DEF 14A of Amprius Technologies, Inc.
Filed Apr 29, 2026 · FY20250001899287-26-000026
Nominees for Director
Nominees for Director Ms. Kathleen Bayless has served as a Class I director since April 2023. Ms. Bayless, currently retired, served as Senior Vice President, Chief Financial Officer and Treasurer of Synaptics Incorporated, a leader in human interface technology, from 2009 until her retirement in 2015. Before Synaptics, Ms. Bayless served as Executive Vice President, Chief Financial Officer and Secretary at Komag Incorporated, a leading supplier of thin-film disks to the hard disk drive industry, and held other financial leadership positions during her tenure with Komag from 1994 to 2008. Ms. Bayless was previously with the public accounting firm of Ernst & Young. Ms. Bayless currently serves on the board of directors of Veeco Instruments, a manufacturer of semiconductor process equipment. Ms. Bayless also currently serves on the board of directors of Ballard Power Systems, a developer and manufacturer of proton exchange membrane fuel cell products. Previously, she also served on the board of directors of Energous Corporation, which specializes in the advancement of wireless charging technology. Ms. Bayless holds a B.S. in Accounting and Finance from the California State University, Fresno. We believe Ms. Bayless is qualified to serve on our board of directors due to her extensive financial, accounting, and management experience, her deep understanding of the challenges and opportunities in our marketplace, and the unique and valued perspective she brings to our board of directors. Mr. Thomas M. Stepien, has served as our President and as a Class I director since May 2025, and additionally as our Chief Executive Officer since January 2026. Mr. Stepien served as Chief Executive Officer of South 8 Technologies from August 2023 to March 2025, where he led the commercialization of a novel liquefied gas electrolyte for lithium-ion batteries. Prior to that, from December 2020 to July 2023, he was an Operating Partner of KCK Group, a private equity firm focused on industrial technologies. He also co-founded Primus Power, a long-duration stationary battery storage company, in April 2009. From October 1995 to March 2009, he held several leadership roles at Applied Materials, including Vice President and General Manager of the Mainstream Technology Solutions division, Chief Marketing Officer of Applied Global Services and Vice President, Operations of the Transistor Systems division. Mr. Stepien currently serves on the boards of directors of Primus Power and Euro Manganese (TSX-V and ASX: EMN), a supplier of battery materials to the electric vehicle industry. Mr. Stepien holds a B.S. and M.S. in Mechanical Engineering from the Massachusetts Institute of Technology and is a co-inventor on 11 U.S. and international battery patents. We believe Mr. Stepien is qualified to serve on our board of directors due to the perspective he brings as our Chief Executive Officer and President, his strong business leadership, technical expertise, and extensive experience in the battery and energy storage industries.
Continuing Directors
Continuing Directors Dr. Steven Chu has served as a Class II director since September 2022 and as a director on the Legacy Amprius board of directors since December 2016. Dr. Chu has also served as a director of Amprius, Inc., our former parent company and majority stockholder (“Amprius Holdings”), from January 2014 to October 2024. Dr. Chu has served as the William R. Kenan, Jr., Professor of Physics and Professor of Molecular & Cellular Physiology in the Medical School at Stanford University since May 2013. Dr. Chu is a co-recipient of the 1997 Nobel Prize in Physics for his contributions to laser cooling and atom trapping and has received numerous other awards. Dr. Chu was the 12th U.S. Secretary of Energy from January 2009 to April 2013. Prior to his cabinet post, he was director of the Lawrence Berkeley National Laboratory, where he was active in pursuit of alternative and renewable energy technologies, and Professor of Physics and Applied Physics at Stanford University, where he helped launch Bio-X, a multi-disciplinary institute combining the physical and biological sciences with medicine and engineering. Prior to that, he was head of the Quantum Electronics Research Department at AT&T Bell Laboratories. He is a member of the National Academy of Sciences, the American Philosophical Society, the American Academy of Arts and Sciences, the Academia Sinica, a foreign member of the Royal Society, the Royal Academy of Engineering, the Chinese Academy of Sciences, the Korean Academy of Sciences and Technology and the National Academy of Sciences, Belarus, and the Chair of the American Association for the Advancement of Science. Dr. Chu currently serves on the board of directors of Oatly Group AB, a publicly held oat milk company and has previously served on the board of directors of Zymergen Inc., a publicly held biotechnology company. Dr. Chu holds an A.B. degree in Mathematics and a B.S. degree in Physics from the University of Rochester, and a Ph.D. in Physics from the University of California at Berkeley, and has 33 honorary degrees. We believe Dr. Chu is qualified to serve on our board of directors because of his extensive background in science, academia and government. Mr. Livingston Satterthwaite has served as a Class II director since August 2024. From August 2022 to September 2024, Mr. Satterthwaite served as Senior Vice President of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products. From March 2021 to July 2022, he served as Vice Chairman, after serving as President and Chief Operating Officer of Cummins since October 2019. From April 2015 through October 2019, Mr. Satterthwaite was President of Cummins Distribution Business, a unit of Cummins, and prior to that, Mr. Satterthwaite served as President of Cummins Power Generation from June 2008 to April 2015. Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oil field services provider, as a general field engineer. Mr. Satterthwaite currently serves on the board of directors of Chemours Co, a chemical company that was previously spun off from DuPont. He has previously served on the board of directors of Idex Corp, a publicly traded company that develops, designs and manufactures fluidics systems, optics system, fire and rescue equipment, and other specialty engineered products. Mr. Satterthwaite holds a B.S. in Civil Engineering from Cornell University and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Satterthwaite is qualified to serve on our board of directors because of his business leadership and sales skills, international experience and extensive experience in industrial manufacturing. Mr. Donald R. Dixon has served as a Class III director since September 2022 and as the Chair of the Legacy Amprius board of directors since December 2016. Mr. Dixon also served as a director of Amprius Holdings, from June 2009 to October 2024. In 1993, he co-founded, and has since served as a Managing Director of, Trident Capital, a venture capital fund. In 2015, Mr. Dixon co-founded ForgePoint Capital, an investment firm focused on cybersecurity, where he served as a Managing Director from its inception through December 2025. He has remained with ForgePoint as a Senior Advisor since January 2026. Prior to Trident Capital, Mr. Dixon was the Co-President at Partech International, a private equity fund associated with Banque Paribas, a Managing Director at Alex. Brown & Sons, and a Vice President at Morgan Stanley. Mr. Dixon has previously served on the boards of directors of the publicly held companies IronNet, Inc., Qualys, Inc. and Top Image Systems Ltd., and several others. He currently serves as a director of a privately held company. Mr. Dixon is a member of the Leadership Council of the Princeton University School of Engineering and Applied Sciences. Mr. Dixon holds a B.S.E. degree in Aerospace Engineering from Princeton University and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Dixon is qualified to serve on our board of directors because of his extensive investment experience in the technology industry and extensive expertise and skills in strategy, finance and management. Dr. Kang Sun has served as our Executive Advisor since January 2026 and as a Class III director since September 2022. Previously, he served as our Chief Executive Officer from September 2022 to December 2025, as Legacy Amprius’ President and Chief Executive Officer from February 2017 to December 2025 and as a director on the Legacy Amprius board of directors from December 2016 to December 2025. Dr. Sun also served as President, Chief Executive Officer and a director of Amprius Holdings from March 2010 to October 2024. He also has served as a director of Berzelius (Nanjing) Co. Ltd. (formerly known as Amprius (Nanjing) Co., Ltd., (“Berzelius”)) since 2017 and Apex (Wuxi) Co., Ltd. (formerly known as Amprius (Wuxi) Co., Ltd., (“Apex”)) from November 2014 to November 2023, both entities of which were spun off from Amprius Holdings in 2022. Prior to joining Amprius Holdings, Dr. Sun led two business ventures in the renewable energy space, serving as President and Chief Operating Officer of JA Solar Co. Ltd., a manufacturer of high-performance photovoltaic products, and as chairman and Chief Executive Officer of RayTracker Inc., an advanced solar tracking system company that was acquired by First Solar Inc. Prior to that, he held senior executive positions in several large business enterprises and technology start-ups, including Vice President and General Manager at Honeywell International Inc. and Vice President of Technology at Canon Production Printing (formerly Oce, N.V.). Dr. Sun holds a Ph.D. in Chemistry from Brown University, an M.S. degree in Chemistry from the University of Georgia and a B.S. degree in Chemistry from Nanjing University, China. We believe Dr. Sun is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer, Legacy Amprius’ Chief Executive Officer, his leadership experience in the energy industry and his strong scientific knowledge.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. In 2025, we have not paid fees to any third parties to assist in identifying or evaluating potential director nominees. Each of the director nominees for election at the 2026 annual meeting of stockholders were recommended by the non-management directors of the nominating and corporate governance committee. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.
Director Compensation
Director Compensation
Outside Director Compensation Policy
Outside Director Compensation Policy In 2022, the Legacy Amprius board of directors retained Compensia, a third-party compensation consultant, to provide the Legacy Amprius board of directors with an analysis of publicly available market data regarding practices and compensation levels at comparable companies and assistance in determining compensation to be provided to our company’s non-employee directors. Based on the discussions with and assistance from the compensation consultant, we have adopted an Outside Director Compensation Policy, which was recently amended in March 2026, to provide for certain compensation to our non-employee directors. Cash Compensation The Outside Director Compensation Policy provides for the following cash compensation program for our non-employee directors: •$50,000 per year for service as a non-employee director; •$50,000 per year for service as non-executive chair of our board; •$15,000 per year for service as a lead independent director of our board; •$20,000 per year for service as chair of our audit committee; •$10,000 per year for service as a member of our audit committee; •$15,000 per year for service as chair of our compensation committee; •$7,500 per year for service as a member of our compensation committee; •$15,000 per year for service as chair of our nominating and corporate governance committee; and •$5,000 per year for service as a member of our nominating and corporate governance committee. Each non-employee director who serves as a committee chair of our board will receive the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee, provided that the non-employee director who serves as the non-employee chair of our board will receive the annual retainer fees for such role as well as the annual retainer fee for service as a non-employee director. These fees to our non-employee directors will be paid quarterly in arrears on a prorated basis. The above-listed fees for service as non-employee chair of our board or a chair or member of any committee are payable in addition to the non-employee director retainer. Under the Outside Director Compensation Policy, we also reimburse our non-employee directors for reasonable travel expenses to attend meetings of our board and committees. Equity Compensation Initial Award Pursuant to the Outside Director Compensation Policy, each person who first becomes a non-employee director on or after the effective date of such policy will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial equity award of restricted stock units covering shares of our common stock (the “Initial Award”). The Initial Award will have a value on the date of grant equal to $300,000, with the number of shares subject to the Initial Award rounded to the nearest whole share. Each Initial Award will, vest in equal installments on each of the first three anniversaries of the date that a person first becomes a non-employee director, subject to continued service to our company through the date of vesting. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. Annual Award Each non-employee director will receive, on the first trading day after each annual meeting of our stockholders (an “Annual Meeting”) that occurs following the effective date of the Outside Director Compensation Policy, an annual equity award of restricted stock units covering shares of our common stock (the “Annual Award”). The Annual Award will have an aggregate value on the date of grant equal to $170,000, with the number of shares subject to the Annual Award rounded to the nearest whole share; provided that if an individual began service as a non-employee director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting, then the Annual Award granted to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award’s grant date during the 12-month period immediately preceding such Annual Meeting. Each Annual Award will vest on the earlier of (a) the first anniversary of the date the Annual Award is granted, or (b) the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, subject to continued service to our company through the applicable vesting date. Other Award Terms Each Initial Award and Annual Award will be granted under the Company’s 2022 Equity Incentive Plan (or its successor plan, as applicable) and form of award agreement under such plan. Change in Control In the event of a change in control, as defined in the Company’s 2022 Equity Incentive Plan, each non-employee director’s then outstanding equity awards covering shares of our common stock will accelerate vesting in full, provided that he or she remains a non-employee director as of immediately before such change in control. Director Compensation Limits The Outside Director Compensation Policy provides that in any given fiscal year of our company, no outside director may be granted any equity awards (including equity awards under the Company’s 2022 Equity Incentive Plan) (the value of which will be based on their grant-date fair value) and be provided any other compensation (such as any cash retainers and fees) that in the aggregate exceed $750,000. For the purposes of this maximum limit provision, the grant-date fair values of awards granted under the Company’s 2022 Equity Incentive Plan will be determined according to generally accepted accounting principles in the United States (“GAAP”). Any awards or other compensation provided to an individual for his or her services as an employee or a consultant (other than an outside director), or before the Closing Date, will not count toward this limit.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, each of Mr. Stepien and Dr. Sun was an employee and executive officer of our company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Mr. Stepien’s and Dr. Sun’s compensation.
Director Compensation for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(6) | Total ($) | | Donald R. Dixon | 105,000 | 169,998 | | 274,998 | | Dr. Wen Hsieh | 65,000 | 169,998 | | 234,998 | | Dr. Steven Chu | 53,750 | 169,998 | | 223,748 | | Kathleen Bayless | 60,000 | 169,998 | | 229,998 | | Livingston Satterthwaite | 55,000 | 99,167 | | 154,167 |
Director Compensation for Fiscal 2025
___________________________ (1)The amounts reported represent the aggregate grant-date fair value of the restricted stock units awarded to the directors in fiscal 2025, calculated in accordance with ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant-date fair value of the restricted stock units reported are set forth in Notes 2 and 7 to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K filed with the SEC on March 6, 2026. (2)The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:
Director Compensation for Fiscal 2025
| Name | Aggregate Number of Shares Underlying Outstanding Options | Aggregate Number of Shares Underlying Stock Awards | | Donald R. Dixon | 270,251 | 44,444 | | Dr. Wen Hsieh | 270,251 | 44,444 | | Dr. Steven Chu | 617,359 | 44,444 | | Kathleen Bayless | — | 79,206 | | Livingston Satterthwaite | — | 308,945 |
Director Compensation for Fiscal 2025
PROPOSAL NO. 1:
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes with staggered three-year terms. At the annual meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION To achieve our goals, we have designed our compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving these goals. We believe our compensation program should promote the success of the company and align executive incentives with the long-term interests of our stockholders. Our current compensation programs consist primarily of salary, cash bonuses and equity awards. As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require. As an emerging growth company and smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for our principal executive officer and our two other most highly compensated executive officers. We have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards at Fiscal 2025 Year-End table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” of say-on-pay votes, and we are not required to provide the executive compensation “pay ratio” disclosure under Item 402(u) of Regulation S-K or the “pay versus performance” disclosure under Item 402(v) of Regulation S-K. Our named executive officers, consisting of our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer), as of December 31, 2025, were: •Thomas M. Stepien, our President, Chief Executive Officer and director(1) •Ricardo C. Rodriguez, our Chief Financial Officer •Dr. Kang Sun, our Executive Advisor and director(2) _________________________ (1) Mr. Stepien was appointed as Chief Executive Officer, effective January 1, 2026. (2) Dr. Sun stepped down from his position as Chief Executive Officer, effective December 31, 2025, and assumed the position of Executive Advisor, effective January 1, 2026.
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2025 and the prior fiscal year where applicable, as determined under SEC rules. Titles are as of March 31, 2026.
Summary Compensation Table for Fiscal 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) (4)(5) | Stock Awards($) (6) | Option Awards ($) (7) | All Other Compensation ($) (8) | Total ($) | | Thomas M. Stepien (1) | 2025 | 319,712 | 238,292 | 2,746,000 | — | 50,711 | 3,354,715 | | President, Chief Executive Officer | 2024 | — | — | — | — | — | — | | Ricardo C. Rodriguez (2) | 2025 | 109,282 | 158,784 | 2,688,000 | — | 26,028 | 2,982,094 | | Chief Financial Officer | 2024 | — | — | — | — | — | — | | Kang Sun (3) | 2025 | 633,000 | 680,475 | 1,318,680 | — | 600 | 2,632,755 | | Executive Advisor | 2024 | 624,000 | 624,000 | 3,833,109 | 573,800 | 600 | 5,655,509 |
Summary Compensation Table for Fiscal 2025
___________________________ (1)Mr. Stepien was appointed as our President, effective May 1, 2025, and additionally as our Chief Executive Officer, effective January 1, 2026. (2)Mr. Rodriguez was appointed as our Chief Financial Officer and Corporate Secretary, effective October 6, 2025. (3)Dr. Sun stepped down from his officer position, effective December 31, 2025, and assumed the position of Executive Advisor, effective January 1, 2026. (4)For the year ended December 31, 2025, represents annual bonuses earned during 2025 and paid in 2026. For the year ended December 31, 2024, represents annual bonuses earned during 2024 and paid in 2025. (5)For the year ended December 31, 2025, Mr. Rodriguez received a discretionary cash bonus approved by the Compensation Committee in recognition of his exceptional performance and contributions and to provide an incentive for his continued leadership and focus on the Company’s strategic priorities. (6)The amounts reported represent the aggregate grant-date fair value of the stock awards granted to each named executive officer, computed in accordance with the ASC 718. The assumptions used in determining the grant-date fair value of the stock awards reported are set forth in Notes 2 and 7 to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K filed with the SEC on March 6, 2026. (7)The amounts reported represent the aggregate grant-date fair value of the stock options awarded to Dr. Kang Sun by Amprius Holdings in 2024, calculated in accordance with ASC 718. The assumptions used in determining the grant-date fair value of the stock options reported are set forth in Notes 2 and 7 to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K filed with the SEC on March 6, 2026. (8)The amounts reported for the year December 31, 2025 include relocation assistance provided to certain named executive officers. For Mr. Stepien, this includes a tax gross-up payment of $50,296 to cover the tax liability associated with his relocation benefits; for Mr. Rodriguez, this includes a tax gross-up payment of $25,890 for the same purpose.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Pursuant to the Stepien Employment Letter, if the Company or any successor corporation terminates Mr. Stepien’s employment other than for Cause (as defined in the Stepien Employment Letter), death or disability or Mr. Stepien terminates his employment with the Company or any successor corporation for Good Reason (as defined in the Stepien Employment Letter), Mr. Stepien will be eligible to receive, subject to executing a release of claims, the following severance: continuing payments of salary at a rate equal to his annual base salary, as then in effect, for a period of six months following the date of such termination. Pursuant to the Rodriguez Employment Letter, if the Company or any successor corporation terminates Mr. Rodriguez’s employment other than for Cause (as defined in the Rodriguez Employment Letter), death or disability or Mr. Rodriguez terminates his employment with the Company or any successor corporation for Good Reason (as defined in the Rodriguez Employment Letter), Mr. Rodriguez will be eligible to receive, subject to executing a release of claims, the following severance: continuing payments of salary at a rate equal to his annual base salary, as then in effect, for a period of three months following the date of such termination. Pursuant to the Sun Employment Letter, if the Company or any successor corporation terminates Dr. Sun’s employment other than for Cause (as defined in the Sun Employment Letter), death or disability or Dr. Sun terminates his employment with the Company or any successor corporation for Good Reason (as defined in the Sun Employment Letter), Dr. Sun will be eligible to receive, subject to executing a release of claims, the following severance benefits: (i) continuing payments of salary at a rate equal to his annual base salary, as then in effect, for a period of six months following the date of such termination, and (ii) the unvested portion of his outstanding equity awards to the Company equity awards that would normally vest over the following six months from the date of termination will immediately vest before such termination and become exercisable, provided that if such termination occurs upon or within six months following the closing of a change in control (as defined in the Company’s 2022 Equity Incentive Plan), then 100% of his outstanding stock options will immediately vest and become exercisable.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested($)(2) | | Thomas M. Stepien (3) | 05/01/2025 | | | | | 400,000 | 3,156,000 | | Thomas M. Stepien (4) | 12/19/2025 | | | | | 200,000 | 1,578,000 | | Ricardo C. Rodriguez (5) | 10/06/2025 | | | | | 200,000 | 1,578,000 | | Dr. Kang Sun | 12/12/2017 | 180,802 | — | 0.62 | 12/12/2027 | | | | Dr. Kang Sun | 01/02/2019 | 208,264 | — | 2.44 | 01/02/2029 | | | | Dr. Kang Sun | 09/18/2020 | 967,539 | — | 2.50 | 09/17/2030 | | | | Dr. Kang Sun | 06/17/2021 | 1,455,900 | — | 1.78 | 06/16/2031 | | | | Dr. Kang Sun | 12/16/2021 | 912,834 | — | 3.68 | 12/15/2031 | | | | Dr. Kang Sun | 12/16/2021 | 20,900 | — | 3.68 | 12/15/2031 | | | | Dr. Kang Sun | 12/16/2021 | 1,040,768 | — | 3.68 | 12/15/2031 | | | | Dr. Kang Sun (6) | 04/13/2022 | 712,784 | 15,166 | 2.61 | 04/13/2032 | | | | Dr. Kang Sun (7) | 04/13/2022 | 398,099 | 147,863 | 2.61 | 04/13/2032 | | | | Dr. Kang Sun (8) | 09/26/2024 | 1,171,476 | — | 0.78 | 09/26/2034 | | | | Dr. Kang Sun (9) | 03/19/2024 | | | | | 798,564 | 6,300,670 | | Dr. Kang Sun (10) | 03/19/2025 | | | | | 487,012 | 3,842,525 |
Outstanding Equity Awards at Fiscal 2025 Year-End
___________________________ (1)The per share exercise price of each option reported in this column represents the fair market value of a share of common stock on the option’s date of grant, as determined by our board of directors. (2)The market value of restricted stock units that have not vested reflect the $7.89 per share closing price of our common stock on December 31, 2025, the last trading day of the year, as reported by NYSE. (3)1/4th of the restricted stock units subject to the award will vest on May 20, 2026 and the remainder will vest on the Company’s respective quarterly vesting date thereafter, subject to Mr. Stepien’s continued service on each such quarterly vesting date. (4)1/4th of the restricted stock units subject to the award will vest on February 20, 2027 and the remainder will vest on the Company’s respective quarterly vesting date thereafter, subject to Mr. Stepien’s continued service on each such quarterly vesting date. (5)1/4th of the restricted stock units subject to the award will vest on November 20, 2026 and the remainder will vest on the Company’s respective quarterly vesting date thereafter, subject to Mr. Rodriguez’s continued service on each such quarterly vesting date (6)1/48th of the shares subject to the option vest each month after January 1, 2022, subject to Dr. Sun’s continuous service through each vesting date. (7)1/48th of the shares subject to the option vest each month after January 1, 2023, subject to Dr. Sun’s continuous service through each vesting date. (8)This option was granted to Dr. Sun by Amprius Holdings and assumed by the Company on October 23, 2024. (9)1/16th of the shares subject to the restricted stock units vest each quarter on the Company’s respective quarterly vesting date after March 19, 2024, subject to Dr. Sun’s continuous service through each such quarterly vesting date. (10)1/16th of the shares subject to the restricted stock units vest each quarter on the Company’s respective quarterly vesting date after March 19, 2025, subject to Dr. Sun’s continuous service through each such quarterly vesting date.