Xinyan Hao
About Xinyan Hao
Xinyan Hao is Chief Operating Officer at GigaCloud Technology (GCT), age 43, serving since October 2010; he holds a bachelor’s degree in information management and information systems from Tsinghua University (2004) . Company pay-versus-performance data shows 2024 TSR value of a $100 investment at 118.04, revenue of $1,161,042 thousand, and net income of $125,808 thousand; 2023 TSR 116.60, revenue $703,831 thousand, net income $94,108 thousand; 2022 TSR 36.27, revenue $490,071 thousand, net income $23,972 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oriental Standard (Beijing) Talent Service Co., Ltd. | Lecturer | 2008–2010 | Not disclosed |
| GigaCloud Technology Inc. | Chief Operating Officer | 2010–Present | Operations leadership; details not disclosed |
External Roles
No external directorships or outside public company roles disclosed for Hao in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $58,333 | $58,333 | $58,333 |
| Target Cash Incentive ($) | — | — | $142,479 (plan target for 2024) |
Performance Compensation
Cash Incentive Program (2024)
| Metric | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| 1P Profit (non-GAAP) | Not disclosed | Not disclosed | Achieved (company-wide) | $173,117 (paid to Hao) | Monthly formula: Target Bonus Opportunity × Company Performance Goal × Individual Modifier; no maximum; additional one-time award for meeting annual goal |
| GigaCloud Marketplace GMV | Not disclosed | Not disclosed | Achieved (company-wide) | Included above | Defined as total GMV through marketplace (1P + 3P) before taxes/shipping/refunds |
RSU Grants and Vesting (2024)
| Grant Date | Type | Shares (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| April 10, 2024 | RSU | 25,000 | $775,500 | 50% vested immediately on grant; 50% vests 12 months after grant (service condition) |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Voting Power % |
|---|---|---|---|---|---|
| Xinyan Hao (via ICEBERY LIMITED) | 787,486 | 2.5% | — | — | * (less than 1%; exact not provided) |
Footnote: ICEBERY LIMITED is solely owned and directed by Xinyan Hao .
Outstanding Equity Awards at FY-End (Dec 31, 2024)
| Grant Date | Unvested RSUs (#) | Market Value ($) | Notes |
|---|---|---|---|
| April 10, 2024 | 12,500 | $231,500 | Service condition; 50% immediate/50% at 12 months |
2024 Stock Vesting and Realized Value
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Xinyan Hao | 26,638 | $887,528 |
Additional Alignment Policies:
- Anti-hedging and anti-pledging: Hedging transactions are prohibited; pledging or margin purchases of company stock are prohibited (exceptions only with prior approval) .
- No stock options outstanding for NEOs; awards are in RSUs .
- Clawback policy (effective Oct 2, 2023): Company can recover incentive-based compensation, including equity, in the event of an accounting restatement; policy filed as Exhibit 97.1 to the 2024 Annual Report .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | Written, at-will; covers cash and long-term compensation eligibility and benefits |
| Severance/Termination | If terminated without cause or resign for good reason: continue base salary and previously earned but unpaid incentive compensation during notice period; benefits continue; plus any amount agreed between company and NEO |
| Notice Period | 30 days’ notice for termination by company without cause; 60 days’ notice for resignation with good reason; regular salary paid during notice |
| Change-of-Control | No separate change-in-control cash multiples or acceleration beyond general terms described; no other arrangements |
| Non-Compete/Non-Solicit | Two-year noncompetition and nonsolicitation covenants post-termination |
| Indemnification | Indemnification under M&A and separate indemnification agreements to fullest extent permitted (with limited exceptions) |
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation | 85,152,812 | 452,562 | 94,222 | 7,289,364 | Approved |
| Frequency of advisory votes | One Year: 4,189,732; Two Years: 104,852; Three Years: 81,339,792; Abstain: 64,720; Broker Non-Votes: 7,289,864 | Company will hold advisory votes every three years |
Compensation Committee
- Compensation Committee members: Jan William Visser (Chairman), Zhiwu Chen, Lorri Kelley .
- Committee reviewed and recommended inclusion of CD&A; equity awards approved by Compensation Committee; grants typically in Q2 .
Investment Implications
- Alignment: Hao’s pay mix includes at-risk cash tied to 1P profit and marketplace GMV plus RSUs with short service-based vesting; NEOs achieved goals in 2024, and Hao received $173,117 in performance-based cash, indicating linkage to operating KPIs .
- Vesting-driven supply risk: 2024 grants vested 50% immediately and 50% at 12 months; unvested 12,500 RSUs at year-end suggest periodic settlement events that can coincide with selling pressure as awards settle in Class A shares .
- Skin-in-the-game: Hao beneficially owns 787,486 Class A shares (2.5% of Class A), providing meaningful alignment; anti-hedging/anti-pledging policy reduces misalignment risk from derivative or collateralized positions .
- Limited change-in-control economics: No disclosed severance multiples or automatic acceleration beyond notice-period compensation; two-year non-compete/non-solicit supports retention but reduces potential buyout costs for acquirers .
- Governance/Shareholder support: Strong say-on-pay approval (raw vote counts) and triennial advisory vote frequency reduce near-term compensation controversy risk .