Lewis W. Liu
About Lewis W. Liu
Lewis W. Liu is 61 and currently serves as Chief Operating Officer (COO) of Phoenix Motor Inc. (PEV); the company’s 2025 proxy states he has served as COO since April 2004, following a brief appointment as CFO on April 11, 2024, with prior internal roles as SVP of Operations and SVP of Vehicle Program & Business Development since July 2022 . Dr. Liu holds a Ph.D. in Automotive Engineering (Tsinghua University), an MBA in Finance (University of Chicago), an MS in Artificial Intelligence (University of Mississippi), and a BS in Computer Science (Beijing Polytechnic University) . His background spans EV strategy and operations roles at Karma Automotive, Faraday Future, a founding team role at AiKar, and advisory/operational leadership at KPMG Advisory (China) and a global Fortune 500 electronics manufacturer . Company disclosures do not tie his pay to explicit TSR, revenue growth or EBITDA growth metrics; incentive awards are primarily time-based options .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phoenix Motor Inc. | Chief Operating Officer | Since April 2004 | Senior operating leadership; current role per proxy |
| Phoenix Motor Inc. | Chief Financial Officer | Appointed April 11, 2024 | Brief appointment; CFO role later held by Michael Yung |
| Phoenix Motor Inc. | SVP Operations; SVP Vehicle Program & Business Development | July 2022 – April 2024 | Scaled operations and vehicle programs; BD initiatives |
| Karma Automotive | VP Business Development & Strategy; Corporate Process Executive; Quality Task Force Head | Jan 2019 – Apr 2022 | EV strategy/process and quality leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AiKar (EV tech start-up) | Founding team member | Not disclosed | Early-stage EV technology company building |
| Faraday Future | Head of Global Charging Business; Head of Strategic Partnerships | Not disclosed | Charging ecosystem and strategic partnerships for EVs |
| KPMG Advisory (China) | Lead Director, automotive practice | Not disclosed | Advisory leadership in automotive sector (China) |
| Global Fortune 500 electronics manufacturer | General manager (full P&L); plant manager; regional supply chain head | Not disclosed | Multi-plant operations, P&L, supply chain management |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Stock and Options Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 145,159 | 7,200 | — | 152,359 |
| 2023 | 200,000 | — | — | 200,000 |
- Compensation structure: base salary; discretionary cash bonus (committee discretion); equity-based incentive awards; 401(k) match/profit sharing; company-paid insurance premiums .
- No explicit disclosure of target bonus percentage or actual bonus paid for Mr. Liu in 2023–2024 beyond the table above .
Performance Compensation
| Award Type | Grant Context | Shares/Units | Exercise/Grant Price | Vesting | Expiration | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options | 2024 grant under 2021 Plan | 200,000 | $0.34 per share | 25% on each of the 1st–4th anniversaries of grant date | 10 years; listed as 7/1/2034 in outstanding table | Time-based vesting (no performance metric disclosed) | — | — | — | — |
| Stock Options | Prior grant | 50,000 (Unexercisable) | $1.72 | Not disclosed (shown as unexercisable at FY-end) | 9/30/2032 | Not disclosed | — | — | — | — |
| Stock Options | Prior grant (Equity Incentive Plan Awards – unearned) | 50,000 (Unearned) | $1.72 | Not disclosed | 9/30/2032 | Not disclosed | — | — | — | — |
- 2024 grant specifics for Mr. Liu: 200,000 options at $0.34; vest 25% annually over 4 years; 10-year term . Outstanding table confirms the $0.34 tranche expiring 7/1/2034 .
- No PSU/RSU metrics or formulaic bonus metrics disclosed for Mr. Liu; awards are time-based, not performance-based .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of record date) | 50,000 vested options; total beneficially owned 50,000; less than 1% of outstanding shares (based on 45,979,404 shares) |
| Outstanding Options – $1.72 grant | 50,000 unexercisable; 50,000 unearned; expiration 9/30/2032 |
| Outstanding Options – $0.34 grant | 200,000 unearned; expiration 7/1/2034 |
| Shares Pledged as Collateral | Not disclosed in proxy; no pledging referenced for Mr. Liu |
| Ownership Guidelines/Compliance | Not disclosed |
- Alignment observations: low current beneficial ownership; value realization tied to option vesting and stock price above strikes ($0.34 and $1.72) .
Employment Terms
- At-will employment agreements with executives; effective on signing and remaining effective through 2025; subject to renewal. Company can terminate for cause (felony, moral turpitude, theft/fraud, confidentiality breaches, detrimental actions, failure to perform) or without cause; executives can also terminate with advance written notice .
- No explicit severance multiples, change-of-control triggers, clawback specifics, non-compete/non-solicit terms, or tax gross-ups disclosed for Mr. Liu in the proxy .
- Pension and nonqualified deferred compensation: none for named executive officers (including Mr. Liu) .
Say-on-Pay & Equity Plan Context
- 2025 Annual Meeting advisory say-on-pay vote: For 21,671,742; Against 1,604,515; Abstain 42,945; broker non-votes 0 .
- 2021 Omnibus Incentive Plan amendment approved: share reserve increased to 20% of fully diluted outstanding shares .
Investment Implications
- Pay-for-performance alignment: Mr. Liu’s incentive exposure is primarily time-based options rather than explicit performance targets; absence of formal PSU/metric-based cash incentive reduces direct linkage to TSR/revenue/EBITDA outcomes .
- Vesting and potential selling pressure: The 200,000 options at $0.34 vest in four equal annual installments, creating scheduled unlocks; combined with low current beneficial ownership (<1%), liquidity events are likely tied to vesting/exercise rather than large pre-existing holdings .
- Retention risk: Agreements are at-will with broad termination-for-cause definitions and no disclosed severance/change-of-control economics; retention levers rely on continuing unvested equity rather than contractual parachutes .
- Governance signals: Strong say-on-pay approval and expanded equity plan share pool indicate continued reliance on equity incentives across management; monitor dilution and future award sizes to assess evolving alignment and overhang .
- Execution profile: Deep EV operating and strategy background (Karma, Faraday, AiKar) plus advisory/operations at KPMG and a Fortune 500 manufacturer support operating competence; current incentives emphasize tenure and stock price appreciation via options, with limited disclosed KPI-based accountability .