Guohua Ku
About Guohua Ku
Guohua Ku (age 63) is Chief Executive Officer and Chairman of the Board of Smart Powerr Corp. (CREG). He has served as CEO and director since December 10, 2008 and as Chairman since April 1, 2009, with a background as a senior engineer in industrial equipment and energy systems . CREG discloses no performance-linked pay for Mr. Ku in recent years; compensation is primarily fixed salary. Mr. Ku beneficially owned 15.35% of outstanding shares as of August 13, 2025, and participated in insider purchases, indicating material equity alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yingfeng Technology | Senior Engineer | 2003–2007 | Technical leadership in engineering prior to joining CREG |
| Shaanxi Blast Air Blower (Group) Co., Ltd. | Multiple roles (last: Senior Engineer) | 1979–2003 | Deep operational/engineering experience in industrial systems |
External Roles
- No public company external directorships or committee roles disclosed for Mr. Ku in the company’s proxy and 10-K filings .
Fixed Compensation
Compensation is largely base salary; no bonus or equity awards were paid to Mr. Ku in 2023–2024.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $32,239 | $30,422 | $30,337 |
Additional reference: Mr. Ku’s employment agreement sets annual salary at RMB 216,000 (≈$33,078) and has been renewed in two-year terms, most recently on December 10, 2022 .
Performance Compensation
The company reports no performance-based compensation for Mr. Ku in 2023–2024 (no bonuses, stock awards, option awards, or non-equity incentive plan compensation).
| Component | 2023 | 2024 |
|---|---|---|
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive Plan Comp ($) | — | — |
Narrative: “During the 2024 (and 2023) fiscal year, we used base salary as the exclusive executive compensation to our executive officers.” .
Equity Ownership & Alignment
| Metric | As of Nov 12, 2024 | As of Aug 13, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 1,222,577 | 407,968 |
| Ownership (%) | 13.95% (based on 8,765,857 shares o/s) | 15.35% (based on 2,657,139 shares o/s) |
| Shares Pledged | Not disclosed; no pledging noted in ownership tables | |
| Vested vs. Unvested | Not disclosed for Mr. Ku | |
| Options (Exercisable/Unexercisable) | None disclosed for Mr. Ku |
Insider transactions (alignment signal):
- Feb 18–19, 2025 private placement: CREG sold 8,029,851 shares at $0.67; Mr. Ku purchased 2,925,373 shares in the offering (arm’s-length) .
- Feb 23–Apr 2021 private placement agreements: announced purchase of 1,000,000 shares at $11.522 per share; amended to 940,000 shares and refunded $691,320 of excess proceeds .
Note: Reported outstanding shares and subsequent corporate actions affected percentages. The 2025 proxy also proposed increasing authorized shares to 1,000,000,000 (from 10,000,000) .
Employment Terms
| Term | Detail |
|---|---|
| Position | Chief Executive Officer; Director and Chairman |
| Start Dates | CEO/Director: Dec 10, 2008; Chairman: Apr 1, 2009 |
| Contract | Two-year term agreement (initially Dec 10, 2008), renewed multiple times including Dec 10, 2010; 2014; 2016; 2018; 2020; and most recently Dec 10, 2022 |
| Base Salary | RMB 216,000 annually (≈$33,078) |
| Company Termination for Cause | Immediate, for violations, neglect/malpractice causing damage, dual employment, or commission of a crime |
| Company Termination with 30 Days’ Notice | For non-work-related sickness/injury, incompetence, or mass layoffs/restructuring |
| Executive Resignation | 30-day written notice |
| Severance/Change-of-Control | Under PRC law: if terminating without cause and without timely non-renewal notice, one month’s salary per year of employment; separate change-of-control multiples or triggers not disclosed |
| Clawback/Non-Compete/Non-Solicit | Not disclosed |
Board Governance
- Roles: Mr. Ku serves as both CEO and Chairman. The Board has not named a Lead Independent Director .
- Committees: Audit (Chair: Zhongli Liu), Compensation (Chair: Xiaoping Guo), and Nominating & Corporate Governance (Chair: LuLu Sun) — all composed solely of independent directors; Mr. Ku is not a member of these committees .
- Independence: The Board determined that directors Guo, Sun, and Liu are independent under Nasdaq rules .
- Meeting cadence/attendance: In 2024, the Board held one meeting; Audit 4; Nominating 1; Compensation 1. All directors attended >75% of meetings of the Board and committees on which they served .
Director Compensation
- Non-employee directors received RMB 50,000 (~$7,022) cash retainers in 2024; no equity or option awards. Executive directors (including Mr. Ku) are not listed as receiving separate director fees .
Compensation Committee Analysis
- Composition: Independent directors (Guo – Chair; Liu; Sun) .
- Use of consultants: None engaged in FY2024; similarly none in FY2023 .
- Philosophy/structure: Emphasis on fixed salary; no disclosed performance-metric weighting, targets, or equity plans for NEOs in 2023–2024 .
Related Party Transactions (Governance red flags and alignment)
- 2025 Private Placement: Mr. Ku purchased 2,925,373 shares at $0.67; aggregate deal 8,029,851 shares for ~$5.38M; negotiated at arm’s length .
- 2021 Private Placement: Mr. Ku agreed to purchase 1,000,000 shares at $11.522; later amended to 940,000; company refunded $691,320 .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) and absence of Lead Independent Director — potential governance discount and oversight concentration .
- No performance-based pay for CEO — weak pay-for-performance alignment; raises questions on incentive structure versus strategic/financial KPIs .
- Significant authorized-share increase proposal (to 1,000,000,000) — potential future dilution risk for shareholders .
- Low Board meeting cadence (one meeting in 2024), though committee activity existed; all directors met attendance thresholds .
- No disclosed clawbacks, ownership guidelines, pledging policies, or CIC protections for CEO; limited shareholder-friendly compensation safeguards disclosed .
Say-on-Pay & Shareholder Feedback
- No say-on-pay voting results disclosed in the 2024 or 2025 proxy statements .
Expertise & Qualifications
- Technical background as Senior Engineer across industrial/energy equipment settings; extensive operational and scientific expertise cited by the Board as rationale for Chair nomination .
Work History & Career Trajectory
- 1979–2003: Shaanxi Blast Air Blower (Group) Co., Ltd.; multiple roles culminating as Senior Engineer .
- 2003–2007: Yingfeng Technology; Senior Engineer .
- 2008–present: CREG; CEO and Director (since Dec 10, 2008), Chairman (since Apr 1, 2009) .
Compensation Structure Analysis
- Mix shift: Compensation remains predominantly fixed cash; no equity/bonus in 2023–2024 .
- No evidence of option repricing, retention bonuses, or discretionary payouts disclosed .
- Governance controls: Compensation Committee independent; no outside consultant used in 2024 .
Investment Implications
- Alignment: Large insider purchases by Mr. Ku (notably Feb 2025) and double-digit beneficial ownership signal high alignment with shareholders .
- Incentives: Lack of variable, performance-based pay may weaken direct linkage between compensation and strategic/financial outcomes; investors may press for KPI-tied incentives (revenue growth, EBITDA, TSR) .
- Governance: Combined CEO/Chair without a lead independent director and a proposal to materially increase authorized shares suggest potential governance/dilution risks; monitor future equity issuance and board leadership structure .
- Retention/Severance: Standard PRC employment terms with limited severance under law; no CIC protections; retention likely driven by equity stake and founder-like tenure rather than contract economics .
- Trading signals: Participation in private placements at market-linked pricing supports confidence signaling; track future Form 4 activity to assess selling pressure or further accumulation .