DEF 14A of ACM Research, Inc.
Filed Apr 29, 2025 · FY20240001140361-25-016311
Director Nominee Representation
Director Nominee Representation
Director Nominee Representation
| DIVERSITY | INDEPENDENCE | TENURE | | Three of our director nominees voluntarily self-identify as having a diverse identity (gender or race). | Three of our four director nominees qualify as independent under SEC regulations and NASDAQ standards. | The tenure of our director nominees reflects a mix of experience and perspective. | | | | |
Compensation Committee
| • | making recommendations to the board with respect to director compensation; |
Director Compensation
Director Compensation Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The program addresses the time, effort, expertise, and accountability required of active board membership. The board of directors reviews director compensation periodically based on recommendations by the compensation committee. Directors may be reimbursed for reasonable out-of-pocket expenses incurred in attending board and committee meetings.
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
| Director | Fees Earned or Paid in Cash($)(1) | Option Awards($)(2) | All Other Compensation($) | Total($) | | Haiping Dun(3) | $44,333 | $268,400 | — | $312,733 | | Chenming C. Hu(3) | 31,250 | 268,400 | 33,333(5) | 332,983 | | Tracy Liu(3) | 41,250 | 268,400 | — | 309,650 | | Xiao Xing(4) | — | — | — | — |
2024 DIRECTOR COMPENSATION
| (1) Annual cash retainers to our non-employee directors are paid in arrears. |
2024 DIRECTOR COMPENSATION
| (2) The amounts shown represent the aggregate grant date fair value, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, excluding estimated forfeitures, of non-qualified stock options granted on August 12, 2024 to acquire, subject to vesting, a total of 20,000 shares. Each Annual Option vests, subject to continued board service, in full immediately prior to the 2025 Annual Meeting. For assumptions made in valuing these awards and related information, see Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, (a) Dr. Dun held unexercised stock options for 188,001 shares of Class A common stock, (b) Dr. Hu held unexercised stock options for 63,000 shares of Class A common stock, (c) Ms. Liu held unexercised stock options for 182,500 shares of Class A common stock, and (d) Ms. Xing did not hold any unexercised stock options for Class A common stock. |
2024 DIRECTOR COMPENSATION
| (3) Chair of a board committee during 2024. |
2024 DIRECTOR COMPENSATION
| (4) Ms. Xing resigned her board position effective November 15, 2024 and did not receive any option or cash retainers for 2024 board service. |
2024 DIRECTOR COMPENSATION
| (5) This amount represents additional fees paid to Mr. Hu in 2024 under the Hu Agreement. The Hu Agreement expired on May 1, 2024, and all related payments were made, before the appointment of Dr. Hu to the audit committee effective as of November 15, 2024. |
2024 DIRECTOR COMPENSATION
Under our Restated Insider Trading Policy, directors, as well as their family members, may not hedge or pledge any ACM securities that they hold directly. An exception to this prohibition may be granted where a person wishes to pledge ACM securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any director, as well as their family members, who wishes to pledge ACM securities as collateral for a loan must submit a request for approval to the chief financial officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge, except that any proposed pledge by the chief financial officer must be submitted to and either approved or prohibited by the chief executive officer.
— Election of Directors
— Election of Directors At the Annual Meeting, stockholders will elect the entire board of directors to serve for the ensuing year and until their successors are elected and qualified. The board has designated as nominees for election the four persons named below, all of whom currently serve as directors. Shares of common stock that are voted as recommended by the board will be voted in favor of the election as directors of the nominees named below.
Director Qualifications
Director Qualifications The board of directors has determined that, as a whole, it must have the right mix of characteristics, skills and diversity to provide effective oversight of our company. The nominating and governance committee has adopted Qualifications for Nomination to the board, a copy of which is posted on our website at ir.acmr.com/corporate-governance/highlights. The Qualifications for Nomination provide that, in selecting directors, the board should seek to achieve a mix of directors that enhances the diversity of background, skills and experience on the board, including with respect to age, gender, international background, ethnicity and specialized experience. Directors should have relevant expertise and experience and be able to offer advice and guidance to our Chief Executive Officer based on that expertise and experience. Also, a majority of directors should be independent under applicable Nasdaq listing standards, board and committee guidelines, and applicable laws and regulations. Each director is also expected to:
Director Qualifications
| • | be of the highest ethical character and share our values as reflected in our Code of Conduct; |
Director Qualifications
| • | be highly accomplished in his or her field, with superior credentials and recognition; |
Director Qualifications
| • | have sound business judgment, be able to work effectively with others, have sufficient time to devote to our affairs, and be free from conflicts of interest; and |
Director Qualifications
| • | be independent of any particular constituency and able to represent all of our stockholders. |
Director Qualifications
The board is to conduct a self-assessment process every year and to periodically review the diversity of skills and characteristics needed in the board’s oversight of our company, as well as the effectiveness of the mix of skills and experience. The board considers the skill areas represented on the board, those skill areas represented by any directors who are expected to retire or leave the board in the near future, and recommendations of directors regarding skills that could improve the ability of the board to carry out its responsibilities. Although we do not have a formal diversity policy, the nominating and governance committee seeks to identify candidates who will enhance the board’s overall diversity.
Identifying and Evaluating Nominees for Directors
Identifying and Evaluating Nominees for Directors When the board of directors or its nominating and governance committee has identified the need to add a new director with specific qualifications or to fill a vacancy on the board, the chair of the nominating and governance committee will initiate a search, seeking input from other directors and senior management, review any candidates that the nominating and governance committee has previously identified, and, if necessary, hire a search firm. The nominating and governance committee will identify the initial list of candidates who satisfy the specific criteria and otherwise qualify for membership on the board. At least one member of the nominating and governance committee (preferably the chair) and the Chair of the Board and Chief Executive Officer will interview each qualified candidate; other directors will also interview the candidate if practicable. Based on a satisfactory outcome of those interviews, the nominating and governance committee will make its recommendation on the candidate to the board. Our bylaws include a procedure that stockholders must follow in order to nominate a person for election as a director at an annual meeting of stockholders. The Bylaws require that timely notice of the nomination in proper written form, including all required information, be provided to the Corporate Secretary.
Information Concerning Nominees for Election as Directors
Information Concerning Nominees for Election as Directors The information appearing in the following table sets forth, for each nominee for election as a director, as of April 15, 2025:
Information Concerning Nominees for Election as Directors
| • | the nominee’s professional experience for at least the past five years; |
Information Concerning Nominees for Election as Directors
| • | the year in which the nominee first became one of our directors; |
Information Concerning Nominees for Election as Directors
| • | each committee of the board of directors on which the nominee currently serves; |
Information Concerning Nominees for Election as Directors
| • | the nominee’s age as of the record date for the Annual Meeting; |
Information Concerning Nominees for Election as Directors
| • | the relevant skills the nominee possesses that qualify him or her for nomination to the board; and |
Information Concerning Nominees for Election as Directors
| • | directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company. |
Information Concerning Nominees for Election as Directors
| | DAVID H. WANG Age: 63 ACM Board Service • Tenure: 27 years (1998) | | HAIPING DUN Age: 75 ACM Board Service • Tenure: 22 years (2003) • Committees: ○ Audit ○ Compensation (Chair) INDEPENDENT | | Professional Experience | | Professional Experience | | | • Founder, Chief Executive Officer, President and one of our directors since 1998. • Inventor of stress-free Cu polishing technology. • Holds more than 100 patents in semiconductor equipment and process technology. | | • Served as one of our directors since 2003. • Former President of Champion Microelectronic Corp., an integrated circuit company based in Taiwan, from 2008 through 2018. • Former Senior Director of Intel Corporation, a multi-national technology company where he was employed from 1983 to 2004. | | | Education | | Education | | | • Received a Ph.D. and Master of Engineering in Precision Engineering from Osaka University and a Bachelor of Science in Precision Instruments from Tsinghua University. | | • Received a Ph.D. in material science and engineering from Stanford University, a Master of Science in physics from the University of Washington and a Bachelor of Science in physics from National Taiwan University. | | | Relevant Skills | | Relevant Skills | | | • Industry | | • Innovation | | | • Leadership | | • Industry | | | • Global | | • Leadership | |
Information Concerning Nominees for Election as Directors
| | CHARLES PAPPIS Age: 64 ACM Board Service • Tenure: 1 month (2025) • Committees: ○ Audit INDEPENDENT | | TRACY LIU Age: 60 ACM Board Service • Tenure: 9 years (2016) • Committees: ○ Audit (Chair) ○ Compensation ○ Nominating and Governance INDEPENDENT | | Professional Experience | | Professional Experience | | | • Served as one of our directors since March 2025. • President of Pappis Consulting since April 2016. • Vice President and General Manager at Applied Materials from 1986 to 2016. • Received a Bachelor of Science in Materials Science from Worcester Polytechnic Institute and Executive MBA from Stanford University. | | • Served as one of our directors since September 2016. • CEO and Founder of HM CPA Services, P.C. since November 2023. • Managing Partner of H&M Int’l CPAs, LLP since January 2017. • Founder and owner of H&M Financial Consulting from 2006 to 2016, where she provided international accounting and tax solutions to high-technology companies. • Received a Bachelor of Science from Nankai University and a Master of Accounting and Tax from Golden Gate University. • Certified Public Accountant and a member of the American Institute of Certified Public Accountants. | | | Relevant Skills | | Relevant Skills | | | • Finance | | • Industry | | | • Global | | • Finance | | | • Leadership | | • Global | |
What We Do
| • | reinforce our Pay for Performance philosophy by having a portion of NEO compensation “at risk” with the use of multi-year equity award vesting periods tied to performance |
What We Do
| • | independent compensation consultant engaged by the compensation committee; |
What We Don’t Do
| • | no accelerated or continued vesting of equity awards upon retirement; |
What We Don’t Do
| • | no agreements stipulating or guaranteeing bonuses for any of our NEOs; |
What We Don’t Do
| • | no strict benchmarking of compensation to a specific percentile of our compensation peer group; |
Compensation Philosophy
Compensation Philosophy We operate in a highly competitive business environment within a rapidly evolving and extremely competitive talent market. To successfully compete and grow our business in this dynamic environment, we need to recruit, incentivize and retain talented and seasoned technology leaders. Our success is critically dependent on the skills, acumen and motivation of our executives and employees to rapidly execute at the highest level. We have designed, and intend to modify as necessary, our NEO compensation program and philosophy to attract, incentivize and retain talented, qualified and committed NEOs by offering compensation, as described below, that reflects competitive market practices in the jurisdictions in which we operate and as adjusted for individual NEO factors and circumstances. As our needs evolve and as we continue to broaden our operations outside the PRC, we will continue to evaluate our NEO compensation program and philosophy, as appropriate. Except as specifically described herein, the compensation committee does not affirmatively set out in any given year, or with respect to any given NEO, to apportion cash and equity compensation in any specific ratio among the various categories of compensation (that is, between short- and long-term compensation or between non-performance-based and performance-based compensation). Rather, the compensation committee uses the philosophy described above, and the factors described for each category in the discussion that follows, as a guide in assessing the proper allocation among those categories. To further align the interests of our executives more closely with those our stockholders, our NEO compensation program has historically emphasized equity, generally granted in the form of stock options, over cash compensation paid in the form of base salary and target bonus. The compensation committee does not strictly benchmark compensation to a specific level or percentile within a peer group. Rather, the compensation committee makes adjustments based on the philosophy described above and considers competitive market practices in the jurisdictions in which we operate as one factor in its deliberations. The compensation committee believes that retaining discretion to assess the overall performance of NEOs gives the compensation committee the ability to more accurately reflect individual contributions that cannot be absolutely quantified. The compensation committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because compensation benchmarking does not take into account the specific performance of the executive officers, the relative opportunity, growth and performance of the Company, or any unique circumstances or strategic considerations of the Company. As noted above, as our needs evolve and as we continue to broaden our operations outside the PRC, we will continue to evaluate our NEO compensation program and philosophy as appropriate.
Role of Compensation Committee
| • | administering our NEO cash incentive compensation plans and equity-based plans, including the designation of NEOs to whom awards are to be granted, the type and amount of award to be granted, and the terms and conditions applicable to each award; |
Role of Compensation Committee
| • | our long-term goals and strategies; |
Role of Compensation Committee
| • | an analysis of the competitiveness of our compensation relative to our compensation peer group; and |
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The compensation committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors, to assist in the evaluation of executive officer compensation. In 2023, the compensation committee engaged Aon plc to review our executive compensation program, policies and practices, review our peer group, and to conduct an executive compensation market analysis and to review our long-term incentive compensation program to help ensure alignment with competitive market practices. As part of this engagement, Aon reviewed and advised on all principal aspects of our executive compensation program, including meeting regularly with the compensation committee to review all elements of executive compensation and the relative competitiveness of such compensation elements. The compensation committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of stockholders, and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. Based on the consideration of the factors specified in the rules of the SEC and the listing standards of The Nasdaq Stock Market, the compensation committee does not believe that its relationship with Aon’s and the work of Aon on behalf of the compensation committee has raised any conflict of interest. The compensation committee reviews these factors on an annual or bi-annual basis. As part of the compensation committee’s determination of Aon independence, it received written confirmation from Aon addressing these factors and supporting the independence determination.
Compensation Peer Group
Compensation Peer Group Although there are unique aspects to our compensation program, market data provides a reference point for the compensation committee to make its compensation decisions. The compensation committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program. The compensation committee, with the assistance of Aon, developed an updated peer group in June 2023, that was used to assess the pay levels and pay mix of the aggregate executive compensation program. The peer group selection was based on the following criteria: sector (semiconductor materials and equipment), revenue, market capitalization, and headcount. The compensation committee referenced this peer group for 2024 NEO compensation decision. The peer group consisted of the following 14 companies:
Compensation Peer Group
| Alpha and Omega Semiconductor Limited (AOSL) | Mangnachip Semiconductor Corporation (MX) | | AXT, Inc. (AXTI) | PDF Solutions, Inc. (PDSF) | | Cohu, Inc. (COHU) | Photronics, Inc. (PLAB) | | FormFactor, Inc. (FORM) | Semtech Corporation (SMTC) | | Ichor Holdings, Ltd. (ICHR) | SkyWater Technology, Inc. (SKYT) | | Indie Semiconductor, Inc. (INDI) | Ultra Clean Holdings, Inc. (UCTT) | | Kulicke and Soffa Industries, Inc. (KLIC) | Veeco Instruments Inc. (VECO) |
Base Salary
Base Salary We pay base salaries to our NEOs to compensate them for their services and provide predictable annual income. The salaries typically reflect each NEO’s experience, skills, knowledge and responsibilities, although competitive market data also plays a role in setting salary levels. We do not apply specific formulas to determine salaries or changes in salaries. Instead, the salaries of our NEOs are reviewed on an annual basis by the compensation committee based on our compensation philosophy and objectives. The compensation committee determined the 2024 base salary of each of our NEOs after considering the recommendations of our CEO, other than with respect to his own base salary, and other factors described throughout this Compensation Discussion & Analysis. Based on Aon’s 2023 analysis, we determined that the salaries of our named executive officers have been positioned well below the market 25th percentile of our compensation peer group. While we do not benchmark a specific percentile for salary or cash compensation, in 2024, the compensation committee increased the base salaries for each of our NEOs to reflect each individual’s responsibilities and performance and to increase their base salaries to more market-competitive levels. We expect to continue to increase the salaries of our NEOs in an incremental fashion to bring the salary of each closer to a market-appropriate compensation level.
Annual Cash Bonus Program
Annual Cash Bonus Program We do not have an established bonus policy for our NEOs. The compensation committee may decide, in its sole discretion, to reward NEOs with annual cash bonuses based on the totality of achievements in a given year, including achievement of individual NEO performance, our business performance, and achievement of specific business objectives, with no specific weighting assigned to any one factor. The program is designed to motivate our NEOs to focus on company priorities and to reward them for individual results and achievements. The company priorities did not have specific threshold, target, or maximum levels associated with them for purposes of determining performance under the program, and our compensation committee has full discretion to determine the level of bonus payout for each year based on the totality of circumstances for such year. Based on the Company’s revenue growth in 2024, improved operating margins, progress on new products, new customers and progress with global customers the compensation committee approved the following bonuses for 2024:
Annual Cash Bonus Program
| Named Executive Officer | 2024 Cash Bonus | | David H. Wang | $227,448 | | Mark McKechnie | 100,000 | | Jian Wang | 189,540 | | Lisa Feng | 106,704 | | Fuping Chen | 182,520 |
Long-Term Incentive Program
Long-Term Incentive Program Historically we have not typically granted stock options to NEOs on an annual basis. From time to time, however, we grant stock options, when appropriate, as the long-term incentive component of our compensation program. Our stock options allow our employees to purchase covered shares at a price equal to the fair market value on the date of grant. Stock options motivate the NEOs to drive stock price performance, since the NEO can only realize the value of the options if our stock price increases above the exercise price. We believe that incorporating stock price growth as part of our long-term equity award design further aligns our executives’ and stockholders’ interests. Stock options create a meaningful foundation of outstanding long-term equity incentives aligned with the long-term interests of our stockholders. We grant our NEOs stock options covering shares of ACM Research and ACM Shanghai to incentivize value creation across our entire operations. The compensation committee typically grants equity awards to NEOs during a regularly schedule meeting. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new-hires. The company does not take material nonpublic information into account when determining the timing and terms of awards, nor does the company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to any of our NEOs.
Employment Agreements
Employment Agreements We enter into employment agreements with our employees located principally in the PRC, including all of our NEOs other than U.S.-based NEO Mr. McKechnie, that contain an employment term and other statutorily required terms and conditions but do not include compensatory terms. In addition, ACM Shanghai was a party to an employment agreement with Ms. Feng that was entered into as of September 25, 2022 and has a duration through September 24, 2025. The agreement contains provisions with respect to base salary and annual bonus eligibility We have not entered into an employment agreement with Mr. McKechnie.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our option awards granted under our 2016 Omnibus Incentive Plan to employees, including NEOs, provide for acceleration upon a change in control, excluding the performance-based stock option granted to David Wang on March 20, 2020. Except for those option arrangements, none of our NEOs is party to a currently effective contract or other arrangement that provides for the acceleration or payment of any benefits in the event of a change in control of our company or the termination of the NEO’s employment, whether or not the termination occurs within a specified time period after the occurrence of a change in control. NEOs based in the PRC, who include all NEOs other than U.S.-based Mark McKechnie, may be entitled to statutory severance as required by applicable law.
Internal Revenue Code Sections 280G and 409A Considerations
Internal Revenue Code Sections 280G and 409A Considerations We have not provided or committed to provide any NEO with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code. Section 280G and related sections of the Internal Revenue Code provide that an executive officer and certain persons who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider of certain types receives “deferred compensation” that does not meet the requirements of Section 409A.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the compensation paid to our NEOs, who consist of our Chief Executive Officer and President, David H. Wang, our Chief Financial Officer, Treasurer and Secretary, Mark McKechnie, and our three next most highly compensated executive officers during 2024 who were serving as executive officers at the end of 2024, Jian Wang, Lisa Feng and Fuping Chen.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Options Awards ($)(1)(2) | All Other Compensation ($)(1)(3) | Total ($) | | David H. Wang | 2024 | $266,940 | $227,448 | | $4,219 | $498,607 | | Chief Executive Officer and President | 2023 | 256,212 | 205,755 | 23,067,744 | 4,264 | 23,533,975 | | | 2022 | 233,918 | 167,294 | — | 3,770 | 404,982 | | Mark McKechnie | 2024 | $280,350 | $100,000 | | | $380,350 | | Chief Financial Officer, Treasurer and | 2023 | 273,675 | 37,500 | 3,113,850 | — | 3,425,025 | | Secretary | 2022 | 267,000 | 100,000 | 1,740,752 | — | 2,107,752 | | Jian Wang | 2024 | $206,673 | $189,540 | | $3,635 | $399,848 | | Chief Executive Officer and President, | 2023 | 203,317 | 170,280 | 8,822,265 | 3,674 | 9,199,536 | | ACM Research (Shanghai), Inc. | 2022 | 180,967 | 62,454 | 903,915 | 3,770 | 1,151,106 | | Lisa Feng | 2024 | $201,641 | $106,704 | | $5,063 | $313,408 | | Chief Financial Officer | 2023 | 196,532 | 93,654 | 3,978,705 | 4,264 | 4,273,155 | | ACM Research (Shanghai), Inc. | 2022 | 174,755 | 61,562 | 361,556 | 4,288 | 602,161 | | Fuping Chen | 2024 | $164,468 | $182,520 | | $3,232 | $350,220 | | Vice President, Sales—China | 2023 | 157,845 | 170,280 | 6,830,141 | — | 7,153,266 | | ACM Research (Shanghai), Inc. | 2022 | 135,282 | 98,142 | 361,556 | 205 | 595,185 |
Summary Compensation Table
| (1) Compensation amounts paid in RMB have been converted, for purposes of the table, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years. |
Summary Compensation Table
| (2) Amounts shown represent the aggregate grant date fair value of option awards granted in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation excluding estimated forfeitures. The estimated fair value of option awards is calculated based on a Black-Scholes valuation model on the grant date. Amounts include option awards exercisable for Class A common stock and common stock of ACM Shanghai, as applicable. See the “Grants of Plan-Based Awards” table for the applicable year for additional details. These amounts do not necessarily correspond to the actual amounts that may be earned by the NEOs. For assumptions for both ACM Research and ACM Shanghai options made in valuing these awards, see note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Summary Compensation Table
| (3) The amounts shown include health insurance premiums paid by us. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards In 2024, we did not grant any non-equity incentive plan awards to our NEOs, nor did we grant any equity awards to our NEOs.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table sets forth information regarding each unexercised option held by each of our NEOs as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| Name | Option Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | | David H. Wang(1)(3) | 210,000 | — | — | 0.50 | 4/30/2025 | | (1)(3) | 1,000,002 | — | — | 1.00 | 12/27/2026 | | (1)(3) | 150,000 | | — | 5.60 | 4/22/2029 | | (1)(4) | 545,397 | — | 1,090,800 | 7.36 | 3/19/2030 | | (1)(5) | 360,000 | 720,000 | — | 13.89 | 8/9/2033 | | (2)(6) | 312,500 | 937,500 | — | 7.06 | 8/2/2028 | | Mark McKechnie(1)(3) | 45,000 | — | — | 5.60 | 04/22/2029 | | (1)(3) | 8,750 | — | — | 4.55 | 11/03/2029 | | (1)(3) | 22,500 | — | — | 25.45 | 03/03/2032 | | (1)(7) | 58,333 | 41,667 | — | 19.49 | 08/11/2032 | | (1)(5) | 100,000 | 200,000 | — | 13.89 | 08/09/2033 | | Jian Wang(1)(3) | 90,000 | — | — | 5.60 | 4/22/2029 | | (1)(3) | 15,000 | — | — | 25.45 | 3/3/2032 | | (2)(6) | 232,500 | 697,500 | | 7.06 | 8/2/2028 | | Lisa Feng(1)(3) | 60,000 | — | — | 5.60 | 04/22/2029 | | (1)(3) | 30,000 | — | — | 4.55 | 11/03/2029 | | (1)(3) | 30,000 | — | — | 12.75 | 04/27/2030 | | (1)(3) | 22,500 | — | — | 25.45 | 03/03/2032 | | (1)(5) | 33,333 | 66,667 | — | 13.89 | 08/09/2033 | | (2)(6) | 77,500 | 232,500 | | 7.06 | 08/02/2028 | | Fuping Chen(1)(3) | 141,165 | — | — | 1.77 | 1/24/2028 | | (1)(3) | 30,000 | — | — | 5.33 | 8/3/2029 | | (1)(8) | 30,000 | — | 30,000 | 28.42 | 7/27/2030 | | (1)(3) | 3,000 | — | — | 25.45 | 3/3/2032 | | (2)(6) | 180,000 | 540,000 | | 7.06 | 8/2/2028 |
Outstanding Equity Awards at December 31, 2024
| (1) Option covers Class A common stock. |
Outstanding Equity Awards at December 31, 2024
| (2) Option covers common stock of ACM Shanghai. |
Outstanding Equity Awards at December 31, 2024
| (3) Option is fully vested. |
Outstanding Equity Awards at December 31, 2024
| (4) Option was granted on March 20, 2020. An initial 545,397 shares vested and became exercisable on August 5, 2020, which was the first trading day as of which our market capitalization equaled or exceeded $1,553,383,586. The remaining shares will vest and become exercise in two equal installments upon the first trading days, if any, on which our market capitalization equals or exceeds $2,553,383,586 and $3,553,383,586, respectively. |
Outstanding Equity Awards at December 31, 2024
| (5) Option was granted on August 10, 2023 One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM. |
Outstanding Equity Awards at December 31, 2024
| (6) Option was granted on August 3, 2023 One quarter of the option shall vest and become exercisable on the each of the first four anniversaries of the grant date, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Shanghai. |
Outstanding Equity Awards at December 31, 2024
| (7) Option was granted on August 12, 2022. One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM. |
Outstanding Equity Awards at December 31, 2024
| (8) Option was granted on July 28, 2020. Performance-based option award pursuant to which one-half of the shares subject to the award vested and became exercisable upon our receipt of our first demo tool order from a specified semiconductor company and the other half vests and becomes exercisable upon the qualification of our first demo tool for such semiconductor company. |
Outstanding Equity Awards at December 31, 2024
For information regarding the vesting acceleration provisions applicable to the options held by our NEOs, please see “Compensation Discussion and Analysis—Potential Change in Control Benefits” above.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides information regarding the exercise by the NEOs of vested options during the year ended December 31, 2024. All options were exercised for Class A common stock.
2024 Option Exercises and Stock Vested
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | David Wang | 630,000 | $14,413,500 | | Mark McKechnie | 46,516 | $800,859 | | Lisa Feng | 7,500 | $188,100 |
2024 Option Exercises and Stock Vested
| (1) The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on each exercise date, minus the aggregate exercise price. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In addition to PRC statutorily required cash severance, our option awards granted under our 2016 Plan to employees, including NEOs, provide for acceleration upon a change in control, excluding the performance-based stock option granted to David Wang on March 20, 2020. Except for those option arrangements, none of our NEOs is party to a currently effective contract or other arrangement that provides for the acceleration or payment of any benefits in the event of a change in control of our company or the termination of the NEO’s employment, whether or not the termination occurs within a specified time period after the occurrence of a change in control. NEOs based in the PRC, who include all NEOs other than U.S.-based Mark McKechnie, may be entitled to statutory severance as required by applicable law, as disclosed in the table below. The amounts below assume a triggering event occurred on December 31, 2024, and the value shown is calculated by multiplying the number of shares of stock that would accelerate by the market value of the underlying shares on December 31, 2024 ($15.10), minus the aggregate exercise price. For purposes of the 2016 Plan, “change in control” generally means the occurrence of any of the following: Any person becomes the owner of securities in the Company representing more than fifty percent of the combined voting power of the Company, other than as a result of a merger, consolidation or similar transaction;
Potential Payments Upon Termination or Change in Control
| ○ | Consummation of a merger, consolidation or similar transaction of the Company and after such transaction the stockholders of the Company no longer own 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity, in substantially the same proportions as their ownership prior to such transaction; |
Potential Payments Upon Termination or Change in Control
| ○ | A sale, lease, exclusive license or other disposition of all or substantially of the assets of the Company and the subsidiary; and |
Potential Payments Upon Termination or Change in Control
| ○ | The incumbent board ceases to constitute, for any reason, at least a majority of the members of the board. |
Potential Payments Upon Termination or Change in Control
| Name | Vesting upon Change in Control ($) | | David H. Wang | $6,102,000 | | Mark McKechnie | 1,698,333 | | Jian Wang | — | | Lisa Feng | 581,989 | | Fuping Chen | $— |
CEO Pay Ratio
CEO Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our median compensated employee (excluding our CEO) and the annual total compensation of David Wang, our chief executive officer as of December 31, 2024, or our CEO. For 2024, our last completed fiscal year:
CEO Pay Ratio
| • | As permitted by Item 402(u) of Regulation S-K of the SEC, we are using the same median employee as we used in 2024 as there was no change in 2024 to our employee population or our compensation arrangements that we believe would have significantly impacted our pay ratio disclosure. The annual total compensation of our median compensated employee (other than our CEO) in 2024 was $33,323. |
CEO Pay Ratio
| • | For our CEO’s annual total compensation, we used the amount reported in the “Total” column of the table included under “—Summary Compensation Table” above. The annual total compensation of our CEO, for the purposes of this disclosure, was $498,607. |
CEO Pay Ratio
Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of our median compensated employee (other than our CEO) was 15 to 1. We took the following steps to identify, and to determine the annual total compensation of, our median compensated employee for 2023.
CEO Pay Ratio
| 1. | We determined that, as of December 31, 2023, our employee population consisted of 1,579 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the determination date. |
CEO Pay Ratio
| 2. | To identify the “median employee” from our employee population, we aggregated for each applicable employee, other than our CEO, (a) annual base salary (or hourly rate multiplied by estimated work schedule, for hourly employees), (b) the bonus amount earned for 2022, which was paid in 2023, and (c) the grant date fair value of equity awards granted in 2023. Once aggregated, we ranked this compensation measure for our employees from lowest to highest and selected the median employee. Compensation amounts paid in RMB have been converted, for purposes of this pay ratio disclosure, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years. |
CEO Pay Ratio
| 3. | For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the SEC, resulting in annual total compensation of $33,323. |
CEO Pay Ratio
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions reflecting their employee populations and compensation practices. The pay ratios reported by other companies may not be comparable to the pay ratio reported above, as those companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2 | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)7 | Revenue (millions)8 | | | | | | | Total Stockholder Return5 | Peer Group Total Stockholder Return6 | | | | 2024 | $498,607 | $(13,612,486) | $357,974 | $(938,422) | 245.5 | 190.5 | $131 | $782 | | 2023 | $23,533,975 | $39,640,249 | $5,041,649 | $6,772,362 | 317.7 | 153.6 | 97 | 558 | | 2022 | $404,982 | $(20,877,170) | $1,114,059 | $(1,948,838) | 125.4 | 122.0 | 51 | 389 | | 2021 | $398,876 | $10,772,637 | $240,810 | $4,119,010 | 462.2 | 151.2 | 43 | 260 | | 2020 | $5,369,089 | $45,103,619 | $501,343 | $3,631,284 | 440.4 | 120.3 | 22 | 157 |
Pay Versus Performance
| 1 | This column represents the amount of total compensation reported for Mr. Wang (our Chief Executive Officer and President) for each corresponding year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in the applicable proxy statement. |
Pay Versus Performance
| 2 | This column represents the amount of “compensation actually paid” to Mr. Wang, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wang during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Wang’s total compensation for each year to determine the “compensation actually paid”: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO(a) | Reported Summary Compensation Table Value of PEO Equity Awards(b) | Adjusted Value of Equity Awards(c) | Compensation Actually Paid to PEO | | 2024 | $498,607 | — | $(14,111,093) | $(13,612,486) |
Pay Versus Performance
| (a) This column represents the amount of total compensation reported for Mr. Wang for 2024 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |
Pay Versus Performance
| (b) This column represents the grant date fair value of equity awards reported in the “Option Awards” column in the Summary Compensation Table for 2024. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column is replaced with the amount reported in the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid to PEO for 2024. |
Pay Versus Performance
| (c) This column represents an adjustment to the amounts in the “Option Awards” column in the Summary Compensation Table for 2024. For 2024, the adjusted amount replaces the “Option Awards” column in the Summary Compensation Table for Mr. Wang for 2024. The adjusted amount is determined by adding (or subtracting, as applicable) the following for 2024: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of 2024; (ii) the amount of change as of the end of 2024 (from the end of 2023) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. |
Pay Versus Performance
The amounts added or subtracted to determine the adjusted amount for our PEO are as follows:
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value (from the end of the Prior Year) of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | Adjusted Value of Equity Awards | | 2024 | — | $(12,580,368) | — | $(1,530,725) | — | — | $(14,111,093) |
Pay Versus Performance
For time-based stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date. For non-market-conditioned performance-based stock options, a similar valuation model was used, and the probability of performance was taken into account as of the measurement date. For performance-based stock options, the fair value or change in fair value, as applicable, was determined using a Monte Carlo simulation of the measurement date.
Pay Versus Performance
| 3 | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Wang) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Wang) included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, 2023, 2022, 2021 and 2020, Mark McKechnie, Jian Wang, Lisa Feng, and Fuping Chen. Due to an administrative error, the amount reported for 2023 in last year’s proxy statement was overstated by approximately $972,346 and has been corrected. |
Pay Versus Performance
| 4 | This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Wang), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Wang) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Wang) for 2024 to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c): |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $357,974 | — | $(1,296,396) | $(938,422) | | 2023 | $5,041,649 | $(4,713,894) | $6,444,606 | $6,772,362 |
Pay Versus Performance
| (a) This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Wang) in the “Total” column of the Summary Compensation Table in 2024. Please refer to the Summary Compensation Table in this Proxy Statement. |
Pay Versus Performance
| (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Wang) in the “Option Awards” column in the Summary Compensation Table in 2024. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column is replaced with the amount reported in the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for 2024. |
Pay Versus Performance
| (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Wang) in the “Option Awards” column in the Summary Compensation Table in 2024 determined using the same methodology described above in Note 2(c) for each NEO (excluding Mr. Wang), which is then averaged to determine the average “compensation actually paid” to the NEOs as a group (excluding Mr. Wang) for 2024. |
Pay Versus Performance
The amounts added or subtracted to determine the adjusted average amount for our non-PEO NEOs are as follows:
Pay Versus Performance
| Year | Average Year End Fair Value of Equity Awards Granted in the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year | Average Change in Fair Value (from the end of the Prior Year) of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | Adjusted Average Value of Equity Awards | | 2024 | — | $(873,175) | — | $(423,221) | — | — | $(1,296,396) | | 2023 | $5,929,406 | $433,345 | — | $81,855 | — | — | $6,444,606 |
Pay Versus Performance
| 5 | This column represents cumulative Company total shareholder return (“TSR”) and is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
Pay Versus Performance
| 6 | This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: the Russell 1000 index. |
Pay Versus Performance
| 7 | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| 8 | We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for years 2023, 2022, 2021 or 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Description of the Information Presented in the Pay versus Performance Table
Description of the Information Presented in the Pay versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group; Compensation Actually Paid and Cumulative Company TSR
Cumulative TSR of the Company and Cumulative TSR of the Peer Group; Compensation Actually Paid and Cumulative Company TSR The following chart shows the cumulative TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, versus the TSR of the Company’s Peer Group (the Russell 1000 index), assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K. Please see Note 5 and Note 6, above, for additional information related to the computation of Company TSR and peer group TSR, respectively. The following chart also shows the relationship between Compensation Actually Paid to our PEO, and the average of Compensation Actually Paid to our non-PEO NEOs, versus the Company’s cumulative TSR over the five most recently completed fiscal years, in each case as computed in accordance with the requirements of Item 402(v) of Regulation SN-K:
Compensation Actually Paid and Company Net Income
Compensation Actually Paid and Company Net Income The following chart shows the relationship between Compensation Actually Paid to our PEO, and the average of Compensation Actually Paid to our non-PEO NEOs, versus the Company’s net income during the most-recently completed four fiscal years, in each case as computed in accordance with the requirements of Item 402(v) of Regulation S-K:
Compensation Actually Paid and Company Revenue
Compensation Actually Paid and Company Revenue The following chart shows the relationship between Compensation Actually Paid to our PEO, and the average of Compensation Actually Paid to our non-PEO NEOs, versus the Company’s revenue during the five most-recently completed fiscal years, in each case as computed in accordance with the requirements of Item 402(v) of Regulation S-K: