Zhenyong Liu
About Zhenyong Liu
Zhenyong Liu, 63, is Chief Executive Officer (since Nov 16, 2007) and Chairman of the Board (since Nov 30, 2007) of IT Tech Packaging (ITP) and Chairman of Hebei Baoding Dongfang Paper Milling Co. since 1996 . He received RMB 20,000/month (about $2,810) base salary; reported total compensation was $35,515 (2024) and $34,016 (2023), with no bonuses, stock or option awards in those years . He beneficially owns 536,484 shares; his ownership declined from 5.3% (2024) to 3.2% (2025) alongside share issuance activity, implying dilution impact on insider alignment . The company flags key-person risk: loss of Mr. Liu could materially affect operations, and there is no key-man life insurance .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| IT Tech Packaging, Inc. | CEO; Chairman of the Board | CEO since 2007-11-16; Chairman since 2007-11-30 | Leads strategy and operations; dual role noted by board as providing clear leadership |
| Hebei Baoding Dongfang Paper Milling Co. | Chairman | 1996–present | Oversees operating entity leadership |
| Xinxin Paper Milling Factory (Xushui District) | Plant Director | 1990–1996 | Ran plant operations |
| East Central Household Appliance Purchases & Supply Station | General Manager | 1980–1989 | Managed commercial operations |
External Roles
No additional public-company directorships or external roles for Mr. Liu were disclosed in the company’s filings reviewed .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $35,519 | $34,016 | $35,515 |
| Bonus | $0 | $0 | $0 |
| Stock Awards | $0 | $0 | $0 |
| Option Awards | $0 | $0 | $0 |
| Non-Equity Incentive | $0 | $0 | $0 |
| Total | $35,519 | $34,016 | $35,515 |
- Current base pay framework: RMB 20,000/month (approx. $2,810) .
Performance Compensation
- No non-equity incentive plan payouts or equity awards were reported for 2023–2024; there were no outstanding equity awards as of FY-end 2024 .
- Historical incentive events (context for pay design, not active grants):
| Grant/Approval Date | Type | Shares/Amount | Per-share value | Plan/Notes |
|---|---|---|---|---|
| 2012-01-11 | Restricted stock | 4,433 | $34.50 | 2011 ISP; issued to Mr. Liu |
| 2013-12-31 | Restricted stock | 800 | $26.60 | 2011/2012 ISP; issued to Mr. Liu |
| 2018-09-13 | Common stock grant | 10,000 | $8.80 | 2015 Omnibus Plan; issued to Mr. Liu |
| 2020-04-08 | Common stock grant | 20,000 | $6.00 | 2019 ISP; issued to Mr. Liu |
| 2020-09-08 | Cash bonus | $40,000 | N/A | Compensation Committee approved |
- Equity plan framework: A new 2025 Omnibus Equity Incentive Plan (up to 1,500,000 shares) was submitted for approval; allows RSUs/PSUs, options, SARs, with discretionary change-of-control treatment and plan-level clawback subject to law . As of 12/31/2024, the 2023 Plan reserved 1,500,000 shares; no outstanding executive awards reported .
Equity Ownership & Alignment
| Ownership | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 536,484 | 536,484 |
| % of common shares outstanding | 5.3% | 3.2% |
- Outstanding awards: None held by named executive officers at FY-end 2024 .
- Section 16(a) reporting: Company states all officers/directors timely filed for FY2024 .
- Pledging/hedging: No disclosure indicating Mr. Liu has pledged ITP shares; filings do not mention any hedging or pledging by him .
- Ownership guidelines: No executive stock ownership guidelines were disclosed .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start (CEO) | Nov 16, 2007 |
| Employment start (Chair) | Nov 30, 2007 |
| Base salary | RMB 20,000/month (~$2,810) |
| Contract term/expiration | Not disclosed |
| Severance | Not obligated to pay severance or other enhanced benefits upon termination |
| Change-in-control cash benefits | No change-in-control agreements with executives |
| Equity vesting on CIC | 2025 plan permits Committee discretion (accelerate, assume, cash-out, or terminate awards) |
| Clawback | 2025 plan subjects “performance-based” awards to reduction/repayment as required by applicable law; FY2024 recovery “None” |
| Non-compete/non-solicit | Not disclosed |
| Post-termination consulting | Not disclosed |
Board Governance & Committee Roles
- Role and tenure: Chairman and CEO; Board states combined role “best situated” for strategy and clarity of leadership .
- Board structure: Three standing committees (Audit, Compensation, Nominating), each comprised solely of independent directors; Mr. Liu does not serve on these committees .
- Committee composition: Audit (Chair: Marco Ku; members: Wenbing C. Wang, Lusha Niu) with two audit committee financial experts; Compensation (Chair: Lusha Niu); Nominating (Chair: Wenbing C. Wang) .
- Independence: Three independent directors as defined under NYSE American Guide .
- Attendance: In 2023, Board met at least quarterly; each director attended ≥75% of Board/committee meetings; independent directors hold executive sessions at least annually .
Related Party Transactions (Governance Red Flags)
| Period/Date | Transaction | Amount/Rate | Status/Notes |
|---|---|---|---|
| 2014-12-10 | Loan from Mr. Liu to company (working capital) | $8,742,278 at 4.35% | Repaid by Feb 2018; accrued interest outstanding $41,734 (2024) and $42,357 (2023) |
| 2015-03-01 (facility) | CEO lending facility up to $17,201,342 (RMB120M) | PBOC-based rate | Draws in 2015 and 2016; repaid by Dec 2019; accrued interest $191,193 (2024) and $194,047 (2023) |
| Cumulative accrued interest owed to Mr. Liu | Various legacy loans | ~$589,521 (2024) and $598,319 (2023) | Recorded in other payables and accrued liabilities |
| 2021-12-08 | Loan from company to Mr. Liu | $6,507,431 at 3% | Repaid Feb 2022 |
| 2022-10/11 | Loans from company to Mr. Liu | $7,059,455 at 4.35% | Repaid Aug/Dec 2023; 2023 interest income $290,275 |
| 2025-06-30 | Amount due from Mr. Liu (U.S. expenses) | $119,974, interest-free, due on demand | Short-term payable to company |
- Review protocol: Board approves related party transactions case-by-case; no separate written policy beyond Code of Ethics .
Say-on-Pay & Shareholder Feedback
- 2024 proxy included advisory say-on-pay and say-on-frequency proposals; results not reported in reviewed excerpts. Board recommended approval; Compensation Committee will consider outcomes in future designs .
- Section 16(a) compliance noted as timely for FY2023 and FY2024 .
Compensation Structure Analysis
- Mix and trends: 2022–2024 CEO pay largely fixed cash salary with no annual incentives or new equity awards, indicating minimal explicit pay-for-performance linkage in recent years .
- Equity usage: Historical stock grants (2012–2020) shift toward full-value shares instead of options; no current unvested overhang for Mr. Liu (reduces near-term selling pressure from vesting) .
- Plan evolution: The 2025 Omnibus Plan (1.5M-share capacity) re-introduces broad equity tools and CIC discretion; plan-level clawback compliance included, but individual performance metrics/weightings for executives not specified .
- Governance: Combined CEO/Chair role; three independent directors run the key committees; no formal related-party transaction policy beyond case-by-case approvals .
Risk Indicators & Red Flags
- Dual role (CEO + Chair) can concentrate power; board asserts benefits of unified leadership .
- Related party loans (both directions historically) and significant accrued interest balances raise potential conflict optics despite repayments; reviews done case-by-case .
- Key-person risk explicitly disclosed; no key man insurance .
- No disclosed executive severance/CIC cash protections, which reduces “golden parachute” risks but may heighten retention risk in a competitive market .
Investment Implications
- Alignment: Mr. Liu’s sizable ownership (536,484 shares) supports alignment, but percentage ownership fell from 5.3% (2024) to 3.2% (2025), suggesting dilution reduced insider leverage on outcomes .
- Incentive intensity: Recent pay is predominantly fixed cash with no active performance incentives or equity overhang; the 2025 plan could reintroduce meaningful at-risk equity, but grant timing/metrics remain to be seen .
- Governance and related-party optics: Absence of defined related-party transaction policies and history of bilateral loans merit monitoring for potential conflicts; committee independence and audit oversight partially mitigate .
- Retention risk: No severance/CIC cash protections and the company’s own risk disclosure around dependence on Mr. Liu underscore retention and succession planning as key diligence areas for investors .