Power Solutions International, Inc 10-K/A, filed Apr 30, 2025
Power Solutions International, Inc. (PSIX)
About this 10-K/A
Power Solutions International, Inc filed this 10-K/A on April 30, 2025, covering the fiscal year ended December 31, 2024.
Table of Contents
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) | |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Page |
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1 |
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2 |
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Item 10. |
Directors, Executive Officers and Corporate Governance | 2 | ||||
Item 11. |
Executive Compensation | 7 | ||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 12 | ||||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence | 14 | ||||
Item 14. |
Principal Accounting Fees and Services | 16 | ||||
17 |
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Item 15. |
Exhibits, Financial Statement Schedules | 17 | ||||
Item 16. |
Form 10-K Summary | 21 | ||||
22 |
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this Amendment that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may involve risks and uncertainties. These statements often include words such as “anticipate,” “believe,” “budgeted,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “may,” “outlook,” “plan,” “projection,” “should,” “target,” “will,” “would” or similar expressions, but these words are not the exclusive means for identifying such statements. These forward-looking statements include statements subject to a number of risks, uncertainties and assumptions that may cause actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements.
The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements include, without limitation; the factors discussed in Item 1A. Risk Factors in the Original 10-K; the impact of the macro-economic environment in both the U.S. and internationally on our business and expectations regarding growth of the industry; uncertainties arising from global events (including the Russia-Ukraine and Israel-Hamas conflicts), natural disasters or pandemics, and their impact on material prices; the effects of strategic investments on our operations, including our efforts to expand our global market share and actions taken to increase sales growth; the ability to develop and successfully launch new products; labor costs and other employment-related costs; loss of suppliers and disruptions in the supply of raw materials; the Company’s ability to continue as a going concern; the Company’s ability to raise additional capital when needed and its liquidity; uncertainties around the Company’s ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any time of the loans under the Company’s uncommitted revolving credit agreement through the exercise by any lender of its demand right in its Revolving Credit Agreement; the impact of rising interest rates; changes in economic conditions, including inflationary trends in the price of raw materials; our reliance on information technology and the associated risk involving potential security lapses and/or cyber-attacks; the ability of the Company to accurately forecast sales, and the extent to which sales result in recorded revenues; changes in customer demand for the Company’s products; volatility in oil and gas prices; the impact of U.S. tariffs on imports and exports; the impact of supply chain interruptions and raw material shortages, including compliance disruptions such as the Uyghur Forced Labor Prevention Act (the “UFLPA”) delaying goods from China; the potential impact of higher warranty costs and the Company’s ability to mitigate such costs; any delays and challenges in recruiting and retaining key employees consistent with the Company’s plans; the potential effects of damage to our reputation or other adverse consequences if our employees, suppliers, sub-suppliers or other contract parties, agents or business partners violate anti-bribery, competition, export and import, trade sanctions, data privacy, environmental, human rights or other laws; and the impact of unanticipated changes in our effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities.
The Company’s forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS AND EXECUTIVE OFFICERS
Directors
The following table and biographical summaries set forth, with respect to each member of the Board of Directors for the Company (the “Board”) as of April 24, 2025, his committee membership, his age, the year in which he first became a director of the Company, and whether or not Weichai America Corp. (“Weichai America”), a wholly-owned subsidiary of Weichai Power Co., Ltd (“Weichai Power”) (Weichai America and Weichai Power, herein together referred to as “Weichai”) designated such director to serve on the Board pursuant to the Investor Rights Agreement (as described in the “Related Person Transactions” section in this Amendment) entered into by the Company and Weichai:
| Name |
Position |
Committee |
Age | Director Since |
Weichai | |||||
| Jiwen Zhang | Chairman of the Board | Strategic (Chair) | 54 | 2023 | Yes | |||||
| Kui Jiang | Director | Compensation; Nominating (Chair) | 61 | 2024 | Yes | |||||
| Gengsheng Zhang | Director | Nominating; Strategic | 57 | 2022 | Yes | |||||
| Kenneth W. Landini | Director | Audit | 68 | 2001 | No | |||||
| Frank P. Simpkins | Director | Audit (Chair); Nominating; Strategic | 62 | 2017 | No | |||||
| Hong He | Director | Audit; Compensation (Chair) | 56 | 2019 | No | |||||
| Fuzhang Yu | Director | Compensation | 38 | 2023 | Yes |
| Jiwen Zhang | Age: 54 | Chairman of the Board | ||
| PSI Committee: | ||||
| • Strategic Committee (Chair) |
Biography: Mr. Jiwen Zhang has served as a director and Chairman of the Board of the Company since March 29, 2023. Mr. Zhang also has served as the Chair of the Strategic Committee since May 4, 2023.
Mr. Jiwen Zhang has served as Chief Executive Officer of Weichai America, which focuses on researching and developing a full line of off-road natural gas engines and engine components, since February 2023, and previously served as Chairman of Weichai America from February 2023 until April 2024. Weichai America is a wholly owned subsidiary of Weichai Power, a publicly traded company on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange. Mr. Jiwen Zhang has over twenty years of experience in the engine industry. From January 2013 to December 2022, Mr. Jiwen Zhang served as President of Kohler Power Systems, a multinational company located in Wisconsin, which specialized in diesel and gaseous generators, and was responsible for oversight of the global business operations. Prior to this, Mr. Jiwen Zhang served as Managing Director Commercial of Fiat Powertrain APAC from September 2010 to December 2012, Vice President of Volvo Penta Region Asia from May 2002 to August 2010, and Customer Service General Manager of a Caterpillar distributor Lei Shing Hong machinery from September 1994 to April 2002.
Mr. Jiwen Zhang earned his EMBA from University of Texas at Arlington and Bachelor’s degree of Mechanical & Electrical Engineering from University of Science and Technology of China. Mr. Jiwen Zhang serves on the Board as a Weichai designee.
Mr. Jiwen Zhang brings to the Board extensive and effective leadership experience demonstrated through his executive and management roles at leading engine manufacturers.
| Kui Jiang | Age: 61 | PSI Committees: | ||
| • Compensation Committee | ||||
| • Nominating Committee (Chair) |
Biography: Mr. Jiang has served as a Director since May 23, 2024. Mr. Jiang also serves as the Chair of the Nominating and Governance Committee (“Nominating Committee”) and a member of Compensation Committee. Mr. Jiang previously served as a member of the Board of the Company from 2017 to 2020.
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Mr. Jiang has served as Senior President of Weichai Power Co., Ltd and the Chairman of the Board of Directors of Weichai America since 2024. Mr. Jiang served as President of Shandong Heavy Industry Group Co., Ltd, a leading automobile and equipment manufacturing group, from 2009 to 2023. Prior to that, Mr. Jiang has held various leadership positions, including Executive Deputy General Manager and Vice Chairman of Weichai Group Holdings Limited; Vice President of Shantui Construction Machinery Co., Ltd.; Chairman of Strong Construction Machinery Co., Ltd.; Chief Engineer and Deputy General Manager of Shantui Import and Export Company; and Deputy General Manager of Shantui Engineering Machinery Co., Ltd. Mr. Jiang has served as a member of the Supervisory Board of KION GROUP AG, a global leader in industrial trucks, related services and supply chain solutions publicly-traded on the Frankfurt Stock Exchange; a member of the Board of Directors of Sinotruck, a truck manufacturer publicly-traded on the Hong Kong Stock Exchange; a member of the Board of Directors of Ballard Power Systems Inc., a company in fuel cell production publicly-traded on NASDAQ; a member of the Board of Hydraulics Drive Technology Beteiligungs GmbH, Chairman of Strong Construction Machinery Co., Ltd.; and a member of the Board of Directors of Weichai Power, a publicly traded company on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange and a leading global designer and manufacturer of diesel engines.
Mr. Jiang earned his Master of Business Administration from Wright State University and Bachelor’s degree of Engineering from the Automobile Engineering Department of Tsinghua University. Mr. Jiang serves on the Board as a Weichai designee.
Mr. Jiang brings to the Board extensive managerial experience and leadership gained through his executive roles at leading engine manufacturers.
| Gengsheng Zhang | Age: 57 | PSI Committees: | ||
| • Nominating Committee | ||||
| • Strategic Committee |
Biography: Mr. Gengsheng Zhang has served as a director of the Company since September 16, 2022. In addition, he serves as a member of the Nominating Committee and the Strategic Committee.
Mr. Gengsheng Zhang has served as Vice General Manager of SHIG since July 2023. Previously, he served as Director of International Cooperation and Business Synergy Department for SHIG from March 2022 to June 2023. Mr. Zhang previously served as Deputy General Manager of Weichai Group, a multi-field and multi-industry international group which owns six business segments of powertrain, intelligent logistics, automotive, construction machinery, luxury yacht, and finance & after-services, from August 2020 to March 2022. Prior to Weichai Group, he served as Assistant General Manager of Weichai Group (and later as Deputy General Manager) and Chairman and Chief Executive Officer of SHIG India Pvt Ltd., a subsidiary of SHIG, from December 2019 to August 2020. Prior to that, he served as Assistant General Manager of Weichai Group and General Manager of Shandong Weichai Import & Export Company, from May 2012 to December 2019. Prior to that, he served as Director of Weichai International Service Department from October 2005 to May 2012. Earlier in his career, Mr. Gengsheng Zhang was employed in various leadership and engineering roles at manufacturing organizations.
Mr. Gengsheng Zhang earned a Bachelor’s degree in Engineering from Shandong Polytechnic University in 1990 and an EMBA from China-Europe International Business School in 2014. Mr. Gengsheng Zhang serves on the Board as a Weichai designee.
Mr. Gengsheng Zhang brings to the Board in-depth management experience in manufacturing and engineering.
| Kenneth W. Landini | Age: 68 | PSI Committees: | ||
| • Audit Committee |
Biography: Mr. Landini has served as a director of the Company since 2001 and assisted in the development and growth of the Company’s business since 1985. Mr. Landini is a member of the Audit Committee. From August 7, 2017 to January 19, 2021, Mr. Landini was the Chair of the Compensation Committee. He also served as a member of the Nominating Committee from April 2017 to January 19, 2021.
Mr. Landini previously served as the Vice President of Finance for the Company’s subsidiary, Power Great Lakes, Inc., from December 1985 to March 1988 and assisted the Company in establishing distributor relationships and expanding the territories into which the Company provides its power systems. Mr. Landini is a Partner and Co-founder of Landini, Reed & Dawson, P.C., a certified public accounting and consulting firm in southeastern Michigan, which was established in 1988.
He holds a Bachelor of Arts degree from Albion College and is a licensed Certified Public Accountant in the state of Michigan. Mr. Landini qualifies as an “Audit Committee Financial Expert” under applicable SEC regulations and has substantial audit experience gained from his tenure as a partner at a certified public accounting and consulting firm.
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Mr. Landini brings to the Board an in-depth knowledge and understanding of the Company’s business and operations, having served as Vice President of Finance for one of the Company’s subsidiaries.
| Frank P. Simpkins | Age: 62 | PSI Committees: | ||
| • Audit Committee (Chair) | ||||
| • Nominating Committee | ||||
| • Strategic Committee |
Biography: Mr. Simpkins has served as a director of the Company since July 13, 2017. Mr. Simpkins is the Chair of the Audit Committee and is also a member of the Nominating Committee and the Strategic Committee.
Mr. Simpkins has over 25 years of executive management and financial experience. From June 2016 to December 2016, he served as Chief Financial Officer of Emerson Network Power, part of Emerson Electric Co., a publicly traded company on the New York Stock Exchange (the “NYSE”). From 2006 to 2015, Mr. Simpkins served as Vice President and Chief Financial Officer of Kennametal Inc., a publicly traded company on the NYSE and a global leader in the design and manufacture of engineered components, advanced materials and cutting tools. Prior to that role, Mr. Simpkins held various positions within Kennametal since 1995. Prior to Kennametal, he worked as a Manager for PricewaterhouseCoopers from 1986 to 1995.
Mr. Simpkins has served on the Advisory Board of Anovion, an advanced battery materials business in North America for synthetic graphite anode materials since September 2022. Mr. Simpkins has been a member of the Board of Directors of EXRO Technologies since July 2023 and is also the Chair of the Audit Committee and a member of the Nominating Committee.
He holds a Bachelor of Science degree in Accounting from Pennsylvania State University. Mr. Simpkins qualifies as an “Audit Committee Financial Expert” under applicable SEC regulations and has substantial public-company reporting experience gained from his roles as Chief Financial Officer during his career.
Mr. Simpkins brings to the Board significant management experience, as well as his experience as a Chief Financial Officer.
| Hong He | Age: 56 | PSI Committees: | ||
| • Audit Committee | ||||
| • Compensation Committee (Chair) |
Biography: Mr. He has served as a director of the Company since November 14, 2019. Mr. He is the Chair of the Compensation Committee and is also a member of the Audit Committee.
Mr. He has served as Director, Financial Planning & Analysis for CytomX Therapeutics (“CytomX”), a Nasdaq-listed biotechnology company, since February 2021, and previously served as a Consultant to CytomX beginning in February 2020. Previously, Mr. He served as Director of Finance and Reporting for Blackthorn Therapeutics, a clinical-stage biotechnology company, from June 2019 to December 2019. Prior to that, Mr. He served as the Head of Finance at GenapSys, Inc. from 2018 until May 2019. From 2014 until 2018, Mr. He was the Finance Director of SciClone Pharmaceuticals, Inc., a Nasdaq-listed specialty pharmaceutical company with its main operations in China.
Mr. He earned his Bachelor of Science degree in Accounting from Beijing University of Technology in July 1992 and his Master of Business Administration degree from University of Chicago Booth School of Business in December 2006. Mr. He is a U.S. certified management accountant and a China certified public accountant. Mr. He qualifies as an “Audit Committee Financial Expert” under applicable SEC regulations and has substantial public company reporting experience gained from his roles as a financial officer and controller of public companies during his career.
Mr. He brings to the Board substantial financial and managerial experience gained through leadership roles at public companies.
| Fuzhang Yu | Age: 38 | PSI Committee: | ||
| • Compensation Committee |
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Biography: Mr. Yu has served as a director of the Company since July 2023. In addition, Mr. Yu is a member of the Compensation Committee.
Mr. Yu has served as Director of the Overseas Finance Department of Weichai Group since May 2023 and Vice Director from January 2023 to May 2023. Prior to that, Mr. Yu served as Chief Financial Official of Shaanxi Hande Axle Co., Ltd, a leading commercial vehicle axle manufacturer in China from February 2021 to January 2023. From February 2019 to February 2021, Mr. Yu served as Chief Financial Officer of Weichai Ballard Co., Ltd (“Weichai Ballard”), a joint venture of Weichai Power and Ballard Power Systems Inc. Prior to his role at Weichai Ballard, Mr. Yu served in various leadership roles in the Finance Department at Weichai Power from January 2009 to February 2019.
Mr. Yu earned his Bachelor’s degree in Management from Beijing Forestry University, China in 2009. Mr. Yu is a China certified public accountant.
Mr. Yu brings to the Board extensive accounting experience as well as management experience through his roles at engine manufacturers.
Executive Officers
The following table sets forth certain information with respect to the Company’s executive officers as of April 24, 2025.
| Name |
Age | Executive Officer Since | Present Position with the Company | |||
| C. (Dino) Xykis |
66 | 2021 | Chief Executive Officer | |||
| Xun (Kenneth) Li |
55 | 2022 | Chief Financial Officer | |||
| Randall Lehner(1) |
53 | 2024 | General Counsel |
| (1) | Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
The narrative descriptions below set forth the employment and position with the Company, principal occupation and education for each of the Company’s current executive officers.
C. (Dino) Xykis was appointed as the Chief Executive Officer on April 24, 2023, after serving as Interim CEO since June 2, 2022. Mr. Xykis also served as the Company’s Chief Technical Officer from March 15, 2021 until July 9, 2024. He is responsible for the oversight of the Company and its advanced product development, engineering design and analysis, on-highway engineering, applied engineering, emissions and certification, Waterford, Michigan engineering operations, program management and product strategic planning. Since joining the Company in 2010 and until his appointment as Chief Technical Officer in March 2021, Mr. Xykis served as Vice President of Engineering for the Company. He has more than 30 years of professional experience in multi-disciplined engineering areas including senior management and executive positions at various companies including Cummins Inc., a publicly traded company on the NYSE, and Generac Power Systems, a publicly traded company on the NYSE. Mr. Xykis also served as Adjunct Professor of Mechanical Engineering and Mechanics at the Milwaukee School of Engineering and previously served on the audit and compensation committees of the Board of Directors of Image Sensing Systems, a publicly traded company on Nasdaq, from 1996 to 2001. Mr. Xykis has also served on the advisory board of Civil, Environmental, and Geo-Engineering, College of Science and Engineering, University of Minnesota for the past eight years.
Mr. Xykis holds a Bachelor’s degree in Structural Engineering, a Master’s degree in Vibration/Dynamics, and a PhD. in Structural/Applied Mechanics from the University of Minnesota, Minneapolis.
Xun (Kenneth) Li was appointed as the Chief Financial Officer on August 26, 2022. Mr. Li is an accomplished executive who has more than 20 years of professional experience in the areas of finance, accounting, financial planning & analysis, internal controls and strategy, among others. Most recently, Mr. Li served as Chief Financial Officer for ND Paper, a leading pulp, packaging and paper company, from 2020 to August 2022, where he was a member of the executive leadership management team with primary responsibility for finance, accounting, tax, auditing, treasury, risk management, internal audit, and strategic planning, among other areas, and served as a strategic advisor to the Chief Executive Officer. Prior to this role, Mr. Li was with Caterpillar Inc., a publicly traded company on the NYSE, from 2008 through 2020, where he served in various financial leadership positions, the most recent of which was chief financial officer of the global mining machine product group from 2013 to 2020. Prior to Caterpillar, Mr. Li was with Ford Motor Company, a publicly traded company on the NYSE, where he held finance leadership roles of increasing responsibility, from 2003 to 2008.
Mr. Li earned the Masters in Business Administration degree with high distinction and a Master of Science (M.S.) degree in Accounting, both from the University of Michigan. He also holds an M.S. in Mechanical Engineering from the University of Oklahoma and a Bachelors of Science degree in Mechanical Engineering from Shanghai JiaoTong University. Mr. Li is also a certified public accountant in the state of Illinois.
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Randall Lehner was appointed as the General Counsel effective March 4, 2024. Mr. Lehner is an accomplished Legal Counsel who has more than 20 years of legal experience in the areas of complex commercial litigation, arbitration, regulatory compliance, internal controls and strategy, among others. Most recently, from May 2020 to February 2024, Mr. Lehner served as associate general counsel for Guaranteed Rate, LLC, a leading mortgage company, where he was a member of the executive leadership management team with primary responsibility for litigation and legal risk management. Prior to this role, from 2015 through 2020, Mr. Lehner was a partner with Kelley Drye & Warren LLP, where his practice focused on commercial litigation, regulatory, internal investigations and government enforcement actions. Prior to Kelley Drye & Warren LLP, from 1997 to 2014, Mr. Lehner worked at several other prestigious law firms.
Mr. Lehner holds a Juris Doctor degree from Duke University with high honors. He also holds a Bachelor of Arts degree in political science from the University of Michigan with high honors.
Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s Common Stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish PSI with copies of all Section 16(a) forms they file.
To the Company’s knowledge, including PSI’s review of the copies of such reports furnished to the Company and written representations that no other reports were required during 2024, all Section 16(a) filing requirements were satisfied on a timely basis, except the following reports: (i) four Form 4s filed on July 29, 2024, September 24, 2024, October 29, 2024 and December 30, 2024 (reporting three, three, one and three transactions, respectively) for Gary Winemaster; (ii) two Form 4s filed on May 24, 2024 and October 9, 2024 (reporting three and nine transactions, respectively) for C. Dino Xykis; and (iii) two Form 4s filed on March 15, 2024 and April 29, 2024 (reporting two and two transactions, respectively) for Neil Gagnon, who beneficially owned more than ten percent of the Common Stock at that time.
CORPORATE GOVERNANCE
Audit Committee
The Company has a separately designated Audit Committee. Each member of the Audit Committee is financially literate, and the Board has determined that each of Mr. Simpkins, the Chair of the Audit Committee, and Mr. He and Mr. Landini qualify as an “Audit Committee Financial Expert” as defined in applicable SEC rules because each meets the requirement for past employment experience in finance or accounting, requisite professional certification in accounting or comparable experience. The Board has determined that each of Mr. Simpkins, Mr. Landini and Mr. He meets the independence requirements for audit committee members under Nasdaq rules.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of PSI’s employees, officers and directors, including those officers responsible for financial reporting. The Code of Ethics is available on the Company’s website at www.psiengines.com under “Investors” and then “Governance.” The information on our website is not part of this Amendment and is not deemed to be incorporated by reference herein.
Compensation Committee Interlocks and Insider Participation
The Company has a separately designated Compensation Committee consisting of Mr. He, the Chair, Mr. Jiang and Mr. Yu. None of Mr. He, Mr. Jiang or Mr. Yu, the members of the Compensation Committee, was an officer or employee of the Company during the Company’s last fiscal year or had any relationship requiring disclosure by the Company pursuant to Item 404 of Regulation S-K. There are no interlocking relationships requiring disclosure by the Company pursuant to Item 407(e)(4)(iii) of Regulation S-K.
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| • | Short selling (i.e., selling Company securities you do not own at the time of sale); |
| • | Buying or selling put options, call options or other derivative securities relating to the Company on a securities exchange or in any other organized securities market; |
| • | Engaging in hedging transactions, such as “costless collars” and forward sale contracts; |
| • | Purchasing Company securities on margin; or |
| • | Pledging the Company’s stock and/or borrowing against it in a margin account. |
| • | C. (Dino) Xykis, Chief Executive Officer; |
| • | Xun (Kenneth) Li, Chief Financial Officer; and |
| • | Randall Lehner, General Counsel. (1) |
| (1) | Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
| Name and Principal Position |
Year |
Salary |
Bonus (1) |
Option/SAR Awards |
Nonequity Incentive Plan Compensation (2) |
All Other Compensation (3) |
Total |
|||||||||||||||||||||
| C. (Dino) Xykis |
2024 | $ | 539,846 | $ | 71,985 | — | $ | 534,674 | $ | 62,728 | $ | 1,209,233 | ||||||||||||||||
| Chief Executive Officer |
2023 | $ | 472,692 | $ | 317,681 | $ | 216,542 | $ | 383,827 | $ | 58,540 | $ | 1,449,282 | |||||||||||||||
| Xun (Kenneth) Li |
2024 | $ | 385,851 | $ | 38,585 | — | $ | 264,166 | $ | 14,574 | $ | 703,176 | ||||||||||||||||
| Chief Financial Officer |
2023 | $ | 368,308 | $ | 72,273 | — | $ | 209,935 | $ | 10,314 | $ | 660,830 | ||||||||||||||||
| Randall Lehner (4) |
2024 | $ | 282,692 | $ | 38,500 | — | $ | 201,624 | $ | 19,508 | $ | 542,324 | ||||||||||||||||
| General Counsel |
2023 | — | — | — | — | — | — | |||||||||||||||||||||
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| (1) | The amounts reported for each named executive officer in this column for 2024 include (i) for Mr. Xykis: (a) $53,985 for the payment of the 2024 LTI Plan, which is described below under “Long Term Incentive Plan”, and (c) $18,000 for retro payment related to lost wages from 2016; (ii) for Mr. Li: (a) $38,585 for the 2024 LTI Plan payment; and (iii) for Mr. Lehner: (a) $35,000 for the 2024 LTI Plan payment, and (b) $3,500 as a one-time bonus. |
| (2) | The amounts reported for each named executive officer in this column for 2024 represent their 2024 Key Performance Indicator (“KPI”) Plan, amounts. A description of the Company’s 2024 KPI plan is which is described below under “2024 Key Performance Indicator Plan;” |
| (3) | The reported amounts for 2024 in the “All Other Compensation” column include (i) for Mr. Xykis: (a) $2,286 for life insurance premiums, (b) $44,700 for automobile-related expenses (including an automobile and automobile lease allowances), (c) $1,942 for reimbursement of car insurance premiums and gross up of taxes related to reimbursement and (d) $13,800 for 401(k) matching contributions; (ii) for Mr. Li: (a) $774 for life insurance premiums, and (b) $13,800 for 401(k) matching contributions; and (iii) for Mr. Lehner: (a) $311 for life insurance premiums, (b) a car allowance of $8,000 and (c) $11,197 for 401(k) matching contributions. |
| (4) | Mr. Lehner joined the Company effective March 4, 2024 and Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
Employment Agreements with Named Executive Officers
C. (Dino) Xykis. In connection with Mr. Xykis’ appointment as Chief Executive Officer and Chief Technical Officer on April 24, 2023, Mr. Xykis and the Company entered into an employment agreement, effective April 24, 2023 (the “Xykis Employment Agreement”), which supersedes his previous employment-related agreements with the Company. The Xykis Employment Agreement provides for the following: (a) an annual base salary of $525,000; (b) eligibility to participate in any KPI plan, with a target opportunity equal to 70% of his base salary, or as generally determined by the Board for the overall KPI plan; (c) Mr. Xykis’ eligibility to participate in any LTI plan, with a target equal to 60% of his base salary, or as generally determined by the Board for the overall LTI plan; (d) subject to approval by the Compensation Committee, an award of 85,000 SARs with a strike price to be determined at the time of the Compensation Committee’s approval and vesting in essentially three equal installments on the anniversary of the grant date, subject to Mr. Xykis’ continued employment in good standing as of each vesting date (which award was granted on April 25, 2023); (e) an automobile allowance of $1,975 per month towards his automobile lease, $1,750 per month towards the cost of gasoline for travel as long as Mr. Xykis commutes from his current home to the Company’s headquarters, and reimbursement for reasonable amounts spent on auto insurance for the leased vehicle capped at $2,500 per year; and (f) Mr. Xykis’ eligibility to participate in all Company employee benefit programs for which senior employees of the Company are generally eligible. If the Company terminates Mr. Xykis without cause (as defined in the Xykis Employment Agreement), in addition to payment of any accrued obligations, Mr. Xykis would be eligible to receive severance, subject to his execution and non-revocation of a general release of claims in favor of the Company, consisting of: (i) any determined, but unpaid, KPI or LTI bonus relating to the fiscal year prior to the fiscal year of termination; (ii) any prorated KPI or LTI bonus for the fiscal year in which his termination occurs once determined by the Board; (iii) 12 months of base salary continuation payments; and (iv) subject to his election to receive COBRA health insurance, payment by the Company of a proportional share of the premiums owed by Mr. Xykis as if he were still employed by the Company for 12 months. If Mr. Xykis is terminated for cause, any outstanding KPI bonus or LTI award, including any not yet paid for the fiscal year prior to the fiscal year of his termination, and any restricted stock units, unexercised stock options and SARs (whether vested or unvested) will be automatically forfeited. The Xykis Employment Agreement contains certain restrictive covenants, including an indefinite confidentiality provision and IP assignment provision, and non-competition and non-solicitation covenants applicable for one-year post-termination.
As stated above, and as previously disclosed, the Xykis Employment Agreement supersedes his prior employment-related agreements with the Company, including the letter agreement he and the Company entered into on June 15, 2022 related to his appointment as the Company’s Interim Chief Executive Officer, the terms of which were in addition to the terms of his employment agreement with the Company, dated March 15, 2021, that remained in full force and effect and continued to govern his role as the Company’s Chief Technical Officer. For purposes of Mr. Xykis’ 2022 compensation, the Interim Chief Executive Officer letter agreement provided that (i) in addition to his salary, he would receive a bonus paid semi-monthly in the amount of $5,000 per month from June 1, 2022 until such time as a successor Chief Executive Officer was appointed by the Board (the “Interim CEO Term”), subject to an aggregate minimum bonus payment of $25,000 on a pre-tax basis (the “Minimum Bonus Payment”), and (ii) that he was also eligible to receive an award of 3,333 SARs per month during the Interim CEO Term (the “SARs Award”), subject to certain conditions, with an initial award of 20,000 SARs (the “Minimum SARs Award”) as part of the SARs Award due to vest on the one-year anniversary of the grant date, subject to Mr. Xykis’ continued service with the Company through the vesting date. As the Interim CEO Term was greater than 6 months, pursuant to the terms of the letter agreement, Mr. Xykis also received any additional grant of 16,663 SARs as part of the SARs Award granted on April 25, 2023, which vests on the one-year anniversary of the grant date, subject to Mr. Xykis’ continued service with the Company through the vesting date.
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Xun (Kenneth) Li. On August 29, 2022, Mr. Li entered into an employment agreement with the Company, effective August 29, 2022, related to his employment as Chief Financial Officer (the “Li Employment Agreement”). The Li Employment Agreement provides for (i) an annual base salary of no less than $360,000; (ii) a sign-on bonus of $20,000 (subject to reimbursement from Mr. Li if he voluntarily resigns within 1 year from the effective date of his employment); (iii) eligibility to participate in the Company’s KPI plan at a target amount equal to 50% of his base salary or as determined by the Board (with eligibility for 2022 on a prorated basis); (iv) eligibility to participate in the Company’s LTI plan with a target LTI bonus equal to 60% of his base salary or as generally determined by the Company for the overall LTI plan (with eligibility to participate in the stay portion of the LTI plan for 2022 on a prorated basis); and (v) eligibility to receive an award of 30,000 SARs with a strike price determined at the close of business on the day of the Compensation Committee’s approval (i.e., the grant date), vesting in four equal installments on the anniversaries of the grant date subject to Mr. Li’s continued employment with the Company through the vesting date (which award was granted on September 2, 2022). Pursuant to the Li Employment Agreement, Mr. Li is also eligible to participate in the Company’s employee benefit programs on the same basis as its other employees. In the event that Mr. Li’s employment is terminated by the Company without cause (as defined in the Li Employment Agreement), he will be entitled to receive (i) severance equal to his base salary for 6 months if his employment period is less than 48 months, and for 12 months if his employment period is 48 months or longer, subject to his execution and non-revocation of a general release in favor of the Company, and (ii) payment for any KPI bonus or LTI award related to the fiscal year in which the termination occurs, if any, which may be prorated based on when his termination date occurs during the fiscal year. If Mr. Li is terminated for cause (as defined in the Li Employment Agreement), any outstanding KPI bonus or LTI award, including any not yet paid for the fiscal year prior to the year of his termination, and any restricted stock units, unexercised stock options and SARs (whether vested or unvested) will be automatically forfeited. The Li Employment Agreement contains certain restrictive covenants, including an indefinite confidentiality provision and IP assignment provision, and non-competition and non-solicitation covenants applicable for one-year post-termination.
Randall Lehner. On February 8, 2024, the Company entered into an employment agreement with Mr. Lehner (the “Lehner Employment Agreement”). The Lehner Employment Agreement provides that Mr. Lehner’s employment is “at will” and may be terminated at any time by either party. The Lehner Employment Agreement provides for: (i) an annual base salary of $350,000, subject to increase from time to time; (ii) eligibility to participate in the Company’s Key Performance Indictor Plan (the “KPI”) at a target amount equal to 50% of his base salary; (iii) eligibility to participate in the Company’s Long Term Incentive Plan (the “LTI”) with a target LTI bonus equal to 60% of his base salary; and (iv) eligibility to receive a vehicle allowance of $800 per month. In the event that Mr. Lehner’s employment is terminated by the Company without Cause (as defined in the Lehner Employment Agreement) during the employment term, he will be entitled to receive, among other things, (i) severance equal to base salary for nine months if his employment period is less than 48 months, and for one year if his employment period is 48 months or longer; and (ii) any unpaid awarded KPI and LTI bonuses. The Lehner Employment Agreement restricts Mr. Lehner from competing with the Company during the term of the agreement and for one year after termination of his employment with the Company. The Lehner Employment Agreement also restricts Mr. Lehner from soliciting the Company’s customers or employees during the term of the agreement and for one year after termination of his employment with the Company.
Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025 (the “Effective Date”), and entered into a Separation Agreement and Release (the “Separation Agreement”), effective as of the Effective Date, pursuant to which Mr. Lehner became entitled to receive: (a) $350,000, which is equal to 12 months of pay at Mr. Lehner’s then-current annual salary, (b) $19,200, which is equal to 24 months of Mr. Lehner’s then-current car allowance, (c) $38,125.82 in additional consideration and (d) subject to his election to receive continued group health plan coverage under COBRA, continued coverage at active-employee rates for up to 12 months after the Effective Date. Under the Separation Agreement, Mr. Lehner provided customary broad form releases and agreed to confidentiality obligations and other covenants to the Company.
Long-Term Incentive Plan
The Company established an LTI Plan for the period January 1, 2023 to December 31, 2025. Pursuant to the LTI Plan, executives, including the named executive officers, are eligible to receive a target incentive amount (which target incentive amount is equal to 60% of the executive’s base salary), with (i) 50% of the target incentive amount to be received as an incentive that is not tied to performance conditions and (ii) the remaining 50% of the target incentive amount subject to the Company’s performance against a performance indicator based on net income over the three-year performance period. The 50% of the guaranteed target incentive amount (equal to 30% of the executive’s base salary) vests in equal annual installments as follows: (i) one-third vested on December 31, 2023 to be paid out in the first quarter of 2024; (ii) one-third vests on December 31, 2024 to be paid out in the first quarter of 2025; and (iii) one-third vests on December 31, 2025 to be paid out 30 days after 2025 audit results are approved by the Audit Committee. A full description of the Company’s LTI Plan is available at Exhibit 10.35, “Description of Long-Term Incentive Plan” to the Original 10-K.
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2024 Key Performance Indicator Plan
The named executive officers were eligible to earn a cash incentive award for 2024 under the Company’s KPI plan established for 2024 (the “2024 KPI Plan”). For 2024, the annual target incentive opportunity for each named executive officer as a percentage of his or her base salary for the year was 70% for Mr. Xykis, 50% for Mr. Li, and 50% for Mr. Lehner, with their individual cash incentive awards weighted as follows: (i) for Mr. Xykis, 80% was tied to Company performance relative to the Company performance metrics and 20% was tied to individual performance; and (ii) for Mr. Li and Mr. Lehner, 70% was tied to Company performance relative to the Company performance metrics and 30% was tied to individual performance.
The following two separately weighted performance metrics were established as the Company’s performance metrics under the 2024 KPI Plan: (i) gross revenue and (ii) net income. Weightings, performance thresholds and payout ranges are shown in the table below with no payout earned for performance below the threshold. Set forth in the table below are the weightings, performance thresholds and payout ranges for each Company performance metric (dollars in millions).
| Performance Payout Threshold (interpolation used between these points) |
Revenue (in millions) (40% of Goal) |
Net Income (in millions) (60% of Goal) |
||||||
| 0% of Target |
$ | 367 | $ | 21 | ||||
| 100% of Target |
$ | 500 | $ | 28 | ||||
| 200% of Target |
$ | 600 | $ | 38 | ||||
The Company’s 2024 performance in relation to the 2024 KPI Plan’s Company performance metrics resulted in the Company’s performance metrics being achieved at approximately 153.0% of target, as shown below (dollars in millions).
| Performance Metric |
Weighting (%) |
2024 Actual Performance (in millions) |
Earned (%) |
Achieved (%) |
||||||||||||
| Revenue |
40 | % | $ | 476 | 82 | % | 33 | % | ||||||||
| Net Income |
60 | % | $ | 69 | 200 | % | 120 | % | ||||||||
| Total Company Performance Achievement |
100 | % | 153 | % | ||||||||||||
Each named executive officer’s award under the 2024 KPI Plan is shown above in the “Nonequity Incentive Plan Compensation” column of the “Summary Compensation Table.”
2012 Incentive Compensation Plan
The Company maintains the 2012 Incentive Compensation Plan (as amended, the “2012 Plan”), which provides for the grant to employees, directors and consultants of awards of stock options, stock appreciation rights, restricted shares, restricted stock units, deferred stock, performance units, other share-based awards and cash-based awards. The maximum aggregate number of shares of Common Stock that may be issued under the 2012 Plan is 379,516 shares, which may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company in any manner. Unless otherwise provided in an award agreement, upon the occurrence of a Change in Control (as defined in the 2012 Plan) or a grantee’s termination of service by the Company without Cause (as defined in the 2012 Plan) or by the grantee for Good Reason (as defined in the 2012 Plan), in either case with two (2) years after the Change in Control event, all unvested awards shall vest, and for performance awards, all unearned or unvested awards shall be earned and vested based on performance achieved (as determined by the Compensation Committee) on a pro
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rata basis. In addition, upon a Change in Control, the Compensation Committee make adjustments to outstanding awards to reflect the Change in Control, cause such awards to be assumed or replaced by the surviving entity, as applicable, and with respect to stock options and SARs, cancel awards having exercise prices greater than the Change in Control Price (as defined in the 2012 Plan) or cash out such awards. No grants were made under the 2012 Plan during the fiscal year ended December 31, 2024.
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
The table below shows outstanding SAR awards as of December 31, 2024, held by each named executive officer. No stock awards remained outstanding for any named executive officers as of December 31, 2024.
| Option/SAR Awards | ||||||||||||||
| Name | Number of Securities Underlying Unexercised Options/SARs (#) Exercisable |
Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable |
Option/SAR Exercise Price ($) |
Option/SAR Expiration Date | ||||||||||
| C. (Dino) Xykis |
16,663 | 1 | — | 2.99 | April 25, 2033 | |||||||||
| 28,333 | 2 | 56,667 | 2 | 2.99 | April 25, 2033 | |||||||||
| Xun (Kenneth) Li |
15,000 | 3 | 15,000 | 3 | 2.00 | September 2, 2032 | ||||||||
| Randall Lehner |
— | — | — | — | ||||||||||
| (1) | The amount reported represents Mr. Xykis’ outstanding SAR award, effective March 25, 2023, under the 2012 Plan, which vested and became exercisable on April 25, 2024. |
| (2) | The amount reported represents Mr. Xykis’ outstanding SAR award, effective March 24, 2023, under the 2012 Plan, which vests and becomes exercisable in three equal installments on April 25, 2024, April 25, 2025 and April 25, 2026. |
| (3) | The amount reported represents Mr. Li’s outstanding SAR award, effective September 2, 2022, under the 2012 Plan, which vests and becomes exercisable in four equal installments on September 2, 2023, September 2, 2024, September 2, 2025 and September 2, 2026. |
Potential Payments Upon Termination or Change in Control
As of December 31, 2024, the Company had employment agreements with Messrs. Xykis, Li and Lehner that provided for payments upon termination without “cause.” A summary of the payments that Messrs. Xykis’, Li’s and Lehner’s employment agreements provide for upon a termination without “cause” is summarized above under the heading, “Employment Agreements with Named Executive Officers.”
Other than these arrangements and accelerated vesting of equity awards under the 2012 Plan, the Company currently does not have any compensatory plans or arrangements in place that provide for any payments or benefits upon the resignation, retirement or any other termination of any of the named executive officers, as the result of a change in control, or from a change in any named executive officer’s responsibilities following a change in control.
Clawback Policy
The Company has adopted a Clawback Policy that is intended to be consistent with Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608 (“Nasdaq Rule 5608”). In the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Clawback Policy provides that the Company will require recoupment of the excess amount of certain incentive compensation received by certain covered executives during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement.
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Director Compensation
PSI directors generally receive the following compensation for their services as members of the Board (other than as set forth in footnote 3 to the table below):
| • | A cash retainer of $50,000 per year; |
| • | An additional cash retainer of $25,000 per year to the Chairman of the Board and the Chair of the Audit Committee; |
| • | An additional cash retainer of $15,000 per year to the Chair of the Compensation Committee; |
| • | 5,000 shares of restricted stock per year; and |
| • | Meeting fees of $1,500 per day for each Board and Committee meeting. |
The Company also reimburses directors for necessary and reasonable travel and other related expenses incurred in connection with the performance of their official duties of attendance at each meeting of the Board or any Committee.
The table below summarizes the compensation paid to each director for their service on the Board for the year ended December 31, 2024:
| Name |
Fees Earned or Paid in Cash | Stock Awards(1) |
Total | |||||||||
| Jiwen Zhang |
$ | 109,500 | — | $ | 109,500 | |||||||
| Shaojun Sun(2) |
$ | 47,258 | — | $ | 47,258 | |||||||
| Frank P. Simpkins |
$ | 124,500 | $ | 117,213 | $ | 241,713 | ||||||
| Kenneth W. Landini |
$ | 80,000 | $ | 117,213 | $ | 197,213 | ||||||
| Hong He |
$ | 99,578 | $ | 117,213 | $ | 216,791 | ||||||
| Gengsheng Zhang(3) |
— | — | — | |||||||||
| Fuzhang Yu(3) |
— | — | — | |||||||||
| Kui Jiang(4) |
$ | 52,742 | — | $ | 52,472 | |||||||
| (1) | Reflects the aggregate grant date fair value of restricted stock granted to Messrs. Simpkins, Landini and He on December 12, 2024, which will vest on July 10, 2025, and related to their 2024 Board service. The grant date fair value is computed in accordance with FASB ASC Topic 718. As of December 31, 2024 Messrs. Simpkins, Landini and He each had 5,000 outstanding shares of restricted stock. |
| (2) | On May 23, 2024, Mr. Sun resigned as member of the Board, effective as of that date. |
| (3) | Mr. Gengsheng Zhang and Mr. Fuzhang Yu did not earn any fees for their 2024 Board and Committee services. |
| (4) | Mr. Jiang was appointed to the Board effective May 23, 2024 and will continue to serve until the Company’s 2025 annual meeting of stockholders or until his successor is duly elected and qualifies. Mr. Jiang has earned fees for his 2024 Board and Committee services but not been paid such fees. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s Common Stock as of April 24, 2025, by:
| • | each person who is known to us to be the beneficial owner of more than 5% of the outstanding shares of the Company’s Common Stock; |
| • | each named executive officer and each director; and |
| • | all of the Company’s executive officers and directors as a group. |
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The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Beneficial ownership of Common Stock is based on 23,008,218 shares of Common Stock issued and outstanding as of April 24, 2025.
Except as otherwise indicated in the footnotes, each of the beneficial owners listed has, to the Company’s knowledge, sole voting and investment power with respect to the indicated shares of Common Stock. Addresses for the beneficial owners are set forth in the footnotes to the table.
| Name and Address of Beneficial Owner(1) |
Number of Shares of Common Stock |
Percent of Outstanding Common Stock |
||||||
| Directors: |
||||||||
| Jiwen Zhang |
— | — | ||||||
| Kenneth W. Landini |
59,000 | * | ||||||
| Frank P. Simpkins |
40,000 | * | ||||||
| Hong He |
28,750 | * | ||||||
| Gengsheng Zhang |
— | — | ||||||
| Fuzhang Yu |
— | — | ||||||
| Kui Jiang |
— | — | ||||||
| Executive Officers: |
||||||||
| C. Dino Xykis(2) |
99,004 | * | ||||||
| Xun (Kenneth) Li(3) |
13,880 | * | ||||||
| Randall Lehner |
— | — | ||||||
| All executive officers and directors as a group (10 individuals) (2)(3)(4) |
240,634 | 1.0 | ||||||
| Parties owning beneficially more than 5% of the outstanding shares: |
||||||||
| Kenneth Winemaster(5) |
2,211,274 | 9.6 | % | |||||
| Gary S. Winemaster(6) |
2,184,790 | 9.5 | % | |||||
| Weichai(7) |
11,749,759 | 51.1 | % | |||||
| * | Less than 1%. |
| (1) | Unless otherwise indicated, the business address of each individual is 201 Mittel Drive, Wood Dale, Illinois 60191. |
| (2) | Includes 65,145 shares underlying currently exercisable stock appreciation rights as of April 24, 2025. Such stock appreciation rights may only be settled in cash. |
| (3) | Includes 13,880 shares underlying currently exercisable stock appreciation rights as of April 24, 2025. |
| (4) | Includes Mr. Lehner, who mutually agreed with the Company to terminate his employment agreement effective April 24, 2025. |
| (5) | According to the Form 4 filed with the SEC on May 16, 2019, Kenneth J. Winemaster beneficially owned 2,211,274 shares of Common Stock directly. Mr. Winemaster served as the Company’s Executive Vice President until January 1, 2022. Open market purchases or sales, if any, by Mr. Winemaster of Common Stock since the date that he ceased serving as the Company’s Executive Vice President are not known by the Company or reported in the table. |
| (6) | According to the Schedule D/A filed with the SEC on April 23, 2025, Gary Winemaster is the beneficial owner of 2,184,790 shares of Common Stock, with the sole power to vote, or direct the vote, and to dispose, or direct the disposition, of 2,184,109 shares of Common Stock and the shared power to vote, or direct the vote, and to dispose, or direct the disposition, of 681 shares of Common Stock. |
| (7) | According to the Schedule 13D/A filed with the SEC on April 26, 2019, Weichai America holds shared voting power with respect to 11,749,759 shares of Common Stock and shared dispositive power with respect to 11,749,759 shares of Common Stock with Weichai Power and Shandong Heavy Industry Group Co., Ltd. The business address of Weichai America is 3100 Golf Road, Rolling Meadows, IL 60008. |
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Equity Compensation Plan Information
The following table summarizes information regarding the securities that may be issued under the 2012 Plan as of December 31, 2024:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities reflected in Column (a)) (c) |
|||||||||
| Equity compensation plans approved by security holders |
75,295 | (1) | $ | 6.88 | (2) | 379,516 | (3) | |||||
| Equity compensation plans not approved by security holders |
— | — | — | |||||||||
| Total |
75,295 | $ | 6.88 | 379,516 | ||||||||
| (1) | Includes outstanding stock appreciation rights. |
| (2) | Represents the weighted average exercise price of outstanding stock appreciation rights. |
| (3) | Includes shares remaining available for issuance under the 2012 Plan as of December 31, 2024. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
RELATED PERSON POLICY AND TRANSACTIONS
Related Person Transactions Policy and Procedures
In the ordinary course of the Company’s business, the Company may from time to time enter into transactions with its directors, officers and 5% or greater stockholders. The Audit Committee is responsible for approving related party transactions, as defined in applicable rules promulgated by the SEC. Our Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflicts of interest situations. Such transactions must be approved by our Audit Committee prior to consummation.
Related Person Transactions
Other than as described below, during the years ended December 31, 2024, and 2023, the Company did not enter into any related person transactions.
Weichai
In March 2017, the Company and Weichai executed a share purchase agreement (the “SPA”) with Weichai. Under the terms of the SPA, Weichai invested $60.0 million in the Company (the “Weichai Transaction”) by purchasing a combination of newly issued common and preferred stock as well as a stock purchase warrant, which significantly strengthened the Company’s financial condition and contributed to the subsequent extinguishment of a $60.0 million term loan.
The stock purchase warrant issued to Weichai (the “Weichai Warrant”) was exercisable for any number of additional shares of Common Stock such that Weichai, upon exercise, would hold 51% of the Common Stock then outstanding on a fully dilutive basis, on terms and subject to adjustments as provided in the SPA. On April 23, 2019, Weichai exercised the Weichai Warrant and increased its ownership to 51.5% of the Company’s outstanding Common Stock, as of such date. With the exercise of the Weichai Warrant in April 2019, Weichai owns a majority of the outstanding shares of the Common Stock of the Company. As a result, Weichai is able to exercise control over matters requiring stockholders’ approval, including the election of the directors, amendment of the Company’s Certificate of Incorporation and approval of significant corporate transactions.
Weichai also entered into an Investor Rights Agreement (the “Rights Agreement”) with the Company upon execution of the SPA. The Rights Agreement provides Weichai with representation on the Company’s Board and management representation rights. According to the Rights Agreement, once Weichai exercised the Weichai Warrant and became the majority owner of the Company’s outstanding
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shares of Common Stock calculated on a fully diluted as-converted basis (excluding certain excepted issuances), the Company became required to appoint to the Board an additional individual designated by Weichai or such additional numbers of individuals so that Weichai designees constitute the majority of the directors serving on the Board. As of the date of this filing, Weichai has four representatives on the Board, which constitutes the majority of the directors serving on the Board.
The Company and Weichai executed a strategic Collaboration Agreement on March 20, 2017, as amended by the First Amendment to Strategic Collaboration Agreement, dated March 26, 2020 and the Second Amendment to Strategic Collaboration Agreement, dated March 22, 2023 (collectively, the “Collaboration Agreement”) in order to achieve their respective strategic objectives and enhance the strategic cooperation alliance to share experiences, expertise and resources. Among other things, the Collaboration Agreement established a joint steering committee, permitted Weichai to second a limited number of certain technical, marketing, sales, procurement and finance personnel to work at the Company and established several collaborations, related to stationary natural-gas applications and Weichai diesel engines. The Collaboration Agreement expires on March 20, 2026.
In January 2022, PSI and Société Internationale des Moteurs Baudouin (“Baudouin”), a France-based marine engine manufacturing subsidiary of Weichai Power, entered into an international distribution and sales agreement which enables Baudouin to bring PSI’s power systems line of products into the European, Middle Eastern, and African markets, which resulted in $1.1 million of sales in 2024. In addition to sales, Baudouin will manage service, support, warranty claims, and technical requests.
On August 30, 2024, the Company entered into a Shareholder’s Loan Agreement (“SLA”) with Weichai, which allows the Company to borrow up to $105.0 million and expires on August 31, 2025. Borrowings under the SLA will incur interest at the applicable SOFR, plus 4.05% per annum. If the interest rate for any loan is lower than Weichai’s borrowing cost, the interest rate for such loan shall be equal to Weichai’s borrowing plus 1.0%. The borrowing requests under the SLA are subject to Weichai’s discretionary approval.
As of December 31, 2024, PSI had $25.0 million of borrowing under the SLA. Since January 1, 2024, with respect to all of the shareholder’s loan agreements in the aggregate, the largest principal amount outstanding was $94,820,000, the amount of principal repaid was $79,820,000 and the amount of interest paid was $9,245,513.
On March 22, 2024, the Company amended one of the four previous shareholder’s loan agreements with Weichai to, among other things, extend the maturity thereof. The $30 Million Loan Agreement provided the Company with a $30.0 million subordinated loan at the discretion of Weichai and was amended to extend the maturity date to March 31, 2025. Borrowings under the $30 Million Loan Agreement bear interest at an annual rate equal to SOFR plus 4.05% per annum. Further, if the applicable SOFR rate was negative, the interest rate per annum should have been deemed as 4.05% per annum. If the interest rate for any loan was lower than Weichai’s borrowing cost, the interest rate for such loan would have been equal to Weichai’s borrowing cost plus 1.0%. All the amended shareholder loan agreements with Weichai were subject to customary events of default and covenants. This $30 Million Loan Agreement was replaced by the SLA.
The Company was also previously party to a $25 Million Loan Agreement with Weichai, which was amended and restated in May 2024. The $25 Million Loan Agreement provided the Company with a $25.0 million subordinated loan. Borrowings under the $25 Million Loan Agreement incurred interest at the applicable SOFR rate, plus 4.05% per annum. Further, if the applicable term SOFR was negative, the interest rate per annum should have been deemed as 4.05% per annum. If the interest rate for any loan under the $25 Million Loan Agreement was lower than Weichai’s borrowing cost, the interest rate for such loan would have been equal to Weichai’s borrowing cost plus 1.0%. This $25 Million Loan Agreement was replaced by the SLA.
The Company was also previously party to a $50 Million Loan Agreement with Weichai, which was amended and restated in November 2023. The $50 Million Loan Agreement provided the Company with a $50.0 million uncommitted facility that was subordinated to the Third Amended and Restated Uncommitted Revolving Credit Agreement and any borrowing requests made under the $50 Million Loan Agreement were subject to Weichai’s discretionary approval. Borrowings under the $50 Million Loan Agreement incurred interest at the applicable SOFR, plus 4.65% per annum and could have been used for general corporate purposes, except for certain legal expenditures which required additional approval from Weichai. Further, if the applicable term SOFR was negative, the interest rate per annum should have been deemed as 4.65% per annum. If the interest rate for any loan was lower than Weichai’s borrowing cost, the interest rate for such loan would have been equal to Weichai’s borrowing cost plus 1.0%. This $50 Million Loan Agreement was replaced by the SLA.
The Company was also previously party to a $130.0 million first Amended Shareholder’s Loan Agreement with Weichai, which was amended and restated in March 2023. This first Amended Shareholder’s Loan Agreement provided the Company with a $130.0 million subordinated loan under which Weichai was obligated to advance funds solely for purposes of repaying outstanding borrowings under the Third Amended and Restated Uncommitted Revolving Credit Agreement with Standard Chartered (the “Credit Agreement”) if the Company was unable to pay such borrowings. The Company and Weichai agreed not to renew this first Amended Shareholder’s Loan Agreement, which expired on March 24, 2024.
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Director Independence
The Board has determined that the Company is a “controlled company,” as defined in Rule 5615(c)(1) of the Nasdaq Marketplace Rules. The Board has based this determination on the fact that Weichai currently owns a majority of the Company’s Common Stock. Under the Nasdaq rules, a company where more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, including:
| • | a majority of the Board consists of independent directors; |
| • | PSI’s Nominating Committee be composed entirely of independent directors; and |
| • | PSI’s Compensation Committee be composed entirely of independent directors. |
In addition to the Nasdaq independence requirements, the Company also applies the independence guidelines set forth in its Corporate Governance Guidelines, which are available on the Company’s website at www.psiengines.com in the “Investors” section, under “Governance” and which are substantially similar to the Nasdaq’s director independence requirements and “controlled company” exemptions. Consistent with this requirement, based on the review and recommendation of the Nominating Committee, the Board reviewed all relevant identified transactions or relationships between each of the Company’s directors, former directors, or any of their family members, and PSI, the Company’s senior management and the Company’s independent registered public accounting firm, and has affirmatively determined that each of Messrs. He, Landini and Simpkins meet the standards of independence under the applicable Nasdaq listing standards. In making this determination, the Board found Messrs. He, Landini and Simpkins to be free of any relationship that would impair his individual exercise of independent judgment with regard to the Company. The Board has also determined that each member of its Audit Committee is independent under Nasdaq Rule 5605(a)(2). The Board found that Messrs. Jiwen Zhang, Kui Jiang, Gengsheng Zhang and Yu are not independent under the applicable Nasdaq listing standards.
Item 14. Principal Accounting Fees and Services.
AUDIT-RELATED MATTERS
Independent Registered Public Accounting Firm Fees
The following table shows the fees for professional services rendered to us by BDO USA, P.C. (“BDO”) for services in respect of the years ended December 31, 2024, and 2023.
| 2024 | 2023 | |||||||
| Audit Fees(1) |
$ | 1,260,748 | $ | 1,309,528 | ||||
| Audit-Related Fees(2) |
— | — | ||||||
| Tax Fees(3) |
— | — | ||||||
| All Other Fees(4) |
— | — | ||||||
|
|
|
|
|
|||||
| Total Fees |
$ | 1,260,748 | $ | 1,309,528 | ||||
| (1) | Audit Fees: Audit fees for the fiscal years 2024 and 2023 include the aggregate fees incurred for the audit of the Company’s annual consolidated financial statements and to review interim quarterly consolidated financial information. |
| (2) | Audit-Related Fees: The Company did not engage BDO for any audit-related services during the 2024 and 2023 fiscal years. |
| (3) | Tax Fees: The Company did not engage BDO for any tax services during the 2024 and 2023 fiscal years. |
| (4) | All Other Fees: The Company did not engage BDO for any other services during the 2024 and 2023 fiscal years. |
In accordance with its charter, the Audit Committee approved in advance all audit services provided by the Company’s independent registered public accounting firm for fiscal year 2024.
Pre-Approval Policy and Procedures
In accordance with its charter, the Audit Committee approves in advance all audit and non-audit services to be provided by the Company’s independent registered public accounting firm.
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PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
EXHIBIT INDEX
The following documents listed below that have been previously filed with the SEC (1934 Act File No. 001-35944) are incorporated herein by reference:
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| * | Filed with this Report. |
| ** | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
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| † | Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request. |
| †† | Management contract or compensatory plan or arrangement. |
| ††† | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the SEC. |
| Item 16. | Form 10-K Summary. |
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of April 2025.
| POWER SOLUTIONS INTERNATIONAL, INC. | ||
| By: | /s/ Xun Li | |
| Name: | Xun Li | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 30th day of April 2025.
| Signature |
Title | |||||
| /s/ C. Dino Xykis |
Chief Executive Officer | |||||
| C. Dino Xykis | (Principal Executive Officer) | |||||
| /s/ Xun Li |
Chief Financial Officer | |||||
| Xun Li | (Principal Accounting Officer) | |||||
| /s/ Jiwen Zhang |
||||||
| Jiwen Zhang | Chairman of the Board and Director | |||||
| /s/ Kui Jiang |
||||||
| Kui Jiang | Director | |||||
| /s/ Gengsheng Zhang |
||||||
| Gengsheng Zhang | Director | |||||
| /s/ Kenneth W. Landini |
||||||
| Kenneth W. Landini | Director | |||||
| /s/ Frank P. Simpkins |
||||||
| Frank P. Simpkins | Director | |||||
| /s/ Hong He |
||||||
| Hong He | Director | |||||
| /s/ Fuzhang Yu |
||||||
| Fuzhang Yu | Director | |||||
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Exhibit 31.3
CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, C. (Dino) Xykis, certify that:
| 1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Power Solutions International, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 30, 2025 | By: | /s/ C. Dino Xykis | ||||
| Name: | C. Dino Xykis | |||||
| Title: | Chief Executive Officer |
Exhibit 31.4
CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Xun Li certify that:
| 1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Power Solutions International, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 30, 2025 | By: | /s/ Xun Li | ||||
| Name: | Xun Li | |||||
| Title: | Chief Financial Officer |
Exhibit 97.1
POWER SOLUTIONS INTERNATIONAL, INC.
CLAWBACK POLICY
Introduction
The Board of Directors of the Company (the “Board”) believes that it is in the best interests of Power Solutions International, Inc. (the “Company”) and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and Nasdaq Listing Rule 5608 (the “Clawback Listing Standards”).
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with the definition in Section 10D of the Exchange Act and the Clawback Listing Standards, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| • | Annual bonuses and other short- and long-term cash incentives that are earned solely or in part by satisfying a financial reporting measure performance goal. |
| • | Stock appreciation rights, restricted stock, stock options, restricted stock units and performance share units that are granted or vest solely or in part on satisfying a financial reporting measure performance goal. |
| • | Proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part on satisfying a financial reporting measure performance goal. |
Financial reporting measures include:
| • | Any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from the financial statements, such as revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA), and net income. |
| • | Company stock price. |
| • | Total shareholder return. |
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board, without regard to any taxes paid by the Covered Executive in respect of the Incentive Compensation paid based on the erroneous data.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
| (a) | requiring reimbursement of cash Incentive Compensation previously paid; |
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| (c) | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| (d) | cancelling outstanding vested or unvested equity awards; and/or |
| (e) | taking any other remedial and recovery action permitted by law, as determined by the Board. |
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, any applicable rules or standards adopted by the Securities and Exchange Commission, and the Clawback Listing Standards.
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Effective Date
This Policy shall be effective as of December 26, 2024 (the “Effective Date”) and shall apply to Incentive Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive Compensation was approved, awarded, or granted to Covered Executives prior to the Effective Date.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with the Clawback Listing Standards and any other rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Relationship to Other Plans and Agreements
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. In the event of any inconsistency between the terms of the Policy and the terms of any employment agreement, equity award agreement, or similar agreement under which Incentive Compensation has been granted, awarded, earned or paid to a Covered Executive, whether or not deferred, the terms of the Policy shall govern.
Acknowledgment
The Covered Executive shall sign an acknowledgment form in the form attached hereto as Exhibit A in which they acknowledge that they have read and understand the terms of the Policy and are bound by the Policy.
Impracticability
The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
3
Exhibit Filing Requirement
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.
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Exhibit A
Acknowledgement
The Board of Directors of Power Solutions International, Inc. has adopted the policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Clawback Policy”) which is applicable to the Company’s Covered Executives.
I, the undersigned, acknowledge that I have received a copy of the Clawback Policy, as it may be amended, restated, supplemented or modified from time to time, and that I have read it, understand it, and acknowledge that I am fully bound by, and subject to, all of the terms and conditions thereof.
In the event of any inconsistency between the terms of the Clawback Policy and the terms of any employment agreement to which I am party, the terms of any compensation plan, program, or arrangement under which Incentive Compensation has been granted, awarded, earned, or paid to me, whether or not deferred, the terms of the Clawback Policy shall govern.
If the Board of Directors determines that any Incentive Compensation I have received must be forfeited, repaid, or otherwise recovered by the Company, I shall promptly take whatever action is necessary to effectuate such forfeiture, repayment, or recovery.
I acknowledge that I am not entitled to indemnification in connection with the Company’s enforcement of the Clawback Policy.
I understand that any delay or failure by the Company to enforce any requirement contained in the Clawback Policy will not constitute a waiver of the Company’s right to do so in the future.
Any capitalized terms used in this Acknowledgement that are not otherwise defined shall have the meaning ascribed to them in the Clawback Policy.
Name:______________________
Job Title:____________________
Date:_______________________
Signature:___________________
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