Fuzeng Liu
About Fuzeng Liu
Fuzeng Liu (age 77) has served on ITP’s Board since November 30, 2007. He is Vice President of Hebei Baoding Dongfang Paper Milling Co., Ltd. (“Dongfang Paper”), the operating entity, since 2002; prior roles include Deputy Secretary of the Traffic Bureau of Xushui District, Party Secretary of Dayin Town, and Head of Cuizhuang Town in Xushui District. Education is not disclosed in the proxy. Tenure on the Board: ~18 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hebei Baoding Dongfang Paper Milling Co., Ltd. | Vice President | Since 2002 | Operational role; no board committees disclosed in proxy |
| Traffic Bureau of Xushui District | Deputy Secretary | 1992–2002 | Government administration; no ITP committees |
| Dayin Town, Xushui District | Party Secretary | 1988–1992 | Government administration; no ITP committees |
| Cuizhuang Town, Xushui District | Head of Town | 1984–1988 | Government administration; no ITP committees |
| Xushui District Committee Office | Staff | 1977–1984 | Government administration; no ITP committees |
External Roles
No other public company directorships are disclosed for Fuzeng Liu; only Marco Ku and Wenbing Wang are listed with external board roles in the proxy .
Board Governance
- Independence: Not independent; the company identifies three independent directors (Marco Ku, Wenbing Wang, Lusha Niu), and Liu is not among them .
- Committees: Audit, Compensation, and Nominating Committees consist solely of the three independent directors; Liu is not a member or chair of any committee .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2023 and 2024 .
- Meeting cadence:
- 2023: Board 5, Audit 5, Compensation 2, Nominating 1 .
- 2024: Board 6, Audit 6, Compensation 1, Nominating 1 .
- Board leadership: CEO Zhenyong Liu serves as Chair; independent directors chair all committees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director Cash Retainer/Salary (USD) | $7,375 | $15,784 |
- No committee fees or meeting fees are disclosed; other directors’ annual retainers are Ku: $20,000; Wang: $20,000; Niu: RMB 50,000 (~$7k), indicating heterogeneity by role/status .
Performance Compensation
| Metric | 2013 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RS/RSU/PSU) | 500 restricted common shares granted Dec 31, 2013; valued at $26.6 per share | $0; none granted | $0; none granted |
| Option Awards | None disclosed | $0 | $0 |
| Bonus / Non-Equity Incentive | None disclosed | $0 | $0 |
- No performance metrics tied to director compensation are disclosed (e.g., revenue, EBITDA, TSR); director pay is primarily cash with sporadic historical stock grants .
Other Directorships & Interlocks
| Person | External Company | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Fuzeng Liu | None disclosed | — | None disclosed in proxy |
- Company confirms no family relationships among directors or officers, despite shared surnames; reduces concern over familial interlocks .
Expertise & Qualifications
- Operational leadership in Dongfang Paper (since 2002) provides deep familiarity with ITP’s operations and corporate philosophy .
- Extensive local government administration experience (1977–2002) which may contribute to regulatory and local stakeholder navigation in Hebei province .
- No audit, financial expert designation, or technical credentials disclosed for Liu; audit financial experts are Marco Ku and Wenbing Wang .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially Owned Shares | 500 | 750 |
| Ownership % of Outstanding | Less than 1% | Less than 1% |
| Outstanding Shares (for reference) | 10,065,920 | 16,965,420 |
- No disclosure of pledged shares or hedging; company has an Insider Trading Policy covering directors .
Governance Assessment
- Independence and committee influence: Liu is not independent and holds an executive position at the operating entity (Dongfang Paper), which can limit objective oversight and create management-aligned incentives. He holds no committee seats or chair roles; board committees are exclusively independent directors, reducing his direct influence on audit, compensation, and nominations .
- RED FLAG: Non-independent director with operating role at subsidiary; potential alignment risks for minority shareholders .
- Attendance: Meets minimum attendance thresholds; Board increased meeting cadence in 2024, indicating engagement, but no individual attendance rates beyond the proxy’s ≥75% threshold .
- Pay and alignment: Director compensation increased from $7,375 (2023) to $15,784 (2024), with no equity grants in recent years; limited “skin in the game” given small shareholdings (<1%) and no disclosed director ownership guidelines. Prior stock grant was a small 500-share award in 2013 .
- Conflicts/related-party exposure: Proxy details multiple related-party loans involving CEO Zhenyong Liu and the company, but no transactions disclosed involving Fuzeng Liu. Nonetheless, his executive role at Dongfang Paper (operating entity) is a structural conflict risk in governance evaluation .
- Shareholder voice: Company ran say-on-pay and frequency votes in 2024; board recommended triennial frequency. Results are not disclosed in the proxy; monitoring future vote outcomes may inform pay-for-performance sentiment .
Additional Notes
- Director Independence & Committee Composition: The Audit, Compensation, and Nominating Committees are composed solely of independent directors (Ku, Wang, Niu), with Ku chairing Audit, Niu chairing Compensation, and Wang chairing Nominating. Liu is not listed on any committee .
- Legal and compliance: No legal proceedings or sanctions disclosed for Liu; Section 16(a) compliance was timely for 2023 and 2024 for officers and directors .
Overall, investors should weigh Liu’s long operational tenure and local/regulatory experience against the lack of independence, absence from key committees, and limited equity alignment. Governance safeguards (independent committees, disclosed charters) partly mitigate risk, but Liu’s executive role at Dongfang Paper remains a material governance consideration for board effectiveness and minority shareholder protection .