DEF 14A of Microvast Holdings, Inc.
Filed Oct 9, 2026 · FY20250001104659-26-115103
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS The following information is provided as of the Record Date.
OUR BOARD OF DIRECTORS
| Name | Age | Position(s) | | Yang Wu | 60 | Chief Executive Officer and Chairman of the Board | | Arthur Wong | 66 | Director | | Yixin Pan | 59 | Director | | Wei Ying | 60 | Director | | Isida Tushe | 39 | President, General Counsel, Corporate Secretary and Director |
OUR BOARD OF DIRECTORS
Yang Wu was elected to our Board as a Class III director in 2021 and was re-elected in 2024 and serves as our Chief Executive Officer and Chairman of the Board. Mr. Wu is the founder of Microvast and has been its Chairman and Chief Executive Officer since its inception in October 2006. Mr. Wu also served as President of the Company from its inception through April 14, 2022, from January 10, 2023 through August 3, 2023, and from February 5, 2024 through April 17, 2024. From 2000 to 2006, Mr. Wu served as chief executive officer at Omex Environmental Engineering Co., Ltd., a water treatment company, which he founded and which was acquired by Dow Chemical Company in 2006. From 1996 to 2000, Mr. Wu served as chief executive officer and founder of Omex Engineering and Construction Inc. Prior to Omex Engineering and Construction, from 1989 to 1996, Mr. Wu was the founder of World Wide Omex, Inc., an agent for a large oilfield service company. Mr. Wu received his bachelor’s degree from Southwest Petroleum University, Chengdu. Mr. Wu is qualified to serve on our Board due to his deep industry expertise and his leadership experience. Mr. Wu is a U.S. citizen and resides in the U.S. Isida Tushe was elected to the Board as a Class III director in 2024 and serves as our President, General Counsel and Corporate Secretary. Ms. Tushe has served as the Company’s General Counsel since March 15, 2023 and as the Company’s Corporate Secretary since May 8, 2023 and was appointed as President of the Company on April 18, 2024. Prior to joining the Company, Ms. Tushe served as the General Counsel and Corporate Secretary at DC Green Bank and mPhase Technologies, Inc., where she oversaw all legal and compliance matters. Prior to that, Ms. Tushe served as the General Counsel of FFP New Hydro LLC, a developer of low-impact hydroelectric energy generation and storage in the United States, overseeing all legal and lobbying functions. Ms. Tushe has also held various senior positions involving finance, commercial and legal aspects of structured finance, M&A, project finance and development, intellectual property and corporate governance, including as VP and Senior Counsel at Pine Gate Renewables, LLC and as VP of Project Finance and Counsel at Fuel Cell Energy, Inc. (NASDAQ: FCEL). Ms. Tushe is qualified to serve on our Board due to her legal and project finance experience, particularly with companies in power generation, renewables and clean technologies. Ms. Tushe is a U.S. citizen and resides in the U.S. Arthur Wong was elected to the Board as a Class II director in 2021 and was re-elected in 2023. Mr. Wong currently serves as an independent director and Chairman of the audit committee of Daqo New Energy Corp. (NYSE: DQ). From March 2019 to June 2024, Mr. Wong served as an independent director and Chairman of the Audit Committee of Canadian Solar Inc. (NASDAQ: CSIQ). From November 2014 to February 2023, Mr. Wong served as an independent director and Chairman of the Audit Committee of Maple Leaf Educational Systems Limited (HKSE: 1317). From March 2020 to March 2022, Mr. Wong served as an independent director of Tarena International, Inc. (NASDAQ: TEDU). From 2008 to 2018, Mr. Wong served as the Chief Financial Officer for Asia New-Energy, Nobao Renewable Energy, GreenTree Inns Hotel Management Group and Beijing Radio Cultural Transmission Company Limited, sequentially. From 1982 to 2008, Mr. Wong worked for Deloitte Touche Tohmatsu in Hong Kong, San Jose and Beijing over various periods of time, with his last position as a partner in the Beijing office. Mr. Wong received a bachelor’s degree in applied economics from the University of San Francisco and a higher diploma of accountancy from Hong Kong Polytechnic University. He is a member of the American Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Wong is qualified to serve on our Board due to his extensive experience and knowledge of accounting and financial matters as well as audit functions. Mr. Wong is both a U.K. citizen and a Hong Kong citizen and resides in China. Yixin Pan was elected to the Board as a Class III director in 2024. Ms. Pan has over 25 years of experience in tech innovation, entrepreneurship, operations, marketing, investment banking, and M&A across multiple industries and for Fortune 500 companies and small emerging technology startups. Most recently, Ms. Pan served as a board member, audit committee member, and the committee chair of the Nomination, Governance and Compensation Committee and the Technology Committee of VIQ Solutions (TSX:VQS). Ms. Pan has served as managing partner of XTVUE, LLC., a boutique investment bank and management consulting firm, since 2008. Ms. Pan earned a Master of Business Administration from Cornell University and a Master of Science in Mechanical Engineering from Northern Illinois University. Ms. Pan is qualified to serve on our Board due to her extensive leadership experience and industry knowledge. Ms. Pan is a U.S. citizen and resides in the U.S. Wei Ying was elected to the Board as a Class I director in 2021. Since December 2014, Mr. Ying has been a managing partner and director of CDH Shanghai Dinghui Bai Fu Investment Management Co., Ltd., a key investment manager entity under CDH Investments Management Limited, and some of its affiliates. Mr. Ying has served as a director of Fountain Set (Holdings) Limited (HKG: 0420) since January 2015, a director of Zhongsheng Group Holdings Limited (OTCMKTS: ZSHGY) since December 2016, a director of Beijing East Environment Energy Technology Co., Ltd. (NEEQ: 831083) since February 2019, a director of Guolian Industry Investment Fund Management (Beijing) Co., Ltd. since February 2014, a director of Ningbo Dingcheng Investment Management Co., Ltd. since March 2018, a director of Shenzhen Tajirui Biomedical Co., Ltd. since July 2018, and as a director of Ningbo Dingyi Asset Management Co., Ltd. since October 2015. Mr. Ying received a bachelor’s degree in accounting from Zhejiang Gongshang University and a Master of Business Administration from the University of San Francisco School of Management. Mr. Ying is a Fund Practitioner and non-practitioner member of China Certified Public Accountant Association. Mr. Ying is qualified to serve on our Board due to his extensive leadership experience and industry knowledge. Mr. Ying is a Hong Kong citizen and resides in Hong Kong.
Guidelines for Selecting Director Nominees
Guidelines for Selecting Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide that persons to be nominated:
Guidelines for Selecting Director Nominees
| • | should have demonstrated notable or significant achievements in business, education or public service; |
Guidelines for Selecting Director Nominees
| • | should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
Guidelines for Selecting Director Nominees
| • | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the Company’s stockholders. |
Guidelines for Selecting Director Nominees
The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The adequacy of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to the Board for approval. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to Microvast Holdings, Inc., Attention: Corporate Secretary, 2929 Briarpark Drive, Suite 400, Houston, Texas 77042.
Compensation Peer Group
Compensation Peer Group The Compensation Committee did not use a formal compensation peer group in establishing or evaluating executive compensation for Fiscal 2025. In January 2026, with the assistance of FW Cook, the Compensation Committee approved a compensation peer group to support its review of executive and non-employee director compensation for Fiscal 2026. The peer group is intended to serve as a market reference for compensation levels and pay structure, including annual and long-term incentive design. In developing the peer group, the Compensation Committee considered a combination of factors intended to identify companies that, in the aggregate, reflect the size, complexity, business characteristics and executive talent market relevant to Microvast. The selection process considered, among other factors, revenue and market capitalization, industry alignment, business exposure to batteries, electric vehicles and renewable energy, and international operations. As a general guideline, the review focused on companies with revenue and market capitalization within approximately one-third to three times Microvast’s, while recognizing that no individual peer would necessarily align with Microvast on every criterion. The Compensation Committee approved the following 16 companies for the Fiscal 2026 compensation peer group:
Compensation Peer Group
| 3D Systems Corporation (DDD) | Alpha and Omega Semiconductor Limited (AOSL) | | Ballard Power Systems Inc. (BLDP) | Columbus McKinnon Corporation (CMCO) | | Douglas Dynamics, Inc. (PLOW) | Enovix Corporation (ENVX) | | Fluence Energy, Inc. (FLNC) | Graham Corporation (GHM) | | Luxfer Holdings PLC (LXFR) | Mayville Engineering Company, Inc. (MEC) | | Plug Power Inc. (PLUG) | Proto Labs, Inc. (PRLB) | | Rogers Corporation (ROG) | Shoals Technologies Group, Inc. (SHLS) | | Solid Power, Inc. (SLDP) | Twin Disc, Incorporated (TWIN) |
Compensation Peer Group
Because the peer group was approved in January 2026, it was not used in determining compensation for Fiscal 2025.
Short-Term Incentives
Short-Term Incentives In Fiscal 2025, the Compensation Committee of the Board established an Annual Incentive Plan (“AIP”), providing short-term cash incentive opportunities for our NEOs. Payouts under the AIP are determined as a percentage of each executive’s annual base salary contingent upon the achievement of specific, pre-determined performance goals including total revenue, operating profit margin and accounts receivable collection targets. For Fiscal 2025, the target opportunities under the AIP were as follows:
Short-Term Incentives
| Name | 2025 Base Salary ($) | Target (% of Salary) | AIP Target | | Yang Wu | 580,000 | 85% | 493,000 | | Rodney Worthen(1) | 210,000 | 20%/50% | 104,702 | | Isida Tushe | 450,000 | 50% | 225,000 | | Dr. Shengxian Wu | 400,000 | 50% | 200,000 | | Dr. Wenjuan Mattis | 400,000 | 50% | 200,000 | | Carl T. Schultz | 420,000 | 50% | 210,000 | | Fariyal Khanbabi | 400,000 | 25% | 100,000 |
Short-Term Incentives
(1) Prior to his appointment as Interim Chief Financial Officer, Mr. Worthen’s target annual bonus opportunity was 20% of his base salary. Upon his appointment as Interim Chief Financial Officer, his target annual bonus opportunity increased to 50% of his base salary. His target bonus opportunity for 2025 was prorated to reflect the portion of the year served as Interim Chief Financial Officer. Short-term incentives pay out between 0% of target and up to a maximum of 120% of target, based on achievement of performance goals. Payouts are linearly interpolated for performance between levels. The following table provides the weight and target goal for each performance metric and our achievement of each in Fiscal 2025:
Short-Term Incentives
| | | 2025 Performance Goals | | | | | | Metric | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (120% Payout) | 2025 Actual Result | Weighted Achievement | | Revenue | 40% | $425M (85% of target) | $500M | $600M (120% of target) | $427.5M | 20.67% | | Operating Profit Margin | 40% | 4.4% (80% of target) | 5.5% | 6.6% (120% of target) | 1.63% | 0% | | AR Collection | 20% | 102 (80% of target) | 85 | 68 (120% of target) | 156 | 0% |
Short-Term Incentives
Overall performance under the 2025 AIP, determined based on actual performance for each metric and relative weighting of each such metric, was achieved at 20.67% of target. As their employment ceased during Fiscal 2025, Mr. Schultz and Ms. Khanbabi were not eligible to receive a payout. Below are the payouts under the 2025 AIP for each NEO based on the performance results:
Short-Term Incentives
| Name | 2025 Base Salary | Target (% of Salary) | AIP Target | Company Achievement | Total 2025 AIP Payout | | Yang Wu | 580,000 | 85% | 493,000 | 20.67% | 101,903 | | Rodney Worthen | 210,000 | 20%/50% | 104,702 | 20.67% | 21,642 | | Isida Tushe | 450,000 | 50% | 225,000 | 20.67% | 46,508 | | Dr. Shengxian Wu | 400,000 | 50% | 200,000 | 20.67% | 41,340 | | Dr. Wenjuan Mattis | 400,000 | 50% | 200,000 | 20.67% | 41,340 | | Carl T. Schultz(1) | 420,000 | 50% | 210,000 | — | 0 |
Short-Term Incentives
| Fariyal Khanbabi(1) | 400,000 | 25% | 100,000 | — | 0 |
Short-Term Incentives
| (1) Mr. Schultz and Ms. Khanbabi were not eligible to receive a 2025 AIP payout following the cessation of their employment during the fiscal year. |
Long-Term Incentives
Long-Term Incentives We provide equity incentive awards to our NEOs to support retention and focus on building long-term stockholder value through their future performance. During Fiscal 2025, we granted annual equity awards in the form of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to our NEOs. For our NEOs, the equity awards were allocated 50% to PSUs and 50% to RSUs. Due to his appointment as Interim Chief Financial Officer in August 2025, Mr. Worthen did not receive an annual equity award for Fiscal 2025. Because her employment terminated before the Fiscal 2025 annual equity awards were granted, Ms. Khanbabi did not receive an annual equity award for Fiscal 2025. In Fiscal 2025, the Compensation Committee approved the following annual equity awards:
Long-Term Incentives
| Name | RSUs (50%) (#) | PSUs (50%) (#) | Total Grant Date Fair Value | | Yang Wu | 450,581 | 450,581 | 3,099,998 | | Rodney Worthen | — | — | — | | Isida Tushe | 75,000 | 75,000 | 516,000 | | Dr. Shengxian Wu | 75,000 | 75,000 | 516,000 | | Dr. Wenjuan Mattis | 50,000 | 50,000 | 344,000 | | Carl T. Schultz | 35,000 | 35,000 | 240,800 | | Fariyal Khanbabi | — | — | — |
2025 RSU Annual Awards
2025 RSU Annual Awards Each annual RSU award granted in Fiscal 2025 will vest ratably in annual installments over three years, subject to the NEO’s continued service through the applicable vesting date.
2025 PSU Annual Awards
2025 PSU Annual Awards The annual PSU awards granted in Fiscal 2025 provide the opportunity to earn and vest in a number of PSUs, based on the Company’s attainment of the same annual performance goals (revenue, operating profit margin, AR collection) as the 2025 AIP. While the PSUs have a one-year performance period, vesting requires NEO’s continued service through the end of the vesting period, which is the third anniversary of the grant date (assuming threshold performance goals are achieved). Based on the performance of the 2025 goals, as described above, 20.67% of the NEOs’ target PSUs granted in Fiscal 2025 will vest on the third anniversary of the grant date, subject to continued service through the vesting date.
One-Time RSU Awards
One-Time RSU Awards In January 2025, Drs. Wu and Mattis and Ms. Tushe were each granted 100,000 RSUs. These RSUs vest in near equal installments on each of December 31, 2025, 2026, and 2027, subject to continued employment with or services to us or one of our affiliates through the vesting date. In connection with his appointment as Chief Financial Officer in April 2025, Mr. Schultz received new-hire equity awards consisting of 35,000 RSUs and an option to purchase 300,000 shares of the Company’s common stock. Both awards vest in equal annual installments over three years, subject to Mr. Schultz’s continued employment through each applicable vesting date. Upon the termination of his employment, the awards were forfeited in full. In connection with his appointment as Vice President of Corporate Strategy in July 2025, Mr. Worthen received an equity award of 15,000 RSUs. The RSUs vest in equal annual installments over three years, subject to his continued employment through each applicable vesting date. Dr. Wu received PSUs in 2023, which will vest, if at all, based on the Company’s achievement of TSR targets during the performance period from January 1, 2023 through December 31, 2025, provided that the recipient continues to provide services to the Company through the date achievement is certified by the Compensation Committee. Relative TSR is measured based on stock price appreciation (including reinvested dividends) of constituent companies in a predetermined peer group during the performance period. Companies in the peer group are ranked based on their TSR during the performance period and PSUs are earned based on the percentile rank of the Company’s TSR during the performance period relative to the TSR of the members of the comparator peer group. The PSUs are earned at 50% of target if the Company TSR performance is achieved at the 25th percentile and 150% of target if the Company TSR performance is achieved at the 75th percentile or higher, with payouts linearly interpolated for performance between levels, and there is 0% payout for Company TSR performance below the 25th percentile. The Compensation Committee reviewed the Company’s relative TSR and determined that the 2023 PSUs were earned at 150% of target.
One-Time RSU Awards
| Measurement Period | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Microvast TSR | Microvast Percentile Rank | Achievement | | 1/1/2023 – 12/31/2025 | 25th percentile | 50th percentile | 75th percentile | 74% | 80th Percentile | 150% |
Equity Award Policies and Practices
Equity Award Policies and Practices Although we have not adopted a formal policy pertaining to the timing of stock option grants to our NEOs, it is our practice not to time the grant of equity awards, including stock options, in relation to the release of material non-public information. Similarly, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In Fiscal 2025, we did not grant any stock options or stock appreciation rights during the period beginning four business days before, and ending one business day after, the filing of a Form 10-Q, Form 10-K, or Form 8-K.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation of our NEOs for the years ended December 31, 2025, 2024 and 2023. Dr. Wu and Ms. Tushe were not NEOs in 2023, and Mr. Worthen, Dr. Mattis, Mr. Schultz, and Ms. Khanbabi were not NEOs prior to 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Nonequity Incentive Plan Compensation ($)(4) | All other compensation ($) | Total Compensation ($) | | Yang Wu Chairman and Chief Executive Officer | 2025 | 573,409 | — | 3,099,998 | — | 101,903 | — | 3,775,310 | | | 2024 | 551,226 | — | 590,000 | — | — | — | 1,141,226 | | | 2023 | 550,008 | — | — | — | 99,000 | — | 649,008 | | Rodney Worthen Chief Financial Officer | 2025 | 204,685 | — | 43,350 | — | 21,642 | — | 269,677 | | Isida Tushe President, General Counsel and Company Secretary | 2025 | 450,000 | — | 715,000 | — | 46,508 | — | 1,211,508 | | | 2024 | 266,940 | 125,000 | — | 890,000 | — | — | 1,281,940 | | | 2023 | — | — | — | — | — | — | — | | Dr. Shengxian Wu Chief Operating Officer | 2025 | 400,000 | — | 715,000 | — | 41,340 | — | 1,156,340 | | | 2024 | 216,940 | 93,750 | — | 890,000 | — | — | 1,200,690 | | | 2023 | — | — | — | — | — | — | — | | Dr. Wenjuan Mattis Chief Technology Officer | 2025 | 400,000 | — | 543,000 | — | 41,340 | — | 984,340 | | Carl T. Schultz Former Chief Financial Officer | 2025 | 122,818 | — | 365,750 | 1,071,000 | — | — | 1,559,568 | | Fariyal Khanbabi Former Chief Financial Officer | 2025 | 118,113 | — | — | — | — | 200,000(4) | 318,113 |
Summary Compensation Table
| (1) The salary amounts for Fiscal 2024 have been adjusted from the numbers previously reported to account for salary changes during the year. |
Summary Compensation Table
| (2) Represents the aggregate grant date fair value of stock awards granted to our NEOs, computed in accordance with stock-based compensation accounting rules. The 2024 stock awards consist of grants of RSUs granted pursuant to the Microvast Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The terms of the 2025 RSUs and 2025 PSUs are summarized in “Elements of Executive Compensation—Long-Term Incentives” above. The assumptions made when calculating the amounts reported are found in Note 20, “Share-Based Payment” to our consolidated financial statements included in Part II, Item 8 of the Annual Report. Assuming maximum level of performance, the aggregate grant date values of the RSUs and PSUs are as follows: |
Summary Compensation Table
| Name | RSUs ($) | Performance Stock Units (“PSUs”) ($) | Total ($) | | Yang Wu | 1,549,999 | 1,859,998 | 3,409,997 | | Rodney Worthen | 43,350 | 0 | 43,350 | | Isida Tushe | 457,000 | 309,600 | 766,600 | | Dr. Shengxian Wu | 457,000 | 309,600 | 766,600 | | Dr. Wenjuan Mattis | 371,000 | 206,400 | 577,400 | | Carl T. Schultz | 245,350 | 144,480 | 389,830 | | Fariyal Khanbabi | 0 | 0 | 0 |
Summary Compensation Table
| (2) Represents the grant date fair value of stock options granted to our NEOs, computed in accordance with stock-based compensation accounting rules. The assumptions made when calculating the amounts reported are found in Note 20, “Share-Based Payment” to our consolidated financial statements included in Part II, Item 8 of the Annual Report. |
Summary Compensation Table
| (3) 2023 and 2025 non-equity incentive plan compensation was earned pursuant to the Company’s short-term cash incentive program. On January 31, 2023 and June 5, 2025, the Compensation Committee of the Board established short-term cash incentive opportunities for our NEOs for 2023 and 2025, respectively, which pay out in cash as a percentage of each NEO’s base salary based on achievement of pre-determined revenue and adjusted gross margin performance goals, each weighted equally. The Compensation Committee set the following bonus targets: for Mr. Wu, 30% of base salary ($165,000) in 2023 and 85% of base salary ($493,000) in 2025; for Ms. Tushe, 50% of base salary ($225,000) in 2025; for Dr. Wu, 50% of base salary ($200,000) in 2025. |
Summary Compensation Table
| (4) The amount reported for Ms. Khanbabi includes $200,000 in cash severance paid in connection with her termination of employment. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table contains information about the equity awards accounted for under ASC 718 granted to our NEOs in Fiscal 2025, including awards that subsequently have been transferred.
Grants of Plan-Based Awards Table
| | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards: Number of Shares Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name and Principal Position | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Yang Wu | 6/5/2025 | — | — | — | — | — | — | 450,581(3) | — | — | 1,549,999 | | | 6/5/2025 | 49,300 | 493,000 | 591,600 | 45,058 | 450,581 | 540,697 | — | — | — | 1,549,999 | | Rodney Worthen | 8/10/2025 | — | — | — | — | — | — | 15,000(5) | — | — | 43,350 | | | | 10,470 | 104,702 | 125,642 | — | — | — | — | — | — | — | | Isida Tushe | 1/23/2025 | — | — | — | — | — | — | 100,000(6) | — | — | 199,000 | | | 6/5/2025 | — | — | — | — | — | — | 75,000(3) | — | — | 258,000 | | | 6/5/2025 | 22,500 | 225,000 | 270,000 | 7,500 | 75,000 | 90,000 | — | — | — | 258,000 | | Dr. Shengxian Wu | 1/23/2025 | — | — | — | — | — | — | 100,000(6) | — | — | 199,000 | | | 6/5/2025 | — | — | — | — | — | — | 75,000(3) | — | — | 258,000 | | | 6/5/2025 | 20,000 | 200,000 | 240,000 | 7,500 | 75,000 | 90,000 | — | — | — | 258,000 | | Dr. Wenjuan Mattis | 1/23/2025 | — | — | — | — | — | — | 100,000(6) | — | — | 199,000 | | | 6/5/2025 | — | — | — | — | — | — | 50,000(3) | — | — | 172,000 | | | 6/5/2025 | 20,000 | 200,000 | 240,000 | 5,000 | 50,000 | 60,000 | — | — | — | 172,000 | | Carl T. Schultz | 6/2/2025 | — | — | — | — | — | — | — | 300,000(6) | 3.57 | 1,071,000 | | | 6/2/2025 | — | — | — | — | — | — | 35,000(8) | — | — | 124,950 | | | 6/5/2025 | — | — | — | — | — | — | 35,000(3) | — | — | 120,400 | | | 6/5/2025 | 21,000 | 210,000 | 252,000 | 3,500 | 35,000 | 42,000 | — | — | — | 120,400 | | Fariyal Khanbabi | — | — | — | — | — | — | — | — | — | — | — | | | — | 10,000 | 100,000 | 120,000 | — | — | — | — | — | — | — |
Grants of Plan-Based Awards Table
| (1) Represents short-term cash incentives opportunities granted pursuant to the Company’s Annual Incentive Plan. |
Grants of Plan-Based Awards Table
| (2) Represents PSUs granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of June 5, 2026, 2027 and 2028. |
Grants of Plan-Based Awards Table
| (3) Represents RSUs granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of June 5, 2026, 2027 and 2028. |
Grants of Plan-Based Awards Table
| (4) Represents RSUs granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of November 8, 2025, 2026 and 2027. |
Grants of Plan-Based Awards Table
| (5) Represents RSUs granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of August 10, 2026, 2027 and 2028. |
Grants of Plan-Based Awards Table
| (6) Represents RSUs granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of December 31, 2025, 2026 and 2027. |
Grants of Plan-Based Awards Table
| (7) Represents options granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of April 21, 2026, 2027 and 2028. |
Grants of Plan-Based Awards Table
| (8) Represents RSUs granted pursuant to the 2021 Plan. These interests will vest in three equal installments on each of April 21, 2026, 2027 and 2028. |
Narrative Disclosure to SCT and Grants of Plan-Based Awards Table
Narrative Disclosure to SCT and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Yang Wu | — | — | — | — | 450,581(2) | 1,261,627 | — | — | | | | | | | 93,135(3) | 260,778 | | | | Rodney Worthen | — | — | — | — | 12,919(4) | 36,173 | — | — | | | — | — | — | — | 15,000(5) | 42,000 | — | — | | Isida Tushe | 333,333(6) | 666,667(6) | 1.29 | 12/5/2034 | — | — | — | — | | | 66,667(7) | 33,333(7) | 1.30 | 3/15/2033 | — | — | — | — | | | 200,000(8) | 100,000(8) | 2.08 | 8/9/2033 | — | — | — | — | | | — | — | — | — | 66,667(9) | 186,668 | — | — | | | — | — | — | — | 75,000(2) | 210,000 | — | — | | | | | | | 15,503(3) | 43,408 | | | | Dr. Shengxian Wu | 333,333(6) | 666,667(6) | 1.29 | 12/5/2034 | — | — | — | — | | | 160,300(10) | — | 6.28 | 7/24/2027 | — | — | — | — | | | 641,200(10) | — | 6.28 | 7/28/2030 | — | — | — | — | | | 480,900(10) | — | 6.28 | 12/25/2030 | — | — | — | — | | | — | — | — | — | 13,333(11) | 37,332 | — | — | | | — | — | — | — | 66,667(9) | 186,668 | — | — | | | — | — | — | — | 75,000(2) | 210,000 | — | — | | | | | | | 15,503(3) | 43,408 | | | | | | | | | 60,000(12) | 168,000 | | | | Dr. Wenjuan Mattis | — | — | — | — | 66,667(9) | 186,668 | — | — | | | — | — | — | — | 50,000(2) | 140,000 | — | — | | | — | — | — | — | 10,335(3) | 28,938 | — | — | | Carl T. Schultz | — | 300,000(13) | 3.57 | 6/2/2035 | — | — | — | — | | | — | — | — | — | 35,000(14) | 98,000 | — | — | | | — | — | — | — | 35,000(2) | 98,000 | — | — | | Fariyal Khanbabi | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) The value presented in the table is equal to the product of the number of RSUs and PSUs, as applicable, that had not vested as of December 31, 2025 and the closing price of our common stock on such date, which was $2.80. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vests one-third on each of June 5, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents shares earned under PSUs granted pursuant to the 2025 long term incentive plan. These shares were earned following certification of the applicable performance goals by the Compensation Committee. These earned PSUs remain subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vests one-third on each of November 8, 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vests one-third on each of August 10, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents stock options granted that vest one-third on each of November 8, 2025, 2026 and 2027, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. 232,557 options are treated as incentive stock options (ISOs). ISOs are intended to qualify for favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents stock options that vest one-third on each of March 15, 2024, 2025 and 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents stocks options that vest one-third on each of August 9, 2024, 2025 and 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vests one-third on each of December 31, 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Represents stock options that vested in equal installments on each of July 23, 2022, 2023 and 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (11) Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vests on each of January 31, 2024, 2025 and 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (12) Represents shares earned under PSUs granted pursuant to the 2023 long term incentive plan. These shares were earned following certification of the applicable performance goals by the Compensation Committee. These earned PSUs remain subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (13) Represents stock options that vest one-third on each of April 21, 2026, 2027 and 2028, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vests one-third on each of April 21, 2026, 2027 and 2028. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table contains information about the equity awards accounted for under ASC 718 held by our NEOs that vested during Fiscal 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Yang Wu | — | — | — | — | | Rodney Worthen | — | — | 6,460 | 31,848 | | Isida Tushe | — | — | 33,334 | 93,335 | | Dr. Shengxian Wu | — | — | 1,464 | 3,030 | | | — | — | 13,333 | 20,133 | | | — | — | 33,333 | 93,332 | | Dr. Wenjuan Mattis | — | — | 33,333 | 93,332 | | Carl T. Schultz | — | — | 33,333 | 93,332 | | Fariyal Khanbabi | — | — | — | — |
Option Exercises and Stock Vested
| (1) The “value realized” upon vesting is based on the Company’s closing stock price on the vesting date. |
Potential Payment Upon Termination or Change in Control
Potential Payment Upon Termination or Change in Control Mr. Wu and Dr. Mattis are each a party to Employment Agreements. The following summarizes the contractual cash severance entitlement to Mr. Wu. and Dr. Mattis, upon a qualifying termination of employment:
Potential Payment Upon Termination or Change in Control
| Termination / Payout Provision | Yang Wu | Dr. Wenjuan Mattis | | Non-CIC Termination (Without Cause / Good Reason) | Cash Severance: 2.5x (base salary + greater of 3-year average annual bonus or target annual bonus). | Cash Severance: 1.5x (base salary + greater of 3-year average annual bonus or target annual bonus). | | CIC Termination (Without Cause / Good Reason) | Cash Severance: 3.0x (base salary + greater of 3-year average annual bonus or target annual bonus). Additional pro rata bonus equal to the greater of the 3-year average annual bonus or the annual bonus the executive would have earned for the year based on performance through termination, prorated for days worked. For a December 31 termination, the service fraction is 100%. | Cash Severance: 2.0x (base salary + greater of 3-year average annual bonus or target annual bonus). Additional pro rata bonus equal to the greater of the 3-year average annual bonus or the annual bonus the executive would have earned for the year based on performance through termination, prorated for days worked. For a December 31 termination, the service fraction is 100%. |
Potential Payment Upon Termination or Change in Control
The following table summarizes the treatment of outstanding stock options, time-based RSUs and performance-based RSUs under the applicable Microvast award agreements upon specified terminations of employment. The summary describes vesting, forfeiture and post-termination exercise provisions.
Potential Payment Upon Termination or Change in Control
| Termination Scenario | Stock Options | RSUs | PSUs | | Without Cause (No CIC) | Pro rata vesting of unvested stock options based on service through termination. Vested, exercisable stock options remain exercisable for 90 days (or through expiration, if earlier). | Unvested RSUs vest pro rata based on service through termination; remaining unvested RSUs are forfeited. | If performance has been determined and PSUs are earned but unvested, the earned PSUs vest pro rata based on service through termination. If termination occurs before the number of earned RSUs is determined, all RSUs are forfeited. | | Good Reason (Non-CIC) | Pro rata vesting of unvested stock options based on service through termination. Vested, exercisable stock options remain exercisable for 90 days (or through expiration, if earlier). | The standard award form does not provide a separate Good Reason exception outside a Change in Control; unvested RSUs are forfeited. | The standard award form does not provide a separate Good Reason exception outside a Change in Control, PSUs are forfeited. | | Without Cause / Good Reason (CIC) | 100% of then-outstanding stock options vest upon a qualifying termination in connection with or within 12 months following a Change in Control. If not assumed/replaced, 100% vests immediately before the Change in Control. | 100% of then-outstanding RSUs vest upon a qualifying termination in connection with or within 12 months following a Change in Control. If not assumed/replaced, 100% vests immediately before the Change in Control. | 100% of then-outstanding PSUs vest upon a qualifying termination in connection with or within 12 months following a Change in Control; if performance is not yet determined, the PSUs are deemed earned at 100% of target. | | Death / Disability | Unvested stock options vest pro rata based on service through death/disability. Vested, exercisable stock options remain exercisable for up to 12 months (or through expiration, if earlier). | Unvested RSUs vest pro rata based on service through death/disability; remaining unvested RSUs are forfeited. | If PSUs are earned but unvested, the earned PSUs vest pro rata based on service through death/disability. Unearned PSUs are forfeited; if performance has not yet been determined, the award is forfeited. | | Retirement | Unvested stock options vest pro rata based on service through Retirement. Vested, exercisable stock options remain exercisable for 90 days (or through expiration, if earlier). | Unvested RSUs vest pro rata based on service through Retirement; remaining unvested RSUs are forfeited. | If PSUs are earned but unvested, the earned PSUs vest pro rata based on service through Retirement. Unearned PSUs are forfeited; if performance has not yet been determined, the award is forfeited. |
Potential Payment Upon Termination or Change in Control
Dr. Wu’s outstanding 2023 PSU award is subject to different termination provisions. Before performance is determined, the PSUs are generally forfeited upon termination, except in connection with certain Change in Control events. Once earned, the PSUs vest pro rata upon death, disability, Retirement or termination without Cause. In connection with certain Change in Control events, the PSUs vest in full, with performance deemed achieved at 100% of target if not yet determined. Dr. Wu’s employment agreement with Microvast Power Systems does not contemplate definitions for a termination without cause or for good reason. If Dr. Wu is terminated due to (i) an inability to return to work following the expiry of a medical treatment period for an illness or non-work-related injury; (ii) an inability to perform his duties following training or a change in position or (iii) a material change in the objective circumstances pursuant to which the employment agreement was based that renders the agreement impossible to perform (and the parties fail to agreement on an amendment), Microvast Power Systems may terminate the employment agreement by giving Dr. Wu 30 days’ prior written notice or paying a month of Dr. Wu’s then-current base salary in lieu of notice. “Retirement” means a voluntary or involuntary termination of employment, other than due to death, disability or termination by the Company for cause, on or after the participant has attained age 60 and completed 15 years of service with the Company. Mr. Wu is the only NEO currently eligible for Retirement. The following table describes the potential payments and benefits that would have been payable to our NEOs assuming an eligible termination (as described above under “Executive Compensation—Transition and Separation Agreements”) of their employment on December 31, 2025, the last business day of 2025, and a change in control also occurring on such date. Mr. Schultz did not receive cash severance or acceleration of equity awards in connection with his termination of employment. Upon her termination of employment, Ms. Khanbabi received six months of base salary ($200,000) as a cash severance per the terms of her offer letter.
Potential Payment Upon Termination or Change in Control
| Name | Without Cause (No CIC) ($) | Good Reason (Non-CIC) ($) | Without Cause CIC ($) | Good Reason CIC ($) | Death / Disability ($) | Retirement ($) | | Yang Wu | | | | | | | | Cash severance | 2,682,500 | 2,682,500 | 3,219,000 | 3,219,000 | 0 | 0 | | Equity awards | 210,271 | 0 | 2,523,254 | 2,523,254 | 210,271 | 210,271 | | Total | 2,892,771 | 2,682,500 | 5,742,254 | 5,742,254 | 210,271 | 210,271 | | Rodney Worthen | | | | | | | | Cash severance | 0 | 0 | 0 | 0 | 0 | 0 | | Equity awards | 6,174 | 0 | 78,173 | 78,173 | 6,174 | 0 | | Total | 6,174 | 0 | 78,173 | 78,173 | 6,174 | 0 | | Isida Tushe | | | | | | | | Cash severance | 0 | 0 | 0 | 0 | 0 | 0 | | Equity awards | 96,500 | 61,500 | 1,735,335 | 1,735,335 | 96,500 | 0 | | Total | 96,500 | 61,500 | 1,735,335 | 1,735,335 | 96,500 | 0 | | Dr. Shengxian Wu | | | | | | | | Cash severance | 0 | 0 | 0 | 0 | 0 | 0 | | Equity awards | 223,221 | 0 | 1,762,667 | 1,762,667 | 105,888 | 0 | | Total | 223,221 | 0 | 1,762,667 | 1,762,667 | 105,888 | 0 | | Dr. Wenjuan Mattis | | | | | | | | Cash severance | 900,000 | 900,000 | 1,200,000 | 1,200,000 | 0 | 0 | | Equity awards | 23,333 | 0 | 466,668 | 466,668 | 23,333 | 0 | | Total | 923,333 | 900,000 | 1,666,668 | 1,666,668 | 23,333 | 0 |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Below is information about the relationship between executive “compensation actually paid” to our NEOs and our financial performance, as required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K. The Company became an accelerated filer on December 31, 2025. Consistent with the SEC rules, we are only required to provide disclosure for the past three fiscal years. Pay-for-performance is a key element of our executive compensation program. The design and philosophy of our program is intended to create a strong link between executive compensation and the interests of our stockholders. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the Company’s performance, including through the grant of equity as a meaningful component of our compensation program, refer to “—Compensation Discussion and Analysis.” “Compensation actually paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion and Analysis. Instead, it is a nuanced calculation that includes the increase (or decrease) in value of certain elements of compensation over each fiscal year, even if granted in a prior year. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the PVP Table below.
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) (in millions) | Revenue ($) (in millions) | | 2025 | 3,775,310 | 2,197,717 | 916,591 | 1,152,592 | 183 | 216 | (29) | 428 | | 2024 | 1,141,226 | 1,349,785 | 1,241,315 | 1,895,256 | 135 | 160 | (195) | 380 | | 2023 | 649,008 | 554,345 | 1,506,396 | 1,425,089 | 92 | 127 | (106) | 307 |
Pay Versus Performance Table (“PVP Table”)
| (1) For each of 2023, 2024 and 2025, the Chief Executive Officer in the compensation columns is Mr. Wu. For 2023, the NEOs in the compensation columns are Craig Webster, Zachariah Ward, and Shane Smith. For 2024, the NEOs in the compensation columns are Dr. Wu and Ms. Tushe. For 2025, the NEOs in the compensation columns are Mr. Worthen, Ms. Tushe, Dr. Wu, Dr. Mattis, Mr. Schultz, and Ms. Khanbabi. |
Pay Versus Performance Table (“PVP Table”)
| (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year for our PEO, Mr. Wu, and (ii) the average total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. The 2024 SCT amounts previously reported were incorrectly calculated. The amounts previously reported were $1,141,207 for our PEO and $1,269,434 for our Non-PEO NEOs. |
Pay Versus Performance Table (“PVP Table”)
| (3) Amounts reported in these columns represent compensation actually paid; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for 2025 for Mr. Wu and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts. |
Pay Versus Performance Table (“PVP Table”)
| | | 2025 | | | | | CEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $3,775,310 | | $916,591 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | $3,099,998 | | $575,517 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $1,522,405 | | $212,959 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $0 | | $219,068 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | $0 | | $46,666 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | $0 | | $332,824 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered or were Forfeited During the Covered Year | $0 | | $0 | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | $0 | | $0 | | Compensation Actually Paid | $2,197,717 | | $1,152,592 |
Pay Versus Performance Table (“PVP Table”)
In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
Pay Versus Performance Table (“PVP Table”)
| (4) We selected the Russell 2000 Electrical Components Subsector Index (referred to herein as the “Peer Group”) as our peer group for purposes of this disclosure. |
Pay Versus Performance Table (“PVP Table”)
| (5) We have selected Revenue as the as the company-selected measure for the pay versus performance disclosure, representing the most important financial performance measure used to link compensation actually paid to the PEO and the other NEOs in Fiscal 2025 to the Company’s performance. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following graphs illustrate the relationships between the “compensation actually paid” to our PEO and non-PEO NEOs and the various metrics provided for this PVP analysis. Total Shareholder Return: The graph below reflects the relationship between the CAP to the PEO and Non-PEO NEOs, Company TSR, and Peer Group TSR for the applicable reporting year. Pay Versus Performance: Total Shareholder Return $127 $160 $216 $92 $135 $183 PEO CAP Average Non-PEO NEOs CAP Microvast TSR Peer Group TSR $0.6M $1.4M $1.3M $1.9M $2.2M $1.2M 2023 2024 2025 Net Income: The graph below reflects the relationship between the CAP to the PEO and Non-PEO NEOs and the Company’s GAAP Net Income for the applicable reporting year. Pay Versus Performance: Net Income PEO CAP Average Non-PEO NEOs CAP Net Income $0.6M $1.4M $1.3M $1.9M $2.2M $1.2M 2023 2024 2025 ($106M) ($195M) ($29M) Revenue: The graph below reflects the relationship between the CAP to the PEO and Non-PEO NEOs and Revenue for the applicable reporting year. Pay Versus Performance: Revenue PEO CAP Average Non-PEO NEOs CAP Revenue $307 $380 $428 $0.6M $1.4M $1.3M $1.9M $2.2M $1.2M 2023 2024 2025
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below sets forth information regarding non-employee director compensation for Fiscal 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Arthur Wong | 107,500(1) | 106,073(2) | 213,573 | | Ying Wei | 84,709(3) | 106,073(2) | 190,782 | | Yixin Pan | 117,500(4) | 106,073(2) | 223,573 |
DIRECTOR COMPENSATION
| (1) Consists of (i) $85,000 paid as annual retainer fees, and (ii) $22,500 paid for his service as Chairman of the Audit Committee, all of which were earned and paid pursuant to the Company’s Director Compensation Policy as described below. |
DIRECTOR COMPENSATION
| (2) Reflects the grant date fair value, based on the closing price of common stock on the date of grant of (i) $1.99 per unit, of 47,738 RSUs granted on January 23, 2025, and (ii) $4.19 per unit, of 2,643 RSUs granted on June 10, 2025, all of which vested in a single installment on December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Reflects the grant date fair value, based on the closing price of common stock on the date of grant of (i) $2.07 per unit, of 38,647 elective RSUs granted on January 1, 2025, and (ii) $3.56 per unit, of 1,323 elective RSUs granted on July 23, 2025. The elective RSUs vested on a quarterly basis in near equal installments and the RSUs vested in a single installment on December 31, 2025. |
DIRECTOR COMPENSATION
| (4) Consists of (i) $85,000 paid as annual retainer fees, (ii) $17,500 paid for her service as Chair of the Compensation Committee, and (iii) $15,000 paid for her service as Chair of the N&GC Committee, all of which were earned and paid pursuant to the Company’s director compensation policy as described below. |
DIRECTOR COMPENSATION
For year ended December 31, 2025, our non-employee directors were compensated for services in accordance with our amended and restated non-employee director compensation policy that was adopted by our Board on June 5, 2025 (the “2025 Director Compensation Policy”). The material terms of the 2025 Director Compensation Policy are described below. For their service to the Company during 2025, each of our non-employee directors received an annual award of RSUs under the Director Compensation Policy, which vested on December 31, 2025, and was subject to the director’s continued service through such date. In addition, our non-employee directors may elect to receive all or a portion of their annual cash retainer and/or committee chair retainer in the form of RSUs (the “Elective RSUs”). The grant date of the Elective RSUs is the date the non-employee director makes the election to receive equity in lieu of his or her cash retainer and the value of the RSUs is equal to the amount of the non-employee director’s annual cash retainer that is foregone. The Elective RSUs vest in quarterly installments on the last day of each fiscal quarter. The number of Elective RSUs each non-employee director received in Fiscal 2025 are set forth in footnote 3 to the “Director Compensation” table above. Our non-employee directors must make elections to receive equity in lieu of his or her cash retainer prior to the start of the calendar year, which elective RSUs will vest in equal installments on the last day of each fiscal quarter during the calendar year.
DIRECTOR COMPENSATION
| | 2025 Director Compensation Policy | 2024 Director Compensation Policy | | Board Member Retainer | $85,000 | $80,000 | | Lead Independent Director Retainer | $25,000 | $25,000 | | Audit Committee Chair Retainer | $22,500 | $20,000 | | Compensation Committee Chair Retainer | $17,500 | $15,000 | | N&GC Committee Chair Retainer | $15,000 | $10,000 | | Annual Restricted Stock Units (GDFV) | $105,000 | $95,000 |