DEF 14A of ACM Research, Inc.
Filed Apr 27, 2026 · FY20250001628280-26-027358
Director Nominee Representation
Director Nominee Representation
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Director | Fees Paid in Cash ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Haiping Dun(3) | 34,667 | 350,720 | — | 385,387 | | Chenming C. Hu(3) | 21,438 | — | — | 21,438 | | Tracy Liu(3) | 32,500 | 350,720 | — | 383,220 | | Charlie Pappis(3) | 12,000 | 556,929 | — | 568,929 |
2025 Director Compensation
1.Represents annual cash retainers paid in arrears to, or earned by, our non-employee directors in 2025. Where a director joined or departed the Board mid-year, or a director’s committee assignments changed during 2025, the applicable retainers were prorated to reflect the director's actual period of service. Due to a change in director payment schedule, certain fees will be paid in 2026 for 2025 service. 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 the effect of estimated forfeitures, of non-qualified stock options granted (i) to all directors (other than Dr. Hu, whose board service concluded at the 2025 Annual Meeting of Stockholders on June 12, 2025) on August 12, 2025 to acquire, subject to vesting, a total of 20,000 shares and (ii) to Mr. Pappis on March 15, 2025, to acquire, subject to vesting, a total of 10,000 shares. Each Annual Option vests, subject to continued board service, in full immediately prior to the 2026 Annual Meeting. The option granted to Mr. Pappis vested, subject to continued board service, in full immediately prior to the 2025 Annual Meeting of Stockholders. 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, 2025. As of December 31, 2025, (a) Dr. Dun held unexercised stock options for 32,500 shares of Class A common stock, (b) Dr. Hu held unexercised stock options for 145,000 shares of Class A common stock, (c) Ms. Liu held unexercised stock options for 32,500 shares of Class A common stock, and (d) Mr. Pappis unexercised stock options for 20,000 shares of Class A common stock. 3.Chair of a board committee during 2025. 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.
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 13, 2026: •the nominee’s professional experience for at least the past five years; •the year in which the nominee first became one of our directors; •each committee of the board of directors on which the nominee currently serves; •the nominee’s age as of the record date for the Annual Meeting; •the relevant skills the nominee possesses that qualify him or her for nomination to the board; and •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
| | 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. 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. Relevant Skills •Industry •Innovation •Leadership •Global | | David H. Wang Age: 64 ACM Board Service •Tenure: 28 years (1998) | |
Information Concerning Nominees for Election as Directors
| ACM Research, Inc. | 22 | 2026 Proxy Statement |
Information Concerning Nominees for Election as Directors
| | Professional Experience •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 •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 •Industry •Innovation •Leadership •Global | | Haiping Dun Age: 76 Independent ACM Board Service •Tenure: 23 years (2003) •Committees: ◦Audit ◦Compensation (Chair) | |
Information Concerning Nominees for Election as Directors
| | 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. Relevant Skills •Industry •Finance •Innovation •Leadership •Global | | Charles Pappis Age: 65 Independent ACM Board Service •Tenure: 1 years (2025) •Committees: ◦Audit ◦Nominating and Governance (Chair) | |
Information Concerning Nominees for Election as Directors
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Information Concerning Nominees for Election as Directors
| | Professional Experience •Served as one of our directors since September 2016. •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 •Finance •Leadership •Global | | Tracy Liu Age: 61 Independent ACM Board Service •Tenure: 10 years (2016) •Committees: ◦Audit (Chair) ◦Compensation ◦Nominating and Governance | |
Information Concerning Nominees for Election as Directors
| VOTE | | The board of directors recommends a vote FOR each of the four nominees for election as directors. |
Information Concerning Nominees for Election as Directors
| ACM Research, Inc. | 24 | 2026 Proxy Statement |
Information Concerning Nominees for Election as Directors
Beneficial Ownership of Common Stock The following table sets forth the number of outstanding shares of Class A and Class B common stock beneficially owned and the percentage of each class beneficially owned, as of the record date of April 13, 2026, by: •each person known to us to be the beneficial owner of more than five percent of the then-outstanding Class A common stock (on an as-converted basis) or the then-outstanding Class B common stock; •each of the directors (who include each of the director nominees) and each of the named executive officers (NEO); and •all of our directors (who include all of the director nominees) and executive officers as a group. The number of shares of Class A and Class B common stock beneficially owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire by June 12, 2026 (sixty days after April 13, 2026) through the exercise or conversion of a security or other right. As of April 13, 2026, there were 61,223,064 shares of Class A common stock outstanding and 4,991,808 shares of Class B common stock outstanding. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose. Unless otherwise indicated, the address of all individuals listed below is c/o ACM Research, Inc., 42307 Osgood Road, Suite I, Fremont, California 94539.
Information Concerning Nominees for Election as Directors
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Information Concerning Nominees for Election as Directors
| | Class A(1) | | Class B | | | | Beneficial Owner | Shares (#) | % | Shares (#) | % | Total Voting Power(2) (%) | | 5% Stockholders | | | | | | | BlackRock, Inc(3) | 7,420,308 | 12.1 | — | — | 4.6 | | Shanghai Pudong Innotek Capital Co., Ltd.(4) | 3,358,728 | 5.5 | — | — | 2.1 | | Named Executive Officers and Directors | | | | | | | David H. Wang(5) | 8,836,553 | 14.4 | 4,166,808 | 83.5 | 57.2 | | Haiping Dun(6) | 1,344,340 | 2.2 | 300,000 | 6.0 | 4.6 | | Jian Wang(7) | 418,161 | * | 150,003 | 3.0 | 2.1 | | Chenming Hu(8) | 20,000 | * | — | — | * | | Tracy Liu(9) | 234,522 | * | — | — | * | | Fuping Chen(10) | 114,165 | * | — | — | * | | Lisa Feng(11) | 173,334 | * | — | — | * | | Mark McKechnie(12) | 208,599 | * | — | — | * | | Charles Pappis(13) | — | * | — | — | * | | All executive officers and directors as a group (10 persons)(14) | 11,486,342 | 18.8 | 4,616,811 | 92.5 | 64.5 |
Information Concerning Nominees for Election as Directors
*Less than 1%. 1.Includes the number of shares of Class A common stock issuable upon conversion of shares of Class B common stock, which are convertible at any time into shares of Class A common stock. 2.Percentage of total voting power represents voting power with respect to all shares of Class A and Class B common stock, voting as a single class. Holders are entitled to one vote per share of Class A common stock and twenty votes per share of Class B common stock. 3.Based on a Schedule 13G/A filed with the SEC on October 2, 2025 by BlackRock, Inc., BlackRock, Inc. has sole voting power over 7,296,615 shares of Class A common stock and sole dispositive power over 7,420,308 shares of Class A common stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. 4.Based on a Schedule 13D/A filed with the SEC on October 29, 2024, Shanghai Pudong Innotek Capital Co., Ltd. has shared voting and dispositive power over 3,358,728 shares of Class A common stock. The address of Shanghai Pudong Innotek Capital Co., Ltd. is No. 118 Rongke Road, 17th Floor, Pudong New Area, Shanghai, People’s Republic of China 200120. 5.Includes (a) 800,001 shares of Class A common stock held by Dr. Wang and Jing Chen, as Trustees for the Wang-Chen Family Living Trust; (b) 100,000 shares held by Dr. Wang’s wife, Jing Chen; (c) 45,837 shares of Class A common stock held by Dr. Wang’s daughter, Sophia Wang; (d) 4,166,808 shares of Class A common stock issuable upon conversion of Class B common stock, of which shares of Class B common stock a total of 352,002 are held by Dr. Wang’s son, Brian Wang, 352,002 are held by Dr. Wang’s daughter, Sophia Wang, and 22,002 are held by Dr. Wang and Jing Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; and (e) 3,440,802 shares of Class A common stock issuable upon the exercise of options exercisable by June 12, 2026. 6.Includes (a) 189,250 shares of Class A common stock issuable under options exercisable by June 12, 2026 and (b) 300,000 shares of Class A common stock issuable upon conversion of Class B common stock. 7.Includes (a) 15,000 shares of Class A common stock issuable under options exercisable by June 12, 2026 and (b) 150,003 shares of Class A common stock issuable upon conversion of Class B common stock.
Information Concerning Nominees for Election as Directors
| ACM Research, Inc. | 26 | 2026 Proxy Statement |
Information Concerning Nominees for Election as Directors
11.Includes 123,333 shares of Class A common stock exercisable under options by June 12, 2026. 12.Includes 207,699 shares of Class A common stock exercisable under options by June 12, 2026. 14.Includes (a) 3,788,562 shares of Class A common stock issuable under options exercisable by June 12, 2026, (b) 4,616,811 shares of Class A common stock issuable upon conversion of Class B common stock and (c) shares held jointly, indirectly and/or in trust.
Information Concerning Nominees for Election as Directors
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Information Concerning Nominees for Election as Directors
Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act requires our executive officers and directors and any persons owning ten percent or more of our Class A common stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities and to furnish us with copies of the reports. Based solely upon a review of the Section 16(a) reports furnished to us, along with written representations from our executive officers and directors, we believe that all Section 16(a) filings applicable to our directors, officers, and 10% stockholders were filed on a timely basis during the year ended December 31, 2025, except those listed below: •May 21, 2025: Section 16(a) filing filed late by Charles Pappis reporting one late Form 3 reflecting one transaction. •May 21, 2025: Section 16(a) filing filed late by Charles Pappis reporting one late Form 4 reflecting one transaction. •August 30, 2025: Section 16(a) filing filed late by David H. Wang reporting one late Form 4 reflecting one transaction.
Information Concerning Nominees for Election as Directors
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Information Concerning Nominees for Election as Directors
Executive Officers The following table sets forth, as of April 13, 2026, the names of our executive officers, their ages, their positions and business experience, and the year of their first election as officers. Each executive officer serves at the discretion of the board of directors and holds office until his successor is duly elected and qualified or until his earlier resignation or removal.
Information Concerning Nominees for Election as Directors
| Name | Age | Positions and Business Experience | Year First Elected Officer | | David H. Wang | 64 | Please see “Proposal 1. Election of Directors—Information Concerning Nominees for Election as Directors.” | 1998 | | Mark McKechnie | 60 | Chief Financial Officer, Treasurer and Secretary of ACM Research, Inc. (November 2019-present); Vice President of Finance of ACM Research, Inc. (July 2018-November 2019); Vice President of Investor Relations and Strategic Initiatives of Silver Spring Networks, a provider of smart grid products (November 2014-January 2018); Managing Director of Technology Equity Research of Evercore Partners, a global investment banking firm (2012-2014); received a Bachelor of Science in Electrical Engineering degree from Purdue University and a Master of Business Administration degree from The Kellogg School of Management at Northwestern University. | 2019 | | Jian Wang | 61 | Chief Executive Officer and President of ACM Research (Shanghai), Inc. (November 2019-present); Vice President, Research and Development of ACM Research (Shanghai), Inc. (January 2015-November 2019); Director of Research and Development of ACM Research (Shanghai), Inc. (2011-January 2015), focusing on the research and development of stress-free polishing and electro-chemical-copper-planarization technologies; received a Master of Science degree in computer science from Northwestern Polytechnic University, a Master of Science degree in marine engineering from Kobe University and a Bachelor of Science degree in mechanical engineering from Southeast University. | 2015 | | Lisa Feng | 67 | Chief Financial Officer of ACM Research (Shanghai), Inc. (November 2019-present); Chief Accounting Officer, Interim Chief Financial Officer and Treasurer of ACM Research, Inc. (January 2018- November 2019); Financial Controller of Amlogic, a fabless semiconductor company (October 2017-January 2018); Corporate Controller of Amlogic, Inc. (August 2008-September 2017); received a Bachelor of Science degree in Business/Economics from Southern Connecticut State University and a Master of Science degree in Accounting from Golden Gate University. | 2019 | | Sotheara Cheav | 74 | Senior Vice President, Manufacturing of ACM Research, Inc. (April 2025-Present); Senior Vice President, Manufacturing of ACM Research (Shanghai), Inc. (May 2019-March 2025); Vice President, Manufacturing of ACM Research (Shanghai), Inc. (January 2015-May 2019); Director of Manufacturing of ACM Research (Shanghai), Inc. (2011-December 2014); received a Bachelor of Science degree in Science and Technology from the University of Cambodia and an Associate of Science degree in Electronics from Bay Valley Technical Institute. | 2015 | | Fuping Chen | 44 | Vice President, Sales—China of ACM Research (Shanghai), Inc. (January 2018-present); Senior Technical Director of ACM Research, Inc. (2010-2017); Assistant Wet Process Manager of SK Hynix Inc., a semiconductor company (2006-2010); received a Bachelor of Science degree from Nanjing University of Technology of Material Science and Engineering and a Master of Science degree from Zhejiang University of Material Science and Engineering. | 2018 |
Information Concerning Nominees for Election as Directors
David Wang and Jian Wang are brothers.
Information Concerning Nominees for Election as Directors
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Information Concerning Nominees for Election as Directors
Compensation Discussion and Analysis This Compensation Discussion and Analysis explains our executive compensation program as it relates to our Named Executive Officers (NEOs), who have been determined, and whose compensation information is presented in the following tables and discussion, in accordance with SEC rules:
Fiscal Year 2025 NEOs
| What We Do | What We Don’t 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 | •No accelerated or continued vesting of equity awards upon retirement; | | •Ongoing engagement with our institutional stockholders regarding our compensation policies and practice; | •No agreements stipulating or guaranteeing bonuses for any of our NEOs; | | •Clawback policy; | •No pension or related benefits, except as required by law | | •Annual compensation risk assessment; | •No significant perquisites to NEOs relative to all employees; | | •Independent compensation consultant engaged by the Compensation Committee; | •No tax gross ups; | | •All directors on the compensation committee are independent; and | •No strict benchmarking of compensation to a specific percentile of our compensation peer group; | | •Hedging and short sale transactions related to ACM stock are prohibited. | •No incentivizing unnecessary or excessive risk taking; and | | | •No dividend payments on unvested awards. |
Compensation Philosophy
Compensation Philosophy We operate in a highly competitive business environment with 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 of 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. While the Compensation Committee carefully considers the market data for each role, it believes that retaining discretion to assess the overall performance of NEOs gives the 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 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 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. The compensation committee determined that it was not necessary to engage an independent compensation consultant for fiscal 2025 compensation decisions. In reaching this decision, the compensation committee considered that the compensation framework established with the benefit of Aon’s comprehensive review in 2023 remained appropriate and continued to serve as a sound foundation for the compensation committee’s compensation decisions. The compensation committee also considered that there had been no material changes to the Company’s executive team, business profile, or strategic direction that would necessitate a fresh, full-scope engagement. The compensation committee retains the authority to engage an independent compensation consultant at any time and will continue to evaluate on an annual basis whether doing so is advisable based on the evolving needs of the Company and any anticipated changes to its NEO compensation program.
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 2025 NEO compensation decisions. The compensation committee determined that no changes were warranted, as the existing peer group continued to appropriately reflect companies in a comparable sector, and with comparable revenue, market capitalization, and headcount.
Compensation Peer Group
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Compensation Peer Group
The peer group consisted of the following 14 companies:
Compensation Peer Group
| Alpha and Omega Semiconductor Limited (AOSL) | Magnachip Semiconductor (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 stable 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 2025 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 NEOs have been positioned below the market 25th percentile of our compensation peer group. While we do not benchmark a specific percentile for salary or cash compensation, in 2025, the compensation committee increased the base salaries for our U.S.-based NEOs to reflect their responsibilities and performance and to adjust his base salary to more market-competitive levels. Base salaries for our China-based NEOs were reduced or maintained with compensation shifted towards incentive-based bonuses. The Committee believes this recalibration (i) places a greater proportion of the applicable NEO's annual cash compensation at risk and directly contingent upon Company and individual performance, (ii) enhances alignment between executive incentives and shareholder interests by rewarding measurable results rather than fixed tenure-based pay, and (iii) reinforces a culture of accountability and performance differentiation, while preserving competitive total compensation opportunities for strong performance. We expect to continue to adjust the salaries of our NEOs in an incremental fashion to bring the salary of each closer to a market-appropriate level and consistent with their contributions.
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 the Company’s priorities and to also reward them for individual results and achievements. There are no specific threshold, target, or maximum levels associated with the performance factors considered or the bonus payouts, 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 2025, improved operating margins, progress on new products, new customers, progress with global customers, and each NEO’s individual contributions and performance, the compensation committee approved the following bonuses for 2025:
Annual Cash Bonus Program
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Annual Cash Bonus Program
| Named Executive Officer | 2025 Cash Bonus ($) | | David H. Wang | 359,920 | | Mark McKechnie | 120,000 | | Jian Wang | 311,849 | | Lisa Feng | 205,117 | | Fuping Chen | 240,570 |
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, including those with performance conditions attached, 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 scheduled 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 2025, we did not grant stock options to any of our NEOs. The compensation committee concluded that the other elements of our compensation program (including base salary and annual cash incentive opportunities, as well as outstanding equity awards) were sufficient to achieve our compensation objectives of attracting and retaining executive talent and motivating performance.
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 NEOs Mr. McKechnie and David H. Wang, 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 January 8, 2018 and extended through September 24, 2028. 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 and David H. Wang, may be entitled to statutory severance as required by applicable law.
Potential Payments Upon Termination or Change in Control
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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 2025 who were serving as executive officers at the end of 2025, Jian Wang, Lisa Feng and Fuping Chen.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Option Awards ($)(1)(2) | All Other Compensation ($)(1)(3) | Total ($) | | David H. Wang Chief Executive Officer and President | 2025 | 267,801 | 359,920 | — | 5,048 | 632,769 | | | 2024 | 266,940 | 227,448 | — | 4,219 | 498,607 | | | 2023 | 256,212 | 205,755 | 23,067,744 | 4,264 | 23,533,975 | | Mark McKechnie Chief Financial Officer, Treasurer and Secretary | 2025 | 309,500 | 120,000 | — | — | 429,500 | | | 2024 | 280,350 | 100,000 | — | — | 380,350 | | | 2023 | 273,675 | 37,500 | 3,113,850 | — | 3,425,025 | | Jian Wang Chief Executive Officer and President, ACM Research (Shanghai), Inc. | 2025 | 170,907 | 311,849 | — | 4,350 | 487,106 | | | 2024 | 206,673 | 189,540 | — | 3,635 | 399,848 | | | 2023 | 203,317 | 170,280 | 8,822,265 | 3,674 | 9,199,536 | | Lisa Feng Chief Financial Officer ACM Research (Shanghai), Inc. | 2025 | 179,246 | 205,117 | — | 6,058 | 390,421 | | | 2024 | 201,641 | 106,704 | — | 5,063 | 313,408 | | | 2023 | 196,532 | 93,654 | 3,978,705 | 4,264 | 4,273,155 | | Fuping Chen Vice President, Sales—China ACM Research (Shanghai), Inc. | 2025 | 138,410 | 240,570 | — | 3,867 | 382,847 | | | 2024 | 164,468 | 182,520 | — | 3,232 | 350,220 | | | 2023 | 157,845 | 170,280 | 6,830,141 | — | 7,158,266 |
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. 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 the effect of 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, 2025. 3.The amounts shown include health insurance premiums paid by us.
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards In 2025, we did not grant any non-equity incentive plan awards to our NEOs, nor did we grant any equity awards to our NEOs.
Grants of Plan-Based Awards
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Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding each unexercised option held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Option Awards | | | | | | Name | 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 Wang(1)(3) | 480,002 | — | — | 1.00 | 12/27/2026 | | (1)(3) | 150,000 | — | — | 5.60 | 4/22/2029 | | (1)(4) | 1,090,797 | — | 545,400 | 7.36 | 3/19/2030 | | (1)(5) | 630,000 | 450,000 | — | 13.89 | 8/9/2033 | | (2)(6) | 625,000 | 625,000 | — | 7.06 | 8/2/2028 | | Mark McKechnie(1)(7) | 83,333 | 16,667 | — | 19.49 | 08/11/2032 | | (1)(5) | 175,000 | 125,000 | — | 13.89 | 08/09/2033 | | Jian Wang(1)(3) | 15,000 | — | — | 25.45 | 3/3/2032 | | (2)(6) | 465,000 | 465,000 | | 7.06 | 08/02/2028 | | Lisa Feng(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) | 58,333 | 41,667 | | 13.89 | 03/03/2032 | | (2)(6) | 155,000 | 155,000 | — | 7.06 | 08/02/2028 | | Fuping Chen(1)(3) | 21,165 | — | — | 1.77 | 01/24/2028 | | (1)(3) | 30,000 | — | — | 5.33 | 08/03/2029 | | (1)(3) | 60,000 | — | — | 28.42 | 07/27/2030 | | (1)(3) | 3,000 | — | — | 25.45 | 03/03/2032 | | (2)(6) | 360,000 | 360,000 | — | 7.06 | 8/2/2028 |
Outstanding Equity Awards at December 31, 2025
1.Option covers Class A common stock. 2.Option covers common stock of ACM Shanghai. 3.Option is fully vested. 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. A second tranche of 545,397 shares vested and became exercisable on October 27, 2025, which was the first trading day as of which our market capitalization equaled or exceeded $2,553,383,586. The remaining shares will vest and become exercisable upon the first trading day, if any, on which our market capitalization equals or exceeds $3,553,383,586. 5.Option was granted on August 10, 2023 One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.
Outstanding Equity Awards at December 31, 2025
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Outstanding Equity Awards at December 31, 2025
6.Option was granted on August 3, 2023 One quarter of the option shall vest and become exercisable on the each of the first four anniversaries of the grant date, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Shanghai. 7.Option was granted on August 12, 2022. One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM. For information regarding the vesting acceleration provisions applicable to the options held by our NEOs, please see “Compensation Discussion and Analysis—Potential Payments Upon Termination or Change in Control” above.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table provides information regarding the exercise by the NEOs of vested options during the year ended December 31, 2025. All options were exercised for Class A common stock. The NEOs not listed in the table did not exercise vested options during the year ended December 31, 2025.
2025 Option Exercises and Stock Vested
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | David Wang | 730,000 | 19,242,900 | | Mark McKechnie | 76,250 | 1,395,538 | | Lisa Feng | 60,000 | 1,473,000 |
2025 Option Exercises and Stock Vested
1.The value realized on exercise 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 and David H. Wang, 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, 2025, 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, 2025 ($39.45), minus the aggregate exercise price. For purposes of the 2016 Plan, “change in control” generally means the occurrence of any of the following: •Any person becomes the owner of securities in the Company representing more than fifty percent of the combined voting power of the Company, other than as a result of a merger, consolidation or similar transaction; •Consummation of a merger, consolidation or similar transaction of the Company and after such transaction the stockholders of the Company no longer own 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity, in substantially the same proportions as their ownership prior to such transaction;
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
•A sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company and the subsidiary; and •The incumbent board ceases to constitute, for any reason, at least a majority of the members of the board.
Potential Payments Upon Termination or Change in Control
| Name | Vesting upon Change in Control ($) | | David Wang | 103,643,939 | | Mark McKechnie | 9,664,000 | | Jian Wang | 210,000 | | Lisa Feng | 4,719,000 | | Fuping Chen | 2,524,897 |
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, 2025, or our CEO. For 2025, our last completed fiscal year: •The annual total compensation of our median compensated employee (excluding our CEO) for 2025 was $30,498. •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 $632,769. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of our median compensated employee (excluding our CEO) was 21 to 1. We took the following steps to identify our median compensated employee for 2025. 1.We determined that, as of December 31, 2025, our employee population consisted of 2,518 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the December 31, 2025 determination date. 2.To identify the “median employee” from our employee population, we aggregated for each applicable employee, excluding our CEO, (a) annual base salary (or hourly rate multiplied by estimated work schedule, for hourly employees), (b) the bonus amount earned for 2025, which was paid in 2026, and (c) the grant date fair value of equity awards granted in 2025. Once aggregated, we ranked this compensation measure for our employees from lowest to highest and selected the median employee. We annualized the compensation for permanent employees (full-time or part-time) that were employed by us for less than the full fiscal year. We did not make any cost of living adjustments. For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the SEC, resulting in annual total compensation of $30,498. 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 during 2025. 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.
CEO Pay Ratio
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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 our principal executive officer (PEO) and Non-PEO NEOs 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 | | | | 2025 | $632,769 | $59,473,472 | $422,468 | $9,613,916 | $146 | $176 | $122 | $901.3 | | 2024 | $498,607 | ($13,612,486) | $357,974 | ($938,422) | $56 | $152 | $131 | $782.1 | | 2023 | $23,533,975 | $39,640,249 | $5,041,649 | $6,772,362 | $72 | $124 | $97 | $558.0 | | 2022 | $404,982 | ($20,877,170) | $1,114,059 | ($1,948,838) | $28 | $83 | $51 | $389.0 | | 2021 | $398,876 | $10,772,637 | $240,810 | $4,119,010 | $105 | $106 | $43 | $260.0 |
Pay Versus Performance
1.This column represents the amount of total compensation reported for Mr. Wang (our Chief Executive Officer and President) for each corresponding year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in the applicable proxy statement. 2.This column represents the amount of “compensation actually paid” to Mr. Wang, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wang during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Wang’s total compensation for 2025 to determine the “compensation actually paid”:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO(a) ($) | Reported Summary Compensation Table Value of PEO Equity Awards(b) ($) | Adjusted Value of Equity Awards(c) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 632,769 | — | 58,840,703 | 59,473,472 |
Pay Versus Performance
a.This column represents the amount of total compensation reported for Mr. Wang for 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. b.This column represents the grant date fair value of equity awards reported in the “Option Awards” column in the Summary Compensation Table for 2025. No equity awards were granted to Mr. Wang in 2025. 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 2025.
Pay Versus Performance
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Pay Versus Performance
c.This column represents an adjustment to the amounts in the “Option Awards” column in the Summary Compensation Table for 2025. For 2025, the adjusted amount replaces the “Option Awards” column in the Summary Compensation Table for Mr. Wang for 2025. The adjusted amount is determined by adding (or subtracting, as applicable) the following for 2025: (i) the year-end fair value of any equity awards granted in 2025 that are outstanding and unvested as of the end of 2025; (ii) the amount of change as of the end of 2025 (from the end of 2024) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2025; (iii) for awards that are granted and vest in 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2025, 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 2025, 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 2025 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 2025. 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 ($) | Adjusted Value of Equity Awards ($) | | 2025 | — | 36,499,596 | — | 22,341,107 | — | — | 58,840,703 |
Pay Versus Performance
For 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. No pension adjustments were applicable as the NEOs do not participate in a pension program. 3.This column represents the average of the amounts reported for the Company’s 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 2025, 2024, 2023, 2022, and 2021, Mark McKechnie, Jian Wang, Lisa Feng, and Fuping Chen. 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 2025 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) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 422,468 | — | 9,191,448 | 9,613,916 |
Pay Versus Performance
a.This column represents the average of the amounts reported for the Company’s NEO as a group (excluding Mr. Wang) in the “Total” column of the Summary Compensation Table in 2025.No equity awards were granted to the Company’s NEO as a group (excluding Mr. Wang) in 2025. Please refer to the Summary Compensation Table in this Proxy Statement. 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 2025. 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 2025.
Pay Versus Performance
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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 2025 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 2025. 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 ($) | | 2025 | — | 7,076,292 | — | 2,115,157 | — | — | 9,191,449 |
Pay Versus Performance
For 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. No pension adjustments were applicable as the NEOs do not participate in a pension program. 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. 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. 7.This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. 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 2025. 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
Description of the Information Presented in the Pay versus Performance Table
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Description of the Information Presented in the Pay versus Performance Table
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 the Notes 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 S-K:
Cumulative TSR of the Company and Cumulative TSR of the Peer Group; Compensation Actually Paid and Cumulative Company TSR
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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 five 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 Net Income
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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:
Compensation Actually Paid and Company Revenue
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Compensation Actually Paid and Company Revenue
Proposal 2 Ratification of Appointment of Independent Auditor for 2026