Larry Lei Wu
About Larry Lei Wu
Founder of GigaCloud Technology Inc., Larry Lei Wu has served as Chairman, director, and Chief Executive Officer since 2006; he is 54 years old with an MBA from Yale University (2002) and a bachelor’s degree in mechanical manufacturing from Beijing Union University (1994) . Under Wu’s tenure, pay-versus-performance disclosures show total revenues rising from $703,831k in 2023 to $1,161,042k in 2024 and GAAP net income increasing from $94,108k to $125,808k; total shareholder return (TSR) on a fixed $100 investment tracked 36.27 in 2022, 116.60 in 2023, and 118.04 in 2024 . As CEO/Chairman, Wu combines roles, with the board designating independent director Zhiwu Chen to lead meetings when the Chairman is not present and serve as liaison to independent directors; employees who serve as directors receive no additional director pay . The company’s most recent quarter commentary from Wu emphasized disciplined execution, marketplace growth, and a planned New Classic acquisition to expand the channel-agnostic B2B ecosystem .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New Oriental Education & Technology Group Inc. | General Manager | 2002–2006 | Led vocational and online education operations prior to founding GigaCloud |
Board Governance
- Board service: Founder, Chairman, Director since 2006; current board size five directors .
- Committee structure: Audit (Chair: Zhiwu Chen), Compensation (Chair: Jan William Visser), Nominating & Corporate Governance (Chair: Lorri Kelley); all three committees comprise independent directors .
- Independence: Wu is not independent; independent directors are Chen, Visser, and Kelley .
- Combined CEO/Chairman: Board rationale supports combined role; Lead Independent Director function assigned to Zhiwu Chen (liaison, leads meetings when Chairman is absent, can call meetings of independent directors) .
- Meeting cadence/attendance: Board met 11 times in 2024; each incumbent director attended ≥75% of meetings; independent directors hold executive sessions .
- Director pay: Employee directors (incl. CEO) receive no additional compensation for board service; non-employee director program revised in Aug 2024 to $66,000 cash + $114,000 equity per 12-month term, with 2024 compensation table disclosed .
Fixed Compensation
Multi-year CEO compensation profile:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $142,000 | $162,000 | $162,000 |
| Stock Awards ($) | — | — | $3,102,000 |
| Non-Equity Incentive ($) | $18,860 | $122,862 | $214,710 |
| All Other ($) | $2,237 | $2,304 | $2,317 |
| Total ($) | $163,097 | $287,166 | $3,481,027 |
Notes:
- CEO base salary set at $162,000 since May 2022 .
- 2024 equity award granted as 100,000 RSUs; value realized on vesting $3,102,000; CEO RSUs vest 100% immediately upon grant (PEO equity awards fully vested at grant) .
Performance Compensation
Cash incentive plan mechanics and 2024 outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Performance Goals: 1P profit; GigaCloud Marketplace GMV | Not disclosed | Not disclosed; competitive sensitivity | Company-wide goals generally achieved in 2024 | CEO non-equity incentive $214,710 (monthly formula with guaranteed ratio) | Cash paid monthly; annual one-time award for meeting annual goals |
2024 equity awards granted:
| Award Type | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| RSUs (CEO) | April 10, 2024 | 100,000 | 100% immediate vesting at grant (PEO awards) | $3,102,000 |
| RSUs (Other NEOs summary) | Various | See NEO table | 50% immediate; 50% after 12 months service for most awards | See Grants table |
Performance metrics used to link pay to results (company-identified top measures): Total Revenues, Net Income, GigaCloud Marketplace GMV, Adjusted EBITDA .
Equity Ownership & Alignment
Beneficial ownership and alignment indicators:
| Holder | Class A Shares | Class B Shares | % of Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|
| Larry Lei Wu | 100,000 | 8,076,732 | 100.0% | 71.7% | Indirect Class B via Ji Xiang Hu Tong Holdings; sole control of upstream entities |
Additional ownership, pledging, and instruments:
- 2024 ownership snapshot: 9,326,732 Class B (22.9% beneficial ownership; 74.8% voting power) prior to subsequent changes .
- No stock options outstanding; CEO held no options as of 12/31/2024 .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging of company securities; company is not aware of any pledged shares by directors or officers .
Vesting status (CEO at FY-end 2024):
- No unvested RSUs for CEO due to immediate vesting upon grant; 100,000 shares acquired on vesting in 2024 .
Employment Terms
| Term | CEO Details |
|---|---|
| Employment start date/tenure | CEO since August 2006; continuous service |
| Agreement date/term | Employment agreement dated July 8, 2022; continuous term |
| Severance / termination | If terminated without cause or resignation for good reason, continued base/incentive during notice period (30 days company; 60 days executive) and any agreed additional amount; participation in benefits during notice period |
| Non-compete / non-solicit | Two-year noncompetition and nonsolicitation post-termination |
| Clawback | Adopted Oct 2, 2023; recovery of incentive-based compensation upon accounting restatement |
| Perquisites / benefits | Mandatory HK provident fund contributions $2,317 (2024) |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Insider trading plans and selling pressure:
- 10b5-1 plan adopted Sep 24, 2025 for sale of up to 800,000 Class A shares held indirectly via Ji Xiang Hu Tong; expires no later than June 2026 .
- Prior 10b5-1 plan adopted Dec 29, 2023 for sale of up to 1,250,000 Class A shares upon conversion from Class B via TALENT BOOM GROUP LIMITED and Ji Xiang Hu Tong; expiration no later than Sep 30, 2024 .
Performance & Track Record
- Multi-year operating and equity performance context: Revenues $490,071k (2022) → $703,831k (2023) → $1,161,042k (2024); Net income $23,972k (2022) → $94,108k (2023) → $125,808k (2024); TSR tracked 36.27 (2022), 116.60 (2023), 118.04 (2024) on a fixed $100 investment .
- Q3 2025 operating highlights: Marketplace GMV (12 months ended 9/30/2025) $1,488.5m (+20.7% YoY); 3P GMV $790.4m (+24.4% YoY); active 3P sellers 1,232 (+17.2%); active buyers 11,419 (+33.8%); spend per active buyer $130,349; Wu emphasized resilience and channel-agnostic strategy; Q4 2025 revenue guidance $328–$344m .
- Strategic initiatives: Binding term sheet to acquire New Classic Home Furnishings for $18m cash; expected close Jan 1, 2026, funded from cash on hand .
Compensation Committee Analysis
- Members: Zhiwu Chen (independent), Jan William Visser (independent, Chair), Lorri Kelley (independent) .
- Responsibilities include CEO/NEO pay approval, director compensation recommendations, equity plan oversight, and administering compensation recovery policy; authority to select independent consultants considering independence factors .
- Meetings: Two meetings and two unanimous written consents in 2024 .
- Peer/context: Pay versus performance uses Dow Jones Internet Commerce Index for peer group TSR comparisons; company-selected performance measures include Total Revenues, Net Income, GMV, Adjusted EBITDA .
Say-on-Pay & Shareholder Feedback
- 2025 AGM includes advisory say-on-pay (Proposal 2) and advisory frequency (Proposal 3); board recommends “FOR” say-on-pay and “THREE YEARS” frequency; outcomes will be considered but are non-binding .
- Voting quorums and effects of broker non-votes/abstentions described; no historical approval percentages disclosed .
Equity Ownership & Alignment Details
| Item | Disclosure |
|---|---|
| Total beneficial ownership | 100,000 Class A + 8,076,732 Class B (indirect via Ji Xiang Hu Tong); 71.7% voting power |
| Ownership as % outstanding | 22.9% beneficial ownership (2024 snapshot) |
| Vested vs unvested | CEO had no unvested awards at 12/31/2024; 100,000 RSUs vested immediately in 2024 |
| Options | None outstanding for CEO; no exercises |
| Pledging | Prohibited; no pledged shares known |
| Ownership guidelines | Not disclosed |
Risks, Red Flags, and Related Parties
- Hedging/pledging prohibited; no pledged shares known (alignment positive) .
- Dual role CEO/Chairman raises independence considerations; mitigated by designated lead independent functions (Chen) and fully independent key committees .
- Insider selling pressure: Active/former 10b5-1 plans (up to 1.25m through Sep 2024; up to 0.8m through Jun 2026) could create supply overhang depending on execution .
- Severance/change-of-control economics: No disclosed salary/bonus multiples; termination provisions limited to notice-period pay and any agreed amounts; standard 2-year non-compete/non-solicit .
- Clawback policy implemented Oct 2023, covering incentive-based comp upon restatements .
Investment Implications
- Alignment: Very high voting control (71.7%) and substantial beneficial ownership; anti-hedging/pledging policy and immediate vesting of CEO equity reduce lingering unvested overhang, but concentration of control elevates key-man and governance risks .
- Incentives: CEO compensation mix in 2024 heavily equity-linked via RSUs and recurring formulaic cash incentives tied to GMV and 1P profit, aligning with growth and marketplace scale; lack of disclosed specific targets/weightings limits external verification of rigor .
- Selling pressure: 10b5-1 plans authorize material sales through mid-2026; monitor Form 4 activity and plan execution cadence for potential supply overhang near windows .
- Execution track record: Strong revenue and net income growth 2022–2024, growing marketplace KPIs, and accretive acquisition strategy suggest operational capability; combined CEO/Chairman role requires continued reliance on independent committees and lead independent processes to mitigate governance concentration .