DEF 14A of SES AI Corp
Filed Oct 27, 2026 · FY20250001819142-26-000060
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 I director, a term that expires at this annual meeting of stockholders; for each Class II director, a term that expires at the Company’s 2027 annual meeting of stockholders; and for each Class III director, a term that expires at the Company’s 2028 annual meeting of stockholders. The Board currently consists of five directors: Dr. Qichao Hu, Andrew Boyd, Paul Diemer, 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 Eric Luo and Dr. Jiong Ma as director nominees for a three-year term expiring at the Company’s 2029 annual meeting of stockholders. Action will be taken at the Annual Meeting for the election of these director nominees. It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Mr. Luo and Dr. Ma except where proxies bear contrary instructions. In the event that Mr. Luo or Dr. Ma 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 2026
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026 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 October 1, 2026. Dr. Jiong Ma, 62, 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 of 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, 60, serves as a director of the Company, a position he has held since February 2022. Mr. Luo began serving as a director of Investment Green Acquisition Corp. in November 2025. 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 low-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. 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 NOMINEES 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 October 1, 2026.
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, 56, 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-enabled consumer facing applications, which he founded in January 2020. Mr. Boyd also served as the Chief Investment Officer and on the Board of Directors of Ivanhoe Capital Acquisition Corp. (“IVAN”) from January 2020 through February 2022 prior to the Business Combination. 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. Paul Diemer, 49, serves as a director of the Company, a position he has held since August 2026. He currently serves as Senior Vice President at Generac Power Systems (“Generac”), a role he has held since July 2026. Prior to Generac, Mr. Diemer served as Chief Technology Officer of the power business of Flex Ltd. (“Flex”) from April 2025 to July 2026, where he led the global research and technology organizations responsible for embedded and critical power systems, and directed technology strategy for critical power and data center infrastructure. From April 2022 to April 2025, Mr. Diemer served as Flex’s Vice President of Technical Product Management for the automotive business, leading product strategy, strategic partnerships, pursuit engineering and portfolio growth. Prior to Flex, Mr. Diemer held a number of executive engineering and product leadership roles at BorgWarner from 2005 through 2022. Mr. Diemer has a Bachelor of Science and a Master of Science in mechanical engineering from Michigan Technological University. We believe that Mr. Diemer is qualified to serve as a director of our board because of his extensive experience in leadership positions and in directing data center infrastructure strategy.
Principal Effects of the Reverse Split
Principal Effects of the Reverse Split Class A Common Stock and Class B Common Stock. If the Reverse Split is approved by our stockholders at the Annual Meeting, promptly after the exact ratio of the Reverse Split is determined by our Board, the Company plans to issue a press release announcing the Effective Date of the Reverse Split and will file an Amended Certificate of Incorporation with the Delaware Secretary of State substantially in the form of the Amended Certificate of Incorporation attached hereto as Appendix A, with changes marked in Article IV of the Amended Certificate of Incorporation, to effect the Reverse Split. Except for adjustments that may result from the treatment of fractional shares as described below, each issued share of Class A Common Stock immediately prior to the Effective Date will automatically be changed, as of the Effective Date, into a fraction of a share based on the ratio approved and implemented by our Board. In addition, proportional adjustments will be made to the number of outstanding shares of Class B Common Stock, as well as the maximum number of shares issuable under, and other terms of, (i) our equity incentive plan, (ii) the number of shares issuable under our outstanding restricted stock units and the number of shares issuable under, and the exercise price of, our outstanding options, and (iii) the number of shares issuable under, and the exercise price of, our outstanding warrants. Except for adjustments that may result from the treatment of fractional shares, because the Reverse Split would apply to all issued shares of Class A Common Stock and Class B Common Stock, the implementation of the Reverse Split will not alter the relative rights and preferences of our existing stockholders or affect any stockholder’s proportionate equity interest in the Company. For example, a holder of two percent (2%) of the voting power of our total outstanding shares of common stock immediately prior to the effectiveness of the Reverse Split will generally continue to hold two percent (2%) of the voting power of our outstanding shares of common stock immediately thereafter. Moreover, the number of stockholders of record of our Class A Common Stock and Class B Common Stock will not be affected by the Reverse Split. The amendment effecting the Reverse Split will not change the terms of our Class A Common Stock or Class B Common Stock. The shares of Class A Common Stock and Class B Common Stock issued upon effectiveness of the Reverse Split will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Class A Common Stock and Class B Common Stock, respectively, now authorized. The Class A Common Stock and Class B Common Stock issued pursuant to the Reverse Split will remain fully paid and non-assessable. Upon the effectiveness of the Reverse Split, the par value of our Class A Common Stock and Class B Common Stock will not change. As a result, on the Effective Date of the Reverse Split, the stated capital on our balance sheet attributable to the Class A Common Stock and Class B Common Stock will remain the same. Effects on the Number of Authorized Shares. As discussed above, in any Reverse Split, the number of shares of Class A Common Stock and Class B Common Stock issued and outstanding will be reduced in proportion to the ratio selected by our Board. To reflect this decrease in the numbers of shares outstanding, the total number of shares of common stock that we are authorized to issue will also be proportionally decreased by the Reverse Split and will result in between 420,000,000 and 105,000,000 shares of Class A Common Stock and between 40,000,000 and 10,000,000 shares of Class B Common Stock (based on 2,100,000,000 currently authorized shares of Class A Common Stock and 200,000,000 currently authorized shares of Class B Common Stock, and potential split ratios of between 5:1 and 20:1). The number of shares of preferred stock that we are authorized to issue will not be changed by the Reverse Split. Effect on Stock Incentive Plan, Options and Restricted Stock Units. Pursuant to the terms of the SES Holdings Pte. Ltd. 2021 Share Incentive Plan (the “Old SES 2021 Plan”) and the SES AI Corporation 2021 Incentive Award Plan (the “New SES 2021 Plan”), the Board or a committee thereof, as applicable, will adjust the number of shares underlying outstanding awards, the exercise price per share of outstanding options, and other terms of outstanding awards issued pursuant to each of the Old SES 2021 Plan and New SES 2021 Plan (including grant price to the extent applicable) to equitably reflect the effects of the Reverse Split (subject to our treatment of fractional shares). Additionally, the Board will adjust the number of shares available for future grant under the New SES 2021 Plan. Effect on Warrants and other Convertible or Exchangeable Securities. Pursuant to the terms of our outstanding warrants, the exercise price and number of shares reserved for issuance pursuant to outstanding warrants will each be adjusted proportionately based upon the ratio implemented by the Board in effecting the Reverse Split, subject to our treatment of fractional shares. This would result in approximately the same aggregate price being required to be paid under such outstanding exercisable, convertible or exchangeable securities upon exercise or conversion, as applicable, and approximately the same value of shares being delivered upon such exercise, exchange or conversion, immediately following the implementation of the Reverse Split, as was the case immediately preceding the Reverse Split. Listing. Our Class A Common Stock currently trades on NYSE. The implementation of the Reverse Split will directly affect the listing of our Class A Common Stock on NYSE, and we believe that the Reverse Split could potentially increase our share price, facilitating compliance with the Minimum Share Price Requirement. Following the Reverse Split, we intend for our Class A Common Stock to continue to be listed on NYSE under the symbol “SES,” subject to our ability to continue to comply with NYSE Rules, although our Class A Common Stock would have a new CUSIP number, a number used to identify our Class A Common Stock. “Public Company” Status. Our Class A Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the “public company” periodic reporting and other requirements of the Exchange Act. The proposed Reverse Split will not affect our status as a public company or this registration under the Exchange Act. The Reverse Split is not intended to have the effect of a “going private transaction” covered by Rule 13e-3 under the Exchange Act. The Board also does not intend for the Reverse Split to have any anti-takeover effects.
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. |
2025 Compensation at a Glance
| ● | No annual bonuses for 2025. Although the Compensation Committee determined that approximately 72% of the 2025 performance targets were achieved, no AIP awards were paid to executive officers, as described under “AIP Payouts for Fiscal 2025” below. |
2025 Compensation at a Glance
| ● | Compensation actually paid tracks stockholder returns. Compensation actually paid to Dr. Hu, as calculated under SEC rules, decreased from $9,439,111 in 2024 to $2,669,003 in 2025, as the value of a $100 investment in our stock declined from $22 to $18 over the same period. See “Pay Versus Performance.” |
2025 Compensation at a Glance
| ● | Performance equity requires substantial stock price appreciation. Our outstanding 2023 and 2024 PSUs vest only if our average stock price reaches between $12.50 and $20.00, and our 2022 PSUs were forfeited in full in 2025 because the minimum stock price threshold was not met. The Earn-Out Shares held by our executive officers vest only if our stock price reaches $18.00. |
Equity Grant Procedures
Equity Grant Procedures The Company’s Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in the first half of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our NEOs is when the Company otherwise has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned by each of our named executive officers for the fiscal years indicated.
Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | | | Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | ($) | ($)(3) | ($)(4) | Total ($) | | Dr. Qichao Hu | 2025 | 530,000 | — | 1,140,930 | — | — | 250,494 | 1,921,424 | | Founder, Chief Executive Officer and Director | 2024 | 530,000 | — | 3,043,220 | — | 424,000 | 102,726 | 4,099,946 | | Jing Nealis(5) | 2025 | 470,000 | — | 516,135 | — | — | 17,500 | 1,003,635 | | Former Chief Financial Officer | 2024 | 470,000 | — | 1,044,114 | — | 225,600 | 17,250 | 1,756,964 | | Kang Xu(6) | | | | | | | | | | Chief Technology Officer | 2025 | 500,000 | — | 135,825 | — | — | 8,788 | 644,613 |
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 RSU awards made to the named executive officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”) 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 assumptions made when calculating the amounts are found in Note 16 to the consolidated audited financial statements for the year ended December 31, 2025 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, 2025 to December 31, 2025. 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 2025 reflect the following: for Dr. Hu, reimbursement of rent expenses for an apartment in Boston, Massachusetts ($100,012), payments for a personal driver when traveling ($75,000), 401(k) matching contributions ($17,500), a membership fee paid by the Company in Dr. Hu’s name, monthly parking fees, travel and transportation expenses, reimbursement of certain meal expenses, and an allowance for personal use of a car; and for Ms. Nealis, 401(k) matching contributions ($17,500); and, for Mr. Xu, 401(k) matching contributions ($8,788). |
Summary Compensation Table
| (5) Ms. Nealis departed the Company on April 27, 2026. |
Summary Compensation Table
| (6) Mr. Xu was not a named executive officer prior to 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | Incentive | | | | | | | | | | | Equity | Plan | | | | | | | | | | | Incentive | Awards: | | | | | | | | | | | Plan | Market or | | | | | | Equity | | | | | Awards: | Payout | | | | | | Incentive | | | | | Number of | Value of | | | | | | Plan | | | | | Unearned | Unearned | | | | | | Awards: | | | Number | Market | Shares, | Shares, | | | | Number of | Number of | Number | | | of Shares | Value of | Units or | Units or | | | | Securities | Securities | of Securities | | | or Units | Shares or | Other | Other | | | | Underlying | Underlying | Underlying | | | of Stock | Units of | Rights | Rights | | | | Unexercised | Unexercised | Unexercised | Option | Option | That Have | Stock That | That Have | That Have | | | Grant | Options (#) | Options (#) | Unearned | Exercise | Expiration | Not | Have Not | Not | Not | | Name | Date | Exercisable | Unexercisable | Options (#) | Price ($) | 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 | 16,528 | | | 4/14/2023(4) | | | | | | 278,945 | 502,101 | | | | | 4/14/2023(5) | | | | | | | | — | — | | | 2/9/2024(4) | | | | | | 1,186,446 | 2,135,603 | | | | | 2/9/2024(5) | | | | | | | | — | — | | | 3/28/2025(4) | | | | | | 2,100,000 | 3,780,000 | | | | Jing Nealis | 2/10/2021(6) | 886,555 | — | | 0.16 | 2/10/2031 | | | | | | | 2/3/2022(3) | | | | | | | | 267,755 | 481,959 | | | 4/14/2023(4) | | | | | | 69,736 | 125,525 | | | | | 4/14/2023(5) | | | | | | | | — | — | | | 2/9/2024(4) | | | | | | 407,064 | 732,715 | | | | | 2/9/2024(5) | | | | | | | | — | — | | | 3/28/2025(4) | | | | | | 950,000 | 1,710,000 | | | | Kang Xu | 9/1/2023(4) | | | | | | 79,366 | 142,859 | | | | | 2/6/2024(4) | | | | | | 141,243 | 254,237 | | | | | 3/28/2025(4) | | | | | | 250,000 | 450,000 | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Based on the closing market price of the Company’s Class A Common Stock on December 31, 2025 of $1.80. |
Outstanding Equity Awards at 2025 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 2025 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 IVAN, 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 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 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, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Reflects RSUs that were granted pursuant to the New 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. The vesting of certain of Ms. Nealis’s outstanding RSUs was accelerated on April 27, 2026 in connection with her departure from the Company. For more information, see “Potential Payments Upon Termination or Change in Control—Equity Awards.” |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Reflects, with respect to the PSUs that were granted pursuant to the New 2021 Plan in 2023 and 2024, an outstanding amount of zero PSUs, because as of December 31, 2025, the minimum stock price milestones required for any portion of such PSUs to vest had not been met. The PSUs granted in each of 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 Stock Price Thresholds 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 may 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 2023 and 2024, including the Stock Price Thresholds, see the section titled “Narrative Disclosure to Summary Compensation Table—Equity Incentive Awards—PSUs Granted Before Fiscal 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Reflects time-based stock options that were granted under the 2018 Plan and vested 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
PAY VERSUS PERFORMANCE 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
| | Summary | | Average Summary | | | | | | Compensation | Compensation | Compensation | Average Compensation | Value of Initial Fixed $100 | Net Income | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Investment Based On(5): | (Loss) | | Year | for CEO ($)(1) | to CEO ($)(2) | Non-CEO NEOs ($)(3) | Non-CEO NEOs ($)(4) | TSR ($) | (in thousands) ($) | | 2025 | 1,921,424 | 2,669,003 | 824,124 | 247,702 | 18 | (72,533) | | 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) |
PAY VERSUS PERFORMANCE
| (1) Represents the total from the Summary Compensation Table for Dr. Hu for each of the applicable years. |
PAY VERSUS PERFORMANCE
| (2) Represents the amount of compensation actually paid to Dr. Hu for each of the applicable years, 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
| (3) Represents the average total from the Summary Compensation Table in each applicable year for the Non-CEO NEOs, which are comprised of: for 2025 Ms. Nealis and Mr. Xu; for 2024: Ms. Nealis and Dr. Hong Gan; and for 2023: Ms. Nealis, Dr. Gan, Mr. Rohit Makharia and Mr. Pilkington. |
PAY VERSUS PERFORMANCE
| (4) Represents the average amount of compensation actually paid to the Non-CEO NEOs for each of the applicable years, 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
| (5) Represents the cumulative total return on $100 invested in the Company’s Class A Common Stock as of December 31, 2022 through the last day of public trading of the Company’s Class A Common Stock in the applicable fiscal year for which the cumulative total return is reported. The Company did not pay dividends for any of 2025, 2024, or 2023. |
PAY VERSUS PERFORMANCE
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for the PEO for each year to determine the compensation actually paid to him for the relevant year:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($) | 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 ($)(2) | Compensation Actually Paid to PEO ($) | | 2025 | 1,921,424 | (1,140,930) | 3,780,000 | (1,797,791) | (93,700) | — | 2,669,003 | | 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 |
PAY VERSUS PERFORMANCE
| (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
| (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, RSUs, and PSUs include the stock price as of the applicable measuring date and, in the case PSUs, 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
| 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 ($) | | 2025 | 824,124 | (325,980) | 1,080,000 | (1,194,777) | (135,665) | — | 247,702 | | 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) |
PAY VERSUS PERFORMANCE
| (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
| (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 “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 stockholder 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 commercialization stage of development that has recently started generating revenue from sales to customers, 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 2025, the compensation actually paid to our CEO was $2,669,003, the average compensation actually paid to our Non-CEO NEOs was $247,702, and our Net Income (Loss) for fiscal 2025 was $(72,533) (in thousands). The TSR of our stock was $18, assuming $100 invested in our stock occurred on December 31, 2022, and the reinvestment of all dividends and is cumulative for the measurement period ending on December 31, 2025. 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, assuming $100 invested in our stock occurred on December 31, 2022, 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, assuming $100 invested in our stock occurred on December 31, 2022, and the reinvestment of all dividends and is cumulative for the measurement period ending on December 31, 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Non-Employee Director Compensation Program, approved by the Board in March 2022 and 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 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 $320,000. All such RSUs vest fully in one installment one year after the grant date subject to the director’s continued service on such vesting date. |
DIRECTOR COMPENSATION
The Compensation Committee recommends to the Board the annual compensation to be paid to the directors of our Board and may, in its discretion, revise or replace the compensation program described above. The Company reimburses each director for any reasonable transportation and lodging expenses actually incurred to attend meetings of our board or committees. The following table sets forth the total compensation paid to each of our non-employee directors who served during fiscal 2025 for service on the Board during that period.
DIRECTOR COMPENSATION
| | Fees Earned or Paid | Stock | | | Name(1) | in Cash ($) | Awards($)(2) | Total ($) | | Dr. Jiong Ma | $100,000 | $86,880 | $186,880 | | Eric Luo | $85,000 | $86,880 | $186,880 | | Andrew Boyd(3) | $22,313 | $346,666 | $368,979 | | Michael Noonen(4) | $45,375 | $— | $45,375 | | Dr. Jang Wook Choi(5) | $42,917 | $— | $42,917 |
DIRECTOR COMPENSATION
| (1) Represents all non-employee directors who served on our Board during fiscal 2025. 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 represent 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 16 to the consolidated audited financial statements for the year ended December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Andrew Boyd was appointed to the Board effective September 2, 2025. |
DIRECTOR COMPENSATION
| (4) Michael Noonen resigned from the Board effective September 2, 2025. |
DIRECTOR COMPENSATION
| (5) Dr. Jang Wook Choi resigned from the Board effective November 10, 2025. |
DIRECTOR COMPENSATION
The below table lists all outstanding equity awards held by our non-employee directors who served in 2025, as of December 31, 2025.
DIRECTOR COMPENSATION
| Name | Stock Awards(1) | | Dr. Jiong Ma | 160,000 | | Eric Luo | 160,000 | | Andrew Boyd | 296,296 | | Michael Noonen(2) | — | | Dr. Jang Wook Choi(2) | — |
DIRECTOR COMPENSATION
| (1) Includes RSUs unvested as of December 31, 2025. The RSUs were granted to each non-employee director on March 28, 2025 and September 8, 2025 for Andrew Boyd and these shares 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) All unvested RSUs were forfeited upon the director’s departure in 2025. |
2026 Director Compensation
2026 Director Compensation In March 2026, upon the recommendation of the Compensation Committee, the Board approved amendments to the Non-Employee Director Compensation Program which increase the annual equity grant of RSUs to an award value of $170,000 starting in the second year of board service and an initial equity grant of RSUs with an award value of $340,000. All other aspects of the Non-Employee Director Compensation Program remained unchanged. These changes will be effective after the 2026 annual meeting of stockholders of the Company.
BOARD OF DIRECTORS
BOARD OF DIRECTORS This Article VII is inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders. 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law. 2. Number of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time by a majority of the Board. For the avoidance of doubt, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. 3. Classified Board. On the Effective Date, directors of the Board shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes, with each director then in office to be designated as a “Class I Director”, a “Class II Director” or a “Class III Director”, with each class to be apportioned as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following the Effective Date; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Effective Date; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the Effective Date. At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the Effective Date, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders following their election, with each director in each such class to hold office until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal in accordance with this Article VII, Section 5. The Board is authorized to assign each director already in office as of the Effective Date, as well as each director elected or appointed to a newly created directorship due to an increase in the size of the Board, to Class I, Class II or Class III. The provisions of this Article VII, Section 3 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms. 4. Vacancies; Newly Created Directorships. Except as otherwise required by law and the separate rights of the holders of any series of Preferred Stock then outstanding, unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board resulting from the death, resignation, disqualification, removal from office or other cause shall be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director entitled to vote thereon, and not by the stockholders; provided, that when one or more directors resign and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a director who has so resigned but whose resignation has not yet become effective shall be included in the majority of directors who have the power to fill such vacancy or vacancies. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. 5. Removal. Subject to the rights of the holders of any series of Preferred Stock expressly set forth in a Preferred Stock Designation adopted in compliance with this Certification of Incorporation, prior to the Voting Threshold Date, any director or the entire Board may be removed from office at any time with or without cause and for any or no reason; provided, however, that from and after the occurrence of the Voting Threshold Date, any director of the entire Board may be removed from office at any time, but only for cause and only upon the Requisite Stockholder Consent. 6. Committees. Pursuant to the Bylaws of the Corporation, the Board may establish one or more committees to which may be delegated any or all of the powers and duties of the Board to the full extent permitted by law. 7. Stockholder Nominations and Introduction of Business. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws. 8. Ballot; Election of Directors. Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot. 9. Preferred Stock. During any period when the holders of any series of Preferred Stock have the special right to elect additional directors pursuant to the provisions of any certificate of designation, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such series of Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to such provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by this Certificate of Incorporation (including any certificate of designation establishing any series of Preferred Stock), whenever the holders of any series of Preferred Stock having the special right to elect additional directors cease to hold such right pursuant to this Certificate of Incorporation (including any such certificate of designation), the terms of office of all such additional directors elected by the holders of such series, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and each such director shall cease to be qualified as (and shall cease to be) a director, and the total authorized number of directors of the Corporation shall be reduced accordingly.