Xin Wan
About Xin Wan
Xin Wan (age 47) is Chief Technology Officer (CTO) of GigaCloud Technology Inc. (GCT), a role he has held since 2014. He holds master’s and bachelor’s degrees in software engineering from Tsinghua University (2007, 2004) and bachelor’s degrees in chemical engineering and English from Dalian University of Technology (2002) . Company performance during his recent tenure includes 2024 total revenues of $1,161,042 thousand (vs. $703,831 thousand in 2023) and net income of $125,808 thousand (vs. $94,108 thousand in 2023); the company-reported TSR value-of-$100 metric was 118.04 at 2024 year-end (vs. 116.60 in 2023) . Pay-for-performance measures tied to executive compensation emphasize total revenues, net income, GigaCloud Marketplace GMV, and Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic impact / Notes |
|---|---|---|---|
| Aspire Company of China Mobile | Vice President, Education BU | 2010–2014 | Led education business unit within a China Mobile affiliate |
| Oriental Standard (Beijing) Talent Service Co., Ltd. | Channel Operation Center Manager and Director | 2007–2010 | Managed channel operations and leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public board roles disclosed for Xin Wan |
Fixed Compensation
| Year | Base Salary ($) | Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 58,333 | 1,891 (Hong Kong MPF contribution) | MPF: HK$14,685 translated at HK$7.7677/US$ |
| 2023 | 58,333 | 2,155 | — |
| 2022 | 58,333 | 1,346 | — |
Performance Compensation
Cash incentives (actual paid) and plan design:
- 2024 non-equity incentive plan payout to Xin Wan: $169,682 .
- 2024 plan metrics: Company-wide 1P profit and GigaCloud Marketplace GMV; formula = Target Bonus Opportunity × Company Performance Goal × Individual Modifier; CEO payout uses a guaranteed ratio; COO/CTO payouts adjusted by management evaluation; monthly measurement with 0% to uncapped potential; annual one-time award for meeting annual goals .
| Year | Non-Equity Incentive Plan Compensation ($) | Key performance metrics used | Payout mechanics |
|---|---|---|---|
| 2024 | 169,682 | 1P profit; Marketplace GMV | Monthly formula; potential 0% to uncapped; annual true-up |
| 2023 | 221,000 | Not separately disclosed for 2023 in proxy | Non-discretionary awards tied to performance |
| 2022 | 84,472 | Not separately disclosed for 2022 in proxy | Non-discretionary awards tied to performance |
Equity awards (RSUs) and vesting:
- 2024 grant: 20,000 RSUs to Xin Wan on April 10, 2024; grant-date fair value $620,400 . Vesting: 50% vests immediately; 50% vest after 12 months (service condition) .
- Outstanding at 12/31/2024: 10,000 unvested RSUs (market value $185,200) .
| Grant date | Type | Shares granted (#) | Grant-date fair value ($) | Vesting schedule | Notes |
|---|---|---|---|---|---|
| Apr 10, 2024 | RSU | 20,000 | 620,400 | 50% immediate; 50% after 12 months (service) | Delivered in Class A shares upon vest |
Performance compensation design (2024):
| Metric | Weighting | Target | Actual | Payout impact | Vesting/Timing |
|---|---|---|---|---|---|
| 1P profit | Not disclosed | Not disclosed | Achieved (generally) | Drives cash bonuses via formula | Monthly measurement; annual award |
| GigaCloud Marketplace GMV | Not disclosed | Not disclosed | Achieved (generally) | Drives cash bonuses via formula | Monthly measurement; annual award |
| Individual modifier (COO/CTO) | N/A | N/A | N/A | Adjusts payout up/down | Monthly |
Policies:
- Clawback: adopted 10/2/2023 retroactive to incentive comp; recovery for restatement overstatements; filed as Exhibit 97.1 to 2024 10-K .
- No stock options outstanding for Xin Wan .
Equity Ownership & Alignment
| Holder/Structure | Class A shares | % of Class A | Notes on control/structure | Pledging/Hedging |
|---|---|---|---|---|
| Xin Wan (through FAITHFUL WINNER HOLDINGS LIMITED) | 807,540 | 2.5% | Sole shareholder/director of FAITHFUL WINNER HOLDINGS LIMITED | Company prohibits hedging/pledging; exceptions require pre-approval; policy adopted 1/1/2024 . Company not aware of any pledged shares by directors/officers; none disclosed for Xin Wan . |
| Unvested RSUs (12/31/2024) | 10,000 | — | 50% of 2024 RSU grant vested immediately; remaining 50% 12 months post-grant | — |
| Trust arrangement (additional context) | — | — | Form 4 discloses Class A shares held by Dongsi Tou Tiao Limited under Dongsi Tou Tiao Trust for certain executives including Xin Wan; trustee does not vote unless directed by advisory committee . |
Ownership guidelines:
- No executive stock ownership guidelines disclosed; director indemnification agreements in place .
Employment Terms
- At-will employment agreements for Named Executive Officers (NEOs), including Xin Wan, covering cash comp, long-term incentives (share plans), and benefits .
- Termination without cause / resignation for good reason: pay base salary and earned unpaid incentives during a notice period (30 days if terminated by company; 60 days if resignation for good reason); continued benefits during notice period; potential additional mutually agreed amount .
- Restrictive covenants: confidentiality (during/after employment) and non-compete/non-solicit for two years post-termination .
- Change-of-control: no separate golden parachute or enhanced multiples; no special CoC severance beyond the employment agreement terms above .
- Anti-hedging/anti-pledging policy adopted 1/1/2024; prohibits pledging and derivatives that hedge GCT equity exposure .
- Clawback policy for incentive-based compensation (including equity) in the event of restatements .
Insider Transactions and Vesting Overhang
Major insider transactions (Form 4-based; selected 2024 disclosures):
| Date (trade) | Shares | Price ($) | Proceeds ($) | Post-trade holdings | Source |
|---|---|---|---|---|---|
| Dec 6, 2024 | 80,000 | 22.14 | 1,771,200 | 877,540 | SEC Form 4 (OpenInsider link to SEC XML) |
| Dec 16, 2024 | 69,534 | 20.42 | 1,420,098 | 808,006 | SEC Form 4 (OpenInsider link to SEC XML) |
| Dec 18, 2024 | 466 | 20.00 | 9,320 | 807,540 | SEC Form 4 (OpenInsider link to SEC XML) |
| Mar 28, 2024 | 64,000 | 27.1553 | 1,738,] ~ | n/a | Aggregator summary (AltIndex) |
| Mar 28, 2024 | 44,000 | 26.8132 | 1,179,] ~ | n/a | Aggregator summary (AltIndex) |
| Mar 28, 2024 | 42,000 | 27.8807 | 1,170,] ~ | n/a | Aggregator summary (AltIndex) |
Notes:
- RSU grant/vesting logistics: A Form 4 filed Apr 12, 2024 shows 10,000 RSUs granted to Xin Wan (vest over 12 months); indirect ownership via FAITHFUL WINNER HOLDINGS LIMITED . A Form 4 filed Apr 11, 2025 reflects RSU vest/acquisition around the 12-month mark .
- Media/aggregator confirmations: Multiple outlets recapped December 2024 sales (e.g., 80,000 shares on 12/06/24 and subsequent sales on 12/16–12/18) .
Vesting overhang:
- As of 12/31/2024: 10,000 unvested RSUs due to vest on/around Apr 10, 2025 (service-based), which subsequently triggered a Form 4 in April 2025 .
Compensation Structure Analysis
Year-over-year mix and structure:
- Cash vs equity mix for Xin Wan shifted higher toward equity in 2024 due to a sizable RSU grant ($620,400 grant-date fair value), while base salary remained flat at $58,333 .
- The company relies heavily on equity awards across NEOs to align incentives with long-term value creation; CTO awards vest 50% immediately and 50% after 12 months, balancing retention with rapid ownership .
- Cash incentive plan uses operational metrics (1P profit, GMV) with monthly measurement and an individual modifier for COO/CTO, enabling granular pay-for-performance alignment but with non-disclosed numerical targets .
Governance and risk controls:
- Clawback policy implemented (restatement-based recovery) .
- Insider trading policy prohibits hedging and pledging, reducing misalignment and margin-call risk; no pledges reported for directors/officers .
Peer benchmarking and say-on-pay:
- Compensation decisions reference national surveys and public executive pay data for similar size/industry, without a disclosed formal peer group roster or target percentile .
- Say-on-pay scheduled for 2025 AGM; board recommends triennial frequency for future say-on-pay votes .
Investment Implications
- Alignment: Xin Wan’s material equity exposure (807,540 Class A shares, 2.5% of Class A via FAITHFUL WINNER HOLDINGS LIMITED) suggests meaningful skin in the game, with no pledging allowed under policy—supportive for alignment and downside governance .
- Execution incentives: Cash incentives tied to 1P profit and Marketplace GMV should drive operating discipline in the core marketplace engine where the CTO’s product/tech leadership is pivotal; however, lack of disclosed targets limits external assessment of rigor .
- Retention risk: Base salary is modest ($58,333) relative to total pay, making compensation highly at-risk; RSU vesting structure (half immediate, half 12 months) provides near-term liquidity but shorter duration than multi-year PSUs, which may offer less long-tail retention than peers using 3–4 year vesting PSUs .
- Trading signals/supply: Multiple open market sales in 2024 (notably 80,000 @ $22.14 on Dec 6 and 69,534 @ $20.42 on Dec 16) indicate episodic insider supply; watch for additional liquidity events around spring vesting cycles (e.g., April RSU vests) .
- Pay-performance linkage: Company-reported PVP table shows strong top-line expansion (2024 revenues $1,161,042 thousand vs. $703,831 thousand in 2023) and higher net income ($125,808 thousand vs. $94,108 thousand), with TSR at 118.04 at 2024 YE—a constructive backdrop for performance pay; continued disclosure of concrete targets would improve external evaluation of pay rigor .
Overall: High equity exposure, prohibited pledging, and clawbacks are positive for alignment, while sizable periodic insider sales underscore potential stock supply around vesting. Monitoring future award design (e.g., longer-duration PSUs with explicit targets) and incremental disclosures on performance goal rigor could refine the assessment of incentive quality and retention resilience .