Kerry Lebensburger
About Kerry Lebensburger
Kerry Lebensburger (age 79) joined GigaCloud Technology Inc’s Board on August 17, 2025 as an independent director, succeeding Lorri Kelley; he serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Audit and Compensation Committees . He is the former President at Ashley Furniture with ~30 years of leadership across sales, marketing, merchandising, and product development; he holds a BS from The Wharton School (1968) and an MBA from the University of Cincinnati (1969) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashley Furniture | President; previously VP Sales, President of Upholstery, President of Sales & Marketing | ~30 years, retired 2023 | Led commercial growth, merchandising and product development; deep category and channel expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| American Home Furnishings Hall of Fame | Board member | Not disclosed |
| The Home Furnishings Association | Board member | Not disclosed |
| Las Vegas Home Furniture Association | Board member | Not disclosed |
Board Governance
- Independence: The Board determined Lebensburger is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- Nominating & Corporate Governance Committee – Chair
- Audit Committee – Member
- Compensation Committee – Member
- Board and committee cadence and attendance expectations (reference year 2024): Board met 11 times, each incumbent director attended ≥75% of meetings; Audit Committee held 6 meetings; Compensation Committee held 2; Nominating & Corporate Governance held 1; independent directors hold executive sessions .
- Lead Independent Director: The proxy states Zhiwu Chen leads meetings when the Chair/CEO is not present and serves as liaison to independent directors .
- Conflict management: Directors must declare interests; related-party transactions require Audit Committee approval per Nasdaq rules .
- Anti-hedging/anti-pledging: Hedging and pledging of company securities are prohibited under the Insider Trading Policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $66,000 | Increased in Aug 2024 from $50,000 due to workload growth |
| Annual share awards (Class A ordinary shares) | $114,000 | Increased in Aug 2024 from $100,000; fully vested upon grant |
| Program applicability | Per appointment, Lebensburger to be compensated under non-employee director program | Standard program terms apply |
Reference actual FY2024 paid to non-employee directors (pre-program increase mid-year):
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Zhiwu Chen | 58,000 | 103,500 | 161,500 |
| Jan William Visser | 58,000 | 103,500 | 161,500 |
| Lorri Kelley | 58,000 | 103,500 | 161,500 |
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Director equity awards | Fully vested share awards; no options outstanding for non-employee directors | None disclosed for directors; no performance-based component reported |
There were no unvested RSUs held by non-employee directors as of Dec 31, 2024 .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Public company boards | Not disclosed in GCT filings for Lebensburger |
| Industry/non-profit boards | American Home Furnishings Hall of Fame; The Home Furnishings Association; Las Vegas Home Furniture Association |
| Interlocks/potential conflicts | No transactions with Lebensburger requiring Item 404(a) disclosure; Board determined independence; related-party transaction approvals via Audit Committee policy |
Expertise & Qualifications
- Furniture industry operator with >50 years experience, across sales, merchandising, and product development; prior President at Ashley Furniture .
- Governance roles across multiple industry associations .
- Education: BS (Wharton, 1968); MBA (University of Cincinnati, 1969) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed in the 2025 proxy’s Security Ownership table (Lebensburger joined after proxy record date) |
| Shares pledged as collateral | Company states it is not aware of any shares pledged by directors/officers |
| Anti-pledging policy | Hedging and pledging prohibited by Insider Trading Policy |
| Ownership guidelines | Not disclosed in proxy |
Insider Trades
| Date | Form | Transaction | Shares | Notes | |---|---|---:|---| | None disclosed | — | — | — | Appointment 8-K confirms no related-party transactions with Lebensburger and independence; no Lebensburger insider trading filings referenced by the Company |
Governance Assessment
-
Strengths
- Independent director with deep category expertise; appointed to chair Nominating & Corporate Governance, adding seasoned oversight to director nominations and governance policy .
- Balanced director pay mix with cash and fully vested equity; updated program reflects workload and aligns directors with shareholder value while prohibiting hedging/pledging (reduces misalignment risk) .
- Robust committee independence and active committee schedules; Audit Committee independence and financial expert designation support strong controls and related-party oversight .
-
Watch items / potential conflicts
- Prior executive role at Ashley Furniture could pose perceived conflicts if Ashley or affiliates interact with GCT’s marketplace; however, Board affirmed independence and reported no Item 404(a) transactions; related-party policy and Audit Committee pre-approval mitigate this risk .
- Attendance for Lebensburger will be assessed in the next proxy; 2024 attendance exceeded ≥75% for incumbents, forming baseline expectations .
-
Signals for investor confidence
- The elevation to committee chair on day one indicates Board confidence in his governance capabilities .
- Clear anti-hedging/anti-pledging stance and indemnification agreements for directors reinforce governance discipline and director accountability .