Xiaobin Liu
About Xiaobin Liu
Xiaobin Liu is Chief Executive Officer (since March 10, 2009) and Chairman of the Board (since November 30, 2023) of Gulf Resources, Inc. (GURE). He is 57 and holds a master’s degree from the Economic and Management School at City University of Hong Kong. His background spans capital markets, financial and business management, and strategic planning and development. Mr. Liu’s beneficial ownership is 138,115 shares (1.0% of outstanding as of July 15, 2025). The company’s proxy materials do not disclose TSR or operating performance metrics tied specifically to his pay program.
Past Roles
| Organization | Role | Years | Strategic impact / focus |
|---|---|---|---|
| Gulf Resources, Inc. | Vice President → CEO → Chairman | VP (Dec 2007), CEO/Director (Mar 10, 2009), Chairman (Nov 30, 2023) | Capital markets, financial and business management; strategic planning and development |
| Shenzhen Guangshen Accounting Firm | Project Manager | Jan 2007–Nov 2007 | Accounting and audit project management |
| Hainan Zhongou Accounting Firm | Department Manager | Jan 2003–Dec 2006 | Accounting leadership |
| Dasheng Real Estate Development Co. (Saige Dasheng subsidiary) | CFO (equiv. VP) | May 2002–Nov 2002 | Corporate finance |
| Hainan Saige International Trust Investment Co. (Shenzhen Securities Dept.) | CFO | May 2000–Aug 2004 | Securities/finance management |
| Hainan Wanquanyuan Hot Spring Tourism Dev. Co., Ltd. (and related entities) | Financial Manager / CFO roles | 1995–2000 | Finance and operations |
| Hainan Jinyuan Industrial Co., Ltd. (subsidiary of Chinese Black Metal Ltd. Northwest Branch) | Finance Dept. | 1992–1995 | Industrial finance |
| Shanxi Aircraft Manufacturing Company | Finance Dept. | 1988–1992 | Manufacturing finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sanya Kangyangnian Health Management Co. LTD | Director | Since Mar 2021 | External directorship |
| Chengdu Philosopher's Stone Culture Media Co. LTD | Chairman | Since Aug 2018 | External chair role |
| China Shouguang Vegetable Industry Group (Cayman) Inc. | Director (Chairman 2011–2017) | Chair 2011–2017; Director current | Ongoing directorship |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | — | — | — |
Notes: The Compensation Discussion and Analysis emphasizes pay-for-performance and the use of stock-based incentives, with annual bonuses determined subjectively; no guaranteed bonuses are paid. Mr. Liu’s employment agreement (renewed June 1, 2025) provides that his service will be compensated in company shares only under the equity incentive plan.
Performance Compensation
| Year | Award type | Grant date | Shares/Units | Grant-date fair value ($) | Performance metric | Weighting | Vesting |
|---|---|---|---|---|---|---|---|
| 2023 | Restricted Stock | Dec 27, 2023 | 40,000 | 61,200 | None disclosed | N/A | Immediate vesting (restricted stock vests immediately under plan footnote) |
| 2024 | — | — | — | — | — | — | No awards granted to NEOs in FY2024 |
Program design notes:
- Equity incentive compensation is administered by the Compensation Committee; exercise price for options (if used) equals market price on grant date; awards are timed to avoid MNPI. The 2025 Stock Incentive Plan allows RSUs, PSUs, options, SARs, and includes definitions for performance periods/goals; however, no specific performance metric weightings for Mr. Liu’s pay were disclosed in 2023–2024.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 138,115 shares; 1.0% of class as of Jul 15, 2025 |
| Vested vs. unvested shares (FY2024 YE) | 0 unvested; restricted stock vests immediately under plan footnote |
| Options outstanding (FY2023 YE) | None (no options listed for CEO) |
| Pledging/Hedging | No pledge or hedging disclosures specific to executives in proxy; awards under plan cannot be assigned/pledged prior to settlement |
| Ownership guidelines | Not disclosed in proxy |
Equity plan overhang/dilution context:
- 2019 Plan remaining available for issuance at 12/31/2024: 561,801 shares; as of the 2025 proxy date, available under 2019 Plan: 1,801 shares (proxy narrative). The company is seeking approval of a 2025 Plan with an aggregate limit of 2,000,000 shares inclusive of outstanding awards under the 2019 Plan.
Employment Terms
| Term | Detail |
|---|---|
| Position | Chief Executive Officer; also serves as Director and Chairman |
| Contract term | Renewed June 1, 2025; three-year term |
| Compensation form | Company shares only under equity incentive plan |
| Severance (termination without cause/good reason) | $0 (as of Dec 31, 2024) |
| Change-in-control cash | $0 (as of Dec 31, 2024) |
| Equity acceleration on CIC | Plan allows Committee to provide accelerated vesting; details set in award agreements |
| Clawback | Plan subjects “performance-based” incentive awards to reduction/forfeiture/repayment in event of financial restatement as required by law |
| Tax gross-ups | Plan permits tax “gross-up” payments in certain Option Agreements at Committee discretion (shareholder-unfriendly if used) |
| Non-compete / non-solicit | Not disclosed in proxy |
Board Governance (Service, Committees, Independence)
- Dual role: Mr. Liu serves as CEO and Chairman. The Board believes this combined role supports decisive leadership and agenda setting; the Board has not designated a Lead Independent Director, citing the small board size and collaborative executive sessions by independent directors.
- 2024 meeting cadence and attendance: Board (4), Audit (4), Compensation (1), Nominating (1); no director attended fewer than 75% of meetings of the Board and committees on which they served.
- Committee composition and independence:
- Audit Committee: Chair Shitong Jiang; Board determined Messrs. Jiang, Liu, and Ma are independent under Exchange Act Rule 10A-3.
- Compensation Committee: Members Dongshan Wang (Chair), Shitong Jiang, Shengwei Ma (all independent).
- Nominating and Corporate Governance: Members Dongshan Wang, Shitong Jiang, Yang Zou; Qiang Liu to replace Yang Zou upon election (independent).
- The Board determined that Qiang Liu, Shitong Jiang, Dongshan Wang, and Shengwei Ma are independent under Nasdaq rules; all Audit, Compensation, and Nominating committee members are independent.
- Director compensation: Executive directors (including Mr. Liu) do not receive compensation for Board service; independent directors receive an annual grant of 1,000 restricted shares, with no cash retainers.
Director Compensation (for context)
| Policy/Metric | Detail |
|---|---|
| Executive directors (e.g., CEO) | No director fees for service on Board |
| Independent directors | Annual 1,000 restricted shares; no cash; typical recognition under ASC 718 |
Related Party Transactions and Balances (Governance Risk Signals)
| Item | 12/31/2024 | 12/31/2023 |
|---|---|---|
| Amount due to Mr. Xiaobin Liu (CEO) | $887,214 | $887,214 |
| Amount due from Chengdu Dianjinshi Culture Media Co., LTD (affiliated with company officers) | $25,040 | $0 |
Additional related-party context: The company’s office property management services are provided by an entity historically controlled by a former Chairman (Ming Yang), with 2024 expense of $87,821 (agreement runs Jan 1, 2023–Dec 31, 2027), highlighting ongoing RPT exposure.
Compensation Structure Analysis
- Year-over-year mix: Mr. Liu received equity (restricted stock) in 2023 with immediate vesting and no cash salary or bonus; the company reported no executive equity grants in 2024, and Mr. Liu’s renewal in 2025 specifies share-only compensation, increasing nominal at-risk equity exposure but with limited retention due to immediate vesting convention.
- Performance linkage: Disclosed program emphasizes equity and subjective cash bonuses company-wide, but there are no disclosed performance metric weightings or objective targets tied to Mr. Liu’s awards; the 2023 grant was time-based restricted stock (immediately vested), not performance-vested PSUs.
- Change-in-control/severance design: No cash severance or CIC payouts; the plan allows potential accelerated vesting at the Committee’s discretion. Absence of cash protections reduces parachute risk but may elevate retention risk.
- Clawback/tax gross-ups: Plan includes restatement-based clawback; Option Agreements may include excise tax gross-ups at Committee discretion (a shareholder-unfriendly provision if implemented).
- Share overhang/dilution: Moving from a nearly depleted 2019 Plan (narrative states 1,801 shares available at the proxy date) and 561,801 shares remaining at 12/31/2024, to a new 2025 Plan authorizing up to 2,000,000 shares inclusive of outstanding awards, increases potential dilution and supply if used aggressively.
Equity and Ownership Alignment Signals
- Skin-in-the-game: Mr. Liu owns 138,115 shares (1.0%); no disclosed unvested equity at YE 2024, and no options outstanding, which may limit long-dated incentive alignment.
- Pledging/hedging: The plan prohibits pledging/transfer of unexercised/unsettled awards; the proxy does not disclose a specific executive pledging or hedging policy for already owned shares.
- Ownership guidelines: Not disclosed in the proxy.
Employment Terms Summary
| Item | Detail |
|---|---|
| Effective date and term | Renewed June 1, 2025; three-year term |
| Pay form | Compensated in company shares only under equity plan |
| Termination/CIC cash | $0 across scenarios disclosed at 12/31/2024 |
| Other benefits | Standard benefits (expense reimbursement, health, vacation/sick leave) |
Investment Implications
- Alignment vs. retention: Share-only pay for the CEO aligns optics with shareholders; however, the absence of objective performance metrics and immediate vesting on past restricted stock grants weakens performance linkage and retention, potentially creating sellable liquidity on grant rather than long-term hold incentives.
- Dilution and issuance risk: The proposed 2025 Stock Incentive Plan (up to 2,000,000 shares inclusive of outstanding awards) materially expands capacity for equity issuance; monitor grant cadence, structure (time vs. performance vesting), and potential stock supply.
- Governance risk: CEO-Chair dual role with no Lead Independent Director reduces counterbalance; nonetheless, key committees are composed of independent directors and met in 2024, mitigating some governance concerns.
- Contract economics: No severance/CIC cash and a restatement-based clawback favor shareholders; the plan’s allowance for tax gross-ups in certain option agreements is a negative if ever utilized.
- Related-party exposure: Large “amounts due to related parties” including $887,214 due to Mr. Liu and ongoing related-party property services warrant continued monitoring for conflicts and cash flows.
- Trading signals to watch: Any sizable equity grants under the 2025 Plan (especially time-based, immediately vesting stock), Form 4 activity by Mr. Liu following award settlements, and Board actions regarding performance-based equity adoption and governance enhancements (e.g., naming a Lead Independent Director). The 2025 proxy also includes a Say-on-Pay advisory vote; outcomes could influence future program design.