Jiwen Zhang
About Jiwen Zhang
Jiwen Zhang (age 54) is Chairman of the Board of Power Solutions International (PSIX) and Chair of the Strategic Committee; he is a Weichai designee and is not independent under Nasdaq standards . He has 20+ years in engines, currently CEO of Weichai America (since Feb 2023; previously Chairman Feb 2023–Apr 2024), and prior roles at Kohler Power Systems (President, 2013–2022), Fiat Powertrain APAC (Managing Director Commercial, 2010–2012), Volvo Penta Asia (VP, 2002–2010), and Lei Shing Hong (Customer Service GM, 1994–2002) . Education: EMBA, University of Texas at Arlington; BS in Mechanical & Electrical Engineering, University of Science and Technology of China .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohler Power Systems | President | 2013–2022 | Led global business operations |
| Fiat Powertrain APAC | Managing Director Commercial | 2010–2012 | Regional commercial leadership |
| Volvo Penta Region Asia | Vice President | 2002–2010 | Regional leadership in engines |
| Lei Shing Hong (Caterpillar distributor) | Customer Service General Manager | 1994–2002 | Service operations leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Weichai America | CEO | Feb 2023–present |
| Weichai America | Chairman | Feb 2023–Apr 2024 |
No other public company directorships are disclosed for Zhang in PSIX proxies .
Board Governance
- Independence: The Board determined PSIX is a “controlled company” (Weichai majority owner) and Zhang is not independent under Nasdaq standards .
- Leadership: Non-executive Chairman with agenda-setting authority; CEO handles day-to-day performance .
- Attendance: Board held 13 meetings in 2024; all directors attended ≥75% of combined Board and committee meetings .
- Executive sessions: Not specified.
| Year | Board Meetings | Attendance Disclosure | Strategic Committee | Nominating Committee | Notes |
|---|---|---|---|---|---|
| 2023 | 8 | All directors ≥75% | Established May 2023 | Active | Strategic Committee responsibilities defined |
| 2024 | 13 | All directors ≥75% | Zhang (Chair) | Active | Committee meeting counts: Audit 7; Comp 7; Nom 2; Strategic 11 |
| 2025 | — | — | Zhang (Chair) | Zhang appointed Chair (Oct 9, 2025) | Two Weichai designees resigned; new designees appointed |
Committee memberships snapshot:
- As of May 31, 2024: Zhang – Strategic Committee (Chair); not on Audit/Comp/Nominating .
- Oct 9, 2025 changes: Zhang appointed Chair of Nominating & Governance Committee; remains Strategic Committee Chair .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board cash retainer (policy) | $50,000 | $50,000 |
| Additional retainer – Chairman (policy) | $25,000 | $25,000 |
| Meeting fees (policy) | $1,500/day | $1,500/day |
| Equity (policy for most directors) | 5,000 restricted shares/yr | 5,000 restricted shares/yr |
| Jiwen Zhang – Fees Earned/paid in cash | $51,605 | $109,500 |
| Jiwen Zhang – Stock awards | — | — |
2024 director comp table shows cash totals and that Weichai designees may not receive equity grants/fees; Zhang received cash but no stock award. Policies include RS grants for most directors, but not for all designees .
Performance Compensation
- Director pay: No performance-based metrics are disclosed for non-employee director compensation; annual equity grants (where applicable) are time-based and subject to minimum vesting under the Plan .
- Executive KPI metrics (context): Revenue and Net Income metrics with payout curves (not applicable to directors) .
| Plan Feature | Detail |
|---|---|
| Minimum vesting rule (Plan) | ≥1 year for awards (exceptions limited) |
| Non-employee director comp limit (Plan) | $500,000 cap (cash + equity FMV) per fiscal year |
Other Directorships & Interlocks
| Entity | Relationship | Governance Note |
|---|---|---|
| Weichai America | CEO; Weichai designee to PSIX Board | Weichai is PSIX’s 51.1% owner and designates majority of Board |
| Société Internationale des Moteurs Baudouin (Weichai subsidiary) | Distribution agreement with PSIX | $1.1M sales in 2024 under agreement; managed service/warranty |
PSIX related-party transactions with Weichai include multiple shareholder loan facilities (evolving into a new $105M SLA on Aug 30, 2024), and Weichai’s Board representation rights under the 2017 Investor Rights Agreement .
Expertise & Qualifications
- Engine industry leadership (Kohler, Volvo Penta, Weichai) .
- EMBA and engineering credentials .
- Strategic oversight via chairing the Strategic and later Nominating committees .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| May 30, 2025 | — | — | No beneficial ownership reported for Jiwen Zhang |
| May 31, 2024 | — | — | No beneficial ownership reported for Jiwen Zhang |
| Jun 9, 2023 | — | — | No beneficial ownership reported for Jiwen Zhang |
Company policies prohibit hedging and pledging by directors; no pledging noted for Zhang (and he reported no holdings) .
Governance Assessment
- Board effectiveness: Zhang provides deep engine industry and strategic expertise; he chairs the Strategic Committee and later Nominating, indicating high engagement in strategy and governance . Board/committee activity and attendance in 2024 were robust (13 Board meetings; all directors ≥75%) .
- Independence: Material concern—Zhang is not independent; Weichai controls PSIX and designates a Board majority, including Zhang. This structure increases potential conflicts in areas like financing, strategy, and related-party transactions .
- Alignment: Zhang reports no personal share ownership and did not receive equity awards, suggesting limited personal “skin-in-the-game.” Pay is primarily fixed cash (retainer + meeting fees), which may reduce market alignment compared to equity-based director pay .
- Conflicts/Related-party exposure: Significant. PSIX entered into multiple Weichai loan agreements culminating in a $105M SLA (Aug 30, 2024), with outstanding borrowings and interest paid; the Audit Committee is tasked with approving related-party transactions . The 2017 Investor Rights Agreement gives Weichai majority Board representation, and PSIX is a controlled company under Nasdaq rules .
- Shareholder confidence signals: Strong director election support and high say-on-pay approvals.
Director Election Vote Results (Confidence Signal)
| Meeting Date | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Jul 25, 2023 (Zhang) | 13,773,431 | 138,589 | 825 | 2,677,007 |
| Jul 25, 2024 (Zhang) | 14,212,441 | 1,813,543 | 4,125 | 2,705,986 |
Say-on-Pay Results (Context)
| Meeting Date | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Jul 25, 2023 | 13,761,942 | 150,028 | 875 | 2,677,007 |
| Jul 25, 2024 | 15,897,987 | 121,551 | 10,571 | 2,705,986 |
RED FLAGS
- Controlled company: Weichai majority ownership and designation of Board majority; Zhang not independent .
- Related-party financing: Reliance on Weichai shareholder loans and SLA; discretionary approval by Weichai; material balances and interest paid .
- Ownership alignment: No reported beneficial ownership by Zhang; no equity grants received; reduces direct alignment with minority shareholders .
Additional Notes
- Hedging/pledging: Company policy prohibits directors from hedging or pledging company stock .
- Clawbacks: Company maintains clawback policy consistent with SEC Rule 10D-1/Nasdaq 5608 .
- Section 16(a) compliance: 2024 late filings reported for other insiders; none noted for Zhang .
Overall, Zhang’s governance profile reflects strong strategic engagement but material independence and related-party risk due to Weichai control and transactions, with limited personal equity ownership alignment.