DEF 14A of SES AI Corp
Filed Sep 9, 2025 · FY20240001819142-25-000059
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Under our Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws (the “Bylaws”), the Board is divided into three classes. Only one class of directors is elected in each year and each class serves a three-year term. The term length of each Class is, for each Class III director, a term that expires at this annual meeting of stockholders; for each Class I director, a term that expires at the Company’s 2026 annual meeting of stockholders; and, for each Class II director, a term that expires at the Company’s 2027 annual meeting of stockholders. The Board currently consists of five directors: Dr. Qichao Hu, Andrew Boyd, Dr. Jang Wook Choi, Eric Luo and Dr. Jiong Ma. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated Dr. Qichao Hu as a Class III director nominee for a three-year term expiring at the Company’s 2028 annual meeting of stockholders. Action will be taken at the Annual Meeting for the election of this director nominee. It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Dr. Hu except where proxies bear contrary instructions. In the event that Dr. Hu should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for a substitute or substitutes.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025 The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management” below. The age set forth below is as of August 1, 2025. Dr. Qichao Hu, 39, serves as the Company’s Chief Executive Officer (“CEO”) and Chairman of the Board. Dr. Hu has served as Founder, Chief Executive Officer and Director of SES since 2012. Dr. Hu is also a board member on the MIT Enterprise Forum Cambridge. Dr. Hu is recipient of MIT Technology Review’s “Innovators Under 35” and was named among the 2013 Forbes “30 Under 30.” Dr. Hu earned his PhD in Applied Physics from Harvard University, and his BS in Physics from MIT. We believe that Dr. Hu is qualified to serve both as a member of our management team and the Board because of his visionary leadership of SES from inception to date, his scientific and managerial expertise in the EV battery development industry, his innovative plans for SES’s future and his ability to execute on those plans. Directors are elected by a plurality of the votes cast for the election of each director at the Annual Meeting. OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE NAMED ABOVE.
Continuing Members of the Board of Directors
Continuing Members of the Board of Directors In addition to the directors nominated for election at the Annual Meeting, the directors listed below currently serve on our Board. Ages set forth below are as of August 1, 2025.
Class I directors, with a term expiring at the 2026 Annual Meeting of Stockholders
Class I directors, with a term expiring at the 2026 Annual Meeting of Stockholders Dr. Jiong Ma, 61, serves as a director of the Company, a position she has held since February 2022. Dr. Ma is a General Partner of Phoenix Venture Partners (PVP). Before joining PVP in 2024, she was founder and CEO of Chavant Capital Acquisition Corp., which successfully merged with Mobix Labs (NASDAQ: MOBX) in 2023 and served on its board of directors until 2024. From 2008 to 2020, Dr. Ma served as a Partner at Braemar Energy Ventures (“Braemar”), a venture capital firm investing in early to mid-stage technology companies operating in the mobility, power, resources and infrastructure sectors. At Braemar, Dr. Ma focused on investments in digitization of industry, resource efficiency, mobility, renewable energy infrastructure, and deeptech. Prior to joining Braemar, Dr. Ma served in the Venture Capital Group at 3i Group plc (“3i”), a global private equity firm, from 2004 to 2008, where she was responsible for investment in the information technology and cleantech sectors. Prior to 3i, Dr. Ma served as Senior Manager of the Optical Networking Group, Technology and Business Leadership at Lucent Technologies and Bell Labs, where she was responsible for product portfolio strategy, new product launches for Optical and Data Networking, and research and product development. Dr. Ma was also a founding team member of Onetta, a fiber networks company. Dr. Ma has served on the board of directors Anavex Life Sciences (NASDAQ: AVXL) since 2021. Dr. Ma received her PhD in electrical engineering from the University of Colorado at Boulder, MS in electrical engineering from the Worcester Polytechnic Institute in Massachusetts and BS in Physics from Lanzhou University. We believe that Dr. Ma is qualified to serve as a director of our Board because of her extensive experience in research, operations and venture capital, particularly in the technology industry. Eric Luo, 59, serves as a director of the Company, a position he has held since February 2022. From 2017 until 2021, Mr. Luo served as Chairman and Chief Executive Officer of GCL System Integration Limited, GCL New Energy USA (“GCL”), an international energy conglomerate specializing in clean and sustainable energy. Prior to his position at GCL, Mr. Luo served as the Chief Executive Officer and Board Member of Shunfeng International Clean Energy Limited (SFCE), a Hong Kong-based supplier of law-carbon and energy saving integrated solutions from 2015 to 2017. Mr. Luo received his MBA from Michigan State University and BS in Operational Management from Zhejiang Gongshang University. We believe that Mr. Luo is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in clean and sustainable energy.
Class II directors, with a term expiring at the 2027 Annual Meeting of Stockholders
Class II directors, with a term expiring at the 2027 Annual Meeting of Stockholders Andrew Boyd, 55, serves as a director of the Company, a position he has held since September 2025. He currently serves as partner at Bramalea Partners, LLC (“Bramalea”), a technology focused fund manager focusing on the internet, e-commerce, software, artificial intelligence/big data industries and technology enables consumer facing applications, which he founded in January 2020. Prior to Bramalea, Mr. Boyd spent 15 years at Fidelity Management & Research Company (“Fidelity”) in a variety of roles, culminating in a role as Head of Equity Capital Markets. While at Fidelity, Mr. Boyd created and oversaw Fidelity’s private investing team, which led investments totaling more than $14 billion between 2004 and 2019. Prior to his career at Fidelity, Mr. Boyd was a corporate attorney in the Boston office of Goodwin Procter LLP, and prior to that, was an attorney at the prominent Canadian law firm, Davies Ward Phillips Vineberg LLP in Toronto. Mr. Boyd has a BA (Hons) in Economics from the University of Toronto, an LL.B from the University of Windsor and a JD from the University of Detroit, Mercy. We believe that Mr. Boyd is qualified to serve as a director of our board because of his extensive experience in leadership positions and his expertise in the technology and artificial intelligence industries. Dr. Jang Wook Choi, 49, serves as a director of the Company, a position he has held since February 2022. Since September 2020, Dr. Choi has served as Professor at Seoul National University, where he was previously Associate Professor from 2017 to 2020. Prior to joining Seoul National University, he was Associate Professor from 2012 until 2017 and Assistant Professor from 2010 until 2012 at Korea Advanced Institute of Science and Technology. Dr. Choi received his PhD in Chemical Engineering from California Institute of Technology and BS in Chemical Engineering from Seoul National University. We believe that Dr. Choi is qualified to serve as a director of our Board because of his extensive academic experience and expertise in chemistry, engineering and battery technologies.
Overview
| ● | Pay for Performance. Align executive compensation with performance against our short-term and long-term company performance objectives by rewarding results that meet or exceed our growth and profitability goals. |
Overview
| ● | Competitive Compensation. Set executive compensation at levels competitive with peer companies and consistent with market practice. |
Overview
| ● | Stockholder Alignment. Align executive interests with those of our stockholders to create long-term value by rewarding our executives for their contributions to the Company. |
Equity Grant Procedures
Equity Grant Procedures The Company’s Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in the first half of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our NEOs is when the Company otherwise has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned by each of our named executive officers for the fiscal years indicated.
Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | | | Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | ($) | ($)(3) | ($)(4) | Total ($) | | Dr. Qichao Hu | 2024 | 530,000 | — | 3,043,220 | — | 424,000 | 102,726 | 4,099,946 | | Founder, Chief Executive Officer and Director | 2023 | 530,000 | — | 2,368,201 | — | 477,363 | 152,488 | 3,528,052 | | Jing Nealis | 2024 | 470,000 | — | 1,044,114 | — | 225,600 | 17,250 | 1,756,964 | | Chief Financial Officer | 2023 | 470,000 | — | 592,050 | — | 253,993 | 17,765 | 1,333,808 | | Dr. Hong Gan | 2024 | 335,000 | — | 724,575 | — | 134,000 | 9,922 | 1,203,497 | | Chief Science Officer | 2023 | 335,000 | — | 592,050 | — | 150,865 | 11,747 | 1,089,662 |
Summary Compensation Table
| (1) The amount reflects the named executive officer’s base salary earned for the fiscal years shown. |
Summary Compensation Table
| (2) Amounts represent the aggregate grant date fair value of restricted stock unit and performance stock unit awards made to the named executive officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”). $2,420,339, $830,406, and $576,270 represent the grant date fair value of all RSU awards to each of Dr. Hu, Ms. Nealis, and Dr. Gan, respectively, which are calculated in accordance with the accounting standards for share-based compensation using SES’s closing stock price on the date of grant. Each RSU represents the right to receive one share of Common Stock upon vesting. The “Stock Awards” column above also reflects the $622,881, $213,708, and $148,305 grant date fair values of the target number of PSUs for each of Dr. Hu, Ms. Nealis, and Dr. Gan, respectively, that are subject to the achievement of certain Class A Common Stock price milestones and the executive officer’s continued service with the Company through the vesting date, which for accounting purposes is based on the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant, determined by using a Monte Carlo valuation model. Assuming the maximum level of performance achievement for the PSUs, which is 100% of the target number of PSUs granted, the aggregate values of PSUs for our named executive officers in 2024 would be $2,420,339, $830,406, and $576,270 for each of Dr. Hu, Ms. Nealis, and Dr. Gan, respectively. The assumptions made when calculating the amounts are found in Note 15 to the consolidated audited financial statements for the year ended December 31, 2024 in our Annual Report. See also “Narrative Disclosure to Summary Compensation Table” for information on awards reported in these columns. |
Summary Compensation Table
| (3) Amounts represent an annual performance bonus for performance from January 1, 2024 to December 31, 2024. See also “Narrative Disclosure to Summary Compensation Table” for information on the amounts reported in these columns. |
Summary Compensation Table
| (4) The amounts reported in the “All Other Compensation” column for fiscal 2024 reflect the following: for Dr. Hu, reimbursement of rent expenses for an apartment in Boston, Massachusetts ($38,827), 401(k) matching contributions ($17,250), a charitable donation made by the Company in Dr. Hu’s name ($3,025), payments for a personal driver when traveling ($33,708) and an allowance for a personal use of a car ($9,916); and for Ms. Nealis, 401(k) matching contributions ($17,250); and, for Dr. Gan, 401(k) matching contributions ($9,922). |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | Incentive | | | | | | | | | | | Equity | Plan | | | | | | | | | | | Incentive | Awards: | | | | | | | | | | | Plan | Market or | | | | | | Equity | | | | | Awards: | Payout | | | | | | Incentive | | | | | Number of | Value of | | | | | | Plan | | | | | Unearned | Unearned | | | | | | Awards: | | | Number | Market | Shares, | Shares, | | | | Number of | Number of | Number | | | of Shares | Value of | Units or | Units or | | | | Securities | Securities | of Securities | | | or Units | Shares or | Other | Other | | | | Underlying | Underlying | Underlying | | | of Stock | Units of | Rights | Rights | | | | Unexercised | Unexercised | Unexercised | Option | Option | That Have | Stock That | That Have | That Have | | | Grant | Options (#) | Options (#) | Unearned | Exercise | Expiration | Not | Have Not | Not | Not | | Name | Date | Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Vested ($)(1) | Vested (#) | Vested ($)(1) | | Dr. Qichao Hu | 4/1/2020(2) | 91,554 | — | | 0.14 | 3/31/2030 | | | | | | | 2/3/2022(3) | | | | | | | | 9,182 | 20,109 | | | 4/18/2022(4) | | | | | | 186,223 | 407,828 | | | | | 4/18/2022(5) | | | | | | | | — | — | | | 4/14/2023(4) | | | | | | 557,880 | 1,221,757 | | | | | 4/14/2023(5) | | | | | | | | — | — | | | 2/6/2024(4) | | | | | | 1,779,661 | 3,897,458 | | | | | 2/9/2024(5) | | | | | | | | — | — | | Jing Nealis | 2/10/2021(6) | 887,115 | 49,440 | 49,440 | 0.16 | 2/10/2031 | | | | | | | 8/16/2021(7) | | | | | | 247,199 | 541,366 | | | | | 2/3/2022(3) | | | | | | | | 267,755 | 586,383 | | | 4/18/2022(4) | | | | | | 74,489 | 163,131 | | | | | 4/18/2022(5) | | | | | | | | — | — | | | 4/14/2023(4) | | | | | | 139,470 | 305,439 | | | | | 4/14/2023(5) | | | | | | | | — | — | | | 2/9/2024(4) | | | | | | 610,593 | 1,337,199 | | | | | 2/9/2024(5) | | | | | | | | — | — | | Dr. Hong Gan | 3/14/2019(6) | 243.277 | — | | 0.15 | 3/14/2029 | | | | | | | 2/10/2021(6) | 1,137,115 | 49,440 | 49,440 | 0.16 | 2/10/2031 | | | | | | | 2/3/2022(3) | | | | | | | | 186,950 | 409,421 | | | 4/18/2022(4) | | | | | | 93,111 | 203,913 | | | | | 4/18/2022(5) | | | | | | | | — | — | | | 4/14/2023(4) | | | | | | 139,470 | 305,439 | | | | | 4/14/2023(5) | | | | | | | | — | — | | | 2/9/2024(4) | | | | | | 423,728 | 927,964 | | | | | 2/9/2024(5) | | | | | | | | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) Based on the closing market price of the Company’s Class A Common Stock on December 31, 2024 of $2.19. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) Reflects stock options that were granted under the Company’s 2018 Share Incentive Plan (the “2018 Plan”) to compensate grantees, including Dr. Hu, for COVID-19-related salary cuts. The stock options became fully vested on the date of grant. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Reflects the right to receive earn-out shares of Class A Common Stock (the “Earn-Out Restricted Shares”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”) by and among Ivanhoe Capital Acquisition Corp., Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd. The Earn-Out Restricted Shares were placed into escrow at the closing of the Business Combination Agreement on February 3, 2022 (the “Closing”) and will vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The vesting of the Earn-Out Restricted Shares is also subject to the executive officer’s continued service on the vesting date. For more information regarding the vesting of the Earn-Out Restricted Shares, see Note 2 to the consolidated audited financial statements for the year ended December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Reflects RSUs that were granted pursuant to the 2021 Plan. The RSUs will vest, and an equal number of shares of Class A Common Stock will be deliverable, in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive officer’s continued employment or service through each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Reflects, with respect to the PSUs that were granted pursuant to the 2021 Plan in April 2022, April 2023, and February 2024, an outstanding amount of zero PSUs, because as of December 31, 2024, the minimum stock price milestones required for any portion of such PSUs to vest had not been met. The PSUs granted in each of 2022, 2023, and 2024 vest in one installment following the end of a three-year period (the “Initial Performance Period”) commencing on the grant date, subject to the achievement of certain Class A Common Stock price milestones and the executive officer’s continued employment or service through such date. If following the applicable Initial Performance Period there are PSUs that have not vested, then such PSUs remain eligible to vest in an additional installment following the end of a five-year period commencing on the grant date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person’s continued employment or service through such date. For more information regarding the PSUs granted in 2024, including the stock price milestones, see the section titled “Narrative Disclosure to Summary Compensation Table—Equity Incentive Awards.” The PSUs granted in 2022 have the same vesting terms as the PSUs granted in 2024, except that they have the following stock price milestones: under $12.50, 0%; $12.50 or greater, 10%; $15.00 or greater, 20%; $17.50 or greater, 30%; $20.00 or greater, 40%; $22.50 or greater, 50%; $25.00 or greater, 60%; $27.50 or greater, 70%; $30.00 or greater, 80%; $32.50 or greater, 90%; and $35.00 or greater, 100%. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) Reflects time-based stock options that were granted under the 2018 Plan and vest 25% on the first anniversary of the grant date and in equal monthly installments over the following 36 months. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) Reflects a restricted share award that was granted under the 2021 Plan and vests 25% on the first anniversary of the grant date and in equal monthly installments over the following 36 months. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following summaries describe the potential payments and benefits that the Company would provide to our named executive officers in connection with their termination of employment and/or change in control.
PAY VERSUS PERFORMANCE(1)
PAY VERSUS PERFORMANCE(1) The following table provides information required by Item 402(v) of Regulation S-K. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation.”
PAY VERSUS PERFORMANCE(1)
| | Summary | | Average Summary | | | | | | Compensation | Compensation | Compensation | Average Compensation | Value of Initial Fixed $100 | Net Income | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Investment Based On(6): | (Loss) | | Year | for CEO ($)(2) | to CEO ($)(4) | Non-CEO NEOs ($)(3) | Non-CEO NEOs ($)(5) | TSR ($) | (in thousands) ($) | | 2024 | 4,099,946 | 9,439,111 | 1,480,231 | 3,155,497 | 22 | (100,185) | | 2023 | 3,528,052 | 2,933,023 | 1,063,470 | (1,494,452) | 18 | (53,400) | | 2022 | 8,904,740 | 4,499,211 | 3,319,548 | 5,627,953 | 44 | (50,993) |
PAY VERSUS PERFORMANCE(1)
| (1) On January 11, 2021, the Company consummated its IPO and on February 3, 2022, the Business Combination closed. None of IVAN’s executive officers received any compensation for services rendered to IVAN prior to the Business Combination Closing. |
PAY VERSUS PERFORMANCE(1)
| (2) Represents the total from the Summary Compensation Table for Dr. Hu for the years 2022 to 2024. |
PAY VERSUS PERFORMANCE(1)
| (3) Represents the amount of compensation actually paid to Dr. Hu for the years 2022 to 2024, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the additions to and deductions from the Summary Compensation Table totals to calculate the compensation actually paid amounts. |
PAY VERSUS PERFORMANCE(1)
| (4) Represents the average total from the Summary Compensation Table in each applicable year for the Non-CEO NEOs, which are comprised of: for 2024: Ms. Nealis and Dr. Gan; for 2023: Ms. Nealis, Dr. Hong, and Messrs. Makharia and Pilkington and; for 2022: Mses. Nealis and Ban, Dr. Gan and Messrs. Makharia and Son. |
PAY VERSUS PERFORMANCE(1)
| (5) Represents the average amount of compensation actually paid to the Non-CEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the additions to and deductions from the Summary Compensation Table totals to calculate the compensation actually paid amounts. |
PAY VERSUS PERFORMANCE(1)
| (6) Represents the cumulative total return on $100 invested in the Company’s Class A common stock as of December 31, 2021 through the last day of public trading of the Company’s Class A common stock in the applicable fiscal year for which the cumulative total return is reported. The Company did not pay dividends for any of 2024, 2023, or 2022. |
PAY VERSUS PERFORMANCE(1)
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for the PEO for each year to determine the compensation actually paid to him for the relevant year:
PAY VERSUS PERFORMANCE(1)
| Year | Summary Compensation Table Total for PEO ($) | Fair value of equity awards granted From Summary Compensation Table ($)(1) | Fair value of current year equity awards at year-end ($)(2) | Change in fair value of prior years’ awards unvested at fiscal year-end ($)(2) | Change in fair value of prior years’ awards that vested in current fiscal year ($)(2) | Forfeitures of prior year awards fair value ($)(2) | Compensation Actually Paid to PEO ($) | | 2024 | 4,099,946 | (3,043,220) | 7,794,915 | 773,556 | (186,086) | — | 9,439,111 | | 2023 | 3,528,052 | (2,368,201) | 3,062,761 | (1,241,172) | (48,417) | — | 2,933,023 | | 2022 | 8,904,740 | (7,925,081) | 3,519,552 | — | — | — | 4,499,211 |
PAY VERSUS PERFORMANCE(1)
| (1) Represents the average grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column of the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE(1)
| (2) Reflects the value of equity calculated in accordance with the SEC methodology for determining compensation actually paid for each period presented. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate the fair values of options, restricted stock units, and performance share units include |
PAY VERSUS PERFORMANCE(1)
| the stock price as of the applicable measuring date and, in the case of performance share units, the probable outcome of the performance conditions as of the applicable measuring date. Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. |
PAY VERSUS PERFORMANCE(1)
| Year | Summary Compensation Table Total for Non-CEO NEOs ($) | Fair value of equity awards granted From Summary Compensation Table ($)(1) | Fair value of current year equity awards at year-end ($)(2) | Change in fair value of prior years’ awards unvested at fiscal year-end ($)(2) | Change in fair value of prior years’ awards that vested in current fiscal year ($)(2) | Forfeitures of prior year awards fair value ($)(2) | Compensation Actually Paid to Non-CEO NEOs ($) | | 2024 | 1,480,231 | (884,345) | 2,265,163 | 390,335 | (95,887) | — | 3,155,497 | | 2023 | 1,063,470 | (487,919) | 631,695 | (1,839,632) | (862,066) | — | (1,494,452) | | 2022 | 3,319,548 | (2,853,023) | 985,472 | 2,276,066 | 1,899,890 | — | 5,627,953 |
PAY VERSUS PERFORMANCE(1)
| (1) Represents the average grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column of the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE(1)
| (2) Reflects the average value of equity calculated in accordance with the SEC methodology for determining compensation actually paid for each period presented. The equity award adjustments for each applicable year include the same methodology described above for the CEO. |
Relationship between Compensation Actually Paid and Performance Measures
Relationship between Compensation Actually Paid and Performance Measures As discussed in more detail in the ”Executive Compensation”, our executive compensation program prioritizes stock-based compensation that vests over time or that vests, if at all, based on predetermined increases in our stock price. Accordingly, we do not tie our cash or equity compensation to one or more financial performance goals, and instead we focus on long-term shareholder value that is realized by our stock price appreciation. We also provide incentive based compensation that is tied to key performance targets that are operational and not financial in nature. As an early-stage growth company in the pre-commercialization stage of development that has not generated any revenue from sales to customers to date and has only generated net losses, we do not view our net income (loss) as a meaningful measure of our performance that is relevant to our executive compensation program. For fiscal 2024, the compensation actually paid to our CEO was $9,439,111, the average compensation actually paid to our Non-CEO NEOs was $3,155,497, and our Net Income (Loss) for fiscal 2024 was $(100,185) (in thousands). The TSR of our stock was $22 and the TSR of our Fiscal 2024 Peer Group was $29, assuming $100 invested in our stock and the stock of our Fiscal 2024 Peer Group occurred on December 31, 2021, and the reinvestment of all dividends and is cumulative for the measurement period ending on December 31, 2024. For fiscal 2023, the compensation actually paid to our CEO was $2,933,023, the average compensation actually paid to our Non-CEO NEOs was $(1,494,452), and our Net Income (Loss) for fiscal 2023 was $(53,400) (in thousands). The TSR of our stock was $18 and the TSR of our Fiscal 2023 Peer Group was $31, assuming $100 invested in our stock and the stock of our Fiscal 2023 Peer Group occurred on December 31, 2021, and the reinvestment of all dividends and is cumulative for the measurement period ending on December 31, 2023. The TSR of the Fiscal 2022 Peer Group was $54, assuming $100 was invested on December 31, 2021, and reinvestment of all dividends and is cumulative for the measurement period ending on December 31, 2023. For fiscal 2022, the compensation actually paid to our CEO was $4,499,211, the average compensation actually paid to our Non-CEO NEOs was $5,627,953, and our Net Income (Loss) for fiscal 2022 was $(50,993) (in thousands). The TSR of our stock was $44 and the TSR of our Fiscal 2022 Peer Group was $54, assuming $100 invested in our stock and the stock of our Fiscal 2022 Peer Group occurred on December 31, 2021, and the reinvestment of all dividends, for the measurement period ending on December 31, 2022.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Non-Employee Director Compensation Program, approved by the Board in March 2022 and last revised in February 2024, provides for the following compensation in accordance with industry practice and standards:
DIRECTOR COMPENSATION
| ● | An annual cash fee of $50,000, with supplemental cash fees of (i) $10,000, $7,500 and $5,000 for non-Chairperson members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, respectively, (ii) $22,500, $15,000 and $15,000 for the Chairpersons of the Audit Committee, the |
DIRECTOR COMPENSATION
| Compensation Committee, and the Nominating and Corporate Governance Committee respectively and (iii) $20,000 for the Lead Director. Cash fees will be paid quarterly, with a pro rata fee applicable to service for less than a whole quarter. Additionally, if the Chairperson of our Board is a non-employee director, he/she will receive an additional $50,000 annually. |
DIRECTOR COMPENSATION
| ● | Annual equity grant of RSUs with an award value of $160,000 starting in the second year of board service, and initial equity grant of restricted stock units with an award value of $320,000. All such RSUs will vest, vesting fully in one installment one year after the grant date subject to the director’s continued service on such vesting date. |
DIRECTOR COMPENSATION
The Compensation Committee recommends to the Board the annual compensation to be paid to the directors of our Board and may, in its discretion, revise or replace the compensation program described above. The Company reimburses each director for any reasonable transportation and lodging expenses actually incurred to attend meetings of our board or committees. The following table sets forth the total compensation paid to each of our non-employee directors who served during fiscal 2024 for service on the Board during that period.
DIRECTOR COMPENSATION
| | Fee Earned or Paid | Stock | | | Name(1) | in Cash ($) | Awards($)(2) | Total ($) | | Dr. Jang Wook Choi | $50,000 | $163,983 | $213,983 | | Eric Luo | $85,000 | $163,983 | $248,983 | | Dr. Jiong Ma | $100,000 | $163,983 | $263,983 | | Michael Noonen(5) | $67,500 | $163,983 | $231,483 | | Brian Krzanich(3) | $39,500 | $327,966 | $367,466 | | Anirvan Coomer(4) | $— | $— | $— |
DIRECTOR COMPENSATION
| (1) Represents all non-employee directors who served on our Board during fiscal 2024. Dr. Qichao Hu, our Founder and Chief Executive Officer, does not receive any additional compensation for his service as a director. |
DIRECTOR COMPENSATION
| (2) The amounts in this column represents the aggregate grant date fair value of RSUs granted during each of the years presented, computed in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Note 17 to the consolidated audited financial statements for the year ended December 31, 2024. |
DIRECTOR COMPENSATION
| (3) Mr. Krzanich’s stock awards reflect that he joined the Board in 2024. Additionally, because Mr. Krzanich resigned from our Board later in the year, effective November 1, 2024, his cash fees reflect a prorated amount through that date. |
DIRECTOR COMPENSATION
| (4) Mr. Coomer, who was nominated to our Board by GM Ventures, elected to forgo all of his compensation for Fiscal 2024. Mr. Coomer resigned from our Board on October 29, 2024 in connection with the termination of GM Ventures’ director nomination rights, as discussed in “Transactions with Transactions with Related Persons---Related Person Transactions—Director Nomination Agreement.” |
DIRECTOR COMPENSATION
| (5) Michael Noonen resigned from the Board effective September 2, 2025. |
DIRECTOR COMPENSATION
The below table lists all outstanding equity awards held by our non-employee directors who served in 2024, as of December 31, 2024.
DIRECTOR COMPENSATION
| Name | Stock Awards(1) | | Dr. Jang Wook Choi | 127,119 | | Eric Luo | 127,119 | | Dr. Jiong Ma | 127,119 | | Michael Noonen(4) | 127,119 | | Anirvan Coomer(2) | — | | Brian Krzanich(3) | — |
DIRECTOR COMPENSATION
| (1) Includes RSUs unvested as of December 31, 2024. The RSUs were granted to each non-employee director on February 6, 2024 and vest in full on the first anniversary of the grant date, subject to the director’s continued service through such vesting date. |
DIRECTOR COMPENSATION
| (2) Mr. Coomer had no outstanding equity awards upon his departure because, as discussed above, he elected to forgo all of his compensation for Fiscal 2024. |
DIRECTOR COMPENSATION
| (3) Mr. Krzanich’s unvested RSUs were cancelled on November 1, 2024 when he resigned as a director. |
DIRECTOR COMPENSATION
| (4) Michael Noonen resigned from the Board effective September 2, 2025. |