Zhao Jin
About Zhao Jin
Appointed to the PSIX Board on October 9, 2025, Zhao Jin serves as a Weichai America designee and member of PSIX’s Strategic Committee; he is Vice General Manager of Weichai Holding Group Co., Ltd. with extensive international operations experience across Weichai subsidiaries and affiliates . His education includes a Bachelor’s degree in Thermal Energy & Power Engineering (Harbin Institute of Technology, 2005) . Under PSIX’s Nasdaq governance framework, Weichai-affiliated directors are deemed not independent; Jin’s affiliation indicates he is not independent per Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shandong Weichai Import & Export Co., Ltd. | General Manager; Chairman | Prior roles (dates not specified) | Led global sales/export operations |
| Weichai Power Equipment Co., Ltd. | Chairman; General Manager | Prior roles (dates not specified) | Oversaw power equipment business lines |
External Roles
| Organization | Role | Tenure | Governance/Influence |
|---|---|---|---|
| Ferretti International Holding S.P.A. | Chairman | Current | Board leadership at marine/luxury assets |
| Ferretti S.P.A. | Director | Current | Board oversight |
| Société Internationale des Moteurs Baudouin | Chairman, Supervisory Board | Current | Oversees marine engine subsidiary of Weichai |
| Weichai Middle East FZE | Chairman | Current | Regional governance, international expansion |
Board Governance
- Committee assignment: Strategic Committee member at PSIX .
- Independence: Not independent under Nasdaq rules due to Weichai employment and designee status; PSIX expressly deems Weichai-affiliated directors non-independent and has adopted controlled-company exemptions upon Nasdaq listing .
- Controlled company context: Weichai owns ~51% of PSIX and designates a board majority; PSIX relies on controlled-company exemptions for board/committee independence .
- Attendance: 2024 board/committee attendance ≥75% for all directors, but Jin was appointed in Oct-2025; no attendance data disclosed for him yet .
Fixed Compensation
- Compensation decision for Zhao Jin was deferred at appointment; Board will determine whether he receives director compensation later .
- PSIX director pay structure (2024):
- Annual cash retainer: $50,000
- Chair retainers: $25,000 (Chairman of Board, Audit Chair); $15,000 (Compensation Chair)
- Equity: 5,000 restricted shares per year
- Meeting fees: $1,500 per day (Board/committee)
| Component | Amount / Terms |
|---|---|
| Annual Cash Retainer | $50,000 |
| Additional Retainer – Chairman of Board | $25,000 |
| Additional Retainer – Audit Chair | $25,000 |
| Additional Retainer – Compensation Chair | $15,000 |
| Equity Grant | 5,000 restricted shares per year |
| Meeting Fees | $1,500 per day |
Evidence of Weichai designees’ compensation practice:
| Director | 2024 Fees Earned | 2024 Stock Awards | Total |
|---|---|---|---|
| Gengsheng Zhang (Weichai designee) | — | — | — |
| Fuzhang Yu (Weichai designee) | — | — | — |
Performance Compensation
- No director-specific performance metrics disclosed; director equity grants are time-based restricted stock (e.g., 5,000-share grants to other directors granted Dec 12, 2024, vesting July 10, 2025) .
- Clawback: PSIX maintains a clawback consistent with Exchange Act Section 10D and Nasdaq Rule 5608; incentive compensation can be recouped upon a restatement (applies to covered executives; directors’ meeting fees/equity not specified) .
| Director Equity Grant Detail (illustrative 2024 grants) | Grant Date | Shares | Vesting |
|---|---|---|---|
| Frank P. Simpkins | Dec 12, 2024 | 5,000 | Vests July 10, 2025 |
| Kenneth W. Landini | Dec 12, 2024 | 5,000 | Vests July 10, 2025 |
| Hong He | Dec 12, 2024 | 5,000 | Vests July 10, 2025 |
Other Directorships & Interlocks
- Weichai/controlled-company interlocks: Jin’s Weichai leadership and board roles mirror PSIX’s majority owner representation and influence (Weichai holds 51.1% as of May 30, 2025) .
- Baudouin transaction linkage: PSI entered a distribution/sales agreement with Baudouin (Weichai subsidiary) driving $1.1M FY2024 sales; Jin chairs Baudouin’s Supervisory Board, creating a related-party nexus that needs strict oversight and recusal where applicable .
Expertise & Qualifications
- International operations, cross-regional management, and overseas marketing of power equipment across Weichai-affiliated entities .
- Thermal energy & power engineering academic background (Harbin Institute of Technology, 2005) .
Equity Ownership
- No beneficial ownership or Form 3 disclosed for Zhao Jin at appointment; compensation and any equity awards for Jin were to be decided later .
- Company policies: Hedging and pledging of PSIX stock are prohibited for directors under the Insider Trading Policy; covered persons may not short, hedge, or pledge company securities .
Governance Assessment
- Independence risk: As a Weichai designee and executive, Jin is not independent under Nasdaq rules; PSIX has adopted controlled-company exemptions, reducing independent oversight on certain committees .
- Related-party exposure: Material dealings with Weichai (shareholder loan facilities up to $105M; prior $25M/$30M/$50M facilities) heighten conflict risk; Jin’s external oversight at Baudouin intersects with PSI’s Baudouin agreement and sales .
- Committee structure safeguards: Audit Committee remains fully independent and reviews/approves related-party transactions; this is a mitigating control .
- Attendance/engagement: 2024 board engagement was high (≥75% attendance), but Jin’s tenure begins 4Q25; monitoring of his attendance and participation in strategic oversight and any recusals on Weichai-linked items is warranted .
RED FLAGS
- Controlled-company status and reliance on Nasdaq exemptions, with Weichai-affiliated directors not independent .
- Weichai financing arrangements and discretionary shareholder loans to PSI (up to $105M) create dependency and potential influence over capital decisions .
- Interlock with Baudouin while PSI has a commercial agreement and recorded sales, requiring robust related-party oversight and director recusal to protect minority investors .
Positive signals
- Independent Audit Committee with financial experts; formal related-party review process .
- Comprehensive insider trading, anti-hedging/pledging, and clawback policies .
Notes
- Director compensation and ownership details for Zhao Jin are not yet disclosed at appointment; PSIX indicated Board will decide compensation later .
- Lead Independent Director role is not disclosed in available filings; Chairman is non-executive and Weichai-affiliated .
References
- Appointment, roles, background:
- Controlled-company and independence treatment:
- PSIX director compensation program and 2024 awards:
- Attendance and committee independence:
- Hedging/pledging and clawback policies:
- Weichai ownership and loans; related-party transactions: