C. (Dino) Xykis
About C. (Dino) Xykis
C. (Dino) Xykis, age 66, is CEO of Power Solutions International (PSIX), appointed permanently on April 24, 2023 after serving as Interim CEO since June 1, 2022; he previously served as Chief Technical Officer from March 15, 2021 to July 9, 2024 and joined PSI in 2010 as Vice President of Engineering. He holds a B.S. in Structural Engineering, an M.S. in Vibration/Dynamics, and a Ph.D. in Structural/Applied Mechanics from the University of Minnesota . Under his leadership, PSI delivered record Q1 2025 results: net sales up 42% year-over-year to $135.4M, EBITDA up 116%, net income up 168% to $19.1M, with CEO commentary highlighting focus on data centers and margin execution . Pay-versus-performance disclosures show cumulative TSR value of an initial $100 investment rising to $992 as of 12/31/2024 and net income of $69.3M in 2024, reflecting substantial shareholder value creation during the latest period disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Power Solutions International | CEO; Interim CEO; Chief Technical Officer; VP Engineering | CEO 2023–present; Interim CEO 2022–2023; CTO 2021–2024; VP Eng. 2010–2021 | Led product/engineering, emissions & certification, program management; elevated to CEO to drive growth and profitability . |
| Cummins Inc. | Senior management/executive roles | Prior to 2010 | Engine industry leadership experience relevant to PSI's markets . |
| Generac Power Systems | Senior management/executive roles | Prior to 2010 | Power systems expertise and operational leadership . |
| Milwaukee School of Engineering | Adjunct Professor, Mechanical Engineering & Mechanics | Prior affiliation | Academic engagement in engineering disciplines . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Image Sensing Systems (NASDAQ) | Audit & Compensation Committee member (Director) | 1996–2001 | Public company board committee experience . |
| Univ. of Minnesota, College of Science & Engineering (CEGE) | Advisory Board member | Past nine years (as of 2025) | Ongoing advisory role in civil/environmental/geo-engineering . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Key Fixed Elements |
|---|---|---|---|
| 2024 | 539,846 | 62,728 (life insurance, auto-related allowances, car insurance gross-up, 401k match) | Auto lease allowance $1,975/mo; fuel $1,750/mo; auto insurance reimb. up to $2,500/yr per Employment Agreement . |
| 2023 | 472,692 | 58,540 (life insurance, auto-related allowances, car insurance gross-up, 401k match) | Same auto/fuel/insurance allowances per Employment Agreement . |
| Contract terms | — | — | Base salary set at $525,000; other fixed benefits per Employment Agreement (at-will) . |
Performance Compensation
Annual incentive (KPI) structure and payouts
| Year | KPI Target (% of Salary) | Company Metrics & Weighting | Company Achievement vs Target | Individual Weighting | KPI Payout to Xykis ($) |
|---|---|---|---|---|---|
| 2024 | 70% | Revenue (40%), Net Income (60%) | Revenue $476M → 82% of target; Net Income $69M → 200% of target; Total Company achievement ≈ 153% | 20% individual for CEO | 534,674 |
| 2023 | 70% | Revenue (40%), Net Income (60%) | Revenue $459M → 0%; Net Income $26M → 200%; Total Company achievement ≈ 120% | 20% individual for CEO | 383,827 |
Long-term incentives (LTI) and equity
| Element | Design / Metrics | Target Opportunity | Payouts / Grants |
|---|---|---|---|
| 2023–2025 LTI Plan | 3-year plan; 50% time-based “stay” component; 50% performance based on cumulative Net Income | 60% of base salary target | 2024 cash LTI payment $53,985 (time-based vesting); 2023 cash LTI payment $56,970 (time-based vesting) |
| Stock Appreciation Rights (SARs) | 85,000 SARs granted 4/25/2023; strike $2.99; vest in 3 equal annual installments on 4/25/2024, 4/25/2025, 4/25/2026; 10-year term to 4/25/2033 | — | Grant-date fair value in 2023 SCT “Option/SAR Awards”: $216,542 ; vesting schedule per Employment Agreement and Outstanding Awards table . |
| Interim CEO SARs | 16,663 SARs (Interim CEO program) granted 4/25/2023; vested 4/25/2024 | — | Structure disclosed in Interim CEO letter/Employment Agreement . |
KPI metric calibration (targets and outcomes)
| Year | Metric | Weight | Threshold | 100% Target | 200%/Max | Actual | Earned % |
|---|---|---|---|---|---|---|---|
| 2024 | Revenue (in $M) | 40% | 367 | 500 | 600 | 476 | 82% for rev (33% contribution) |
| 2024 | Net Income (in $M) | 60% | 21 | 28 | 38 | 69 | 200% for NI (120% contribution) |
| 2023 | Revenue (in $M) | 40% | 481 | 510 | 550 | 459 | 0% (0% contribution) |
| 2023 | Net Income (in $M) | 60% | 8 | 13 | 20 | 26 | 200% (120% contribution) |
Outstanding equity and vesting (as of 12/31/2024)
| Security | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|
| SARs (Interim CEO tranche) | 16,663 | — | 2.99 | 4/25/2033 | Vested 4/25/2024 . |
| SARs (85,000 grant 4/25/2023) | 28,333 | 56,667 | 2.99 | 4/25/2033 | Vests 28,333 on 4/25/2025 and 28,334 on 4/25/2026 . |
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Shares) | Ownership % | Composition / Notes |
|---|---|---|---|
| May 30, 2025 | 80,327 | <1% | Includes 46,468 shares underlying currently exercisable SARs; SARs are cash-settled per footnote . |
| May 31, 2024 | 25,339 | <1% | Exercised 20,000 SARs (vested 7/15/2023), netting 6,505 shares after tax withholding . |
- Hedging/pledging: PSI’s Insider Trading Policy (updated August 8, 2024) prohibits short sales, derivatives, hedging, margin purchases, and pledging company stock; no pledging by Xykis is disclosed .
- Section 16 activity: PSI disclosed two late Form 4s for Xykis in 2024 (filed May 24, 2024 and October 9, 2024), reporting three and nine transactions, respectively .
Employment Terms
| Term | Detail |
|---|---|
| Effective date & role | Employment Agreement effective April 24, 2023; CEO & CTO (CTO role through July 9, 2024) . |
| Base salary | $525,000 per annum . |
| Annual bonus (KPI) | Target 70% of base salary; CEO weighting 80% Company / 20% Individual . |
| Long-term incentive (LTI) | Target 60% of base salary; 3-year plan 2023–2025, 50% time-based “stay” and 50% performance on net income . |
| Equity | 85,000 SARs granted 4/25/2023; vesting in three equal annual installments; strike set on approval date; 10-year term . |
| Perquisites | Auto lease allowance $1,975/mo; fuel $1,750/mo while commuting; auto insurance reimbursement up to $2,500/yr . |
| Severance (without cause) | 12 months base salary continuation; unpaid prior-year KPI/LTI; pro-rata KPI/LTI for year of termination (when determined); 12 months COBRA premium share; release required . |
| For cause consequences | Forfeiture of outstanding KPI/LTI and unexercised equity awards . |
| Restrictive covenants | Non-compete and non-solicit for 12 months post-termination; perpetual confidentiality/IP assignment . |
| Clawback | Compliant with Exchange Act Section 10D and Nasdaq Rule 5608 for restatements . |
| Change-in-control (Plan-level) | Double-trigger vesting: upon involuntary termination without cause/for good reason within 24 months post-CIC; performance awards prorated based on achievement; potential cash-out/forfeit of underwater awards . |
| Tax gross-ups | None disclosed. |
Performance & Track Record
| Metric | Period | Result |
|---|---|---|
| Net sales | Q1 2025 vs Q1 2024 | $135.4M vs $95.2M (+42%) . |
| Gross margin | Q1 2025 vs Q1 2024 | 29.7% vs 27.0% (+270 bps) . |
| Net income | Q1 2025 vs Q1 2024 | $19.1M vs $7.1M (+168%); EPS $0.83 . |
| EBITDA / Adj. EBITDA | Q1 2025 vs Q1 2024 | $25.9M / $26.1M vs $12.0M / $11.9M (+116% / +119%) . |
| Pay vs Performance (company-wide) | PvP Table Reference | 2024: CAP for PEO $2.73M; Company Net Income $69.3M; TSR value of $100 investment = $992; 2023: CAP for PEO $1.34M; Net Income $26.3M; TSR value $68 . |
- Strategic execution in 2025 emphasized data centers, mix/pricing, and warranty cost reduction; CEO cited “best first quarter performance in the Company’s history” .
Compensation Committee & Governance Context
- Compensation Committee members (as of 2025): Hong He (Chair), Kui Jiang, Fuzhang Yu; no interlocks or related-party disclosures under Item 404; committee oversees goals, employment/severance agreements, equity awards, and clawback policy .
- Controlled company: Weichai owns a majority of outstanding common stock; board uses controlled-company exemptions under Nasdaq for certain governance provisions (context for overall governance) .
- Say-on-pay: Advisory approval sought annually; most recently received stockholder advisory approval in 2024; vote again presented in 2025 .
Compensation Structure Analysis
- Pay-for-performance alignment: KPI plan heavily weighted to Net Income (60%) produced outsized payouts in 2023 (Company achievement ~120%) and 2024 (~153%), tracking strong profitability outcomes .
- Equity mix and vesting: Shift toward SARs with 3-year vesting aligns realized value to stock price; 85,000 SARs at $2.99 strike create meaningful in-the-money exposure and potential future exercises (next tranches vest 4/25/2025 and 4/25/2026) .
- Guaranteed LTI component: The LTI plan includes a 50% time-based “stay” element (30% of salary annually) that pays irrespective of performance, increasing the guaranteed portion of compensation relative to fully at-risk pay .
- Hedging/pledging risk: Company policy prohibits hedging and pledging; no pledging disclosed for Xykis, supporting alignment and reducing downside protection that could weaken incentives .
- Dilution/overhang: SARs are cash-settled per footnote in 2025 beneficial ownership, limiting share issuance but still delivering value aligned to stock price; important for sell-pressure dynamics .
Investment Implications
- Strong operating momentum under Xykis: Profitability and margins improved materially into 2025 with strategic emphasis on higher-growth end markets (notably data centers) and disciplined pricing/warranty management—supportive of KPI outperformance and cash LTI vesting .
- Incentive alignment is largely earnings- and price-driven: KPI keyed to Net Income and SARs struck at $2.99 create powerful incentives to sustain earnings and share price; remaining SAR vest dates (4/25/2025 and 4/25/2026) may create episodic exercise-related trading flows but SARs are cash-settled, mitigating issuance overhang .
- Retention risk modest near term: One-year non-compete/non-solicit, 12 months salary severance, and ongoing LTI vesting provide retention hooks; however, 50% guaranteed LTI implies a higher fixed component that could reduce downside sensitivity versus fully performance-contingent designs .
- Governance considerations: Majority ownership by Weichai frames the governance landscape; compensation committee independence disclosed and clawback policy compliant with current listing standards; no tax gross-ups disclosed .
Sources: 2025 DEF 14A (executive officers, compensation, ownership, policies, plan, PvP) ; 2024 DEF 14A (compensation history, KPI 2023, SARs, governance) ; 8-K (Appointment and Employment Agreement) ; Q1’25 press release (performance) .