Bin Zhou
About Bin Zhou
Bin Zhou, 35, is Chairman and Chief Executive Officer of Planet Green Holdings Corp. He has served as a director since May 2019 and as CEO and Chairman since October 2020. He holds a Bachelor of Law degree from National Judges College in Beijing, China . Company pay-versus-performance disclosures show a declining TSR in 2024 versus 2023 (value of $100 investment: 2022=$63.78; 2023=$80.16; 2024=$52.74) and negative net income in 2022–2024, indicating operating challenges during his tenure .
- FY revenue/EBITDA trend (context): see “Performance & Track Record” table below for recent-year numbers (S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Planet Green Holdings Corp. | Director | May 2019–present | Board oversight during restructuring and capital actions |
| Planet Green Holdings Corp. | Chief Executive Officer; Chairman | Oct 2020–present | Combined CEO/Chair leadership, led share authorization proposals and new 2025 Equity Incentive Plan |
| Xianning Bozhuang Tea Products Co., Ltd. (PLAG subsidiary) | Chairman of Board | Mar 2019– | Oversight of subsidiary operations |
| Hubei Qianding Equipment Manufacturing Co., Ltd. | General Manager, Legal Representative | Mar 2016–Mar 2019 | Led mechanical equipment manufacturing operations |
| Hubei Henghao Real Estate Development Co., Ltd. | Supervisor | Apr 2014–Jun 2018 | Oversight in real estate development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Judges College (Beijing) | Bachelor of Law (education) | n/a | Education credential |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $96,000 | $96,000 | $96,000 |
| Bonus | $0 | $0 | $0 |
| Stock Awards | $0 | $0 | $0 |
| Option Awards | $0 | $0 | $0 |
| Other Compensation | $0 | $0 | $0 |
Employment agreement terms: One-year term with automatic annual renewals unless 60 days’ prior notice; base salary $96,000; eligible for broad-based benefit plans . Agreement initially effective Oct 25, 2019 and renewed Oct 25, 2020/2021/2022 .
Performance Compensation
- The proxy shows no annual cash bonuses, RSUs, options, or PSUs granted to Bin Zhou in 2022–2024 .
- The 2025 Equity Incentive Plan (if approved) enables options, RSUs/RSUs, SARs, and other stock-based awards with minimum one-year vesting; includes acceleration under certain change-in-control scenarios .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | n/a | Not disclosed | Not disclosed | No bonus paid | n/a |
| Equity (RSU/PSU/Options) | n/a | Not disclosed | Not disclosed | No grants 2022–2024 | n/a |
| 2025 Equity Incentive Plan (framework) | Committee‑set | As granted | As granted | Committee discretion | No vest <1 yr; potential acceleration per plan |
Equity Ownership & Alignment
| As-of Date (Record Date) | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| 2021 | 4,262,000 | 14.36% | Schedule shows rising stake since 2020 |
| 2024 | 14,942,000 | 20.72% | Based on DEF 14A 2024 record date |
| 2025 (Jul 31, 2025) | 1,494,200 | 20.51% | Reflects lower outstanding shares; still ~20% holder |
- Ownership form: Sole voting and dispositive power indicated in 13D/A filings (e.g., Dec 7, 2022: 14,942,000 shares, 20.72%) .
- Pledging: No pledging by Bin Zhou disclosed; company insider trading policy prohibits short sales and hedging transactions (e.g., collars, swaps) .
- Vested vs. unvested/options: No option/RSU holdings disclosed for 2022–2024; no equity awards reported for Bin Zhou in SCT .
- Ownership guidelines: No executive or director ownership guidelines disclosed in recent proxies.
Employment Terms
| Term | Detail |
|---|---|
| Start date as CEO | Oct 25, 2019 |
| Agreement term | One-year, auto-renewal unless 60 days’ notice |
| Base salary | $96,000 per year |
| Severance | If terminated without cause or resigns for good reason: 3 months’ base salary; if for cause: accrued salary only |
| Non-compete | Two years post-termination |
| Change-of-control | No special severance in employment agreement; plan-level acceleration under 2025 EIP (see below) |
| Clawback | Company adopted a Dodd-Frank Rule 10D-1 compliant clawback on Nov 28, 2023 (restatement-based recovery; administered by independent directors) |
| Insider trading/hedging | Prohibits short-term trading, short sales, and derivative hedging; 10b5-1 trading plans permitted per policy |
Board Governance and Director Service
- Board service history: Director since May 2019; Chairman since Oct 2020 .
- Committee roles: Independent directors serve on committees; Bin Zhou (CEO/Chair) is not listed on Audit, Compensation, or Nominating committees. Current compositions:
- Audit: King Fai Leung (Chair, financial expert), Yang Cao, Luojie Pu
- Compensation: Luojie Pu (Chair), King Fai Leung, Yang Cao
- Nominating & Corporate Governance: Yang Cao (Chair), Luojie Pu, King Fai Leung
- Board leadership: CEO and Chairman roles combined; no Lead Independent Director. Board asserts this is appropriate given company size; independent directors are encouraged to voice opinions .
- Independence: The Board states none of the directors have a material relationship with the company and that all committee members are independent .
- Attendance: Board met 12 times in 2024; each current member attended at least 75% of meetings .
Director Compensation (context for dual-role implications)
| Director (non-employee) | Annual Cash (USD) |
|---|---|
| Luojie Pu | $24,000 (2023–2024) |
| King Fai Leung | $21,600 (2023–2024) |
| Yang Cao | $24,000 (2023–2024) |
Dual-role implications: Zhou’s combined CEO/Chair role centralizes authority and may raise independence concerns in larger issuers; the company discloses no Lead Independent Director and relies on small-board dynamics and independent committees to mitigate this .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR – $100 initial value | $63.78 | $80.16 | $52.74 |
| Net Income (USD) | $(25,851,000) | $(20,843,000) | $(7,330,000) |
| Revenues (USD) | $9.0M* | $6.5M* | $3.3M* |
| EBITDA (USD) | $(22.5)M* | $(17.3)M* | $(5.6)M* |
*Values retrieved from S&P Global.
Notable disclosures/events:
- Auditor issued “going concern” explanatory paragraph in 2024; company filed 8-K highlighting going-concern language .
- Share authorization increase proposal in 2025 to 1.5B common and 100M preferred to support acquisitions and financing flexibility; board notes dilutive potential and anti-takeover implications .
- 2025 Equity Incentive Plan proposes 7,000,000 shares available (subject to shareholder approval) with minimum one-year vesting and potential acceleration under certain change-in-control scenarios .
Compensation Structure Analysis
- Cash-heavy, low absolute pay: CEO salary fixed at $96,000 with no annual bonus or equity in 2022–2024; pay-for-performance leverage is very limited .
- New equity plan introduces potential shift toward equity: 2025 EIP enables options/RSUs/PSUs; however, no awards to Zhou disclosed yet. Plan allows acceleration if a non‑board‑approved >50% stock acquisition occurs .
- Clawback adopted in 2023 reduces risk of windfalls from misstated results; policy aligns with exchange rules .
- No gross-ups, SERP, or special perquisites disclosed for Zhou .
- Severance economics modest (3 months), limiting change-in-control or termination costs .
Vesting Schedules and Insider Selling Pressure
- Vesting: No equity awards granted to Zhou in 2022–2024; therefore, no disclosed vesting overhang for him in that period .
- Potential future supply: 2025 EIP reserves 7,000,000 shares for awards; share authorization increase to 1.5B common expands capacity for future issuance, which could add dilution if utilized .
- Insider trading policy: Prohibits short-term trading, short sales, and hedging; mitigates some trading-signal noise from derivative hedges .
Say‑on‑Pay, Shareholder Votes, and Peer Benchmarking
- Say‑on‑Pay: Up for shareholder approval in 2025; Board recommends FOR . Prior year (2024) meeting did not include SOP; director nominees received overwhelming support in 2024 .
- Compensation peer group/target percentile: Not disclosed in recent proxies (no peer benchmarking data found).
Related Party Transactions and Conflicts
- Audit Committee reviews related party transactions over $120,000; no specific related-party transactions involving Zhou disclosed in 2025 proxy .
Expertise & Qualifications
- Legal education (Bachelor of Law) and operating roles across manufacturing and real estate in China; Chairman of PLAG tea subsidiary since 2019 .
- Board cites small size and need for unified leadership as rationale for CEO/Chair combination .
Employment Terms (Detailed Table)
| Provision | Detail |
|---|---|
| Severance multiple | 3 months’ base salary if terminated without cause or resigns for good reason |
| Change-of-control treatment | No special cash severance in employment agreement; 2025 EIP provides acceleration mechanics at plan/committee discretion |
| Non-compete | 2 years post-termination |
| Clawback | Restatement-driven recovery policy adopted Nov 28, 2023 |
| Anti-hedging | Short sales/derivatives prohibited |
Investment Implications
- Alignment: Large direct ownership (~20.5%) strongly aligns Zhou with equity outcomes; however, lack of performance-based incentives (no bonus/equity grants 2022–2024) weakens traditional pay-for-performance mechanisms .
- Governance risk: Combined CEO/Chair without a Lead Independent Director elevates governance risk; committee structures are independent, but board-level counterweights are limited .
- Dilution/overhang: 2025 share authorization increase and 7M-share EIP create future issuance capacity. If equity is used for acquisitions or compensation, incremental dilution and potential selling pressure could follow .
- Retention: Low fixed cash and modest severance (3 months) could imply retention risk if external opportunities arise; conversely, sizeable personal stake aligns incentives to remain and execute .
- Operating/financial backdrop: Negative net income and weaker TSR in 2024 vs 2023, together with going-concern emphasis in 2024, suggest elevated execution risk; any pivot to performance-based equity under the new plan would be a constructive signal if tied to credible operating KPIs .
Notes:
- Where equity and financial figures rely on company filings, citations are provided. Revenue and EBITDA figures are from S&P Global and marked with an asterisk; Values retrieved from S&P Global.