Fuzhang Yu
About Fuzhang Yu
Fuzhang Yu (age 38) is a Weichai-designated non-independent director of Power Solutions International (PSI) serving since July 2023; he sits on the Compensation Committee. He is Director of the Overseas Finance Department at Weichai Group and previously held CFO roles at Shaanxi Hande Axle Co., Ltd. and Weichai Ballard Co., Ltd.; he holds a Bachelor’s degree in Management from Beijing Forestry University and is a China-certified public accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shaanxi Hande Axle Co., Ltd. | Chief Financial Officer | Feb 2021–Jan 2023 | Led finance at a leading commercial vehicle axle manufacturer |
| Weichai Ballard Co., Ltd. (JV of Weichai Power and Ballard Power Systems) | Chief Financial Officer | Feb 2019–Feb 2021 | CFO at fuel cell JV; cross-border finance leadership |
| Weichai Power | Finance Department leadership roles | Jan 2009–Feb 2019 | Various finance leadership posts at parent group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weichai Group | Director, Overseas Finance Department | May 2023–present | Oversees overseas finance; previously Vice Director Jan–May 2023 |
Board Governance
- Committee assignments: Member, Compensation Committee (not Chair) .
- Independence: Board determined Yu is not independent under Nasdaq standards (PSI is a “controlled company” majority-owned by Weichai) .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024; Board met 13 times; Compensation Committee met 7 times .
- Controlled company status: PSI may rely on exemptions from certain Nasdaq governance requirements; Weichai holds 51.1% and designates a Board majority .
- Compensation Committee composition: As of May 30, 2025: Hong He (Chair), Kui Jiang, Yu, with no interlocks requiring disclosure; none were PSI officers during FY2024 . On Oct 9, 2025, Jiang resigned; Board added Xuesen Yang and appointed Courtney Shea to the Compensation Committee (latest composition includes He (Chair), Yu, Yang, Shea) .
- Potential influence: As a Weichai designee on the Compensation Committee in a controlled company, Yu participates in executive pay oversight amid material related-party relationships with Weichai .
Fixed Compensation
Director-specific compensation (cash and equity) disclosed for Yu:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 (not paid for 2023 Board/Committee services) | $0 (did not earn fees for 2024 Board/Committee services) |
| Stock Awards ($) | $0 (no restricted stock listed for Yu) | $0 (no stock awards for Yu) |
| Meeting Fees ($1,500/day policy) | $0 (no fees disclosed for Yu) | $0 (no fees disclosed for Yu) |
| Committee Chair Fees ($) | N/A (not a chair) | N/A (not a chair) |
General director pay framework (for reference): annual cash retainer $50,000; Chair of Board and Audit Chair +$25,000; Compensation Chair +$15,000; 5,000 restricted shares; $1,500 per-day meeting fees. Yu, as a Weichai designee, was not paid in 2023–2024 under this framework .
Performance Compensation
| Award Type | 2023 | 2024 |
|---|---|---|
| RSU/Restricted Stock (shares granted) | 0 (no grants disclosed for Yu) | 0 (no grants disclosed for Yu) |
| Options/SARs (director awards) | 0 (no director option/SAR awards for Yu) | 0 (no director option/SAR awards for Yu) |
| Performance-linked director awards | None disclosed | None disclosed |
No director performance metrics (TSR, revenue, EBITDA, ESG) tied to Yu’s compensation were disclosed .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| Public company boards | None listed in PSI’s 2024/2025 proxies for Yu | — | No other public company directorships disclosed in Yu’s biography |
| Affiliation | Weichai Group designee | — | PSI is a controlled company; Weichai’s rights include board majority representation |
Expertise & Qualifications
- Finance leadership across heavy industry and new energy (axles, fuel cells); China CPA .
- Education: Bachelor’s in Management, Beijing Forestry University (2009) .
- Board-relevant skills: accounting and management experience from engine manufacturers and industrial groups .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 0 | 0 (not listed with holdings) |
| Ownership % of Outstanding | 0% | 0% |
| Shares Pledged/Hedged | Prohibited by PSI policy (hedging/pledging banned) | Prohibited by PSI policy (hedging/pledging banned) |
PSI’s insider trading policy prohibits short sales, derivative hedging, margin purchases, and pledging of company stock, applicable to directors .
Governance Assessment
- Board effectiveness and independence: PSI operates as a controlled company with Weichai majority ownership and designees constituting a Board majority; Yu is explicitly not independent under Nasdaq standards, and sits on the Compensation Committee, which can raise perceived conflicts in executive pay oversight despite no interlocks disclosed and no officer status among members .
- Attendance and engagement: Yu met minimum attendance thresholds (≥75% in 2024), supporting baseline engagement .
- Compensation and alignment: Yu received no PSI director cash fees or equity grants in 2023–2024 and holds no PSI shares, indicating minimal direct financial alignment with minority shareholders; this is atypical versus standard director pay frameworks and may weaken “skin-in-the-game” signals .
- Related-party exposure: Extensive related-person transactions with Weichai, including a $105M Shareholder’s Loan Agreement (SOFR+4.05%) with $25M outstanding as of 12/31/2024, plus multiple prior Weichai credit lines and a collaboration agreement; Yu’s Weichai affiliation elevates perceived conflict risk around capital structure decisions and strategic alignment .
- Mitigating policies: PSI maintains hedging/pledging prohibitions and clawback policies for incentive compensation (and broader Rule 10D-1 compliance), supporting governance discipline .
Investor implications: Yu’s Weichai affiliation and non-independence on a key committee, lack of PSI equity ownership, and the scale of related-party financing underscore heightened governance risk around minority protection and pay-for-performance oversight; stable attendance and formal policies (clawback, hedging) provide partial mitigation, but continued monitoring of Compensation Committee composition changes (post-Oct 2025) and related-party terms is warranted .