GULF RESOURCES, INC.
For the period ended Dec 31, 2024. Filed Apr 11, 2025.
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FY2024 · Filed Apr 11, 2025
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Item 11. Executive Compensation
Directors or Executive Officers involved in Bankruptcy or Criminal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
| ● | had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; |
| ● | been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| ● | been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or |
| ● | been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Stockholder Communications
Stockholders can mail communications to the Board, c/o CEO, Gulf Resources Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong Province, 262700, the People’s Republic of China, who will forward the correspondence to each addressee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Company’s directors and executive officers and any beneficial owner of more than 10% of any class of Company equity security to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish copies of the reports to Company.
Set forth below is information regarding the compensation paid during the year ended December 31, 2023 and 2024 to our principal executive officer and principal financial officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report.
FISCAL YEAR 2024 COMPENSATION TABLE
| Name and Principal · Stock · Option · Non-Equity Incentive Plan · Nonqualified Deferred Compensation · All Other | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Position · Year · Salary ($) · Bonus($) · Awards($) · Awards$(1) · Compensation ($) · Earnings ($) · Compensation ($) · Total ($) | ||||||||||
| Xiaobin Liu | 2023 | — | — | 61,200 | (1) | — | — | — | — | 61,200 |
| CEO | 2024 | — | — | — | (1) | — | — | — | — | — |
| Min Li | 2023 | 16,943 | — | 61,200 | (1) | — | — | — | — | 78,143 |
| CFO | 2024 | 16,693 | — | — | (1) | — | — | — | — | 16,693 |
| Naihui Miao | 2023 | 16,943 | — | 61,200 | (1) | — | — | — | — | 78,143 |
| COO | 2024 | 16,693 | — | — | (1) | — | — | — | — | 16,693 |
(1) Represents the dollar amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 718 – “Compensation - Stock Compensation.”
Except as disclosed below under the caption “Compensation of Directors,” we have not paid or accrued any fees to any of our executive directors for serving as a member of our Board of Directors. We do not have any retirement, pension, profit sharing or insurance or medical reimbursement plans covering our officers and directors. Our executive officers are reimbursed by us for any out- of-pocket expenses incurred in connection with activities conducted on our behalf. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone other than our Board of Directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.
Grants of Plan-Based Awards
The Company did not grant any shares of our Common Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive Plan, as amended, during fiscal year 2024.
| FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards · Estimated Future Payouts Under Equity Incentive Plan Awards · All Other Stock Awards: Number of Shares of · Option Awards: Number of Securities · Exercise or Base Price of · Grant Date Fair Value of Stock | |||||||||||
| Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Stocks or Units | Underlying Options | Option Award($) | and Options ($) |
| Xiaobin Liu, CEO | — | — | — | — | — | — | — | — | — | — | — |
| Min Li, CFO | — | — | — | — | — | — | — | — | — | — | — |
| Naihui Miao, COO | — | — | — | — | — | — | — | — | — | — | — |
Narrative Discussion
The following employment agreements were entered into by the Company and the named executive officers:
Xiaobin Liu
The employment agreement for Xiaobin Liu to serve as Chief Executive Officer of the Company was renewed on June 1, 2022 with a term of three years. Xiaobin Liu is also a member of the Board of Directors. Pursuant to the agreement, Mr. Liu’s service shall be compensated in the Company's shares only under the Company’s equity incentive plan.
Min Li
The employment agreement for Min Li to serve as Chief Financial Officer of the Company was renewed on January 1, 2025 with a term of one year. Pursuant to the agreement, Mr. Li shall receive annual cash compensation equal to approximately $18,500 subject to changes in the foreign exchange rate and market conditions and be compensated in the Company’s shares under the Company’s equity incentive plan.
Naihui Miao
The employment agreement for Naihui Miao to serve as Chief Operating Officer of the Company was renewed on June 1, 2022 with a term of three years. Mr. Miao is also a member of the Board of Directors. Pursuant to the agreement, Mr. Miao shall receive annual cash compensation equal to approximately $18,500 subject to changes in the foreign exchange rate and market conditions, and be compensated in the Company’s shares under the Company’s equity incentive plan.
In addition, each of our named executive officers is entitled to participate in any and all benefit plans from time to time, in effect for employees, along with vacation, sick and holiday pay in accordance with policies established and in effect from time to time.
Potential payments upon termination or change-in-control
Assuming the employment of the Company’s named executive officers was to be terminated without cause or for good reason or in the event of change in control, as of December 31, 2024, the following individuals would have been entitled to payments in the amounts set forth opposite to their name in the below table:
| Name | Cash Payment |
|---|---|
| Xiaboin Liu | $0 |
| Min Li | $0 |
| Naihui Miao | $0 |
Recovery of Erroneously Awarded Compensation
None.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth, for each named executive officer, information regarding unexercised stock options, unvested stock awards, and equity incentive plan awards outstanding as of December 31, 2024.
Policies and Practices for Granting Certain Equity Awards
Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees.
The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.
In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.
The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| OPTION AWARDS · STOCK AWARDS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Equity Incentive · Equity Incentive | |||||||||
| Plan Awards: · Equity Incentive · Plan Awards: | |||||||||
| Number of · Number of · Number of · Plan Awards: · Market or Payout | |||||||||
| Securities · Securities · Securities · Number of · Value of Unearned | |||||||||
| Underlying · Underlying · Underlying · Number of Shares · Market Value of · Unearned Shares, · Shares, Units or | |||||||||
| Unexercised · Unexercised · Unexercised · or Units of Stock · Shares or Units of · Units or Other · Other Rights That | |||||||||
| Options (#) | Options (#) | Unearned Options | Option Exercise | Option Expiration | That Have Not | Stock That Have | Rights That Have | Have Not Vested | |
| Name | Exercisable | Unexercisable | (#) | Price ($) | Date | Vested (#) | Not Vested ($) | Not Vested (#) | ($) |
| Xiaobin Liu, CEO | — | — | — | — | — | 0 (1) | — | — | — |
| Min Li, CFO | — | — | — | — | — | 0 (1) | — | — | — |
| Naihui Miao, COO | — | — | — | — | — | 0 (1) | — | — | — |
(1) Represents the shares of Common Stock granted, which are subject to the Awardee’s continued service with the Company, the shares of Restricted Stock shall vest immediately, no longer be subject to restrictions and become transferable pursuant to the terms of the Plan.
Option Exercises and Stock Vested
The following table sets forth aggregate information with respect to each named executive officer regarding the exercise of stock options, stock appreciation rights, and similar instruments and the vesting of restricted stock, restricted stock units and similar instruments, for fiscal year 2024.
FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED
| OPTION AWARDS · STOCK AWARDS | ||||
|---|---|---|---|---|
| Number of Shares · Number of Shares | ||||
| Name Acquired on Exercise (#) | Value Realized on Exercise ($) | Acquired on Vesting (#) | Value Realized onVesting ($) | |
| Xiaobin Liu, CEO | — | — | — | — |
| Min Li, CFO | — | — | — | — |
| Naihui Miao, COO | — | — | — | — |
Compensation Committee Interlocks and Insider Participation
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Compensation of Directors
The following table sets forth information regarding compensation of each director, excluding our executive directors, Xiaobin Liu and Naihui Miao, who do not receive compensation in their capacity as executive directors, for fiscal year 2024.
FISCAL YEAR 2024 DIRECTOR COMPENSATION
| Change in | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pension Value | ||||||||||||
| and | ||||||||||||
| Non-Equity · Nonqualified | ||||||||||||
| Fees Earned · Stock · Option · Incentive Plan · Deferred · All Other | ||||||||||||
| or Paid in · Awards · Awards · Compensation · Compensation · Compensation | ||||||||||||
| Name | Cash ($) | ($)(1) | $ | ($) | Earnings ($) | ($) Total ($) | ||||||
| Ming Yang | $— | — | — | — | — | $— | ||||||
| Yibo Yang | 10,016 | — | — | — | — | 10,016 | ||||||
| Shitong Jiang | — | — | — | — | — | — | ||||||
| Yang Zou | — | — | — | — | — | — | ||||||
| Tengfei Zhang | — | — | — | — | — | — | ||||||
| Shengwei Ma | — | — | — | — | — | — | ||||||
| Dongshan Wang | — | — | — | — | — | |||||||
(1) Represents the dollar amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 – “Compensation – Stock Compensation.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.