Gene Michael Bennett
About Gene Michael Bennett
Independent director since February 2008; age 77. Former CFO and board member in multiple organizations with deep accounting, audit, and SEC-reporting experience; MBA in Finance and BA in Accounting from Michigan State University; inactive CPA (Colorado). Serves as Audit Committee Chair and is designated the board’s “audit committee financial expert.” Tenure on CPHI board: 17+ years; independence affirmed under NYSE American and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Pharma Holdings, Inc. (CPHI) | Independent Director; Audit Committee Chair; Nominating & Compensation Committee member | Feb 2008–present | Audit oversight; “audit committee financial expert”; governance and compensation work |
| American General Business Association (Beijing) | Chief Executive Officer | 2009–2013 | Led operations; cross-border commercial initiatives |
| Nexis Investment Consulting (Beijing) | Partner | 2004–2009 | Cross-border advisory; finance |
| ProCFO Company (California) | Partner (contract CFO services) | 2000–2004 | Financial leadership across clients |
| University of Hawaii; Chaminade University of Honolulu; Chapman University; California State University, Fullerton | Professor (law/accounting/tax/audit) | 1998–2000 (University of Hawaii); prior teaching roles | Academic expertise in law, accounting, tax, audit |
| Argonaut Computers (Southern California) | CFO and Director | Prior role (dates not specified) | Corporate finance and board governance |
| National Automobile Club | CFO and Board Member | Prior role (dates not specified) | Financial oversight and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maddie BioGenetics, LLC (California) | Chief Financial Officer | Present | Private company CFO |
| Prescient Crossborder Business Consulting, Ltd. (Shenzhen) | Chairman and Partner | Present | Cross-border advisory leadership |
| Kang Jia Fu, Royal Traditional Health Investment Management Co. Ltd (Wuxi) | Part-time CFO | 2013–2015 | Health investment management |
| Swiss Capital Asia (Hong Kong) | Advisor | 2013–2015 | Capital markets advisory |
Board Governance
- Independence and leadership: Independent under NYSE American and SEC rules; Audit Committee Chair; designated “audit committee financial expert.”
- Committee assignments: Audit Committee (Chair), Nominating & Compensation Committee (member; chair is Yingwen Zhang).
- Meeting cadence (FY 2024): Board met 4 times (plus 5 unanimous consents); Audit Committee met 5 times (1 in executive session; 1 unanimous consent); Nominating & Compensation Committee met once (executive session; 2 unanimous consents). Individual director attendance rates not disclosed.
- Board structure: CEO also serves as Chair; board cites rationale for combined leadership with independent director oversight.
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $16,000 | Payable quarterly; confirmed in renewed engagement letter (Dec 23, 2024) |
| Committee/Chair Fees | — | No separate committee/meeting fees disclosed |
| Stock Awards | — | None disclosed |
| Option Awards | — | None disclosed |
| Other Compensation | — | None disclosed |
- Engagement letter terms (Dec 23, 2024): one-year term; $16,000 annual cash; warrant to purchase 5,000 shares at $0.19 exercise price (no warrant issuance to Bennett yet as of report date).
Performance Compensation
| Instrument | Grant/Right | Key Terms | Vesting/Issuance Status |
|---|---|---|---|
| Director Warrants (per engagement letters) | Right to receive 5,000-share warrant for FY 2024 at $0.19 strike | Annual issuance contemplated; equity-linked incentive | “No warrants have been issued to Mr. Bennett” as of proxy date |
| Legacy Warrants | 65,000 warrants issued (FY2008–FY2020) | Beneficial ownership footnote states none exercised | None exercised to date |
| FY2021–FY2024 Warrant Entitlement | Aggregate 20,000 shares (5,000 per year) | Entitled per engagement letters | Issuance status for 2024 is “none issued”; prior-year issuances not enumerated in proxy |
Plan architecture and performance metrics: The Amended and Restated 2010 Long-Term Incentive Plan authorizes stock options, restricted shares, SARs, and performance units; performance units may be tied to TSR, ROE, net earnings growth, revenue growth, cash flow, peer comparisons, and individual/aggregate performance; Plan term to Dec 31, 2029; Amendment No.3 proposes increasing share reserve to 569,600 shares (effective upon shareholder approval Dec 30, 2025). No disclosure indicates Bennett received performance units or options in 2024.
Other Directorships & Interlocks
| Company | Public Listing Status | Role | Committee Roles |
|---|---|---|---|
| None disclosed for Bennett | — | — | — |
- Compensation Committee interlocks: CPHI’s Nominating and Compensation Committee members (Bennett, Zhang, Dong) were not officers/employees, had no >$120,000 transaction interest, and no interlocking relationships with other entities’ comp committees.
Expertise & Qualifications
- Financial reporting and audit expertise; SEC reporting experience; designated “audit committee financial expert.”
- Education: MBA (Finance), BA (Accounting), Michigan State University; inactive CPA (Colorado).
- Cross-border finance and advisory leadership; multiple CFO roles.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gene Michael Bennett | — | — | Beneficial ownership line shows “—”; footnote notes warrant entitlements (65,000 issued 2008–2020, none exercised; entitlement of 20,000 for 2021–2024) |
| Shares Outstanding (Record Date) | 5,022,002 | — | Record date: Nov 3, 2025 |
- Pledging/hedging: No pledging or hedging disclosures for Bennett; Section 16(a) compliance indicates all reporting persons met filing requirements for FY 2024.
Say-on-Pay & Shareholder Feedback
- FY2023 annual meeting advisory vote on NEO compensation: 9,364,170 For; 11,737 Against; 12,700 Abstain. Frequency chosen: every three years (9,128,856 votes).
- FY2024 annual meeting: Board and proposals passed, including reverse split authority (9,454,428 For).
Governance Assessment
- Strengths: Long-serving independent director with deep audit and financial expertise; chairs audit committee; independence affirmed; no related-party transactions or committee interlocks; board and committees met regularly.
- Alignment: Cash-only director pay ($16,000) with prospective low-dilution warrants; no equity grants or options in 2024; minimal pay complexity reduces conflict risk.
- Structural concerns: Combined CEO-Chair structure; board relies on independent directors for oversight; individual director attendance rates not disclosed.
- Red flags and risk indicators:
- Legacy warrants outstanding (65,000) and further warrant entitlements may dilute shareholders if exercised over time; issuance mechanics should be monitored; no exercises to date.
- Company-level risks: going concern doubt; lack of D&O insurance; reverse stock split dependency tied to listing compliance—macro governance risk for all directors.
- Low director cash retainer may indicate limited incentive to devote time vs. risk profile (contextual, as no meeting fees disclosed).
Additional Context: Committee Operations
- Audit Committee: Oversees accounting, financial reporting integrity, internal controls, compliance, and auditor independence; Bennett serves as Chair and “audit committee financial expert.”
- Nominating & Compensation Committee: Oversees executive/director compensation, performance evaluations, succession, stock/incentive plan administration, board composition, and board effectiveness; chaired by Yingwen Zhang; Bennett is a member.
Related Party Transactions
- No Bennett-related related-party transactions disclosed; company-level RPTs involve loans from the CEO, not Bennett.
- Compensation Committee members (including Bennett) had no material transaction interests >$120,000 during FY 2024.
Employment & Contract Terms (Director Engagement)
- Renewed one-year engagement letter (Dec 23, 2024): $16,000 cash, payable quarterly, plus warrant right for 5,000 shares at $0.19 strike; no warrant issuance to Bennett as of proxy date.
Appendices: Shareholder Actions
- FY2025 proxy proposals include election of independent directors (including Bennett), reverse split authorization up to 1:20, and increasing Plan share reserve to 569,600; board recommends “FOR” all proposals.
Disclosure gaps: No per-director attendance rates; no director stock ownership guidelines; no clawback policy disclosure specific to directors; no evidence of independent compensation consultant use. Where not disclosed, items are omitted per instruction.