Hong He
About Hong He
Hong He (age 56) has served as an independent director of Power Solutions International (PSIX) since November 14, 2019. He chairs the Compensation Committee and sits on the Audit Committee, and the Board has determined he qualifies as an “Audit Committee Financial Expert.” He currently serves as Director, Financial Planning & Analysis at CytomX Therapeutics (since February 2021) and previously held finance leadership roles at Blackthorn Therapeutics, GenapSys, and SciClone Pharmaceuticals. He holds a B.S. in Accounting (Beijing University of Technology, 1992) and an MBA (University of Chicago Booth, 2006), and is a U.S. Certified Management Accountant and a China Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CytomX Therapeutics (Nasdaq) | Director, Financial Planning & Analysis | Feb 2021–present (Consultant Feb 2020–Feb 2021) | Public company reporting and FP&A leadership |
| Blackthorn Therapeutics | Director of Finance & Reporting | Jun 2019–Dec 2019 | Financial reporting leadership |
| GenapSys, Inc. | Head of Finance | 2018–May 2019 | Finance leadership |
| SciClone Pharmaceuticals (Nasdaq; ops in China) | Finance Director | 2014–2018 | Public company reporting experience |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Operating role | CytomX Therapeutics | Director, FP&A | Ongoing executive role; not a board directorship |
| Public company directorships | — | — | No other public company board roles disclosed for Mr. He |
Board Governance
| Item | Detail |
|---|---|
| Current PSIX Board roles | Compensation Committee (Chair); Audit Committee (Member) |
| Committee membership matrix (May 30, 2025) | He: Audit=Yes; Compensation=Yes (Chair); Strategic=No; Nominating=No |
| Independence | Board determined Mr. He is independent under Nasdaq standards; Audit Committee composed entirely of independent directors |
| Financial expertise | Identified by the Board as an “Audit Committee Financial Expert” |
| Attendance | In 2024, Board held 13 meetings; Audit 7; Compensation 7; Nominating 2; Strategic 11. All directors attended ≥75% of meetings of the Board/committees on which they served |
| Controlled company status | Weichai owns ~51.1% of PSIX; PSIX is a “controlled company” under Nasdaq rules and may use exemptions (e.g., compensation committee not entirely independent) |
| Compensation Committee composition | Mr. He (Chair), Mr. Jiang, Mr. Yu; none were Company officers in 2024; no interlocks requiring disclosure |
- Governance signal: The Compensation Committee includes non-independent directors (Jiang, Yu) under the controlled company exemption, which can concentrate influence over pay decisions. Mr. He’s role as independent Chair partially mitigates this risk .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| Component | Policy / Structure | 2024 Amount for Hong He |
|---|---|---|
| Annual cash retainer | $50,000 per year for directors | Included in cash total below |
| Committee chair retainers | $25,000 (Audit Chair); $15,000 (Compensation Chair) | $15,000 (He chairs Compensation) included in cash total |
| Meeting fees | $1,500 per day for each Board and committee meeting | Included in cash total |
| Cash fees paid (2024) | — | $99,578 (Fees Earned or Paid in Cash) |
| Equity grant (annual) | 5,000 shares of restricted stock per director (for 2024 service) | See Performance Compensation (grant/vesting details) |
Performance Compensation (Equity and Incentive Detail)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Dec 12, 2024 | 5,000 | $117,213 | Vests Jul 10, 2025 | Award relates to 2024 Board service; 5,000 RS outstanding at 12/31/24 |
- No performance-vested metrics are disclosed for director equity (RS are time-based). Company maintains a clawback policy consistent with Exchange Act Section 10D and Nasdaq Rule 5608 for certain incentive compensation of covered executives (policy oversight by Compensation Committee) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Mr. He |
| Compensation Committee interlocks | None; no relationships requiring disclosure under Item 407(e)(4)(iii). Committee members were not Company officers in 2024 |
| Weichai designation | Mr. He is not a Weichai designee to the PSIX Board |
Expertise & Qualifications
- Audit Committee Financial Expert designation; independent Audit Committee member .
- Deep finance and public company reporting experience (SciClone, GenapSys, Blackthorn, CytomX) .
- Credentials: U.S. Certified Management Accountant; China Certified Public Accountant; MBA (Chicago Booth) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of May 30, 2025) | 28,750 shares; <1% of outstanding (based on 23,008,511 shares outstanding) |
| Unvested director RS outstanding (12/31/2024) | 5,000 shares |
| Hedging/pledging | Company policy prohibits hedging and pledging of Company stock by directors and other Covered Persons |
| Section 16(a) status (2024) | No delinquent filings reported for Mr. He; delinquencies noted for certain others (not Mr. He) |
Governance Assessment
- Positives: Independent director with CFO/FP&A depth; Audit Committee Financial Expert; serves on an entirely independent Audit Committee; strong attendance culture at Board/committees; hedging/pledging prohibited; clawback policy in place .
- Alignment: Mix of cash plus annual RS (5,000 shares) that vest time-based; 28,750 shares beneficially owned as of May 30, 2025; unvested RS outstanding at year-end 2024 .
- Risks/RED FLAGS: PSIX is a controlled company (Weichai ~51.1%), and the Compensation Committee includes non-independent members (Jiang, Yu) under Nasdaq exemptions—potential influence risk on pay decisions despite Mr. He’s independent chairmanship .
- Conflicts/Related Parties: No Item 404 related-person transactions disclosed for Compensation Committee members (including Mr. He); Audit Committee oversees related-party reviews .
- Interlocks: None disclosed for Mr. He .
Net view: Mr. He brings credible finance oversight and independence, particularly strengthening the Audit Committee. The principal governance watchpoint is the controlled-company structure and non-independent composition of the Compensation Committee he chairs; investors should monitor director pay decisions and responsiveness to shareholder feedback under this structure .