Xiaofeng Denton Peng
About Xiaofeng Denton Peng
Xiaofeng Denton Peng, age 49, is Phoenix Motor Inc.’s Chief Executive Officer (since June 2023) and Chairman of the Board (since December 2020). He previously founded LDK Solar Co., Ltd. (chairman/CEO) and Suzhou Liouxin Co., Ltd. (CEO), and serves as executive chairman and CEO of SPI Energy Co., Ltd.; his education includes a diploma in international business from Jiangxi Foreign Trade School (1993) and an executive MBA from Beijing University Guanghua School of Management (2002) . Peng beneficially owns approximately 28.1% of PEV (13.2 million shares/options), including 12.0 million shares via Palo Alto Clean Tech Holding Limited (PACT), and 1.05 million vested options; this excludes indirect ownership through SPI Energy . The Board combines the Chair/CEO roles, has no lead independent director, and counts three independent directors (Julia Yu, Yongmei Huang, James Young) . Performance metrics like TSR/revenue/EBITDA for Peng’s compensation are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phoenix Motor Inc. | Chairman of the Board | Dec 2020–present | Leads board agenda/strategy; presides at board meetings |
| Phoenix Motor Inc. | Chief Executive Officer | Jun 2023–present | Develops business strategy, day-to-day leadership/performance |
| SPI Energy Co., Ltd. | Executive Chairman; CEO | Exec Chair since Jan 10, 2011; CEO since Mar 25, 2016 | Largest shareholder of PEV; industry/operational oversight |
| LDK Solar Co., Ltd. | Founder; Chairman/CEO | Founded Jul 2005 | Built solar manufacturing; leadership in solar sector |
| Suzhou Liouxin Co., Ltd. | Founder; CEO | Mar 1997–Feb 2006 | Grew leading PPE manufacturer in Asia |
External Roles
| Entity | Position | Current/Recent Tenure | Notes |
|---|---|---|---|
| EdisonFuture, Inc. | Chairman & CEO; Sole Director | Ongoing | EF (and PACT) collectively own ~17.5M PEV shares (38.1%) as of Mar 3, 2025 |
| Palo Alto Clean Tech Holding Ltd. (PACT) | Director/Owner | Ongoing | Holds 12,000,000 PEV shares; Peng and spouse are sole directors |
| SPI Energy Co., Ltd. | Executive Chairman; CEO | Exec Chair since 2011; CEO since 2016 | Affiliated entity with past related-party transactions with PEV |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $156,000 | $158,877 | $156,000 |
| Stock/Options Awards | $235,500 (special awards; 1,050,000 options and 150,000 RSUs) | $0 | $18,000 (500,000 options) |
| All Other Compensation | $0 | $0 | $0 |
| Total | $391,500 | $158,877 | $174,000 |
Notes:
- Director compensation: Peng received no compensation in his capacity as an executive director .
Performance Compensation
| Award Type | Quantity | Strike Price | Expiration | Vesting Schedule | Grant/Status |
|---|---|---|---|---|---|
| Stock Options (exercisable) | 1,050,000 | $1.72 | Jan 24, 2031 | Vested/exercisable | Outstanding as of Dec 31, 2024 |
| Stock Options (unearned/unvested) | 500,000 | $0.34 | Jul 1, 2034 | 25% on each of first four anniversaries of grant date | Granted 2024; service-based vesting |
- No specific performance metrics (e.g., revenue growth, EBITDA, TSR) are disclosed as tied to Peng’s annual incentive awards; compensation includes base salary, discretionary bonus potential, and equity-based awards under the 2021 Plan .
Equity Ownership & Alignment
| Ownership Detail | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Shares (direct + via PACT) | 12,150,000 | — | Includes 12,000,000 held by PACT; Peng and spouse are PACT’s sole directors |
| Vested Options (within 60 days) | 1,050,000 | — | Exercisable at $1.72; expire 1/24/2031 |
| Total Beneficial Ownership | 13,200,000 | 28.1% | Excludes indirect ownership through SPI Energy |
| Unvested/Unexercisable Options | 500,000 | — | Service-vest; $0.34 strike; expire 7/1/2034 |
| Hedging/Pledging | Prohibited | — | Company policy bans hedging, margin accounts, and pledging of Company securities |
| Ownership Guidelines | Not disclosed | — | No published executive ownership multiples |
Insider filings: Section 16(a) reports were not timely complied with during 2024; officers/directors are in the process of complying .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | At-will agreements; effective through 2025; Company may renew |
| Termination for Cause | Defined triggers (e.g., felony, fraud, improper disclosure, reputational harm, failure to perform) |
| Severance/Multiples | Not disclosed |
| Change-of-Control (Equity) | 2021 Plan allows awards to become fully vested/exercisable upon change-in-control if so provided at grant |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed |
Board Governance
- Board composition: Five directors; three independent (Julia Yu, Yongmei Huang, James Young) .
- Committee chairs: Audit (Julia Yu), Compensation (Yongmei Huang), Nominating & Corporate Governance (James Young) .
- Leadership structure: Peng serves as Chairman and CEO; no lead independent director; independent directors meet in executive session without management .
- Board meetings: 12 meetings in 2024; no director attended fewer than 75% of meetings/committees served .
- Ownership concentration: EdisonFuture and PACT collectively beneficially owned ~17.5M shares (~38.1%) as of Mar 3, 2025; Peng is Chairman/CEO of EdisonFuture and director/owner of PACT .
- Director compensation (context): Non-employee directors receive cash retainers and options (50–60K options at $0.34 strike, 4-year vest); Peng received no director compensation .
Related Party Transactions (Governance Red Flags)
- SPI Energy (affiliated entity): Various transactions in 2024 including borrowings by PEV to SPI ($2.25M repaid with interest; agreement later terminated), services billed ($794K; $766K paid), and prior loans from SPI repaid by PEV; PEV acted as guarantor for SPI’s settlement with Streeterville Capital but was released on Sep 6, 2024 .
- SolarJuice (SPI subsidiary): Forklift sales receivables and storage fees settled in 2024 .
These underscore Peng’s dual roles and necessitate robust related-party oversight via the Audit Committee .
Capital Structure & Equity Overhang Considerations
- 2021 Omnibus Equity Incentive Plan amendment: Proposal to increase the share reserve to 20% of fully-diluted shares (from prior 10% + 1.8M additional shares approved in 2023), citing insufficient remaining shares to meet projected needs .
- Reverse stock split authorization: Board seeks approval for a 1-for-5 to 1-for-10 reverse split to address Nasdaq minimum bid price non-compliance; options/warrants and share reserves would be adjusted proportionally .
Investment Implications
- Alignment: Peng’s large beneficial stake (~28.1%) and service-vested options (not performance-vested) align him with absolute share price appreciation but provide limited explicit pay-for-performance linkage; no disclosed annual performance metrics or PSU structures tied to revenue/EBITDA/TSR .
- Dilution/overhang: The proposed increase of the equity plan to 20% fully diluted and reverse split mechanics could raise equity overhang and adjust option economics, impacting dilution and potential selling pressure as tranches vest .
- Governance risk: Combined Chair/CEO, no lead independent director, concentrated affiliated ownership (EF/PACT), and recurring related-party transactions with SPI elevate governance scrutiny and potential conflicts; timely Section 16 compliance lapses in 2024 add a process red flag .
- Retention risk: At-will agreement without disclosed severance or CoC cash protections, but meaningful equity stake and options likely reduce near-term retention risk; equity awards are time-based, promoting tenure .
Overall, the incentive structure favors long-term stock price appreciation and continuity but lacks transparent performance-based metrics; monitor equity plan usage, related-party activity, and board independence enhancements as catalysts for improved governance quality and investor confidence .