Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to §240.14a-12 |
![](https://www.sec.gov/Archives/edgar/data/0001680062/000114036124022553/logo_acm.jpg)
☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
![](https://www.sec.gov/Archives/edgar/data/0001680062/000114036124022553/logo_acmx1.jpg)
| 2024 Annual Meeting | | | Inside | | |||
| June 13, 2024 7 a.m., Pacific time | | | CEO’s letter to stockholders | | |||
| Information on voting proposals: | | ||||||
| ![]() | | | Election of five directors | | |||
| Virtual-only meeting, with webcast access at virtualshareholdermeeting.com/ACMR2024 | | | ![]() | | | Ratification of appointment of independent auditor for 2024 | |
| | | ![]() | | | Advisory vote on 2023 executive compensation | | |
| | | ![]() | | | Advisory vote on frequency of future advisory votes on executive compensation | |
![]() | | | 42307 Osgood Rd, Suite I Fremont, California 94539 |
![]() | | | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS |
Proposal 1. | | | Election of five directors |
Proposal 2. | | | Ratification of appointment of independent auditor for 2024 |
Proposal 3. | | | Advisory vote on 2023 executive compensation |
Proposal 4 | | | Advisory vote on frequency of future advisory votes on executive compensation |
• | directions for accessing and reviewing the proxy materials on the Internet and submitting a proxy over the Internet or by telephone; |
• | instructions for requesting copies of proxy materials in printed form or by email at no charge; and |
• | a control number for use in submitting proxies and accessing the Annual Meeting webcast. |
By Order of the Board, | | | |
| | ||
Mark McKechnie Secretary | | | April 26, 2024 |
| When 7 a.m., Pacific time, on June 13, 2024 Where Webcast only, access at: virtualshareholdermeeting.com/ACMR2024 | |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2024: The Notice of 2024 Annual Meeting of Stockholders, the Proxy Statement, the 2023 Annual Report to Stockholders and instructions for voting via the Internet can be accessed at proxyvote.com. | |
| How to Vote in Advance Your vote is important. Please vote as soon as possible by one of the methods shown below. Your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form should be readily available. Via Internet (Any Web-Enabled Device) ![]() By Telephone (U.S. or Canada only) ![]() By Mail (Pursuant to Printed Materials) ![]() We will maintain a list of stockholders of record as of the record date at our corporate headquarters located at 42307 Osgood Road, Suite I, Fremont, California 94539 for a period of ten days prior to, and ending at the close of, the Annual Meeting. In order for us to make the list available to you quickly and safety, we recommend that you notify us by emailing [email protected] one business day in advance of the day on which you intend to review the list. Beginning fifteen minutes prior to, and ending at the close of, the Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at virtualshareholdermeeting.com/ACMR2024. | |
![]() | | | 42307 Osgood Rd, Suite I Fremont, California 94539 |
The Annual Meeting is scheduled to be held exclusively by webcast as follows: | |||
Date | | | Thursday, June 13, 2024 |
Time | | | 7 a.m., Pacific time |
Meeting Webcast Address | | | virtualshareholdermeeting.com/ACMR2024 |
Time and Date | | | 7 a.m., Pacific time, on June 13, 2024 |
Meeting Webcast Address | | | virtualshareholdermeeting.com/ACMR2024 |
Record Date | | | 5 p.m., Eastern time, on April 16, 2024 |
Voting | | | Stockholders will be entitled to one vote for each outstanding share of Class A common stock they hold of record as of the record date and twenty votes for each outstanding share of Class B common stock they hold of record as of the record date. |
Total Votes Per Proposal | | | 157,422,997 votes, based on 56,986,777 shares of Class A common stock and 5,021,811 shares of Class B common stock outstanding as of the record date. |
| Proposal | | | Board Recommendation | |
| Election of five directors | | | FOR each nominee | |
| Ratification of appointment of independent auditor for 2024 | | | FOR | |
| Advisory vote on 2023 executive compensation | | | FOR | |
| Advisory vote on frequency of future advisory votes on executive compensation | | | 3 YEARS | |
| Until 11:59 p.m., Eastern time, on June 12, 2024 | | | At the Annual Meeting on June 13, 2024 | | ||||||
| • | | | Internet: From any web-enabled device at proxyvote.com | | | • | | | Internet: Joining the Annual Meeting at virtualshareholdermeeting.com/ACMR2024 | |
| • | | | Telephone: +1.800.690.6903 | | | | | | ||
| • | | | Completed, signed and returned proxy card | | | | | |
1 |
![]() | Election of Directors |
| Name | | | Age | | | Director Since | | | Occupation | | | Experience/ Qualifications | | | Independent | | | Committee Memberships | | | Other Boards | | |||
| Yes | | | No | | |||||||||||||||||||||
| Haiping Dun | | | 74 | | | 2003 | | | Former Senior Director of Intel Corporation Former President of Champion Microelectronic Corp. | | | • Industry • Global • Leadership | | | ✔ | | | | | • Audit • Compensation | | | | ||
| Chenming C. Hu | | | 76 | | | 2017 | | | Professor of Engineering and Computer Sciences, University of California, Berkeley | | | • Innovation • Industry • Education | | | ✔ | | | | | • Nominating and Governance | | | • Ambarella, Inc. | | |
| Tracy Liu | | | 59 | | | 2016 | | | Managing Partner of H&M Int’l CPAs, LLP | | | • Finance • Leadership • Global | | | ✔ | | | | | • Audit • Compensation • Nominating and Governance | | | | ||
| David H. Wang | | | 62 | | | 1998 | | | Founder, Chief Executive Officer and President of ACM Research, Inc. | | | • Industry • Innovation • Leadership | | | | | ✔ | | | | | | |||
| Xiao Xing | | | 48 | | | 2022 | | | Vice President of Shanghai Pudong Haiwang Private Fund Management Co., Ltd. | | | • Finance • Leadership • Global | | | ✔ | | | | | • Audit | | | |
DIVERSITY | | | INDEPENDENCE | | | TENURE |
| | | | |||
All of our director nominees voluntarily self-identify as having a diverse identity (gender or race). | | | Four of our five director nominees qualify as independent under SEC regulations and NASDAQ standards. | | | The tenure of our director nominees reflects a mix of experience and perspective. |
| | | | |||
![]() | | | ![]() | | | ![]() |
2 |
| Total Number of Current Directors | | | 5 | | |||
| | | Female | | | Male | | |
| Part I: Gender Identity | | | | | | ||
| Directors | | | 2 | | | 3 | |
| Part II: Demographic Background | | | | | | ||
| Asian | | | 2 | | | 3 | |
| Elections: | | | Classified Board | | | No | |
| Frequency of Director Elections | | | Annual | | |||
| Voting Standard | | | Plurality | | |||
| Resignation Policy | | | Yes | | |||
| Mandatory Retirement Age or Tenure | | | No | | |||
| Chair: | | | Separate Chair of the Board and CEO | | | No | |
| Independent Lead Director | | | Yes | | |||
| Robust Responsibilities and Duties Assigned to Independent Chair | | | Yes | | |||
| Meetings: | | | Number of Board Meetings Held in 2023 | | | 4 | |
| Directors Attending Fewer than 75% of Board Meetings in 2023 | | | 0 | | |||
| Independent Directors Meet Without Management Present | | | Yes | | |||
| Number of Standing Committee Meetings Held in 2023 | | | 9 | | |||
| Members Attending Fewer than 75% of Committee Meetings in 2023 | | | 0 | | |||
| Director Status: | | | Directors Overboarded per ISS or Glass Lewis Voting Guidelines | | | None | |
| Standing Board Committee Membership Independence | | | 100% | | |||
| Board Oversight of Company Strategy and Risk | | | Yes | | |||
| Shares Pledged by Directors | | | None | | |||
| Stockholder Rights: | | | Cumulative Voting | | | No | |
| Proxy Access Bylaw | | | Yes | |
![]() | Ratification of Appointment of Independent Auditor for 2024 |
3 |
![]() | Advisory vote on 2023 executive compensation |
| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($)(1) | | | ACM Research Option Awards ($)(1)(2) | | | All Other Compensation ($)(1)(3) | | | Total ($) | |
| David H. Wang Chief Executive Officer and President | | | 2023 | | | $256,212 | | | $205,755 | | | $23,067,744 | | | $4,264 | | | $23,533,975 | |
| 2022 | | | 233,918 | | | 167,294 | | | — | | | 3,770 | | | 404,982 | | |||
| 2021 | | | 183,105 | | | 212,188 | | | — | | | 3,583 | | | 398,876 | | |||
| Mark McKechnie Chief Financial Officer, Treasurer and Secretary | | | 2023 | | | 273,675 | | | 37,500 | | | 3,113,850 | | | — | | | 3,425,025 | |
| 2022 | | | 267,000 | | | 100,000 | | | 1,740,782 | | | — | | | 2,107,782 | | |||
| 2021 | | | 242,703 | | | 50,000 | | | — | | | — | | | 292,703 | | |||
| Jian Wang Chief Executive Officer and President ACM Research (Shanghai), Inc. | | | 2023 | | | 203,317 | | | 170,280 | | | 8,822,265 | | | 3,674 | | | 9,199,536 | |
| 2022 | | | 180,967 | | | 62,454 | | | 903,915 | | | 3,770 | | | 1,151,106 | | |||
| 2021 | | | 120,094 | | | 108,500 | | | — | | | 3,583 | | | 232,177 | | |||
| Lisa Feng Chief Financial Officer ACM Research (Shanghai), Inc. | | | 2023 | | | 196,532 | | | 93,654 | | | 3,978,705 | | | 4,264 | | | 4,273,155 | |
| 2022 | | | 174,755 | | | 61,562 | | | 361,556 | | | 4,288 | | | 602,161 | | |||
| 2021 | | | 157,123 | | | 64,170 | | | — | | | 4,159 | | | 225,452 | | |||
| Fuping Chen Vice President, Sales—China ACM Research (Shanghai), Inc. | | | 2023 | | | 157,845 | | | 170,280 | | | 6,830,141 | | | — | | | 7,158,266 | |
| 2022 | | | 135,282 | | | 98,142 | | | 361,556 | | | 205 | | | 595,185 | | |||
| 2021 | | | $108,842 | | | $103,850 | | | $— | | | $214 | | | $212,906 | |
(1) | Compensation amounts paid in RMB have been converted, for purposes of the table, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years. |
(2) | Amounts shown represent the aggregate grant date fair value of option awards granted in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation excluding estimated forfeitures. The estimated fair value of option awards is calculated based on a Black-Scholes valuation model on the grant date. Amounts include option awards exercisable for Class A common stock and common stock of ACM Shanghai, as applicable. See the “Grants of Plan-Based Awards” table below for additional details. These amounts do not necessarily correspond to the actual amounts that may be earned by the NEOs. The amount included for grants associated with ACM Shanghai shares were approximately $11.9 million for David H. Wang, $8.1 million for Jian Wang, $2.9 million for Lisa Feng, and $6.8 million for Fuping Chen. For assumptions for both ACM Research and ACM Shanghai options made in valuing these awards, see note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.Option awards subject to performance-based vesting conditions vest based on a single estimated payout, and do not provide for a payout based on a highest level of performance. |
(3) | The amounts shown include (a) health insurance premiums with respect to 2021, 2022 and 2023, and (b) housing subsidies with respect to 2021. |
4 |
![]() | Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation |
5 |
Q: | When and where will the Annual Meeting be held? |
A: | This year the Annual Meeting of Stockholders of ACM Research, Inc., which we refer to as the Annual Meeting, will again be held exclusively by webcast at virtualshareholdermeeting.com/ACMR2024, beginning at 7 a.m., Pacific time, on June 13, 2024. |
Q: | Who may join the Annual Meeting? |
A: | The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit virtualshareholdermeeting.com/ACMR2024 and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. |
Q: | What materials have been prepared for stockholders in connection with the Annual Meeting? |
A: | We are furnishing you and other stockholders of record with the following proxy materials: |
• | our 2023 Annual Report to Stockholders, which we refer to as the 2023 Annual Report and which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (including our audited consolidated financial statements for 2023, 2022 and 2021); |
• | this Proxy Statement for the 2024 Annual Meeting, which we refer to as this Proxy Statement and which also includes a letter from our Chief Executive Officer and President to stockholders, and a Notice of 2024 Annual Meeting of Stockholders; and |
• | a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice of Internet Availability, which includes a control number for use in submitting proxies and accessing the Annual Meeting webcast. |
Q: | Why was I mailed a Notice of Internet Availability, rather than a printed set of proxy materials? |
A: | In accordance with rules adopted by the SEC, we are furnishing the proxy materials to stockholders by providing access via the Internet, instead of mailing printed copies. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. The Notice of Internet Availability tells you how to access and review the proxy materials on the Internet and how to vote on the Internet. It also provides instructions you may follow to request paper or emailed copies of the proxy materials. |
6 |
Q: | Are the proxy materials available via the Internet? |
A: | You can access and review the proxy materials for the Annual Meeting at https://ir.acmrcsh.com/investor-overview or proxyvote.com. In order to submit your proxies or access the Annual Meeting webcast, however, you will need to refer to the Notice of Internet Availability or proxy card to obtain your 16-digit control number and other personal information needed to vote by proxy or virtually. |
Q: | What is a proxy? |
A: | The term “proxy”, when used with respect to stockholder, refers to either a person or persons legally authorized to act on the stockholder’s behalf or a format that allows the stockholder to vote without being physically present at the Annual Meeting. |
Q: | What matters will the stockholders vote on at the Annual Meeting? |
A: | | | Proposal ![]() | | | Election of the following five director nominees: | ||||||
| | | | • Chenming C. Hu | | | • Haiping Dun | | | • Xiao Xing | ||
| | | | • David H. Wang | | | • Tracy Liu | | | |||
| | Proposal ![]() | | | Ratification of appointment of our independent auditor for 2024 | |||||||
| | Proposal ![]() | | | Advisory vote on 2023 executive compensation | |||||||
| | Proposal ![]() | | | Advisory vote on frequency of future advisory votes on executive compensation |
Q: | Who can vote at the Annual Meeting? |
A: | Stockholders of record of Class A and Class B common stock at 5 p.m., Eastern time, on April 16, 2024 the record date, will be entitled to vote at the Annual Meeting. As of the record date, there were outstanding a total of 56,986,777 shares of Class A common stock, each of which will be entitled to one vote on each proposal, and 5,021,811 shares of Class B common stock, each of which will be entitled to twenty votes on each proposal. As a result, up to a total of 157,422,997 votes can be cast on each proposal. |
Q: | What is a stockholder of record? |
A: | A stockholder of record is a stockholder whose ownership of our common stock is reflected directly on the books and records of our transfer agent, Computershare Trust Company, N.A. |
Q: | What does it mean for a broker or other nominee to hold shares in “street name”? |
A: | If you beneficially own shares held in an account with a broker, bank or similar organization, that organization is the stockholder of record and is considered to hold those shares in “street name.” An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, the organization’s authority to vote your shares will, under the rules of the Nasdaq Global Market, or NASDAQ, depend upon whether the proposal is considered a “routine” or a non-routine matter. |
• | The organization generally may vote your beneficially owned shares on routine items for which you have not provided voting instructions to the organization. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2024 (Proposal 2). |
7 |
• | The organization generally may not vote on non-routine matters, including Proposals 1, 3 and 4. Instead, it will inform the inspector of election that it does not have the authority to vote on those matters. This is referred to as a “broker non-vote.” |
Q: | How do I vote my shares if I do not attend the Annual Meeting? |
A: | If you are a stockholder of record, you may vote prior to the Annual Meeting as follows: |
• | | | Via the Internet: | | | You may vote via the Internet by going to proxyvote.com, in accordance with the voting instructions on the Notice of Internet Availability or proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 12, 2024. You will be given the opportunity to confirm that your instructions have been recorded properly. |
• | | | By Telephone: | | | You may vote by calling +1.800.690.6903 and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 12, 2024. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been recorded properly. |
• | | | By Mail: | | | If you obtain a proxy card by mail, you may vote by returning the completed and signed proxy card in a postage-paid return envelope that will be provided with the proxy card. |
• | | | Via the Internet: | | | You may vote via the Internet by going to proxyvote.com, in accordance with the voting instructions on the Notice of Internet Availability or proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 12, 2024. You will be given the opportunity to confirm that your instructions have been recorded properly. |
• | | | By Telephone: | | | You may vote by calling +1.800.690.6903 and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 12, 2024. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly. |
Q: | Can I vote at the Annual Meeting? |
A: | If you are a stockholder of record, you may vote virtually at the Annual Meeting, whether or not you previously voted. If your shares are held in street name, you must obtain a written proxy, executed in your favor, from the stockholder of record to be able to vote at the Annual Meeting. |
Q: | Can I ask questions at the Annual Meeting? |
A: | You may submit questions via the Internet during the Annual Meeting by participating in the webcast at virtualshareholdermeeting.com/ACMR2024. We will answer any timely submitted questions on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding ACM in the order in which the questions are received. Questions relating to the stockholder proposals or ACM may be submitted in the field provided in the web portal at or before the time the questions are to be discussed. All questions received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues and we may edit profanity or other |
8 |
Q: | Why is the Annual Meeting being conducted as a virtual meeting? |
A: | The board of directors considers the appropriate format of our annual meeting of stockholders on an annual basis. This year the board again chose a virtual meeting format for the Annual Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Annual Meeting from any geographic location, using any convenient internet-connected devices, including smart phones and tablet, laptop or desktop computers. |
Q: | If I am unable to participate in the live audio webcast of the Annual Meeting, may I listen at a later date? |
A: | An audio replay of the Annual Meeting will be posted and publicly available at https://ir.acmrcsh.com/presentations following the Annual Meeting and will remain publicly available until our next annual meeting of stockholders in 2025. This audio replay will cover the entire Annual Meeting, including each stockholder question addressed during the Annual Meeting. |
Q: | May I change my vote or revoke my proxy? |
A: | If you are a stockholder of record and previously delivered a proxy, you may subsequently change or revoke your proxy at any time before it is exercised by: |
• | voting via the Internet or telephone at a later time; |
• | submitting a completed and signed proxy card with a later date; or |
• | voting via the Internet at the Annual Meeting. |
Q: | What happens if I do not give specific voting instructions? |
A: | If you are a stockholder of record and you return a proxy card without giving specific voting instructions, the proxy holders will vote your shares in the manner recommended by the board on each of the proposals presented in this Proxy Statement and as the proxy holders may determine in their discretion on any other matters properly presented for a vote at the Annual Meeting. |
9 |
Q: | What should I do if, during check-in or the meeting, I have technical difficulties or trouble accessing the virtual meeting website? |
A: | Online check-in to the Annual Meeting webcast will begin at 6:45 a.m., Pacific time. You should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or at meeting time, you should call the technical support number available at proxyvote.com. |
Q: | What if other matters are presented at the Annual Meeting? |
A: | If a stockholder of record provides a proxy by voting in any manner described in this Proxy Statement, the proxy holders will have the discretion to vote on any matters, other than the four proposals presented in this Proxy Statement, that are properly presented for consideration at the Annual Meeting. We are not currently aware of any other matters to be presented for consideration at the Annual Meeting. |
10 |
![]() | Election of Directors |
![]() | Ratification of Appointment of Independent Auditor for 2024 |
11 |
![]() | Advisory vote on 2023 executive compensation |
![]() | Advisory vote on frequency of future advisory votes on executive compensation |
12 |
• | the audit committee charter, |
• | the compensation committee charter, and |
• | the nominating and governance committee charter. |
13 |
14 |
15 |
• | appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; |
• | overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; |
• | reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; |
• | monitoring our internal control over financial reporting and our disclosure controls and procedures; |
• | meeting independently with our registered public accounting firm and management; |
• | furnishing the audit committee report required by SEC rules; |
• | reviewing, approving and overseeing certain related-party transactions; |
• | reviewing and reassessing the adequacy of our conflict of interest policy; and |
• | overseeing our risk assessment and risk management policies. |
16 |
• | identifying, evaluating, and making recommendations to the board of directors and our stockholders concerning nominees for election to the board, to each of the board’s committees and as committee chairs; |
• | annually reviewing the performance and effectiveness of the board and developing and overseeing a performance evaluation process; |
• | annually evaluating the performance of management, the board and each board committee against their duties and responsibilities relating to corporate governance; |
• | annually evaluating adequacy of our corporate governance structure, policies and procedures; and |
• | providing reports to the board regarding the committee’s nominations for election to the board and its committees. |
17 |
• | evaluating the performance of our Chief Executive Officer and determining our Chief Executive Officer’s salary and contingent compensation based on his or her performance and other relevant criteria; |
• | identifying the corporate and individual objectives governing the Chief Executive Officer’s compensation; |
• | approving the compensation of our other executive officers; |
• | making recommendations to the board with respect to director compensation; |
• | reviewing and approving the terms of certain material agreements; |
• | overseeing and administering our equity incentive plans and employee benefit plans; |
• | preparing the annual compensation committee report required by SEC rules; and |
• | conducting a review of executive officer succession planning, as necessary, reporting its findings and recommendations to the board, and working with the board in evaluating potential successors to executive officer positions. |
18 |
19 |
| Position | | | Retainer | |
| Lead Director | | | $30,000 | |
| Other Directors | | | 22,500 | |
| Audit Committee Chair | | | 6,000 | |
| Other Audit Committee Members | | | 4,500 | |
| Compensation Committee Chair | | | 6,000 | |
| Other Compensation Committee Members | | | 4,500 | |
| Nominating and Governance Committee Chair | | | 6,000 | |
| Other Nominating and Governance Committee Members | | | $4,500 | |
20 |
| Director | | | Fees Earned or Paid in Cash($)(1) | | | Option Awards($)(2) | | | All Other Compensation($) | | | Total($) | |
| Haiping Dun(3) | | | $40,500 | | | $549,967 | | | $— | | | $590,467 | |
| Chenming C. Hu(3) | | | 28,500 | | | 238,582 | | | 66,667(4) | | | 333,749 | |
| Tracy Liu(3) | | | $57,500(5) | | | $549,967 | | | $— | | | $607,467 | |
(1) | Annual cash retainers to our non-employee directors are paid in arrears. |
(2) | The amounts shown represent the aggregate grant date fair value, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, excluding estimated forfeitures, of non-qualified stock options granted on August 10, 2023 to acquire, subject to vesting, a total of 24,000 shares of Annual Options. Each Annual Option vests, subject to continued board service, in full immediately prior to the 2024 Annual Meeting. Each of Dr. Dun and Ms. Liu were also granted 30,000 shares of Subsidiary Options for their board service on the Hanguk board of directors. Each Subsidiary Option vests, subject to continued board service, over 4 years, with 25% vesting on the first anniversary of the grant date followed by equal monthly installments thereafter. The amounts do not necessarily correspond to the actual amounts that may be earned by the directors. For assumptions made in valuing these awards and related information, see Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, (a) Dr. Dun held unexercised stock options for 348,001 shares of Class A common stock, (b) Dr. Hu held unexercised stock options for 63,000 shares of Class A common stock, (c) Ms. Liu held unexercised stock options for 215,000 shares of Class A common stock, and (d) Ms. Xing did not held any unexercised stock options for Class A common stock. |
(3) | Chair of a board committee during 2023. |
(4) | This amount represents the portion of the consulting fee paid to Dr. Hu in 2023 for independent consulting services pursuant to the Hu Agreement. |
(5) | This amount includes additional fees paid to Ms. Liu in 2023 for services on a special subcommittee of the board. |
21 |
• | be of the highest ethical character and share our values as reflected in our Code of Conduct; |
• | be highly accomplished in his or her field, with superior credentials and recognition; |
• | have sound business judgment, be able to work effectively with others, have sufficient time to devote to our affairs, and be free from conflicts of interest; and |
• | be independent of any particular constituency and able to represent all of our stockholders. |
22 |
• | the nominee’s professional experience for at least the past five years; |
• | the year in which the nominee first became one of our directors; |
• | each committee of the board of directors on which the nominee currently serves; |
• | the nominee’s age as of the record date for the Annual Meeting; |
• | the relevant skills the nominee possesses that qualify him or her for nomination to the board; and |
• | directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company. |
![]() | | | DAVID H. WANG Age: 62 ACM Board Service • Tenure: 26 years (1998) | | | ![]() | | | HAIPING DUN Age: 73 ACM Board Service • Tenure: 21 years (2003) • Committees: ○ Audit ○ Compensation (Chair) INDEPENDENT |
Professional Experience | | | Professional Experience | ||||||
• Founder, Chief Executive Officer, President and one of our directors since 1998. • Inventor of stress-free Cu polishing technology. • Holds more than 100 patents in semiconductor equipment and process technology. | | | • Served as one of our directors since 2003. • Former President of Champion Microelectronic Corp., an integrated circuit company based in Taiwan, from 2008 through 2018. • Former Senior Director of Intel Corporation, a multi-national technology company where he was employed from 1983 to 2004. | ||||||
Education | | | Education | ||||||
• Received a Ph.D. and Master of Engineering in Precision Engineering from Osaka University and a Bachelor of Science in Precision Instruments from Tsinghua University. | | | • Received a Ph.D. in material science and engineering from Stanford University, a Master of Science in physics from the University of Washington and a Bachelor of Science in physics from National Taiwan University. | ||||||
Relevant Skills | | | Relevant Skills | ||||||
• Industry | | | • Industry | ||||||
• Innovation | | | • Global | ||||||
• Leadership | | | • Leadership |
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![]() | | | CHENMING C. HU Age: 76 ACM Board Service • Tenure: 7 years (2017) • Nominating and Governance Committee (Chair) INDEPENDENT | | | ![]() | | | TRACY LIU Age: 59 ACM Board Service • Tenure: 8 years (2016) • Committees: ○ Audit (Chair) ○ Compensation ○ Nominating and Governance INDEPENDENT |
Professional Experience | | | Professional Experience | ||||||
• Served as one of our directors since January 2017. • Served as a member of our board of advisors since May 2016. • Professor in electrical engineering and computer sciences at the University of California, Berkeley since 1976. • Taiwan Semiconductor Manufacturing Company Distinguished Chair Professor Emeritus and Professor of the Graduate School at the University of California, Berkeley since 2010. • Developed FinFet, a fin-shaped field-effect transistor in 1999. • Served as the Chief Technology Officer of Taiwan Semiconductor Manufacturing Company Ltd. from 2001 to 2007. • Member of the U.S. National Academy of Engineering and the Chinese Academy of Sciences, and Taiwan’s Academia Sinica. • Received a Master of Science degree and Ph.D. from the University of California, Berkeley and a Bachelor of Science degree from National Taiwan University, all in electrical engineering. | | | • Served as one of our directors since September 2016. • Managing Partner of H&M Int’l CPAs, LLP since January 2017. • Founder and owner of H&M Financial Consulting from 2006 to 2016, where she provided international accounting and tax solutions to high-technology companies. • Received a Bachelor of Science from Nankai University and a Master of Accounting and Tax from Golden Gate University. • Certified Public Accountant and a member of the American Institute of Certified Public Accountants. | ||||||
Relevant Skills | | | Relevant Skills | ||||||
• Innovation | | | • Finance | ||||||
• Industry | | | • Leadership | ||||||
• Education | | | • Global | ||||||
Other Public Board Service | | | |||||||
• Ambarella, Inc. 2010-present | | |
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![]() | | | XIAO XING Age: 48 ACM Board Service • Tenure: 1 year (2023) • Audit Committee INDEPENDENT | | | | ||||||
Professional Experience | | | | | | |||||||
• Vice President of Shanghai Pudong Haiwang Private Fund Management Co. Ltd since September 2021. • General Manager of various Investment Departments of Shanghai Pudong SPINNOTEC Group Co., Ltd from 2018-2021. • Deputy General Manager of Zhangjiang Torch Entrepreneurship Park Investment Development Co., Ltd. Of Shanghai from 2012-2018. • Received a Bachelor of Science degree and a Master of Business Administration degree from Zhejiang University. | | | | |||||||||
Relevant Skills | | | | |||||||||
• Finance | | | | |||||||||
• Leadership | | | | |||||||||
• Global | |
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• | each person known to us to be the beneficial owner of more than five percent of the then-outstanding Class A common stock (on an as-converted basis) or the then-outstanding Class B common stock; |
• | each of the directors (who include each of the director nominees) and each of the NEOs; and |
• | all of our directors (who include all of the director nominees) and executive officers as a group. |
| | | Class A(1) | | | Class B | | | % of Total Voting Power(2) | | |||||||
| Beneficial Owner | | | Shares | | | % | | | Shares | | | % | | |||
| 5% Stockholders | | | | | | | | | | | | |||||
| Yiheng Capital Partners, L.P.(3) | | | 5,363,129 | | | 9.4% | | | — | | | — | | | 3.4% | |
| The Vanguard Group(4) | | | 4,057,397 | | | 7.1 | | | — | | | — | | | 2.6 | |
| Blackrock, Inc.(5) | | | 3,725,525 | | | 6.5 | | | — | | | — | | | 2.4 | |
| Shanghai Science and Technology Venture Capital Co., Ltd.(6) | | | 3,438,510 | | | 6.0 | | | — | | | — | | | 2.2 | |
| Pudong Science and Technology (Cayman) Co., Ltd.(7) | | | 3,358,728 | | | 5.9 | | | — | | | — | | | 2.1 | |
| Named Executive Officers and Directors | | | | | | | | | | | | |||||
| David H. Wang(8) | | | 7,972,065 | | | 14.0 | | | 4,166,808 | | | 83.0 | | | 58.0 | |
| Haiping Dun(9) | | | 1,438,091 | | | 2.5 | | | 300,000 | | | 6.0 | | | 4.7 | |
| Jian Wang(10) | | | 628,161 | | | 1.1 | | | 150,003 | | | 3.0 | | | 2.3 | |
| Chenming Hu(11) | | | 326,310 | | | * | | | — | | | — | | | * | |
| Tracy Liu(12) | | | 283,272 | | | * | | | — | | | — | | | * | |
| Fuping Chen(13) | | | 204,165 | | | * | | | — | | | — | | | * | |
| Lisa Feng(14) | | | 192,501 | | | * | | | — | | | — | | | — | |
| Mark McKechnie(15) | | | 159,499 | | | * | | | — | | | — | | | — | |
| Xiao Xing(16) | | | 3,438,510 | | | 6.0 | | | — | | | — | | | 2.2 | |
| All executive officers and directors as a group (10 persons)(17) | | | 14,752,576 | | | 25.9% | | | 4,616,811 | | | 91.9% | | | 68.0% | |
* | Less than 1%. |
(1) | Includes the number of shares of Class A common stock issuable upon conversion of shares of Class B common stock, which are convertible at any time into shares of Class A common stock. |
(2) | Percentage of total voting power represents voting power with respect to all shares of Class A and Class B common stock, voting as a single class. Holders are entitled to one vote per share of Class A common stock and twenty votes per share of Class B common stock. |
(3) | Based on a Schedule 13G/A filed with the SEC on February 14, 2024 by Yiheng Capital Management, L.P., Yiheng Capital Partners, L.P. has shared voting power over 5,363,129 shares of Class A common stock and shared dispositive power over 5,363,129 shares of Class A common stock. The mailing address of Yiheng Capital Partners, L.P. is 101 California Street, Suite 2880, San Francisco, California 94111. Yiheng Capital Management, L.P. is the investment manager of Yiheng Capital Partners, L.P., and Yuanshan Guo is the managing member of Yiheng Capital Management, L.P. of Yiheng Capital Management, L.P., and each of the foregoing may be deemed to have voting and dispositive power over the shares of Class A common stock held by Yiheng Capital Partners, L.P. |
(4) | Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, The Vanguard Group has shared voting power over 46,416 shares of Class A common stock, shared dispositive power over 86,604 shares of Class A common stock and sole dispositive power over 3,970,793 shares of Class A common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
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(5) | Based on a Schedule 13G filed with the SEC on January 26, 2024 by BlackRock, Inc., BlackRock, Inc. has sole voting power over 3,641,834 shares of Class A common stock and sole dispositive power over 3,725,525 shares of Class A common stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. |
(6) | The address of Shanghai Science and Technology Venture Capital Co., Ltd, or SSTVC, is Floor 39, #669 Xin Zha Road, Jing An District, Shanghai, PRC. |
(7) | Pudong Science and Technology (Cayman) Co., Ltd., or PST, is a wholly owned subsidiary of Shanghai Pudong High-Tech Investment Co., Ltd. Long Ji is the Corporate Representative of Pudong High-Tech Investment Co., Ltd. and may be deemed to beneficially own the shares held by PST. The address of PST, its parent and Mr. Ji is No. 439, 13 Building, Chunxiao Road, Zhangjiang Hi-tech Park, Pudong District, Shanghai. |
(8) | Includes (a) 620,001 shares of Class A common stock held by Dr. Wang and Jing Chen, as Trustees for the Wang-Chen Family Living Trust; (b) 180,000 shares of Class A common stock held by Dr. Wang and Jing Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; (c) 100,002 shares held by Dr. Wang’s wife, Jing Chen; (d) 45,837 shares of Class A common stock held by Dr. Wang’s daughter, Sophia Wang; (e) 4,166,808 shares of Class A common stock issuable upon conversion of Class B common stock, of which shares of Class B common stock a total of 352,002 are held by Dr. Wang’s son, Brian Wang, 352,002 are held by Dr. Wang’s daughter, Sophia Wang, and 22,002 are held by Dr. Wang and Jing Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; and (d) 2,355,399 shares of Class A common stock issuable upon the exercise of options exercisable by June 15, 2024. |
(9) | Includes (a) 283,001 shares of Class A common stock issuable under options exercisable by June 15, 2024 and (b)300,000 shares of Class A common stock issuable upon conversion of Class B common stock. |
(10) | Includes (a) 225,000 shares of Class A common stock issuable under options exercisable by June 15, 2024 and (b) 150,003 shares of Class A common stock issuable upon conversion of Class B common stock. |
(11) | Includes 63,000 shares of Class A common stock issuable under options exercisable by June 15, 2024. |
(12) | Includes 172,500 shares of Class A common stock issuable under options exercisable by June 15, 2024. |
(13) | Includes 204,165 shares of Class A common stock issuable under options exercisable by June 15, 2024. |
(14) | Includes 142,500 shares of Class A common stock exercisable under options by June 15, 2024. |
(15) | Includes 158,599 shares of Class A common stock exercisable under options by June 15, 2024. |
(16) | Consists of shares owned by SSTVC (see note (6) above). Ms. Xing is an employee of an affiliate of SSTVC. Ms. Xing disclaims beneficial ownership of the shares beneficially owned by SSTVC except to the extent of her pecuniary interest therein. |
(17) | Includes (a) 3,604,164 shares of Class A common stock issuable under options exercisable by June 15, 2024, (b) 4,616,811 shares of Class A common stock issuable upon conversion of Class B common stock and (c) shares held jointly, indirectly and/or in trust. |
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| Name | | | Age | | | Positions and Business Experience | | | Year First Elected Officer | |
| David H. Wang | | | 62 | | | Please see “Proposal 1. Election of Directors—Information Concerning Nominees for Election as Directors.” | | | 1998 | |
| Mark McKechnie | | | 57 | | | Chief Financial Officer, Treasurer and Secretary of ACM Research, Inc. (November 2019-present); Vice President of Finance of ACM Research, Inc. (July 2018-November 2019); Vice President of Investor Relations and Strategic Initiatives of Silver Spring Networks, a provider of smart grid products (November 2014-January 2018); Managing Director of Technology Equity Research of Evercore Partners, a global investment banking firm (2012-2014); received a Bachelor of Science in Electrical Engineering degree from Purdue University and a Master of Business Administration degree from The Kellogg School of Management at Northwestern University. | | | 2019 | |
| Jian Wang | | | 59 | | | Chief Executive Officer and President of ACM Research (Shanghai), Inc. (November 2019-present); Vice President, Research and Development of ACM Research (Shanghai), Inc. (January 2015-November 2019); Director of Research and Development of ACM Research (Shanghai), Inc. (2011-January 2015), focusing on the research and development of stress-free polishing and electro-chemical-copper-planarization technologies; received a Master of Science degree in computer science from Northwestern Polytechnic University, a Master of Science degree in marine engineering from Kobe University and a Bachelor of Science degree in mechanical engineering from Southeast University. | | | 2015 | |
| Lisa Feng | | | 65 | | | Chief Financial Officer of ACM Research (Shanghai), Inc. (November 2019-present); Chief Accounting Officer, Interim Chief Financial Officer and Treasurer of ACM Research, Inc. (January 2018- November 2019); Financial Controller of Amlogic, a fabless semiconductor company (October 2017-January 2018); Corporate Controller of Amlogic, Inc. (August 2008-September 2017); received a Bachelor of Science degree in Business/Economics from Southern Connecticut State University and a Master of Science degree in Accounting from Golden Gate University. | | | 2019 | |
| Sotheara Cheav | | | 72 | | | Senior Vice President, Manufacturing of ACM Research (Shanghai), Inc. (May 2019-present); Vice President, Manufacturing of ACM Research (Shanghai), Inc. (January 2015-May 2019); Director of Manufacturing of ACM Research (Shanghai), Inc. (2011-December 2014); received a Bachelor of Science degree in Science and Technology from the University of Cambodia and an Associate of Science degree in Electronics from Bay Valley Technical Institute. | | | 2015 | |
| Fuping Chen | | | 42 | | | Vice President, Sales—China of ACM Research (Shanghai), Inc. (January 2018-present); Senior Technical Director of ACM Research, Inc. (2010-2017); Assistant Wet Process Manager of SK Hynix Inc., a semiconductor company (2006-2010); received a Bachelor of Science degree from Nanjing University of Technology of Material Science and Engineering and a Master of Science degree from Zhejiang University of Material Science and Engineering. | | | 2018 | |
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| Named Executive Officer | | | Position(s) | |
| David H. Wang | | | Chief Executive Officer and President | |
| Mark McKechnie | | | Chief Financial Officer, Treasurer and Secretary | |
| Jian Wang | | | Chief Executive Officer and President, ACM Research (Shanghai), Inc. | |
| Lisa Feng | | | Chief Financial Officer, ACM Research (Shanghai), Inc. | |
| Fuping Chen | | | Vice President, Sales—China, ACM Research (Shanghai), Inc. | |
• | reinforce our Pay for Performance philosophy by having a portion of NEO compensation “at risk” with the use of multi-year equity award vesting periods tied to performance |
• | ongoing engagement with our institutional stockholders regarding our compensation policies and practice; |
• | clawback policy; |
• | annual compensation risk assessment; |
• | independent compensation consultant engaged by the compensation committee; |
• | 100% independent directors on the compensation committee; and |
• | prohibit hedging, pledging, and short sales. |
• | no retirement vesting of equity awards; |
• | no agreements stipulating or guaranteeing bonuses for any of our NEOs |
• | no pension or related benefits, except as required by law in jurisdictions outside of the United States; |
• | no significant perquisites; |
• | no tax gross ups for golden parachute taxes; |
• | no strict benchmarking of compensation to a specific percentile of our compensation peer group; |
• | no incentivizing unnecessary or excessive risk taking; and |
• | no dividend payments on unvested awards. |
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• | periodically reviewing NEO compensation to assess its efficacy and to determine whether the nature and terms such compensation is proper in furthering ACM’s strategic plans and objectives; |
• | administering our NEO cash incentive compensation plans and equity-based plans, including the designation of NEOs to whom awards are to be granted, the type and amount of award to be granted, and the terms and conditions applicable to each award; |
• | reviewing and approving the policies and procedures for the grant of NEO equity-based awards by our company and ACM Shanghai, including grant-timing practices; |
• | annually reviewing with the Lead Director the corporate and individual goals relevant to the chief executive officer’s performance, the performance of the chief executive officer for the prior year, and approving the chief executive officer’s compensation based on the results of the evaluation performed by the compensation committee; |
• | annually reviewing with the Lead Director and recommendations of our chief executive officer, the performance of our other NEOs in light of our NEO compensation goals and objectives and approving the compensation packages and compensation payouts for such individuals; and |
• | assisting in the risk assessment of our compensation programs. |
• | feedback from our stockholders; |
• | the performance and experience of each executive officer; |
• | the scope and strategic impact of the executive officer’s responsibilities; |
• | our past business performance and future expectations; |
• | our long-term goals and strategies; |
• | the performance of our executive team as a whole; |
• | the difficulty and cost of replacing high-performing leaders with in-demand skills; |
• | the past compensation levels of each individual; |
• | the relative compensation among our executive officers; |
• | an analysis of the competitiveness of our compensation relative to companies in the jurisdictions in which we operate. |
• | an analysis of the competitiveness of our compensation relative to our compensation peer group; and |
• | recommendations of our CEO. |
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| Alpha and Omega Semiconductor Limited (AOSL) | | | Impinj, Inc. (PI) | |
| Axcelis Technologies, Inc. (ACLS) | | | Kulicke and Soffa Industries, Inc. (KLIC) | |
| AXT, Inc. (AXTI) | | | Photronics, Inc. (PLAB) | |
| Cohu, Inc. (COHU) | | | Pixelworks, Inc. (PXLW) | |
| Everspin Technologies, Inc. (MRAM) | | | Rambus Inc. (RMBS) | |
| Ichor Holdings, Ltd. (ICHR) | | | Ultra Clean Holdings, Inc. (UCTT) | |
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| Alpha and Omega Semiconductor Limited (AOSL) | | | Mangnachip Semiconductor Corporation (MX) | |
| AXT, Inc. (AXTI) | | | PDF Solutions, Inc. (PDSF) | |
| Cohu, Inc. (COHU) | | | Photronics, Inc. (PLAB) | |
| FormFactor, Inc. (FORM) | | | Semtech Corporation (SMTC) | |
| Ichor Holdings, Ltd. (ICHR) | | | SkyWater Technology, Inc. (SKYT) | |
| Indie Semiconductor, Inc. (INDI) | | | Ultra Clean Holdings, Inc. (UCTT) | |
| Kulicke and Soffa Industries, Inc. (KLIC) | | | Veeco Instruments Inc. (VECO) | |
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| Pay Element | | | Payment Vehicle | | | Purpose/Design | |
| Base Salary | | | Fixed cash payment | | | Attracts, retains and rewards NEOs, and provides NEOs with fixed compensation based on their performance and contributions | |
| Bonus | | | Variable cash bonus | | | We do not have an established bonus policy for our NEOs; the compensation committee may decide, in its sole discretion, to reward NEOs with annual cash bonuses based on individual NEO performance, our business performance generally and, in certain circumstances, achievement of specific business objectives | |
| Long-Term Equity Awards | | | Stock options | | | Directly ties individual performance to long-term appreciation of our common stock price, rewards NEOs for strong company performance, and aligns the interests of NEOs with those of our stockholders | |
![](https://www.sec.gov/Archives/edgar/data/0001680062/000114036124022553/ny20018109x1_ceo.jpg)
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![](https://www.sec.gov/Archives/edgar/data/0001680062/000114036124022553/ny20018109x1_neo.jpg)
| Named Executive Officer | | | Annual Base Salary 2022 | | | Annual Base Salary 2023 | | | Percent Increase (Decrease) | |
| David H. Wang | | | $223,918 | | | $256,212 | | | 14% | |
| Mark McKechnie | | | 267,000 | | | 273,675 | | | 3 | |
| Jian Wang | | | 180,967 | | | 203,317 | | | 12 | |
| Lisa Feng | | | 174,755 | | | 196,532 | | | 12 | |
| Fuping Chen | | | $135,282 | | | $157,845 | | | 17% | |
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| Named Executive Officer | | | 2023 Cash Bonus | | | 2022 Cash Bonus | |
| David H. Wang | | | $205,755 | | | $167,294 | |
| Mark McKechnie | | | 37,500 | | | 100,000 | |
| Jian Wang | | | 170,280 | | | 62,454 | |
| Lisa Feng | | | 93,654 | | | 61,562 | |
| Fuping Chen | | | $170,280 | | | $98,142 | |
| Named Executive Officer | | | ACM Research Options Granted (#) | | | ACM Research Grant Date Fair Value ($) | | | ACM Research (Shanghai) Options Granted (#) | | | ACM Research (Shanghai) Grant Date Fair Value ($) | |
| David H. Wang | | | 1,080,000 | | | $11,209,860 | | | 1,250,000 | | | $11,857,884 | |
| Mark McKechnie | | | 300,000 | | | 3,113,850, | | | — | | | — | |
| Jian Wang | | | — | | | — | | | 930,000 | | | 8,822,265 | |
| Lisa Feng | | | 100,000 | | | 1,037,950 | | | 310,000 | | | 2,940,755 | |
| Fuping Chen | | | — | | | $— | | | 720,000 | | | $6,830,141 | |
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| Name | | | Total Options Granted | | | Amount Vested | | | Amount Forfeited | | | % of Options Vested Based on Performance | |
| Mark McKechnie | | | 60,000 | | | 22,500 | | | 37,500 | | | 37.5% | |
| Jian Wang | | | 75,000 | | | 15,000 | | | 60,000 | | | 20 | |
| Lisa Feng | | | 30,000 | | | 22,500 | | | 7,500 | | | 75 | |
| Fuping Chen | | | 30,000 | | | 3,000 | | | 27,000 | | | 10% | |
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38 |
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| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($)(1) | | | Options Awards ($)(1)(2) | | | All Other Compensation ($)(1)(3) | | | Total ($) | |
| David H. Wang Chief Executive Officer and President | | | 2023 | | | $256,212 | | | $205,755 | | | $23,067,744 | | | $4,264 | | | $23,533,975 | |
| 2022 | | | 233,918 | | | 167,294 | | | — | | | 3,770 | | | 404,982 | | |||
| 2021 | | | 183,105 | | | 212,188 | | | — | | | 3,583 | | | 398,876 | | |||
| Mark McKechnie Chief Financial Officer, Treasurer and Secretary | | | 2023 | | | 273,675 | | | 37,500 | | | 3,113,850 | | | — | | | 3,425,025 | |
| 2022 | | | 267,000 | | | 100,000 | | | 1,740,752 | | | — | | | 2,107,752 | | |||
| 2021 | | | 242,703 | | | 50,000 | | | — | | | — | | | 292,703 | | |||
| Jian Wang Chief Executive Officer and President, ACM Research (Shanghai), Inc. | | | 2023 | | | 203,317 | | | 170,280 | | | 8,822,265 | | | 3,674 | | | 9,199,536 | |
| 2022 | | | 180,967 | | | 62,454 | | | 903,915 | | | 3,770 | | | 1,151,106 | | |||
| 2021 | | | 120,094 | | | 108,500 | | | — | | | 3,583 | | | 232,177 | | |||
| Lisa Feng Chief Financial Officer ACM Research (Shanghai), Inc. | | | 2023 | | | 196,532 | | | 93,654 | | | 3,978,705 | | | 4,264 | | | 4,273,155 | |
| 2022 | | | 174,755 | | | 61,562 | | | 361,556 | | | 4,288 | | | 602,161 | | |||
| 2021 | | | 157,123 | | | 64,170 | | | — | | | 4,159 | | | 225,452 | | |||
| Fuping Chen Vice President, Sales—China ACM Research (Shanghai), Inc. | | | 2023 | | | 157,845 | | | 170,280 | | | 6,830,141 | | | — | | | 7,153,266 | |
| 2022 | | | 135,282 | | | 98,142 | | | 361,556 | | | 205 | | | 595,185 | | |||
| 2021 | | | $108,842 | | | $103,850 | | | $— | | | $214 | | | $212,906 | |
(1) | Compensation amounts paid in RMB have been converted, for purposes of the table, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years. |
(2) | Amounts shown represent the aggregate grant date fair value of option awards granted in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation excluding estimated forfeitures. The estimated fair value of option awards is calculated based on a Black-Scholes valuation model on the grant date. Amounts include option awards exercisable for Class A common stock and common stock of ACM Shanghai, as applicable. See the “Grants of Plan-Based Awards” table below for additional details. These amounts do not necessarily correspond to the actual amounts that may be earned by the NEOs. The amount included for grants associated with ACM Shanghai shares were approximately $11.9 million for David H. Wang, $8.1 million for Jian Wang, $2.9 million for Lisa Feng, and $6.8 million for Fuping Chen. For assumptions for both ACM Research and ACM Shanghai options made in valuing these awards, see note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.Option awards subject to performance-based vesting conditions vest based on a single estimated payout, and do not provide for a payout based on a highest level of performance. |
(3) | The amounts shown include (a) health insurance premiums with respect to 2021, 2022 and 2023, and (b) housing subsidies with respect to 2021. |
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• | base salary; |
• | discretionary annual cash bonuses; |
• | long-term incentive compensation in the form of stock options; and |
• | benefits consisting principally of housing subsidies. |
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| Name | | | Grant Date | | | Approval Date | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) (3) | | | Grant Date Closing Stock Price (4) | | | Grant Date Fair Value of Stock Option Awards(5) | |
| David H. Wang(1)(2) | | | 8/3/2023 | | | 7/27/2023 | | | 1,080,000 | | | $13.89 | | | $13.89 | | | $11,209,860 | |
| 8/3/2023 | | | | | 1,250,000 | | | 7.06 | | | 14.87 | | | 11,857,844 | | ||||
| Mark McKechnie(1) | | | 8/10/2023 | | | 7/27/2023 | | | 300,000 | | | 13.89 | | | 13.89 | | | 3,113,850 | |
| Jian Wang(2) | | | 8/3/2023 | | | | | 930,000 | | | 7.06 | | | 14.87 | | | 8,822,265 | | |
| Lisa Feng (1)(2) | | | 8/10/2023 | | | 7/27/2023 | | | 100,000 | | | 13.89 | | | 13.89 | | | 1,037,950 | |
| 8/3/2023 | | | | | 310,000 | | | 7.06 | | | 14.87 | | | 2,940,755 | | ||||
| Fuping Chen(2) | | | 8/3/2023 | | | 7/27/2023 | | | 720,000 | | | $7.06 | | | $14.87 | | | $6,830,141 | |
(1) | Represents the number of shares subject to the option awards for Class A common stock. The option awards generally vest over 4 years, with 25% vesting on the first anniversary of the grant date followed by equal monthly installments thereafter, generally subject to continued service to us. |
(2) | Represents the number of shares subject to the option awards for ACM Shanghai stock. The option awards generally vest over 4 years, with 25% vesting on each of the four anniversaries of the grant date. |
(3) | The exercise price of each option of shares in ACM Research equals the grant date closing stock price, as reported on the NASDAQ stock exchange. |
(4) | The exercise price of each option of shares in ACM Shanghai reflects the exercise price of $7.06 (RMB 49.78) as set at the time of the grant, converted to U.S. dollars at the RMB per U.S. dollar exchange rate on December 29,2023, and represents a discount to the grant date closing stock price of $14.87 (RMB 105.27), as reported on Shanghai Stock Exchange. |
(5) | This column represents the full grant date fair value of stock options under ASC 718 granted to each of the NEOs in the fiscal year ended December 31, 2023. Generally, the full grant date fair market value is the amount that we will expense in our financial statements over the award’s vesting period. Fair market value was calculated using the Black-Scholes value on the grant date. See the information appearing in Note 2 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2023 for certain assumptions made in the valuation of these awards for Class A common stock and ACM Shanghai stock. Fair value amounts for options granted in RMB have been converted, for purposes of the table, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the full year 2023. |
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| Name | | | | | Option Awards | | |||||||||||||
| | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | | Option Exercise Price($) | | | Option Expiration Date | | ||||
| David H. Wang | | | (1)(3) | | | 840,000 | | | — | | | — | | | 0.50 | | | 4/30/2025 | |
| (1)(3) | | | 1,000,002 | | | — | | | — | | | 1.00 | | | 12/27/2026 | | |||
| (1)(3) | | | 150,000 | | | — | | | | | 5.60 | | | 4/22/2029 | | ||||
| (1)(4) | | | 545,397 | | | — | | | 1,090,800 | | | 7.36 | | | 3/19/2030 | | |||
| (1)(5) | | | — | | | 1,080,000 | | | | | 13.89 | | | 8/9/2033 | | ||||
| (2)(6) | | | — | | | — | | | 269,231 | | | 1.89 | | | 12/31/2024 | | |||
| (2)(7) | | | — | | | 1,250,000 | | | | | 7.06 | | | 8/2/2028 | | ||||
| Mark McKechnie | | | (1)(3) | | | 14,016 | | | — | | | — | | | 4.62 | | | 07/31/2028 | |
| (1)(3) | | | 67,500 | | | — | | | — | | | 5.60 | | | 04/22/2029 | | |||
| (1)(3) | | | 18,750 | | | — | | | — | | | 4.55 | | | 11/03/2029 | | |||
| (1)(3)(8) | | | 22,500 | | | — | | | — | | | 25.45 | | | 03/03/2032 | | |||
| (1)(9) | | | 33,333 | | | 66,667 | | | — | | | 19.49 | | | 08/11/2032 | | |||
| (1)(5) | | | — | | | 300,000 | | | | | 13.89 | | | 08/09/2033 | | ||||
| Jian Wang | | | (1)(3) | | | 120,000 | | | — | | | — | | | 4.62 | | | 7/31/2028 | |
| (1)(3) | | | 90,000 | | | — | | | — | | | 5.60 | | | 4/22/2029 | | |||
| (1)(3)(8) | | | 15,000 | | | — | | | — | | | 25.45 | | | 3/3/2032 | | |||
| (2)(6) | | | — | | | — | | | 149,231 | | | 1.89 | | | 12/31/2024 | | |||
| (2)(7) | | | — | | | 930,000 | | | | | 7.06 | | | 8/2/2028 | | ||||
| Lisa Feng | | | (1)(3) | | | 67,500 | | | — | | | — | | | 5.60 | | | 04/22/2029 | |
| (1)(3) | | | 30,000 | | | — | | | — | | | 4.55 | | | 11/03/2029 | | |||
| (1)(10) | | | 27,498 | | | 2,502 | | | — | | | 12.75 | | | 04/27/2030 | | |||
| (1)(3)(8) | | | 22,500 | | | — | | | — | | | 25.45 | | | 03/03/2032 | | |||
| (1)(5) | | | — | | | 100,000 | | | | | 13.89 | | | 08/09/2033 | | ||||
| (2)(6) | | | — | | | | | 130,000 | | | 1.89 | | | 12/31/2024 | | ||||
| (2)(7) | | | — | | | 310,000 | | | | | 7.06 | | | 08/02/2028 | | ||||
| Fuping Chen | | | (1)(3) | | | 141,165 | | | — | | | — | | | 1.77 | | | 1/24/2028 | |
| (1)(3) | | | 30,000 | | | — | | | — | | | 5.33 | | | 8/3/2029 | | |||
| (1)(11) | | | 30,000 | | | — | | | 30,000 | | | 28.42 | | | 7/27/2030 | | |||
| (1)(3)(8) | | | 3,000 | | | — | | | — | | | 25.45 | | | 3/3/2032 | | |||
| (2)(6) | | | — | | | — | | | 130,000 | | | 1.89 | | | 12/31/2024 | | |||
| (2)(7) | | | — | | | 720,000 | | | — | | | 7.06 | | | 8/2/2028 | |
(1) | Option covers Class A common stock. |
(2) | Option covers shares of ACM Shanghai, Inc. Disclosure assumes threshold achievement. One-half of the option vests on January 1, 2023, generally subject to continued service and key financial metrics. The remaining half of the option vests on January 1, 2024, generally subject to continued service and key financial metrics. In each case, vesting is also contingent on the applicable NEO’s performance rating for the year prior to the applicable time-based vesting date, such that 100% of the option that would otherwise vest pursuant to the foregoing two sentences will vest if such performance rating is “excellent” or “good,” 80% if such performance rating is “medium,” 60% if such performance rating is “pass,” and 0% if such performance rating is below “pass.” All such options accelerate vesting upon a defined change in control of ACM. |
(3) | Option is fully vested. |
(4) | Option was granted on March 20, 2020. An initial 545,397 shares vested and became exercisable on August 5, 2020, which was the first trading day as of which the Issuer’s market capitalization equaled or exceeded $1,553,383,586. The remaining shares will vest and become exercise in two equal installments upon the first trading days, if any, on which the Issuer’s market capitalization equals or exceeds $2,553,383,586 and $3,553,383,586, respectively. |
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(5) | Option was granted on August 10,2023 One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM. |
(6) | Option was granted on January 1, 2020. Performance-based option award pursuant to which one-half of the shares vested and becomes exercisable on January 1, 2023, the third anniversary of the grant date. The second half of the shares vests and becomes exercisable on January 1, 2024, the fourth anniversary of the grant date, if ACM Shanghai’s operating income is not less than RMB1.2 billion for the year ending December 31, 2023. |
(7) | Option was granted on August 3,2023 One quarter of the option shall vest and become exercisable on the each of the first four anniversaries of the grant date, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research (Shanghai), Inc. |
(8) | Performance-based option was granted on March 4, 2022, and subject to vesting contingent on the achievement of performance goals for the performance period ending December 31, 2023, as determined by the compensation committee. See Compensation Discussion and Analysis above for additional details regarding these awards. |
(9) | Option was granted on August 12,2022. One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM. |
(10) | Option was granted on April 28, 2020. One quarter of the option shall vest and become exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM. |
(11) | Option was granted on July 28, 2020. Performance-based option award pursuant to which one-half of the shares subject to the award vested and became exercisable upon our receipt of our first demo tool order from a specified semiconductor company and the other half vests and becomes exercisable upon the qualification of our first demo tool for such semiconductor company. |
| | | Option Awards | | ||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | |
| David Wang | | | 360,000 | | | $6,238,800 | |
| Mark McKechnie | | | 41,250 | | | 591,000 | |
| Lisa Feng | | | 52,500 | | | 400,950 | |
| Fuping Chen | | | 105,000 | | | $1,605,997 | |
(1) | The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on each exercise date, minus the aggregate exercise price. |
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○ | Any person becomes the owner of securities in the Company representing more than fifty percent of the combined voting power of the Company, other than as a result of a merger, consolidation or similar transaction; |
○ | Consummation of a merger, consolidation or similar transaction of the Company and after such transaction the stockholders of the Company no longer own 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity, in substantially the same proportions as their ownership prior to such transaction; |
○ | A sale, lease, exclusive license or other disposition of all or substantially of the assets of the Company and the subsidiary; and |
○ | The incumbent board ceases to constitute, for any reason, at least a majority of the members of the board. |
| Name | | | Vesting upon Change in Control($) | |
| David H. Wang | | | $6,102,000 | |
| Mark McKechnie | | | 1,698,333 | |
| Jian Wang | | | 11,606,400 | |
| Lisa Feng | | | 581,989 | |
| Fuping Chen | | | $3,868,800 | |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1) (c) | |
| Equity compensation plans approved by stockholders | | | 9,812,644(2) | | | $9.74 | | | 5,433,738 | |
| Equity compensation plans not approved by stockholders(3) | | | 1,356,788 | | | 0.50 | | | — | |
| Totals | | | 11,169,432 | | | $8.62 | | | 5,433,738 | |
(1) | Consists of shares of Class A common stock available as of December 31, 2023 for awards under our 2016 Omnibus Incentive Plan. Excludes securities reflected in column (a). Under the terms of the 2016 Omnibus Incentive Plan, 5,433,738 shares became available for grant effective as of January 1, 2024. |
(2) | Consists of 9,812,644 shares issuable under awards under our 2016 Omnibus Incentive Plan and 1,356,788 shares issuable under awards under our 1998 Stock Option Plan. No further awards may be made under the 1998 Stock Option Plan. |
(3) | Consists of non-qualified stock option agreements with $0.50 exercise price and ten-year expiration terms granted outside of any equity incentive plan including 1,044,003 and 312,785 vested shares issuable under awards granted on May 1, 2015, and September 8, 2015, respectively. |
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• | The annual total compensation of our median compensated employee (other than our CEO) in 2023 was $28,881. |
• | For our CEO’s annual total compensation, we used the amount reported in the “Total” column of the table included under “—Summary Compensation Table” above. The annual total compensation of our CEO, for the purposes of this disclosure, was $23,533,975. |
1. | We determined that, as of December 31, 2023, our employee population consisted of 1,579 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the determination date. |
2. | To identify the “median employee” from our employee population, we aggregated for each applicable employee, other than our CEO, (a) annual base salary (or hourly rate multiplied by estimated work schedule, for hourly employees), (b) the bonus amount earned for 2022, which was paid in 2023, and (c) the grant date fair value of equity awards granted in 2023. Once aggregated, we ranked this compensation measure for our employees from lowest to highest and selected the median employee. Compensation amounts paid in RMB have been converted, for purposes of this pay ratio disclosure, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years. |
3. | For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the SEC, resulting in annual total compensation of $28,881. |
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| Year | | | Summary Compensation Table Total for PEO1 | | | Compensation Actually Paid to PEO2 | | | Average Summary Compensation Table Total for Non-PEO NEOs3 | | | Average Compensation Actually Paid to Non-PEO NEOs4 | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (millions)7 | | | Revenue (millions)8 | | |||
| Total Stockholder Return5 | | | Peer Group Total Stockholder Return6 | | |||||||||||||||||||||
| 2023 | | | $ | | | $ | | | $ | | | $ | | | | | | | $ | | | $ | | ||
| 2022 | | | | | | ( | | | | | | ( | | | | | | | | | | ||||
| 2021 | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | $ | | | $ | | | $ | | | $ | | | | | | | $ | | | $ | |
1 | This column represents the amount of total compensation reported for |
2 | This column represents the amount of “compensation actually paid” to Mr. Wang, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wang during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Wang’s total compensation for each year to determine the “compensation actually paid”: |
| Year | | | Reported Summary Compensation Table Total for PEO(a) | | | Reported Summary Compensation Table Value of PEO Equity Awards(b) | | | Adjusted Value of Equity Awards(c) | | | Compensation Actually Paid to PEO | |
| 2023 | | | $ | | | $( | | | $ | | | $ | |
(a) | This column represents the amount of total compensation reported for Mr. Wang for 2023 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |
(b) | This column represents the grant date fair value of equity awards reported in the “Option Awards” column in the Summary Compensation Table for 2023. Please refer to the Summary Compensation Table in this Proxy Statement.The amount in this column is replaced with the amount reported in the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid to PEO for 2023. |
(c) | This column represents an adjustment to the amounts in the “Option Awards” column in the Summary Compensation Table for 2023. For 2023, the adjusted amount replaces the “Option Awards” column in the Summary Compensation Table for Mr. Wang for 2023. The adjusted amount is determined by adding (or subtracting, as applicable) the following for 2023: (i) the year-end fair value of any equity awards granted in 2023 that are outstanding and unvested as of the end of 2023; (ii) the amount of change as of the end of 2023 (from the end of 2022) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2023; (iii) for awards that are granted and vest in 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. |
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| Year | | | Year End Fair Value of Equity Awards Granted in the Year | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | | | Adjusted Value of Equity Awards | |
| 2023 | | | $ | | | $ | | | | | $ | | | | | | | $ | |
3 | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Wang) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Wang) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, 2022, 2021 and 2020, Mark McKechnie, Jian Wang, Lisa Feng, and Fuping Chen. |
4 | This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Wang), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Wang) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Wang) for 2023 to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c): |
| Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | | | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | | | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | | | Average Compensation Actually Paid to Non-PEO NEOs | |
| 2023 | | | $ | | | $( | | | $ | | | $ | |
(a) | This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Wang) in the “Total” column of the Summary Compensation Table in 2023. Please refer to the Summary Compensation Table in this Proxy Statement. |
(b) | This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Wang) in the “Option Awards” column in the Summary Compensation Table in 2023. Please refer to the Summary Compensation Table in this Proxy Statement.The amount in this column is replaced with the amount reported in the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for 2023. |
(c) | This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Wang) in the “Option Awards” column in the Summary Compensation Table in 2023 determined using the same methodology described above in Note 2(c). |
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| Year | | | Average Year End Fair Value of Equity Awards Granted in the Year | | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | | | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year | | | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | | | Adjusted Average Value of Equity Awards | |
| 2023 | | | $ | | | $ | | | | | $ | | | | | | | $ | |
5 | Company total stockholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022 and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
6 | This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: the Russell 1000 index. |
7 | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
8 | We determined |
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• | Ernst & Young’s global capabilities; |
• | Ernst & Young’s technical expertise and knowledge of our global operations and industry; |
• | the quality and candor of Ernst & Young’s communications with the audit committee and management; |
• | the quality and efficiency of the services provided by Ernst & Young, including input from management on Ernst & Young’s performance; |
• | Ernst & Young’s objectivity and professional skepticism; |
• | external data on audit quality and performance, including recent PCAOB reports on Ernst & Young and its peer firms; |
• | Ernst & Young’s use of technology to aid in audit efficiency; |
• | Ernst & Young’s independence, how effectively Ernst & Young demonstrated its independent judgment, and the controls and processes in place that help ensure Ernst & Young’s independence; and |
• | the appropriateness of Ernst & Young’s fees. |
RESOLVED: | That the stockholders ratify the appointment by the audit committee of the board of directors of Ernst & Young as the independent registered public accounting firm of ACM Research, Inc. for the performance of independent audit services for the fiscal year ending December 31, 2024. |
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| | | 2023 | | | 2022 | | |
| Audit Fees(1) | | | $1,254,669 | | | $1,800,038 | |
| Tax fees(2) | | | 64,821 | | | — | |
| Total Fees | | | $1,319,490 | | | $1,800,038 | |
(1) | Includes billing for services performed by Ernst & Young Hua Ming LLP as our Principal Independent Auditor for 2023, and Armanino LLP as our Principal Independent Auditor for 2022, relating to the audit of the annual consolidated financial statements, review of quarterly consolidated financial statements, statutory audits, comfort letters, and consents and review of documentation filed with SEC-registered and other securities offerings. |
(2) | Includes tax advisory services. |
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![]() | | | ACM RESEARCH, INC. 2024 Annual Meeting of Stockholders Rules of Conduct and Procedures | | |
1. | The Company’s bylaws describe requirements for meetings of our stockholders, and the Annual Meeting will be conducted consistent with those requirements. |
2. | The Chair of the Company’s Board of Directors will serve as the chair of the Annual Meeting (the “Chair”) and will have the authority and discretion necessary to preside over the Annual Meeting, including following adjournment of the formal business of the Annual Meeting. In the event of disorder, technical malfunction or any other issue that disrupts the Annual Meeting, the Chair may adjourn, recess or expedite the Annual Meeting or take such other action that he determines is appropriate in light of the circumstances. In the event of any question of conduct or procedures that is not addressed expressly and clearly by these Rules of Conduct and Procedure, the Chair is authorized to address the question in such manner as he determines, in his reasonable judgment, to be in the best interest of conducting a fair and informative Annual Meeting consistent with the purposes of the Annual Meeting. |
3. | The Annual Meeting is a virtual-only meeting. The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. |
4. | Participants may access a live webcast of the Annual Meeting, and stockholders may submit questions and vote their shares, at virtualshareholdermeeting.com/ACMR2024. |
5. | Each stockholder of record as of 5 p.m., Eastern time, on April 16, 2024 may log into the webcast by entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or proxy card received from the Company. If you have voted your shares prior to the start of the Annual Meeting, your vote has been received by the Company’s inspector of elections and there is no need to vote those shares during the Annual Meeting, unless you wish to revoke or change your vote. |
6. | The Meeting will begin at 7:00 a.m., Pacific time, on June 13, 2024. The only business to be conducted at the Annual Meeting will consist of the consideration of, and voting on, the two proposals set forth in the Proxy Statement for the Annual Meeting. These proposals will be considered sequentially at the Annual Meeting, in the order they are enumerated and set forth in the Proxy Statement. |
7. | If a stockholder has a question about the agenda matter that is to be voted on at the Annual Meeting as set forth in the Company’s 2024 Proxy Statement, the question may be submitted in the field provided in the web portal at or before the time the matter is presented for consideration at the Annual Meeting. We will answer questions on the matter set forth in the Company’s 2024 Proxy Statement to be voted on by the stockholders at the Annual Meeting before voting is closed. During this period, the Company will not permit discussions or questions that are not relevant or pertinent to the agenda matter being discussed, as determined by the Chair in his reasonable judgment. |
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8. | Following adjournment of the formal business of the Annual Meeting, the Company’s management will give a presentation about the Company’s business. At the conclusion of this presentation, the Company will address appropriate general questions from stockholders regarding the Company. The following rules will apply to this process: |
a. | To ensure that as many stockholders as possible are able to ask questions, each stockholder will be permitted to submit no more than two questions. Questions must be succinct and cover a single topic. All questions will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues and we may edit profanity or other inappropriate language. |
b. | We will answer questions in the order received, except that: |
i. | Questions from multiple stockholders related to the same topic or that are otherwise related may be grouped and answered together. |
ii. | Any second question from a stockholder will be deferred until such time as all appropriate first questions from stockholders have been addressed. |
iii. | If more questions are presented than time permits to be answered, the list of questions to be considered will be shortened by removing from the list: first, any question determined by the Chair to be substantially duplicative of another question that has been discussed; second, any question presented by a stockholder whose first question has been discussed; and, third, the last submitted questions (ordered by time received). |
c. | The views, questions and constructive comments of all stockholders are valued and welcomed. The purpose of the Annual Meeting must be observed, however, and the Company will not permit questions that: |
i. | are not relevant or pertinent to the business of the Company; |
ii. | are related to material non-public information of the Company; |
iii. | are related to pending or threatened litigation or investigations; |
iv. | are in furtherance of a stockholder’s personal or business interests; |
v. | are repetitious of statements made by another stockholder; |
vi. | are related to personal grievances; |
vii. | include derogatory references to individuals or are otherwise in bad taste; or |
viii. | are out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair in his reasonable judgment. |
9. | If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting by contacting Investor Relations at [email protected]. |
10. | Recording of the Annual Meeting is prohibited without the prior written permission of the Company. A webcast playback of the Annual Meeting will be available at https://ir.acmrcsh.com/presentations within approximately 24 hours after the completion of the Annual Meeting and will remain publicly available until our next annual meeting of stockholders in 2025. The webcast playback will include each stockholder question addressed during the Annual Meeting. |
11. | A violation of any of the above conduct requirements will be cause for dismissal from the Annual Meeting. |
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