Yixin Pan

About Yixin Pan

Yixin Pan (age 58) is an independent Class III director of Microvast (MVST), elected at the 2024 annual meeting for a term expiring at the 2027 annual meeting; she is a U.S. citizen and resides in the U.S. . She has 25+ years of experience across technology innovation, entrepreneurship, operations, marketing, investment banking, and M&A; she holds an MBA from Cornell University and an MS in Mechanical Engineering from Northern Illinois University .

Past Roles

External Roles

Board Governance

• Independence status: The Board determined that Ms. Pan is independent under Nasdaq Rule 5605(a)(2) .
• Board/committee attendance: In 2024, the full Board met 25 times; each director attended at least 75% of the Board and relevant committee meetings for periods served .
• Committee assignments (current):
  • Audit Committee member; Arthur Wong is Chair and audit committee financial expert; the committee held 8 meetings in 2024 .
  • Compensation Committee Chair; committee held 4 meetings in 2024 .
  • Nominating & Corporate Governance (N&CG) Committee Chair; committee held 4 meetings in 2024 .
• Executive sessions: Independent directors meet in executive session; the N&CG Committee chair presides (i.e., Ms. Pan) .
• Majority independence: 3 of 5 directors are independent (Pan, Ying, Wong) .

Governance controls and advisors:

• The Audit Committee charter includes pre-approval of audit/non-audit services and review/approval of related-party transactions .
• The Compensation Committee engaged FW Cook as independent compensation consultant in 2024; the committee assessed FW Cook’s independence and found no conflicts .

Fixed Compensation

• 2024 director compensation policy (adopted March 30, 2024): Board retainer $80,000; Lead Independent Director retainer $25,000; Audit Chair $20,000; Compensation Chair $15,000; N&CG Chair $10,000; Annual RSUs grant-date fair value $95,000 .
• Elective RSUs: Directors may elect to receive all/part of cash retainers in RSUs; Elective RSUs vest quarterly; annual RSUs for 2024 vested on December 31, 2024 .

Notes: The footnote to the director compensation table states Ms. Pan’s annual RSUs had an aggregate grant-date fair value of $92,954 computed under FASB ASC 718, which differs from the “Stock Awards” amount shown in the table .

Performance Compensation

• Directors are compensated primarily with time-based RSUs; no director performance metrics (TSR/EBITDA/etc.) are disclosed for director pay .

Other Directorships & Interlocks

No interlocks with MVST’s named customers, suppliers, or competitors are disclosed in the proxy excerpts reviewed (screening limited to disclosed roles) .

Expertise & Qualifications

• Education: MBA (Cornell); MS Mechanical Engineering (Northern Illinois University) .
• Skills: Leadership across tech innovation, entrepreneurship, operations, marketing, investment banking, and M&A .
• Financial literacy: All Audit Committee members are “financially literate” per Nasdaq rules; Mr. Wong is the designated financial expert .

Equity Ownership

• Beneficial ownership (Record Date for 2025 proxy): 92,954 shares; <1% of shares outstanding .
• Company policy prohibits hedging and pledging by directors/officers (alignment safeguard) .

Policy guardrails:

• Anti-hedging/anti-pledging: Prohibited for officers, directors, and certain employees .

Governance Assessment

Strengths

• Independent director chairing both the Compensation Committee and the N&CG Committee; member of the Audit Committee—central to pay governance, board composition, and financial oversight .
• Demonstrated engagement: Board met 25 times in 2024; each director met the ≥75% attendance threshold; key committees were active (Audit 8; Compensation 4; N&CG 4) .
• Pay alignment: Director pay includes a substantial equity component via RSUs; 2024 policy allows elective RSUs for retainers; annual RSUs vest annually—promotes long-term alignment .
• Compensation advisor independence: FW Cook engaged and deemed independent (reduces consultant conflict risk) .
• Alignment protections: Anti-hedging and anti-pledging policy in place .

Watch items / Potential red flags

• Section 16(a) compliance: One late filing by Ms. Pan in the preceding year (process rigor watch item) .
• Board control features: Changes to board size require the affirmative vote of “Wu Directors,” indicating structural influence by the CEO/Chair (Yang Wu)—a governance consideration for board independence dynamics .
• Related-party exposure at company level: MVST entered into a sizable convertible loan agreement with CEO/Chair Yang Wu in 2024; Audit Committee oversees related-party transactions, but this financing reflects reliance on insider capital—a factor for investors to monitor for conflicts and terms .

Director Compensation (Context and Mix)

Footnote: Proxy footnote indicates Ms. Pan’s annual RSUs had a grant-date fair value of $92,954 under ASC 718, which differs from the “Stock Awards” column .

Additional Compliance and Governance Notes

• Independence determination: Pan, Ying, and Wong are independent; Board maintains majority independence (3/5) .
• Committee charters and authority to retain advisors are posted on MVST IR site (charters adopted) .
• Indemnification: MVST has indemnity agreements with directors, standard for Delaware issuers .
• Executive sessions: Independent directors meet without management; N&CG Chair presides .

Overall implication: Pan’s roles as Compensation Committee Chair and N&CG Chair, combined with Audit Committee membership, place her at the core of MVST’s governance system. Equity-heavy director compensation and anti-hedging/pledging policies support alignment; investors should monitor timeliness of insider filings and the company’s related-party financing dynamics under the Audit Committee’s oversight .