’s Form 3 has not yet been filed. |
Governance Assessment
-
Strengths
- Independence and committee participation: Xiao is an independent director and a member of the Audit Committee; Board has designated committee structures covering risk, compensation, and nominations.
- Relevant sector background: Prior roles and current investing focus in new energy and automotive/robotics provide domain expertise aligned with CETY’s business.
-
Concerns / RED FLAGS
- Section 16 compliance: Form 3 for Xiao not yet filed; indicates lag in director ownership reporting compliance; investors should monitor subsequent Section 16 filings.
- No anti-hedging policy: Company discloses it does not currently have a policy against hedging—misaligned with best-practice governance standards.
- Board leadership structure: No lead independent director or chairman; reliance on committee system may limit centralized independent oversight.
- Director compensation transparency: Zero cash/equity compensation in 2023–2024—reduces direct financial alignment, though expense reimbursement exists.
- Ownership concentration: CFO beneficially owns approximately 50.64% of shares via MGW Investment I Limited—control concentration may limit board influence of independent directors.
-
Contextual performance signal
- Company TSR context (not director-specific): $100 initial investment value was $37.50 (2023) and $40.91 (2024), alongside net losses of $(5.66)M and $(4.42)M respectively; underscores need for rigorous oversight.
No related-party transactions involving Xiao were disclosed; company-related party dealings in subsidiaries and financing were described but did not identify Xiao as a participant.
Committee Assignments Summary
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation | None |
| Nominating & Corporate Governance | None |