Planet Green Holdings Corp.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 11. EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. For the year ended December 31, 2025, our “named executive officers” and their positions were as follows: Bin Zhou, Chief Executive Officer and Lili Hu, Chief Financial Officer.
Summary Compensation Table
The following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2024 and 2025 for services provided to us and our subsidiaries and VIEs. None of our current executive officers earned compensation that exceeded $100,000 during the fiscal years ended December 31, 2024 or 2025.
| Name and Principal Position · Year · Salary · Bonus · Stock Awards · Option Awards · All Other Compensation · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) | |||||||||||
| Bin Zhou, | 2025 | $96,000 | $ | - | $2,125,000 | $ | - | $ | - | $2,221,000 | |
| Chairman, Chief Executive Officer and Director | 2024 | $96,000 | $ | - | $ | - | $ | - | $ | - | $96,000 |
| - · - · - · - | |||||||||||
| Lili Hu, | 2025 | $84,000 | $ | - | $ | - | $ | - | $ | - | $84,000 |
| Chief Financial Officer Director | 2024 | $84,000 | $ | - | $ | - | $ | - | $ | - | $84,000 |
In October 2020, the Board appointed Bin Zhou as a member of the Board and the Chief Executive Officer. Pursuant to the employment agreement with Mr. Zhou dated October 25, 2020 and renewed on October 25, 2025, we are obligated to pay Mr. Zhou compensation of $96,000 per year. The employment agreement has a term of one year and the employment agreement shall be automatically renewed for an additional year unless either party gives prior written notice of non-renewal to the other party at lease sixty (60) days prior to the termination date of the employment agreement. Under his employment agreement, in the event Mr. Zhou’ s employment is terminated by the Company other than for cause (as defined in his employment agreement) or by reason of his death or disability, or if Mr. Zhou terminates the agreement for “good reason” (as defined in the employment agreement), he will be entitled to three (3) months of severance pay at his then effective salary, plus any accrued and unpaid salary and benefits up to the date of termination and he shall be entitled to retain any options to the extent vested immediate prior to the date of termination. On September 16, 2025, the board resolved to issue 1,100,000 common stock to Bin Zhou under the incentive plan of the Company.
In June 2020, the Board appointed Lili Hu to serve as the Chief Financial Officer. Pursuant to the employment agreement dated June 24, 2020 and renewed on June 24, 2025 with Ms. Hu, we are obligated to pay Ms. Hu compensation of $84,000 per year. The employment agreement has a term of one year and the employment agreement shall be automatically renewed for an additional year unless either party gives prior written notice of non-renewal to the other party at lease sixty (60) days prior to the termination date of the employment agreement. Under her employment agreement, in the event Ms. Hu’ s employment is terminated by the Company other than for cause (as defined in his employment agreement) or by reason of his death or disability, or if Ms. Hu terminates the agreement for “good reason” (as defined in the employment agreement), she will be entitled to three (3) months of severance pay at his then effective salary, plus any accrued and unpaid salary and benefits up to the date of termination and he shall be entitled to retain any options to the extent vested immediate prior to the date of termination.
Director Compensation
The following individuals served as non-employee directors of the Company for fiscal 2025: Luojie Pu, King Fai Leung, and Yang Cao. The following table sets forth information concerning the compensation for our non-employee directors for services rendered during the year ended December 31, 2025. Additionally, we reimburse our non-employee directors for reasonable travel and other out-of-pocket expenses incurred in connection with attending board of director and committee meetings or undertaking other business on behalf of our company.
| Name · Fees Earned or Paid in Cash · Stock Awards · All Other Compensation · Total | ||||||
|---|---|---|---|---|---|---|
| Luojie Pu, | $24,000 | $ | -- | $ | -- | $24,000 |
| King Fai Leung, | $21,600 | $ | -- | $ | -- | $21,600 |
| Yang Cao, | $24,000 | $ | -- | $ | -- | $24,000 |
In August 2022, the Board appointed Luojie Pu to serve as the Director. Pursuant to a director compensation t agreement with Ms. Pu, we are obligated to pay Ms. Pu compensation of $24,000 per year.
In July 2019, the Board appointed King Fai Leung to serve as the Director. Pursuant to a director compensation agreement with Mr. Leung, we are obligated to pay Mr. Leung compensation of $21,600 per year.
In March 2020 the Board appointed Yang Cao to serve as the Director. Pursuant to a director compensation agreement with Ms. Cao, we are obligated to pay Ms. Cao compensation of $24,000 per year.
2025 Equity Incentive Plan
The 2025 Equity Incentive Plan (the “2025 Equity Plan”), was adopted by the Board of Directors and approved by the stockholders on August 29, 2025. The purpose of the 2025 Equity Plan is to attract and retain personnel of the highest caliber, provide incentive for officers, directors, employees and other key persons and to promote the well-being of the Company.
The 2025 Plan is administered by the Board of Directors or the Compensation Committee and permits the issuance of up to 7,000,000 shares of Common Stock upon exercise or conversion of grants and awards made from time to time to officers, directors, employees and consultants. Under the 2025 Equity Plan, the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Subject to the provisions of the plan, the committee determines, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.
Under the 2025 Equity Plan, shares of stock subject to other awards that are forfeited or terminated will be available for future award grants under the 2025 Equity Plan. If a holder pays the exercise price of a stock option by surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the stock option exercise, the number of common shares available under the 2025 Equity Plan may be increased by the lesser of (i) the number of such surrendered shares and shares used to pay taxes; and (ii) the number of shares purchased under such stock option.
Under the 2025 Equity Plan, in the event of a change in the number of shares of Company common stock as a result of a dividend on shares of common stock payable in shares of common stock, or a common stock forward split or a reverse split or other extraordinary or unusual event that results in a change in the shares of common stock as a whole, the administrator shall determine whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the 2025 Equity Plan or the aggregate number of common shares reserved for issuance under the 2025 Equity Plan. Unless terminated by the Board, the 2025 Equity Plan shall continue to remain effective until the earlier of (i) ten (10) years or (ii) the date when no further awards may be granted and all awards granted under the plan are no longer outstanding.
The following table sets forth information as of December 31, 2025 regarding shares of Common Stock that may be issued under the 2025 Equity Plan, which, as of the date of this report, is the only equity compensation plan that has been adopted by our Board of Directors.
| Plan Category · (A) Number of Securities to be issued upon exercise of outstanding options, warrants and rights · (B) Weighted average per share exercise price of outstanding options, warrants and rights · (C) Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | |||||
|---|---|---|---|---|---|
| Equity compensation plans approved by security holders | — | (1) | — | 50,000 | (2) |
| Equity compensation plans not approved by security holders | — | — | — | ||
| (1) | As of December 31, 2025, the Company has not granted any options, warrants or rights under the 2025 Equity Plan. |
| (2) | During the fiscal year ended December 31, 2025, the Company issued an aggregate of 6,950,000 shares of common stock to nine employees under the 2025 Equity Plan. |
Equity Award Grant Practices
Our equity-based incentive awards are designed to align our interests and the interests of our stockholders with those of our employees and consultants, including our Named Executive Officers. The Board or Compensation Committee is responsible for approving equity grants. The Board and Compensation Committee do not take material nonpublic information into account when determining the timing and terms of equity-based awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for any Named Executive Officer grants in fiscal year 2025.
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