Shengwei Ma
About Shengwei Ma
Independent Director of Gulf Resources, Inc. since December 18, 2019; age 57 in the 2025 proxy. Holds a Senior Accountant Certificate and a bachelor’s degree in accounting from Central Broadcasting and Television University (2004). Current external role: Department Manager, Shouguang City Urban Construction and Investment Group (since March 2012). Background highlights emphasize finance, accounting, and management experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shouguang City Urban Construction and Investment Group | Department Manager | Since Mar 2012 | Municipal investment/urban construction experience; finance/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shouguang City Urban Construction and Investment Group | Department Manager | Since Mar 2012 | Not a public company; no other public company directorships disclosed |
Board Governance
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Independence: The Board determined Shengwei Ma is independent under Nasdaq Rule 5605(a)(2); he also meets Rule 10A-3 independence for Audit Committee service.
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Committee assignments and chair roles:
- Audit Committee: Member; Chair is Shitong Jiang; Jiang designated Audit Committee Financial Expert.
- Compensation Committee: Member; Chair is Dongshan Wang.
- Nominating & Corporate Governance Committee: Not a member.
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Attendance/engagement:
- “No director attended fewer than 75% of the meetings of the Board of Directors and Board committees of which the director was a member” in 2024 and 2023.
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Board meetings and committee activity: | Metric | 2023 | 2024 | |--------|------|------| | Board of Directors meetings | 3 | 4 | | Audit Committee meetings | 4 | 4 | | Compensation Committee meetings | 1 | 1 | | Nominating Committee meetings | 1 | 1 |
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Leadership structure: CEO is also Chairman; no Lead Independent Director; independent directors plan executive sessions collaboratively.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | — (Independent directors do not receive cash) | — (Independent directors do not receive cash) |
| Meeting fees ($) | — | — |
| Committee membership fees ($) | — | — |
| Committee chair fees ($) | — (not a chair) | — (not a chair) |
Policy: “We do not pay any cash compensation to the independent directors.”
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Annual equity grant (shares) | 1,000 restricted common shares (policy) | 1,000 restricted common shares (policy) |
| Stock awards – fair value ($) | $1,530 (recognized value) | — (not disclosed; policy states annual 1,000 shares) |
| Vesting terms | Contingent on continued service (restricted stock) | Contingent on continued service (restricted stock) |
- Performance metrics tied to director equity: None disclosed; independent director equity is time/service-based, not performance-based.
- Plan-level provisions (relevant to director awards): 2025 Stock Incentive Plan permits restricted stock, RSUs, performance stock/units, SARs; allows Change-of-Control acceleration/cash-out and prohibits option/SAR repricing without shareholder approval.
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company board interlocks disclosed |
Expertise & Qualifications
- Credentials: Senior Accountant Certificate; bachelor’s in accounting (2004).
- Domain expertise: Financial, accounting, and management experience from municipal investment/urban construction sector.
- Audit committee alignment: Serves on Audit Committee; Board identifies an Audit Committee Financial Expert (Jiang).
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 2,000 | 4,000 |
| Percent of shares outstanding | <1% | <1% |
| Vested vs. unvested | Not disclosed | Not disclosed |
| Options/derivatives | Not disclosed | Not disclosed |
| Pledged or hedged shares | Not disclosed | Not disclosed |
Shareholder Voting Signals
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Director election results (support for Shengwei Ma): | Election outcome | 2024 | 2025 | |------------------|------|------| | Votes For | 3,849,246 | 6,135,302 | | Withheld | 994,626 | 960,229 | | Broker Non-Votes | 2,793,791 | 3,064,852 |
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Say-on-Pay advisory vote: | Item | 2024 | 2025 | |------|------|------| | For | 4,247,422 | 6,111,964 | | Against | 585,843 | 981,037 | | Abstain | 10,607 | 2,530 | | Broker Non-Votes | 2,793,791 | 3,064,852 |
Related Party Transactions (Conflict Scan)
- No related-party transactions identified involving Shengwei Ma.
- Ongoing company-level related party arrangement: Property management services with Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (entity historically tied to former Chairman) at ~$87,821 expense in 2024; authorized under related-party policy.
Compensation Structure Analysis
- Independent director pay mix is entirely equity-based (annual 1,000 restricted shares) with no cash fees—positive alignment, but small grant size limits skin-in-the-game.
- Plan governance: 2025 Stock Incentive Plan bars option/SAR repricing without shareholder approval and allows Change-of-Control acceleration/cash-out; certain award agreements may include tax “gross-up” provisions for excise taxes—a potential shareholder-unfriendly provision if applied.
Governance Assessment
- Strengths:
- Independent status; active on Audit and Compensation Committees.
- Attendance threshold met; Board/committee cadence documented.
- Equity-only director compensation promotes alignment; no cash fees.
- Risks/RED FLAGS:
- Combined CEO/Chair without a Lead Independent Director reduces independent oversight optics.
- Equity grant size and ownership are modest (4,000 shares, <1%)—limited personal financial alignment.
- Plan-level allowance for potential tax gross-ups under certain award agreements could be shareholder-unfriendly if used.
- Company-level related party arrangements persist (not involving Ma), warrant continued monitoring.
Overall investor confidence considerations: Ma’s committee roles and independence are positives; however, the Board’s leadership structure and limited director ownership constrain perceived board effectiveness. Continued monitoring of equity plan governance (avoidance of gross-ups/repricings) and related party transactions is advised.