Zhaoying (Dorothy) Du
About Zhaoying (Dorothy) Du
Zhaoying (Dorothy) Du was appointed General Counsel and Corporate Secretary of Power Solutions International (PSI) effective September 8, 2025, with 20 years of strategic legal experience across U.S. and multinational enterprises and advanced domains including AI, R&D, IP, privacy, governance, and litigation . She holds a JD (UMKC), MA (University of Georgia), and LL.B (Sun Yat-Sen University) and is admitted in multiple U.S. jurisdictions and China . Company performance context: PSI’s 2024 revenue was $476 million and net income $69 million (KPI plan actuals), with cumulative TSR indicating significant appreciation from the 2020 baseline to 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lenovo | Lead, Global Supply Chain Legal | Mar 2025–Sep 2025 | Advised procurement, trade compliance, regulatory risk, contracts across global operations |
| Motorola Mobility (Lenovo) | Director & Global Head of Legal | 2016–Mar 2025 | Oversaw AI, R&D, IP, compliance, data privacy, governance, litigation; enterprise legal leadership |
| The Warranty Group (Assurant) | GC China Operations; Senior Counsel (Compliance & Risk) | 2013–2016 | Led compliance/risk management and GC responsibilities for China operations |
| Freeborn & Peters (now SGR) | Co-Chair, APAC Practice Group | 2005–2012 | Cross-border transactions, securities, M&A, financing, compliance counsel |
| Sonnenschein Nath & Rosenthal (now Dentons) | Attorney | 2005–2012 | Complex commercial and regulatory matters; cross-border advisory |
External Roles
No public company directorships or external board roles were disclosed in the appointment filing or press release .
Fixed Compensation
| Component | Amount / Terms | Source |
|---|---|---|
| Base Salary | $370,000 per annum; no decreases without consent unless uniformly applied to senior management | |
| Sign-on Bonus | $30,000; clawback if voluntary resignation within 1 year (100%) or before 2 years ($15,000) | |
| Automobile Allowance | $800 per month ($9,600/year), subject to withholding | |
| Benefits & Vacation | Eligible for standard company benefits; minimum 4 weeks paid vacation annually | |
| D&O Insurance | Coverage maintained to same extent as other executive officers |
Performance Compensation
| Incentive Type | Target / Structure | Metrics / Mechanics | Vesting | Source |
|---|---|---|---|---|
| Annual KPI Bonus | Target = 50% of base salary; 2025 pro rata from effective date | Company uses KPI metrics; 2024 plan metrics and outcomes below | Annual cash; per KPI plan terms | |
| Long-Term Incentive (LTI) | Target = 60% of base salary; eligible for executive-level equity/LTI including rolling LTI from 2026 | PSI LTI plan (2023–2025): 60% of salary target; 50% time-based (vesting annually, 30% of salary total) and 50% tied to net income over 3 years | Annual vesting (time-based portion); performance portion per 3-year net income | |
| Stock Appreciation Rights (SARs) | 700 SARs; strike at close on grant approval date by Compensation Committee | Settlement per 2012 Plan (cash/Shares/other property; Committee discretion) | Vests in 3 equal installments on anniversaries of Grant Date, continuous employment required |
Detailed KPI framework and outcomes (context for Du’s annual bonus design):
| Metric | Weighting | 2024 Target | 2024 Actual | Payout Earned | Source |
|---|---|---|---|---|---|
| Revenue (USD mm) | 40% | $500 | $476 | 82% of target for metric; 33% contribution | |
| Net Income (USD mm) | 60% | $28 | $69 | 200% of target for metric; 120% contribution | |
| Total Company Performance Achievement | 100% | — | — | 153% of target overall |
SARs vesting detail:
| Grant | Total SARs | Vest Year 1 | Vest Year 2 | Vest Year 3 | Settlement Modality |
|---|---|---|---|---|---|
| Compensation Committee-approved SARs | 700 | 233 on 1st anniversary | 233 on 2nd anniversary | 234 on 3rd anniversary | Per Plan: cash/Shares/other property at Committee discretion |
Equity Ownership & Alignment
- Pledging and hedging are explicitly prohibited for Covered Persons (directors, executive officers, finance personnel), including short selling, derivatives, hedging, margin purchases, and pledging company stock .
- PSI’s Plan permits SAR settlement in cash, Shares, or other property; prior NEO disclosures note cash-settled SARs counting only for beneficial ownership when exercisable, but Du’s settlement form will follow Committee terms under the Plan .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment Status | At-will; termination by either party | |
| Reporting | Reports to CEO; GC leads legal, SOX controls, advisor to Board and senior management | |
| Severance – No Cause | If tenure <48 months: 9 months base salary; if ≥48 months: 12 months base salary; plus unpaid awarded KPI/LTI; COBRA premium share during severance period (with signed release) | |
| Change-in-Control (CIC) | Termination by Employee for Good Reason (material geographic change) within 12 months post-CIC treated as without cause severance | |
| Non-Compete | 12 months post-termination; U.S. and any country where PSI conducts business; exceptions include passive holdings <1% and lawful practice of law (subject to confidentiality) | |
| Non-Solicit | 12 months post-termination; employees and customers/suppliers/vendors | |
| Confidentiality & IP | Strong confidentiality, IP assignment, invention ownership; survives termination | |
| Post-Termination Assistance | Up to 12 months; reimbursed expenses and $250/hour per diem for service |
Performance & Track Record (Company context)
| Metric | 2022 | 2023 | 2024 | Source |
|---|---|---|---|---|
| Net Income (USD thousands) | $11,270 | $26,306 | $69,279 | |
| Value of $100 Investment (Cumulative TSR) | $100 | $68 | $992 |
Governance, Policies, and Clawbacks (Company context)
- Clawback policy aligned with Exchange Act Section 10D, Rule 10D-1, and Nasdaq 5608; requires recoupment of excess incentive compensation over three completed fiscal years preceding any required restatement .
- PSI is a controlled company (Weichai majority owner), with governance exemptions under Nasdaq rules; Compensation Committee oversees executive compensation and equity plans .
Investment Implications
- Pay-for-performance alignment: Du’s annual bonus ties into KPI plan emphasizing revenue and net income; PSI delivered 153% achievement in 2024 KPI metrics, indicating a structure that can produce leveraged payouts when profitability inflects .
- Retention and mobility risk: Severance at 9–12 months base pay and non-compete/non-solicit for 12 months provide moderate retention and limit immediate competitive exits; CIC “Good Reason” narrowly defined (geographic relocation), curbing opportunistic CIC payouts .
- Insider selling pressure: Initial equity is SARs vesting in thirds; under PSI’s Plan, SARs can be cash- or share-settled—if cash-settled, share sale overhang is reduced; settlement form will be set by the Compensation Committee .
- Alignment safeguards: Company-wide prohibitions on hedging and pledging materially improve alignment and reduce governance red flags; clawback framework adds downside accountability .