Naihui Miao
About Naihui Miao
Naihui Miao is Secretary, Chief Operating Officer (COO), and Director at Gulf Resources, Inc. (GURE). He has served as Director, Vice President, and Secretary since January 2006, and as COO since July 2009, overseeing sales, human resources, and business management . He is age 57 per the company’s director slate and biographical disclosures . Board qualifications note his years of experience in the chemical industry, business operations and management, and strategic planning .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shouguang City Yuxin Chemical Company Limited | Deputy General Manager (Vice President) | 2005–2006 | Operational leadership in chemical industry; experience in business operations and management |
| Shouguang City Commercial Trading Center Company Limited | Manager → Vice President | 1991–2005 | Operational/business management experience |
| Shouguang Business Trade Center | Director | Since 1986 | Long-standing commercial leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| Chengdu Philosopher's Stone Culture Media Co. LTD | Supervisor | Since August 2018 |
Fixed Compensation
Multi-year NEO compensation for Miao:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 16,943 | 16,693 |
| Bonus ($) | — | — |
| Stock Awards ($) | 61,200 (restricted stock accounting value) | — |
| Total ($) | 78,143 | 16,693 |
Compensation approach: The Compensation Committee applies localized pay practices, with annual base salaries reviewed, no guaranteed bonuses, and equity awards used to align executives with shareholders; CEO assesses other executives and Committee uses subjective evaluations and competitive data .
Performance Compensation
| Award Type | Metric/Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (granted 12/27/2023) | No formal metric/weighting disclosed (Committee grants based on contributions and strategic goals) | Not disclosed | 40,000 shares (grant) | $61,200 fair value; $61,200 realized on vesting | Vests immediately upon grant |
| Equity Awards FY 2024 | N/A | — | None granted to NEOs | — | — |
Program design: Equity incentive compensation primarily via stock options under the company plan, with grants at times absent material non-public information; exercise price set at close price on grant date . In 2023 the company used restricted stock grants rather than options; no FY 2024 grants were made .
Equity Ownership & Alignment
Beneficial ownership and components:
| Metric | As of 10/31/2024 | As of 7/18/2025 |
|---|---|---|
| Shares Beneficially Owned | 58,115 shares (<1%) | 138,115 shares (1.0%) |
| Vested vs. Unvested (year-end) | 0 unvested RS; 2023 RS vested immediately | Not disclosed |
| Options (exercisable/unexercisable) | None; no option exercises | None disclosed for Miao |
| Ownership Guidelines / Compliance | Not disclosed | Not disclosed |
Related party balances indicate “amounts due to related parties” owed by the company to Miao of $641,480 (Dec 31, 2023) and $650,980 (Dec 31, 2024), alongside similar balances for other executives . The company repurchased 80,000 shares respectively from CEO, COO, and CFO at $3.5931/share on 11/30/2022 (private transaction) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start (Director) | Director since January 2006; Secretary and Vice President since January 2006 |
| COO Start | July 2009 |
| Contract Renewals | Renewed June 1, 2022 (3-year term) with ~US$18,500 annual cash plus share compensation ; Renewed June 1, 2025 (3-year term) with ~US$18,500 annual cash plus share compensation |
| Severance / Change-in-Control Cash | $0 cash payment upon termination without cause/for good reason or change-in-control (as of 12/31/2024) |
| Equity Acceleration / CIC Mechanics | 2025 Stock Incentive Plan allows Committee discretion to accelerate vesting, cancel for cash consideration equal to intrinsic value, assume awards, or purchase outstanding awards upon Change of Control; re-pricing prohibited absent shareholder approval |
| Clawbacks / Forfeiture | Plan/agreements provide for forfeiture for violations of applicable restrictive covenants and allow tax gross-up provisions in award agreements (e.g., excise tax in connection with CIC) |
Board Governance
- Board Service: Director since January 2006; also corporate Secretary .
- Committee Roles: Current committee memberships are composed of independent directors; Compensation Committee (Chair: Dongshan Wang; members: Wang, Shitong Jiang, Shengwei Ma), Audit Committee (Chair: Shitong Jiang; members: Jiang, Qiang Liu (2025), Shengwei Ma), Nominating & Corporate Governance (members: Wang, Jiang, Yang Zou; Qiang Liu to replace Yang Zou post-election) .
- Independence: Board determined Qiang Liu, Shitong Jiang, Dongshan Wang, and Shengwei Ma are independent; committee members are independent under NASDAQ rules—Miao is an executive director and not listed among independent directors .
- Dual-Role Implications: CEO (Xiaobin Liu) also serves as Chairman; Board has not designated a Lead Independent Director; independent directors coordinate executive sessions collaboratively. This structure centralizes authority and may raise standard independence concerns for governance observers .
- Attendance: In 2024, the Board met 4 times; Audit 4; Compensation 1; Nominating 1; no director attended fewer than 75% of meetings .
Director compensation: Executive directors (CEO and COO) do not receive compensation for board service; independent directors are granted 1,000 restricted shares annually and generally receive no cash fees (2023 and 2024 disclosures) .
Investment Implications
- Alignment and dilution risk: Miao’s cash pay is minimal (~$16.7k in 2024; $16.9k in 2023), with equity used for alignment; however, 2023 restricted stock vested immediately, which weakens multi-year retention incentives and can contribute to periodic insider selling or liquidity events (e.g., 2022 share repurchases from executives) .
- Low severance exposure: With $0 cash severance/change-in-control payouts, shareholder change-of-control costs tied to Miao are limited; equity may still accelerate under CIC at Committee discretion .
- Governance watchpoints: CEO-Chairman dual role and absence of a Lead Independent Director concentrate power; compensation decisions are made by independent committee members, but oversight relies on collaborative executive sessions rather than a single lead .
- Liquidity and listing catalysts: Company-level Nasdaq minimum bid price deficiency and planned reverse split authorization could affect trading dynamics and insider selling windows; monitor post-split volumes and any Committee equity awards under the 2025 plan .
- Related-party balances: Material “amount due to related parties” owed to Miao ($650,980 at 12/31/2024) suggests ongoing settlements with executives; investors should track disclosures for any repayments, loan terms, or changes that could signal pressure/liquidity needs .
Notes and Sources
- Biographical details, roles, and responsibilities: .
- Beneficial ownership: 2024 table and 2025 table: .
- Compensation tables and awards: FY 2023 and FY 2024 NEO tables and grants: .
- Employment agreements, severance/CIC cash: .
- 2025 Stock Incentive Plan mechanics: awards scope, CIC adjustments, re-pricing prohibitions: .
- Board structure, committees, independence, attendance: .
- Related-party transactions, amounts due: .
- Reverse split proposal and Nasdaq bid price deficiency context: .