DEF 14A of Microvast Holdings, Inc.
Filed Sep 10, 2025 · FY20240001760689-25-000023
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS The following information is provided as of the Record Date.
OUR BOARD OF DIRECTORS
| Name | Age | Position(s) | | Yang Wu | 59 | Chief Executive Officer and Chairman of the Board | | Arthur Wong | 65 | Director | | Yixin Pan | 58 | Director | | Wei Ying | 59 | Director | | Isida Tushe | 38 | President, General Counsel, Corporate Secretary and Director |
OUR BOARD OF DIRECTORS
Yang Wu was elected to our Board as a Class III director in 2021 and was re-elected in 2024 and serves as our Chief Executive Officer and Chairman of the Board. Mr. Wu is the founder of Microvast and has been its Chairman and Chief Executive Officer since its inception in October 2006. Mr. Wu also served as President of the Company from its inception through April 14, 2022, from January 10, 2023 to August 3, 2023 and from February 5, 2024 through April 17, 2024. From 2000 to 2006, Mr. Wu served as chief executive officer at Omex Environmental Engineering Co., Ltd., a water treatment company, which he founded and was acquired by Dow Chemical Company in 2006. From 1996 to 2000, Mr. Wu served as chief executive officer and founder of Omex Engineering and Construction Inc. Prior to Omex Engineering and Construction, from 1989 to 1996, Mr. Wu was the founder of World Wide Omex, Inc., an agent for a large oilfield service company. Mr. Wu received his bachelor’s degree from Southwest Petroleum University, Chengdu. Mr. Wu is qualified to serve on our Board due to his deep industry expertise and his leadership experience. Mr. Wu is a U.S. citizen and resides in the U.S. Isida Tushe was elected to the Board as a Class III director in 2024 and serves as our President, General Counsel and Corporate Secretary. Ms. Tushe has served as the Company’s General Counsel since March 15, 2023 and as the Company’s Corporate Secretary since May 8, 2023 and was appointed as President of the Company on April 18, 2024. Prior to joining the Company, Ms. Tushe served as the General Counsel and Corporate Secretary at DC Green Bank and mPhase Technologies, Inc., where she oversaw all legal and compliance matters. Prior to that, Ms. Tushe served as the General Counsel of FFP New Hydro LLC, a developer of low-impact hydroelectric energy generation and storage in the United States, overseeing all legal and lobbying functions. Ms. Tushe has also held various senior positions involving finance, commercial and legal aspects of structured finance, M&A, project finance and development, intellectual property and corporate governance, including as VP and Senior Counsel at Pine Gate Renewables, LLC and as VP of Project Finance and Counsel at Fuel Cell Energy, Inc. Ms. Tushe is qualified to serve on our Board due to her legal and finance project experience, particularly with companies in power generation, renewables and clean technologies. Ms. Tushe is a U.S. citizen and resides in the U.S. Arthur Wong was elected to the Board as a Class II director in 2021 and was re-elected in 2023. Mr. Wong currently serves as an independent director and Chairman of the audit committee of Daqo New Energy Corp. (NYSE: DQ). From March 2019 to June 2024, Mr. Wong served as an independent director of Canadian Solar Inc. (NASDAQ: CSIQ). From March 2020 to March 2022, Mr. Wong served as an independent director of Tarena International, Inc. (NASDAQ: TEDU). From 2008 to 2018, Mr. Wong served as the Chief Financial Officer for Asia New-Energy, Nobao Renewable Energy, GreenTree Inns Hotel Management Group and Beijing Radio Cultural Transmission Company Limited, sequentially. From 1982 to 2008, Mr. Wong worked for Deloitte Touche Tohmatsu in Hong Kong, San Jose and Beijing over various periods of time, with his last position as a partner in the Beijing office. Mr. Wong received a bachelor’s degree in applied economics from the University of San Francisco and a higher diploma of accountancy from Hong Kong Polytechnic University. He is a member of the American Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Wong is qualified to serve on our Board due to his extensive experience and knowledge of accounting and financial matters as well as audit functions. Mr. Wong is both a U.K. citizen and a Hong Kong citizen and resides in China. Yixin Pan was elected to the Board as a Class III director in 2024. Ms. Pan has over 25 years of experience in tech innovation, entrepreneurship, operations, marketing, investment banking, and M&A across multiple industries and for Fortune 500 companies and small emerging technology startups. Most recently, Ms. Pan previously served as a board member, audit committee member, and the committee chair of the Nomination, Governance and Compensation Committee and the Technology Committee of VIQ Solutions (TSX:VQS). Ms. Pan has served as managing partner of XTVUE, LLC., a boutique investment bank and management consulting firm, since 2008. Ms. Pan earned a Master of Business Administration from Cornell University and a Master of Science in Mechanical Engineering from Northern Illinois University. Ms. Pan is qualified to serve on our Board due to her extensive leadership experience and industry knowledge. Ms. Pan is a U.S. citizen and resides in the U.S. Wei Ying was elected to the Board as a Class I director in 2021 and was re-elected in 2022. Since December 2014, Mr. Ying has been a managing partner and director of CDH Shanghai Dinghui Bai Fu Investment Management Co., Ltd., a key investment manager entity under CDH Investment, and certain of its affiliates. Mr. Ying has served as a director of CHTC Fong’s Industries Company Limited (HKG: 0641) since September 2011, a director of Fountain Set (Holdings) Limited (HKG: 0420) since January 2015, a director of Zhongsheng Group Holdings Limited (OTCMKTS: ZSHGY) since December 2016, and a director of Beijing East Environment, Energy Technology Co., Ltd. (NEEQ: 831083) since December 2016, in addition and as a director of several private companies. Mr. Ying received a bachelor’s degree in Economics from Zhejiang Gongshang University and a Master of Business Administration from the University of San Francisco School of Management. Mr. Ying is qualified to serve on our Board due to his extensive leadership experience and industry knowledge. Mr. Ying is a Hong Kong citizen and resides in Hong Kong.
Guidelines for Selecting Director Nominees
Guidelines for Selecting Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide that persons to be nominated: •should have demonstrated notable or significant achievements in business, education or public service; •should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and •should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the Company’s stockholders. The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The adequacy of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to the Board for approval. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to Microvast Holdings, Inc., Attention: Corporate Secretary, 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation of our NEOs for the years ended December 31, 2024 and 2023. Dr. Wu and Ms. Tushe were not NEOs in 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All other compensation ($) | Total Compensation ($) | | Yang Wu | 2024 | 564,480 | — | 590,000 | — | — | — | 1,154,480 | | Chairman and Chief Executive Officer | 2023 | 550,008 | — | — | — | 99,000 | — | 649,008 | | Shengxian Wu | 2024 | 400,000 | 93,750 | — | 890,000 | — | — | 1,383,750 | | Chief Operating Officer | 2023 | — | — | — | — | — | — | — | | Isida Tushe | 2024 | 450,000 | 125,000 | — | 890,000 | — | — | 1,465,000 | | President, General Counsel and Company Secretary | 2023 | — | — | — | — | — | — | — |
Summary Compensation Table
(1)Represents the aggregate grant date fair value of stock awards granted to our NEOs, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB Topic 718”). The 2024 stock awards consist of grants of restricted stock units (“RSUs”) granted pursuant to the Microvast Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The terms of the 2024 RSUs are summarized in “Elements of Executive Compensation—Long Term Incentives” below. The assumptions made when calculating the amounts reported are found in Note 21, “Share-Based Payment” to our audited consolidated financial statements included in Part II, Item 8 of the Annual Report. Assuming maximum level of performance, the aggregate grant date values of the RSUs are as follows:
Summary Compensation Table
| Name | RSUs ($) | Performance Stock Units (“PSUs”) ($) | Total ($) | | Yang Wu | 590,000 | — | 590,000 | | Shengxian Wu | — | — | — | | Isida Tushe | — | — | — |
Summary Compensation Table
(2) Represents the grant date fair value of stock options granted to our NEOs, computed in accordance with FASB Topic 718. The assumptions made when calculating the amounts reported are found in Note 21, “Share-Based Payment” to our audited consolidated financial statements included in Part II, Item 8 of the Annual Report. (3) 2023 non-equity incentive plan compensation was earned pursuant to the Company’s short-term cash incentive program. On January 31, 2023, the Compensation Committee of the Board established short-term cash incentive opportunities for our NEOs for 2023, which pay out in cash as a percentage of each NEO’s base salary based on achievement of pre-determined revenue and adjusted gross margin performance goals, each weighted equally. The Compensation Committee set the following bonus target for Mr. Wu, the only current NEO who was an NEO for 2023: 30% of base salary ($165,000).
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Yang Wu | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Shengxian Wu | — | 1,000,000 (2) | 1.29 | 12/5/2034 | 1,464(5) | 3,030 | 40,000(8) | 82,800 | | | 160,300(6) | — | 6.28 | 7/24/2027 | 26,666(7) | 55,199 | — | — | | | 641,200(6) | — | 6.28 | 7/28/2030 | — | — | — | — | | | 480,900(6) | — | 6.28 | 12/25/2030 | — | — | — | — | | Isida Tushe | — | 1,000,000(2) | 1.29 | 12/5/2034 | — | — | — | — | | | 33,334(3) | 66,666(3) | 1.30 | 3/15/2033 | — | — | — | — | | | 100,000(4) | 200,000(4) | 2.08 | 8/9/2033 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1)The value presented in the table is equal to the product of the number of RSUs and PSUs, as applicable, that had not vested as of December 31, 2024 and the closing price of our common stock on such date, which was $2.07. (2)Represents stock options granted that will vest in equal installments on each of November 8, 2025, 2026 and 2027, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. 232,557 options are treated as incentive stock options (ISOs). ISOs are intended to qualify for favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). (3)Represents stock options that vested one-third each on March 15, 2024 and 2025 and will vest one-third on March 15, 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. (4)Represents stocks options that vested one-third each on August 9, 2024 and 2025 and will vest one-third on August 9, 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. (5)Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2024. These RSUs were part of an award that vested one-third each on January 1, 2023, 2024 and 2025. (6)Represents stock options that vested in equal installments on each July 23, 2022, 2023 and 2024. (7)Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2024. These RSUs were part of an award that vested one-third each on January 31, 2024 and 2025 and will vest one third on January 31, 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. (8)Represents PSUs granted pursuant to the 2023 long term incentive plan at threshold performance. These PSUs will vest, subject to achievement of the applicable performance criteria and the NEO’s continued employment with or services to us or one of our affiliates through the vesting date, following the end of the performance period on December 31, 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below sets forth information regarding non-employee director compensation for the year ended December 31, 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Yanzhuan Zheng(3) | — | — | — | | Arthur Wong | 80,000 | 19,999(1) | 99,999 | | Stephen Vogel(3) | 46,712 | — | 46,712 | | Wei Ying | — | 79,999(1) | 79,999 | | Yeelong Tan Balladon(3) | 66,410 | 8,907(1) | 75,317 | | Yixin Pan | 21,399 | 58,096(2) | 79,495 |
DIRECTOR COMPENSATION
(1)Reflects changes to the Company’s non-employee director compensation policy that was amended from 2023 and adopted March 30, 2024, as summarized under “Non-Employee Director Compensation” below. Includes the portion of the non-employee director’s annual cash retainer received as Elective RSUs, as summarized in “Non-Employee Director Compensation” below, computed in accordance with FASB Topic 718, as follows: Mr. Wong— 14,285; Mr. Ying—57,142 and Ms. Balladon—6,362. (2)Represents the aggregate grant date fair value of the annual RSUs computed in accordance with FASB Topic 718 as follows: Ms. Pan—92,954. (3)Mr. Vogel resigned as a Board member on July 7, 2024. Ms. Balladon resigned as a Board member on July 10, 2024. Mr. Zheng resigned as a Board member on August 16, 2024. In connection with their resignations, 34,831 RSUs held by Mr. Vogel vested with 0.7448 fractional shares paid in cash and 45,790 RSUs held by Ms. Balladon likewise vested. Mr. Zheng forfeited all of his unvested RSUs and PSUs. (4)Mr. Zheng did not receive any compensation for services provided to the Company as a director. Pursuant to the terms of a consulting agreement between Mr. Zheng and the Company, Mr. Zheng received the following as compensation for services provided to the Company as an advisor during 2024: salary and fees—$226,983. As of December 31, 2024, Mr. Zheng had 1,122,100 stock options outstanding. For Fiscal 2024, our non-employee directors, other than Mr. Zheng, were compensated for services in accordance with our non-employee director compensation policy that was adopted by our Board on March 30, 2024 (the “2024 Director Compensation Policy”). The material terms of the 2024 Director Compensation Policy are described below. For their service to the Company during 2024, Messrs. Wong and Ying and Ms. Balladon each received an annual award of RSUs under the Director Compensation Policy, which vested on December 31, 2024. In addition, our non-employee directors other than Mr. Zheng may elect to receive all or a portion of their annual cash retainer and/or committee chair retainer in the form of RSUs (the “Elective RSUs”). The grant date of the Elective RSUs is the date the non-employee director makes the election to receive equity in lieu of his or her cash retainer and the value of the RSUs is equal to the amount of the non-employee director’s annual cash retainer that is foregone. The Elective RSUs vest in quarterly installments on the last day of each fiscal quarter. The number of Elective RSUs each non-employee director received in 2024 are set forth in footnote 1 to the “Director Compensation” table above. Our non-employee directors must make elections to receive equity in lieu of his or her cash retainer prior to the start of the calendar year, which elective RSUs will vest in equal installments on the last day of each fiscal quarter during the calendar year.
DIRECTOR COMPENSATION
| | 2024 Director Compensation Policy | | Board Member Retainer | $80,000 | | Lead Independent Director Retainer | $25,000 | | Audit Committee Chair Retainer | $20,000 | | Compensation Committee Chair Retainer | $15,000 | | N&GC Committee Chair Retainer | $10,000 | | Annual Restricted Stock Units (GDFV) | $95,000 |