Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Larry Lei Wu | $162,000 | $900,000 | $694,800 | $0 | $174,496 | $0 | $2,313 | $1,933,609 |
| Chief Executive Officer | ||||||||
| Erica Xiaoyang Wei | 319,602 | 195,000 | 150,540 | 0 | 0 | 0 | 0 | 665,142 |
| Chief Financial Officer | ||||||||
| Marshall Bernes | 360,000 | 0 | 231,600 | 0 | 36,458 | 0 | 0 | 628,058 |
| Head of Brand Center | ||||||||
| Xinyan Hao | 104,583 | 225,000 | 173,700 | 0 | 112,665 | 0 | 2,313 | 618,261 |
| Chief Operating Officer | ||||||||
| Xin Wan | 104,583 | 165,000 | 127,380 | 0 | 104,625 | 0 | 1,730 | 503,319 |
| Chief Technology Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Larry Lei Wu | $1,933,609 | — | — | — |
| Erica Xiaoyang Wei | 665,142 | — | — | — |
| Marshall Bernes | 628,058 | — | — | — |
| Xinyan Hao | 618,261 | — | — | — |
| Xin Wan | 503,319 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Xinyan Hao | RSU | 7,500 | — | $86,850 |
| Xin Wan | RSU | 5,500 | — | 63,690 |
The compensation program is designed to align executive pay with measurable results intended to create value for shareholders, and utilize compensation as a tool to assist in attracting and retaining high-caliber executives. The philosophy is weighted towards providing equity awards to align interests with shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | — |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-07-11 | 85,152,812 | 452,562 | 94,222 | 99.47% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-07-11 | 99.47%a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 48 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $39,958 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Zhiwu ChenIndependent · Audit (Chair) · Nominating and Corporate Governance · Compensation | $66,000 | $114,000 | $0 | $0 | $0 | $180,000 |
| Jan William VisserIndependent · Audit · Nominating and Corporate Governance · Compensation (Chair) | 66,000 | 114,000 | 0 | 0 | 0 | 180,000 |
| Lorri KelleyIndependent · Departed during FY | 55,500 | 85,500 | 0 | 0 | 0 | 141,000 |
| Kenneth E Lebensburger JrIndependent · Audit · Nominating and Corporate Governance (Chair) · Compensation · Newly elected | 33,000 | 28,500 | 0 | 0 | 0 | 61,500 |
| Marshall BernesEmployee director | — | — | — | — | — | 0 |
| Larry Lei WuEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $66,000 |
|---|---|
| Annual equity retainer | $114,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $220,500 |
| Equity awards (grant-date value) | $342,000 |
| All other compensation | $0 |
| Total cost of the board | $562,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | GigaCloud Technology | 2025 | Larry Lei Wu | $162,000 | $694,800 | $0 | $174,496 | $1,933,609 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Larry Lei Wu | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Executive Compensation Tables” · page 33. As printed: 1,933,609. Filing ↗machine: span 294138–294147 |
| 2 | Section 01, Erica Xiaoyang Wei | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Executive Compensation Tables” · page 33. As printed: 665,142. Filing ↗ |
| 3 | Section 01, Marshall Bernes | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Executive Compensation Tables” · page 33. As printed: 628,058. Filing ↗machine: span 338399–338406 |
| 4 | Section 01, Xinyan Hao | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Executive Compensation Tables” · page 33. As printed: 618,261. Filing ↗machine: span 315907–315914 |
| 5 | Section 01, Xin Wan | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Executive Compensation Tables” · page 33. As printed: 503,319. Filing ↗machine: span 327405–327412 |
| 6 | Section 07, pay ratio | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “CEO Pay Ratio”. As printed: 48 : 1. Filing ↗machine: span 418761–418763 |
| 7 | Section 08, Zhiwu Chen | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Director Compensation”. As printed: 180,000. Filing ↗machine: span 147099–147106 |
| 8 | Section 08, Jan William Visser | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Director Compensation”. As printed: 180,000. Filing ↗machine: span 151520–151527 |
| 9 | Section 08, Lorri Kelley | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Director Compensation”. As printed: 141,000. Filing ↗machine: span 160691–160698 |
| 10 | Section 08, Kenneth E Lebensburger Jr | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Director Compensation”. As printed: 61,500. Filing ↗machine: span 156152–156158 |
| 11 | Section 08, Marshall Bernes | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Larry Lei Wu | DEF 14A | 2026-04-30 | 0001857816-26-000047 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-07-14 | 0001857816-25-000083 | Item 5.07 · say-on-pay result. As reported: 99.47% (votes for as printed: 85,152,812). Filing ↗ |
| 14 | Section 09b board cost (computed) | Computed | — | computed | Cash 220,500 + equity 342,000 + all other 0 = 562,500, summed across the director compensation table rows.machine: formula: Σ = 562,500 |
| 15 | GigaCloud Technology (subject), Section 10b CEO total | DEF 14A | 2026-04-30 | 0001857816-26-000047 | CEO total compensation as printed in GigaCloud Technology's own proxy. As printed: 1,933,609. Filing ↗machine: span 294138–294147 |