Baowen Dong
About Baowen Dong
Baowen Dong, age 84, has served as an independent director of China Pharma Holdings, Inc. (CPHI) since February 2008. He has a strong academic background with roles in science and research at Sichuan University (department head and professor, 1974–2001), subsequent expert team service at Sichuan University (2003–2008), and earlier work in communication technology (1966–1974); he graduated from Xidian University in 1966 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sichuan University | Department head and professor (Engineering/Medical Science) | 1974–2001 | Led teaching and research; academic management |
| Sichuan University (Expert Team) | Teaching evaluation and assessment (Engineering/Medical Science) | 2003–2008 | Academic quality assurance |
| Various enterprises (Communication technology) | Engineering/technical roles | 1966–1974 | Technical execution; industry experience |
| Independent Research | China’s Healthcare Reform | “Past few years” (pre-2025) | Policy/healthcare system research focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy bio lists no current public company board roles for Dong |
Board Governance
- Independence: The Board determined Baowen Dong meets NYSE American and SEC independence criteria; he is one of three independent directors (with Gene Michael Bennett and Yingwen Zhang) .
- Committee memberships: Member, Audit Committee; Member, Nominating and Compensation Committee .
- Committee chairs: Audit Committee chaired by Gene Michael Bennett (also designated “audit committee financial expert”); Nominating and Compensation Committee chaired by Yingwen Zhang .
- Board meetings and engagement: FY2024 Board held 4 meetings and 5 unanimous written consents; Audit Committee held 5 meetings (1 executive session) and acted by unanimous consent once; Nominating and Compensation Committee met once (executive session) and acted by unanimous consent twice .
- Executive sessions: Independent directors met regularly and at least annually in executive session without management .
- Leadership structure: CEO also serves as Chair; Board asserts combined role facilitates strategy and information flow .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual director fee (cash) | $5,565 |
| Stock awards | $0 |
| Option awards | $0 |
| Non-equity incentive compensation | $0 |
| Other compensation | $0 |
| Total | $5,565 |
- Engagement terms: Renewed Dec 23, 2024 for one year; annual compensation RMB40,000 (~$5,565) payable quarterly; Dong (and Zhang) receive these terms; Bennett receives $16,000 and an annual warrant to purchase 5,000 shares at $0.19 (no warrants issued yet) .
Performance Compensation
| Performance Pay Element | Details |
|---|---|
| Equity grants (RSUs/PSUs) | None awarded to Dong in FY2024 |
| Options | None awarded to Dong in FY2024 |
| Cash incentive/bonus | None for directors; no non‑equity incentive plan compensation for Dong in FY2024 |
- Long-Term Incentive Plan context: The Amended and Restated 2010 LTIP allows stock options, restricted shares, SARs, and performance units with performance goals (e.g., TSR, ROE, net earnings growth, sales/revenue growth, cash flow, peer comparisons), but the FY2024 Director Compensation table shows no such awards for Dong .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None disclosed for Dong |
| Prior public company boards | Not disclosed for Dong |
| Committee interlocks (FY2024) | Nominating & Compensation Committee members (Bennett, Dong, Zhang) were not officers/employees; no >$120,000 related transactions; no cross‑committee interlocks with other entities; no reciprocal director/officer overlaps disclosed . |
Expertise & Qualifications
- Academic/technical depth in engineering, biomedical and medical information; teaching and research leadership at Sichuan University .
- Research focus on China’s Health Care Reform, supporting policy and healthcare system insights .
- Early-career experience in communication technology provides broader technical perspective .
- Education: Xidian University graduate (1966) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Baowen Dong | 0 | 0.00% | As of Nov 3, 2025; table lists “-” for shares and percent; 5,022,002 shares outstanding |
- Outstanding awards: Company reports 48,200 restricted shares outstanding and no options outstanding as of the proxy date, not attributed to Dong in the Director Compensation table .
- Pledging/hedging: No pledging/hedging or ownership guidelines disclosures specific to directors are provided in the proxy .
Governance Assessment
- Independence and committee service: Dong is independent and serves on both Audit and Nominating & Compensation Committees, supporting board oversight across financial controls and governance/compensation processes .
- Attendance transparency: The proxy discloses board and committee meeting counts but does not provide individual director attendance rates; independent directors held executive sessions, indicating some independent oversight .
- Alignment concerns (RED FLAG): Dong received only a modest cash retainer (RMB40,000/~$5,565) and held no reported CPHI shares as of the record date; absence of equity ownership may signal limited “skin-in-the-game” alignment versus best-practice director equity holding guidelines common among U.S.-listed issuers .
- Compensation structure: Director pay is entirely fixed cash for Dong, with no equity grants or performance-linked compensation; Bennett’s warrant program does not apply to Dong, indicating non-uniform director equity participation .
- Conflicts/related-party exposure: The proxy discloses related-party loans involving the CEO/Chair (Ms. Li) but no transactions involving Dong; Nominating & Compensation Committee disclosures explicitly state no material related transactions for committee members in FY2024 .
- Board leadership risk: Combined CEO/Chair structure persists; while the Board asserts benefits, many investors view combined roles as a governance risk without strong counterbalancing independent leadership; CPHI highlights independent executive sessions but does not disclose a Lead Independent Director role .
- Equity plan expansion context: Proposal to increase LTIP share reserve to 569,600 shares underscores potential for greater stock-based compensation going forward; however, no indication Dong will receive equity under the plan .
Overall signal: Dong contributes long-tenured, independent oversight with deep academic and healthcare-system expertise. However, lack of equity ownership and uniformity in director equity participation, coupled with combined CEO/Chair leadership, may dampen alignment and investor confidence absent stronger independent leadership mechanisms or disclosed individual attendance metrics .