Xuesen Yang

About Xuesen Yang

Mr. Xuesen (also styled “Yang Xuesen”) Yang was appointed to the PSIX Board effective October 9, 2025; he will serve until the 2026 annual meeting or until his successor is duly elected and qualifies . He currently serves as Vice President of Weichai Holding Group Co., Ltd., and has served as Chairman and Chief Operating Officer of Weichai America Corp. since October 1, 2025 . He holds a Master’s degree in Technical Economy and Management from Tianjin University (2005) and a Bachelor’s degree in Business Administration from Hebei Institute of Architectural Science and Technology (2003) . He joins PSIX as a Weichai America designee to the Board, reflecting Weichai’s status as PSIX’s controlling stockholder .

Past Roles

External Roles

Board Governance

• Committee assignments: Appointed to the Nominating and Governance Committee and the Compensation Committee effective October 9, 2025 .
• Independence status: Mr. Yang is a Weichai designee; the 8-K does not state an independence determination at appointment. PSIX is a “controlled company” under Nasdaq rules due to Weichai’s majority ownership and may elect governance exemptions (majority independent board, fully independent nominating/compensation committees) .
• Attendance baseline: In 2024, the Board held 13 meetings; all directors then serving attended ≥75% of Board and committee meetings; Audit (7), Compensation (7), Nominating (2), Strategic (11) meetings were held .
• Committee independence context: Audit Committee members were determined independent under Nasdaq Rule 5605(a)(2) in the 2024–2025 proxies; certain Weichai designees were determined not independent in 2025 .

Fixed Compensation

Note: The 2025 8-K states compensation for Mr. Yang was not yet decided at appointment; the table reflects PSIX’s 2024 director program for context and does not imply Mr. Yang’s compensation terms .

Performance Compensation

Other Directorships & Interlocks

• Related-party landscape: Weichai controls PSIX (51%+ since April 23, 2019), has Board majority designee rights via the Investor Rights Agreement, and maintains a Collaboration Agreement including personnel secondments and commercial initiatives; Baudouin (Weichai subsidiary) distribution agreement generated $1.1m of sales in 2024 .
• Mr. Yang-specific 404(a): No related-party transaction requiring Item 404(a) disclosure was reported at his appointment .

Expertise & Qualifications

• 20+ years senior leadership within the Weichai organization; responsibilities include investment strategy, planning, program management, and fixed asset investments .
• Current roles span governance and operations at Weichai America (Chairman and COO) and corporate executive leadership at Weichai Holding (VP), indicating cross-border industrial and capital deployment expertise .
• Education: M.S. in Technical Economy & Management (Tianjin University, 2005); B.S. in Business Administration (Hebei Institute of Architectural Science and Technology, 2003) .

Equity Ownership

• As of the June 13, 2025 proxy (which predates his October 2025 appointment), Mr. Yang is not listed in PSIX’s beneficial ownership tables; the October 14, 2025 8‑K did not disclose any initial equity grant or holdings for Mr. Yang and stated that Board compensation would be decided later .
• PSIX’s non-employee director equity awards are time-based RS (not performance-based) under the company’s equity plan; director annual equity plus cash is subject to a $500,000 cap per fiscal year .

Governance Assessment

• Board effectiveness and independence

  • Positive: Audit Committee independence maintained per proxy disclosures; Board and committees showed high engagement in 2024 (13 Board meetings; all directors then serving ≥75% attendance) .
  • Structural risk: PSIX is a Nasdaq “controlled company”; Weichai’s majority ownership and Board designee rights concentrate influence and can reduce independence on Nominating and Compensation committees if exemptions are utilized in future .
  • Mr. Yang’s role: As a Weichai designee serving on Nominating and Compensation, oversight of CEO succession, pay, and director nominations entails inherent conflict risk that must be mitigated via strong independent committee processes .

• Related-party exposure

  • Weichai Collaboration Agreement (incl. personnel secondments) and Baudouin distribution arrangement embed ongoing related-party commercial ties; Audit Committee chartered to review and approve such transactions .
  • Mr. Yang-specific: No Item 404(a) transaction disclosed at appointment; indemnification rights granted per standard practice .

• Director compensation alignment

  • Program structure balances cash retainers, meeting fees, and time-based RS for directors; plan-imposed cap of $500,000 per non-employee director per year mitigates outlier grants .
  • Mr. Yang’s compensation was undecided at appointment, so alignment to the standard program remains to be confirmed .

• Attendance and engagement

  • Baseline Board and committee cadence is robust; 2024 attendance thresholds were met or exceeded by all then-serving directors .
  • Mr. Yang joined in Q4 2025; individual attendance data will be assessable in the next proxy cycle.

• RED FLAGS

  • Controlled company status and majority Weichai designees on the Board .
  • Mr. Yang’s simultaneous senior roles at controlling stockholder (Weichai Holding VP; Weichai America Chairman/COO) while serving on PSIX Nominating and Compensation Committees heightens conflict-of-interest risk, requiring vigilant independent oversight and clear recusal protocols .
  • Ongoing related-party commercial arrangements (e.g., Baudouin distribution) necessitate strict Audit Committee review for pricing and fairness .

• Countervailing controls

  • Audit Committee independence affirmed and charter assigns responsibility for related-party transaction oversight .
  • No 404(a) transactions for Mr. Yang at appointment; no family relationships disclosed .

Fixed Compensation (Detail Table – Program Context vs. Mr. Yang)

Performance Compensation (Directors)

• Directors receive time-based RS; no performance metrics are applied to director equity. Minimum vesting generally one year or until next annual meeting at least 50 weeks after prior annual meeting; limited acceleration permitted (death/disability/change in control) .
• 2024 example grants to certain directors were 5,000 RS shares each; vesting date July 10, 2025 (not specific to Mr. Yang) .

Other Notes (Indemnification and Governance Formalities)

• Indemnification: Mr. Yang will receive indemnification to the fullest extent permitted under Delaware law and PSIX bylaws for his Board service .
• No family relationships or 404(a) transactions disclosed for Mr. Yang at appointment .