UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to

Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			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

ACM Research, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):


☒			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.

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NOTICE OF

2025 ANNUAL MEETING

OF STOCKHOLDERS

and

PROXY STATEMENT


2025 Annual Meeting	Inside
June 12, 2025 7 a.m., Pacific time	CEO’s letter to stockholders
	Information on voting proposals:
		Election of four directors
Virtual-only meeting, with webcast access at virtualshareholdermeeting.com/ACMR2025		Ratification of appointment of independent auditor for 2025

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			42307 Osgood Rd, Suite I Fremont, California 94539

April 29, 2025

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of ACM Research, Inc. to be held on June 12, 2025, at 7 a.m., Pacific time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with our prior practice. Each holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 15, 2025, will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ACMR2025 and entering the control number included on the stockholder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.

During the Annual Meeting, stockholders will be asked to elect the entire board of directors and to ratify the appointment of Ernst & Young Hua Ming LLP as our independent auditor for 2025.

We are furnishing proxy materials to our stockholders over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2024 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet.

It is important that you vote your shares of Class A and Class B common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt attention.

The board invites you to participate in the Annual Meeting so that management can listen to your suggestions, answer your questions, and discuss business developments and trends with you. Thank you for your support, and we look forward to joining you at the Annual Meeting.

Sincerely,

David H. Wang

Chief Executive Officer and President

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			NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of ACM Research, Inc.:

The board of directors is soliciting proxies for use at the ACM Research, Inc. 2025 Annual Meeting of Stockholders. You are receiving the enclosed proxy statement because you were a holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 15, 2025 and therefore are entitled to vote at the Annual Meeting.

You may participate in the Annual Meeting, including casting votes and submitting questions, by accessing a live webcast at virtualshareholdermeeting.com/ACMR2025 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to you. Online check-in to the Annual Meeting will begin at 6:45 a.m., Pacific time, and stockholders are encouraged to allow time to log in to the meeting webcast and test their computer audio system. There will be no physical location for the Annual Meeting.

The Annual Meeting will be held to consider and vote upon the following proposals:


Proposal 1.			Election of four directors
Proposal 2.			Ratification of appointment of independent auditor for 2025

In addition, any other business properly presented may be acted upon at the Annual Meeting. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to twenty votes for each proposal.

In accordance with Securities and Exchange Commission rules, we are providing stockholders with access to proxy materials on the Internet, instead of mailing printed copies. We are mailing to stockholders, commencing on or about April 29, 2025, a Notice of Internet Availability of Proxy Materials to provide:

•	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 29, 2025


	When 7 a.m., Pacific time, on June 12, 2025 Where Webcast only, access at: virtualshareholdermeeting.com/ACMR2025


	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 12, 2025: The Notice of 2025 Annual Meeting of Stockholders, the Proxy Statement, the 2024 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 investor.relations@acmr.com 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/ACMR2025.

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			42307 Osgood Rd, Suite I Fremont, California 94539

Proxy Statement dated April 29, 2025

2025 Annual Meeting of Stockholders

ACM Research, Inc., a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2025 Annual Meeting of Stockholders and any adjournments. ACM Research, Inc. is providing these materials to the holders of record of its Class A common stock, $0.0001 par value per share, and Class B common stock, $0.0001 par value per share, as of 5 p.m., Eastern time, on the record date of April 15, 2025 and is first mailing the materials on or about April 29, 2025.


The Annual Meeting is scheduled to be held exclusively by webcast as follows:
Date			Thursday, June 12, 2025
Time			7 a.m., Pacific time
Meeting Webcast Address			virtualshareholdermeeting.com/ACMR2025

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.

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Contents


			Page
2025 Proxy Summary			1
Questions and Answers About the Annual Meeting			5
Vote Required for Election or Approval			10
Corporate Governance			11
Board of Directors Overview			11
Independence of Directors			12
Code of Business Conduct			13
Employee, Officer and Director Hedging			13
Board Oversight of Risk			13
Board Leadership Structure			14
Audit Committee			14
Nominating and Governance Committee			15
Compensation Committee			16
Compensation Committee Interlocks and Insider Participation			16
Certain Relationships and Related-Person Transactions			17
Director Compensation			18
Proposal 1. Election of Directors			20
Director Qualifications			20
Identifying and Evaluating Nominees for Directors			20
Information Concerning Nominees for Election as Directors			21
Beneficial Ownership of Common Stock			23
Delinquent Section 16(a) Reports			24
Executive Officers			25
Compensation Discussion and Analysis			26
Executive Compensation			35
Summary Compensation Table			35
Narrative Explanation of the Summary Compensation Table			36
Grants of Plan-Based Awards			36
Outstanding Equity Awards at December 31, 2024			37
2024 Equity Award Exercises and Stock Vested			38
Equity Compensation Plan Information			39
CEO Pay Ratio			39
Proposal 2. Ratification of Appointment of Independent Auditor for 2025			47
Accounting Matters			48
Principal Independent Auditor Fees			48
Audit Committee Pre-Approval Policies and Procedures			48
Report of the Audit Committee			48
Stockholder Proposals for 2025 Annual Meeting			50
Delivery of Documents to Security Holders Sharing an Address			50
Other Matters			50
Appendix A. Rules of Conduct and Procedure for 2025 Annual Meeting			A-1

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2025 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to “ACM,” “ACM Research” and to “we,” “us,” “our” and similar terms refer to ACM Research, Inc.

Annual Meeting of Stockholders


Time and Date			7 a.m., Pacific time, on June 12, 2025
Meeting Webcast Address			virtualshareholdermeeting.com/ACMR2025
Record Date			5 p.m., Eastern time, on April 15, 2025
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			159,278,913 votes, based on 58,842,693 shares of Class A common stock and 5,021,811 shares of Class B common stock outstanding as of the record date.

Annual Meeting Agenda


	Proposal			Board Recommendation
	Election of four directors			FOR each nominee
	Ratification of appointment of independent auditor for 2025			FOR

How to Cast Your Vote

You can vote by any of the following methods:


Until 11:59 p.m., Eastern time, on June 11, 2025		At the Annual Meeting on June 12, 2025
•	Internet: From any web-enabled device at proxyvote.com	•	Internet: Joining the Annual Meeting at virtualshareholdermeeting.com/ACMR2025
•	Telephone: +1.800.690.6903
•	Completed, signed and returned proxy card

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Election of Directors

As our first proposal, we are asking stockholders to elect the following four director nominees, each of whom currently serves as a member of the board of directors. The following presents information as of April 16, 2025 with respect to each director nominee:

Name

Age

Director

Since

Occupation

Experience/

Qualifications

Independent

Committee

Memberships

Other Boards

Yes

Haiping Dun

2003

Former Senior Director of Intel Corporation

Former President of Champion Microelectronic Corp.

• Industry

• Global

• Leadership

✔

• Audit

• Compensation

Tracy Liu

2016

CEO of HM CPA Services, P.C.

• Finance

• Leadership

• Global

✔

•

Audit

•

Compensation

•

Nominating and Governance

David H. Wang

1998

Founder, Chief Executive Officer and President of ACM Research, Inc.

• Industry

• Innovation

• Leadership

✔

Charles Pappis

2025

President of Pappis Consulting

• Finance

• Leadership

• Global

✔

• Audit

Director Nominee Representation


DIVERSITY	INDEPENDENCE	TENURE

Three of our director nominees voluntarily self-identify as having a diverse identity (gender or race).	Three of our four director nominees qualify as independent under SEC regulations and NASDAQ standards.	The tenure of our director nominees reflects a mix of experience and perspective.

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Board Diversity Matrix


Total Number of Current Directors	4
	Female	Male
Part I: Gender Identity
Directors	1	3
Part II: Demographic Background
Asian	1	2

Board Governance Practices


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 2024	4
	Directors Attending Fewer than 75% of Board Meetings in 2024	0
	Independent Directors Meet Without Management Present	Yes
	Number of Standing Committee Meetings Held in 2024	9
	Members Attending Fewer than 75% of Committee Meetings in 2024	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
Stockholder Rights:	Proxy Access Bylaw	Yes

Ratification of Appointment of Independent Auditor for 2025

We are asking stockholders to ratify the audit committee’s retention of Ernst & Young Hua Ming LLP as our independent registered public accounting firm to examine and report on our consolidated financial statements and internal controls over financial reporting for the fiscal year ending December 31, 2025.

Participation in the Virtual Annual Meeting

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 tablets, laptop or desktop computers. We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting.

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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 proxy holders should visit virtualshareholdermeeting.com/ACMR2025 and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the Annual Meeting.

Stockholders can vote their shares and submit questions via the Internet during the Annual Meeting by accessing the Annual Meeting website at virtualshareholdermeeting.com/ACMR2025. 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 Research in the order in which the questions are received. Questions relating to stockholder proposals or ACM Research 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 inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2025 Rules of Conduct and Procedure, a copy of which is attached hereto as Appendix A. Any material changes or updates to the 2025 Rules of Conduct and Procedure will be posted on our website and disclosed in a periodic report to the SEC on Form 8-K.

Online check-in to the Annual Meeting webcast will begin at 6:45 a.m., Pacific time, and 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 virtual 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 virtualshareholdermeeting.com/ACMR2025.

We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, stockholders will be able to communicate with us during the Annual Meeting so they can ask questions. An audio replay of the Annual Meeting will be made publicly available at ir.acmr.com/presentations until our 2025 annual meeting of stockholders.

This audio replay will include each stockholder question addressed during the Annual Meeting. We are utilizing technology from Broadridge Financial Solutions, Inc., or Broadridge, for the virtual meeting. The Broadridge platform is expected to accommodate most, if not all, stockholders.

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Questions and Answers About the Annual Meeting

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/ACMR2025, beginning at 7 a.m., Pacific time, on June 12, 2025.

Q:	Who may join the Annual Meeting?

Online check-in to the Annual Meeting webcast will begin at 6:45 a.m., Pacific time. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system.

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 2024 Annual Report to Stockholders, which we refer to as the 2024 Annual Report and which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (including our audited consolidated financial statements for 2024, 2023 and 2022);

•	this Proxy Statement for the 2025 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 2025 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.

These materials were first mailed or made available to stockholders on or about April 29, 2025.

If you request, in accordance with the instructions provided in the Notice of Internet Availability, a printed set of proxy materials, you will receive by mail, at no charge, printed copies of the 2024 Annual Report, this Proxy Statement, a proxy card for the Annual Meeting and a postage-paid, pre-addressed envelope to be used to return the completed proxy card. Your proxy card will include a control number for use in accessing the Annual Meeting webcast. If, in accordance with the instructions provided in the Notice of Internet Availability, you request that a set of proxy materials be emailed to you, you will receive by email, at no charge, electronic copies of the 2024 Annual Report and this Proxy Statement.

Q:	Why was I mailed a Notice of Internet Availability, rather than a printed set of proxy materials?

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.

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Q:	Are the proxy materials available via the Internet?

You can access and review the proxy materials for the Annual Meeting at ir.acmr.com/financial-information/proxymaterials 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.

Because it is important that as many stockholders as possible be represented at the Annual Meeting, the board of directors is asking that you review this Proxy Statement carefully and then vote by following the instructions set forth on the Notice of Internet Availability or proxy card. In voting prior to the Annual Meeting, you will deliver your proxy to the proxy holders, which means you will authorize the proxy holders to vote your shares at the Annual Meeting in the way you instruct. The proxy holders consist of David Wang and Mark McKechnie. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.

Q:	What matters will the stockholders vote on at the Annual Meeting?

Proposal

Election of the following four director nominees:

• Charles Pappis

• Haiping Dun

• David H. Wang

• Tracy Liu

Proposal

Ratification of appointment of our independent auditor for 2025

Q:	Who can vote at the Annual Meeting?

Stockholders of record of Class A and Class B common stock at 5 p.m., Eastern time, on April 15, 2025 the record date, will be entitled to vote at the Annual Meeting. As of the record date, there were outstanding a total of 58,842,693 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 159,278,913 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”?

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 2025 (Proposal 2).

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•	The organization generally may not vote on non-routine matters, including Proposal 1. 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.”

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on either of the two proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.

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:

If you hold shares in street name, you may vote by following the voting instructions provided by your bank, broker or other nominee. In general, you may vote prior to the Annual Meeting as follows:

For your information, voting via the Internet is the least expensive to ACM, followed by telephone voting, with voting by mail being the most expensive.

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?

You may submit questions via the Internet during the Annual Meeting by participating in the webcast at virtualshareholdermeeting.com/ACMR2025. 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

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inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2025 Rules of Conduct and Procedure, a copy of which is attached as Appendix A to this Proxy Statement.

Q:	Why is the Annual Meeting being conducted as a virtual meeting?

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.

We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting. We are utilizing technology from Broadridge, a leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

Q:	If I am unable to participate in the live audio webcast of the Annual Meeting, may I listen at a later date?

An audio replay of the Annual Meeting will be posted and publicly available at ir.acmr.com/news-events/events 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.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

Q:	What happens if I do not give specific voting instructions?

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.

If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank or other organization that is the stockholder of record of your shares, the organization generally may vote on routine, but not non-routine, matters. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2025 (Proposal 2). If the organization does not receive instructions from you on how to vote your shares on Proposal 1, your shares will be subject to a broker non-vote and no vote will be cast on those matters. See “Q. What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.”

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Q:	What should I do if, during check-in or the meeting, I have technical difficulties or trouble accessing the virtual meeting website?

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?

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 two 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.

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Vote Required for Election or Approval

Introduction

Our only voting securities are the outstanding shares of Class A and Class B common stock, which we refer to collectively as common stock. As of the record date, which is 5 p.m., Eastern time, on April 15, 2025, there were outstanding 58,842,693 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. Based on the number of votes for each share of Class A and Class B common stock, up to a total of 159,278,913 votes can be cast on each proposal.

Only stockholders of record as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. A majority of the votes attributable to outstanding shares of common stock present virtually or represented by proxy and entitled to vote on any matters to be considered at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.

Election of Directors

Each director will be elected by plurality of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors. Broker non-votes will not have any effect on the outcome of the election of directors, since broker non-votes are not counted as “votes cast.” Votes to “withhold” will have an effect on the outcome of the proposal only in that under our Director Resignation Policy, approved by the board of directors in October 2017, if a director receives more votes to “withhold” than “for,” such director shall promptly offer his resignation for consideration to the nominating and governance committee, which will make a recommendation to the board whether to accept or reject the resignation, or whether other action should be taken. The board will consider and act on the recommendation of the nominating and governance committee and will promptly, if required, publicly disclose its decision and the rationale behind it. The director who offers his or her resignation will not participate in the decision of the nominating and governance committee or the board. If the board accepts such resignation, then the board may fill the vacancy resulting from that resignation or may reduce the number of directors that constitutes the entire board so that no vacancy exists.

Under our certificate of incorporation, our bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Each of the nominees currently serves as one of our directors. If any of the nominees is not elected at the Annual Meeting, then the Bylaws provide that the director shall offer to resign from the board of directors.

Ratification of Appointment of Independent Auditor for 2025

The ratification of Ernst & Young Hua Ming LLP as our independent auditor for the year ending December 31, 2025 must be approved by affirmative votes constituting a majority of the votes entitled to be voted and present virtually or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal, because shares with respect to which the stockholder abstains will be deemed present and entitled to vote. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

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Corporate Governance

Board of Directors Overview

Under our bylaws and the Delaware General Corporation Law, our business and affairs are managed by or under the direction of the board of directors, which selectively delegates responsibilities to its standing committees.

The board has adopted and operates under Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the SEC and Nasdaq. The Governance Guidelines are available on our website at ir.acmr.com/corporate-governance/highlights. Under the Governance Guidelines, we expect directors to regularly attend meetings of the board and of all committees on which they serve and to review the materials sent to them in advance of those meetings. We expect director nominees for election at each annual meeting of stockholders to participate in the Annual Meeting. All of our current directors attended our 2024 Annual Meeting of Stockholders.

The board generally expects to hold four regular meetings per year and to meet on other occasions when circumstances require. Directors spend additional time preparing for board and committee meetings, and we may call upon directors for advice between meetings. We encourage our directors to attend director education programs. The board held five meetings in 2024. All of the directors attended all of the board meetings.

The Governance Guidelines provide that the board will meet in executive session at least twice a year without management in attendance. The Lead Director presides at each executive session.

The board maintains an audit committee, a compensation committee, and a nominating and governance committee. The board has adopted charters for each of the committees, and those charters are to be reviewed annually by the committees and the board. Our website ir.acmr.com/corporate-governance/highlights provides access to the following:

•	the audit committee charter,

•	the compensation committee charter, and

•	the nominating and governance committee charter.

The functions and responsibilities of the committees are described in the sections below.

So long as the outstanding shares of Class B common stock represent a majority of the combined voting power of Class A and Class B common stock voting together, all directors will be elected for annual terms and we will not have a classified board. If outstanding shares of Class B common stock represent less than a majority of the combined voting power of common stock at any time, we thereafter will have a classified board consisting of three classes of approximately equal size, each serving staggered three-year terms. Our directors would be allocated by the then-current board among the three classes.

The board has adopted Communications Policies pursuant to which our Chief Executive Officer, our Chief Financial Officer and their designees are the only individuals authorized to communicate on our behalf with the media, industry and trade organizations, market professionals and stockholders. The Communications Policies were designed to limit the persons whose statements trigger our public disclosure obligations under Regulation FD of the SEC. By limiting the number of spokespersons, the Communications Policies help ensure that all communications to members of the public are made by persons who are fully informed about both our company and the guidelines and risks applicable to external communications, and they reduce the risk of inconsistent statements to the public.

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Independence of Directors

The board of directors must consist of a majority of independent directors not only under the requirements of Nasdaq but also under the Governance Guidelines.

Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board within twelve months from the date of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent within twelve months from the date of listing. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Securities Exchange Act, and compensation committee members must also satisfy additional independence criteria, including those set forth in Rule 10C-1 of the Securities Exchange Act. Under Nasdaq rules, a director will qualify as an “independent director” only if, in the opinion of that company’s board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Securities Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board or any other board committee: (a) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (b) be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1 under the Securities Exchange Act, each member of the compensation committee must be a member of the board of the listed company and must otherwise be independent. In determining independence requirements for members of compensation committees, the national securities exchanges and national securities associations are to consider relevant factors, including: (a) the source of compensation of a member of the board of a listed company, including any consulting, advisory or other compensatory fee paid by the listed company to such member; and (b) whether a member of the board of a listed company is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company.

The board annually reviews the independence of all non-employee directors. In April 2018 the board established categorical standards consistent with the corporate governance standards of Nasdaq to assist the board in making determinations of the independence of board members. A copy of our Standards for Director Independence is posted on our website at ir.acmr.com/corporate-governance/highlights. These categorical standards require that, to be independent, a director may not have a material relationship with ACM. Even if a director meets all categorical standards for independence, the board reviews other relationships with ACM in order to conclude that each independent director has no material relationship with ACM either directly or indirectly.

Based upon information requested from and provided by each director nominee concerning the director nominee’s background, employment and affiliations, including family relationships, the board has determined that each of Haiping Dun, Charles Pappis, and Tracy Liu qualify as independent directors in accordance with the rules of Nasdaq and Rules 10C-1 and 10A-3 under the Securities Exchange Act. Chenming Hu, who is not standing for re-election at the Annual Meeting, also qualified as an independent director in accordance with the rules of Nasdaq and Rules 10C‐1 and 10A‐3 under the Securities Exchange Act, during his board service. The independent members of the board hold separate regularly scheduled executive session meetings at which only independent directors are present.

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Code of Business Conduct

We have a Code of Business Conduct applicable to all of our directors, officers and employees, and those of our subsidiaries. We have posted the Code of Business Conduct on our website at ir.acmr.com/corporate-governance/highlights. We will post any amendments to the Code of Business Conduct on our website. In accordance with the requirements of the SEC and Nasdaq, we will also post waivers applicable to any of our officers or directors from provisions of the Code of Business Conduct on our website. We have not granted any such waivers to date.

We have implemented whistleblower procedures, which establish format protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures are to be communicated promptly to the audit committee of the board of directors. A copy of the whistleblower policy can be viewed on the investor relations portion of our website at ir.acmr.com/corporate-governance/highlights.

Employee, Officer and Director Hedging

It is our policy that all employees and directors, as well as their family members, must not hedge or pledge our securities they hold directly. An exception to prohibition may be granted where a person wishes to pledge our securities as collateral for a loan, upon approval by our Chief Financial Officer, if certain other conditions are met. The prohibition on hedging is included in our Restated Insider Trading Policy. A copy of our Restated Insider Trading Policy can be viewed on our website at ir.acmr.com/corporate-governance/highlights.

Board Oversight of Risk

The board of directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable the board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The audit committee of the board reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee of the board is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and governance committee of the board manages risks associated with the independence of the board, corporate disclosure practices and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks.

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Board Leadership Structure

The board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as our business continues to grow. We do not have a policy on whether the offices of Chair of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chair of the Board should be selected from among the independent directors or should be an employee. The board has determined that it is in our best interests to have both a Chair of the Board and a Lead Director. The board has appointed David Wang, our Chief Executive Officer and President, to serve as Chair of the Board and Haiping Dun, an independent director, to serve as Lead Director. Among other things, the Chair of the Board shall prepare agendas for, and preside over, meetings of the board and the Lead Director shall assist the Chair of the Board in preparing agendas and shall serve as the principal liaison between the Chair of the Board and the other directors. The board believes that this is the appropriate leadership structure for us at this time and will allow the board to fulfill its role with appropriate independence.

The board has concluded that our current leadership structure is appropriate at this time. The board will continue to periodically review our leadership structure, however, and may make such changes in the future as it deems appropriate.

Audit Committee

The principal responsibilities of the audit committee include:

•	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.

Our independent auditor is ultimately accountable to the audit committee. The audit committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor.

The current members of the audit committee are Tracy Liu, who serves as chair, Haiping Dun and Charles Pappis. Ms. Liu, Dr. Dun, and Mr. Pappis are standing for re-election at the Annual Meeting. The board has determined that each of the current audit committee members is financially literate and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act. The board also determined that each of the current members of the audit committee is independent, as defined in the listing standards of Nasdaq. The board has also determined that Ms. Liu is an audit committee financial expert in accordance with the standards of the SEC.

The audit committee held five meetings in 2024. All members attended at least 75% of the total number of audit committee meetings held in 2024.

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Nominating and Governance Committee

The principal responsibilities of the nominating and governance committee include:

•	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.

The current members of the nominating and governance committee are Chenming Hu, who serves as chair, and Tracy Liu. Ms. Liu is standing for re-election at the Annual Meeting, and Mr. Pappis is expected to be appointed as chair of the nominating and governance committee to replace Chenming Hu, who is not standing for re-election at the Annual Meeting, upon the completion of Dr. Hu’s term at the Annual Meeting. The board has determined that each of Mr. Pappis and Ms. Liu is independent, as defined in the listing standards of Nasdaq.

The nominating and governance committee has the sole authority to retain, oversee and terminate any consulting or search firm to be used to identify director candidates or assist in evaluating director compensation and to approve any such firm’s fees and retention terms. The nominating and governance committee held one meeting in 2024, which was attended by both of the members.

The nominating and governance committee will consider director nominees recommended by our stockholders in accordance with our Policy and Procedure for Stockholder Nominations to the Board adopted by the nominating and governance committee and approved by the board in April 2018, a copy of which is posted on our website at ir.acmr.com/corporate-governance/highlights. Recommendations should be submitted to our Corporate Secretary in writing at ACM Research, Inc., 42307 Osgood Road, Suite I, Fremont, California 94539, along with additional required information about the nominee and the stockholder making the recommendation. Information on qualifications for nominations to the board and procedures for stockholder nominations to the board is included below under “Proposal 1. Election of Directors—Director Qualifications” and “—Identifying and Evaluating Nominees for Directors.”

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Compensation Committee

The principal responsibilities of the compensation committee include:

•	together with the Lead Director, 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;

•	together with the Lead Director, identifying the corporate and individual objectives governing the Chief Executive Officer’s compensation;

•	together with the Lead Director, 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.

The current members of the compensation committee are Haiping Dun, who serves as chair, and Tracy Liu. Each of the compensation committee members is standing for re-election at the Annual Meeting. The board has determined that each of Dr. Dun and Ms. Liu is independent, as defined in the listing standards of Nasdaq, is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act.

The compensation committee held one meeting in 2024, which was attended by both of the members. The compensation committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms.

Compensation Committee Interlocks and Insider Participation

During 2024, none of the members of the compensation committee was an officer or employee of our company or our subsidiaries and none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the board or compensation committee.

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Certain Relationships and Related-Person Transactions

In October 2017, the board of directors adopted a Conflict of Interest Policy applicable to all directors, officers and employees of our company and our subsidiaries. We have posted the Conflict of Interest Policy on our website at ir.acmr.com/corporate-governance/highlights. We will post any amendments to the Conflict of Interest Policy on our website.

The Conflict of Interest Policy requires each director and executive officer, including their immediate family members, to provide written notice of any potential related-party transaction, which is defined in the policy to mirror the definition of Item 404 of Regulation S-K (with the exception that the policy includes a monetary threshold of $100,000 as opposed to the threshold of $120,000 set by Item 404 of Regulation S-K) to the Chair of the Board (or to the Chief Executive Officer if such transaction involves the Chair of the Board, or to the Chief Financial Officer if such transaction involves the Chief Executive Officer), including all information that the Chair of the Board, the Chief Executive Officer or the Chief Financial Officer may request. Upon receiving all relevant information, the board may approve the transaction if it determines that the transaction is in the best interests of, and fair to, us, may require modifications to the transaction to make it acceptable for approval, or may reject it. The board may also establish guidelines for ongoing management of a specific related-party transaction. The policy requires that continuing related-party transactions are reviewed on at least an annual basis. Additionally, the policy requires that all directors and executive officers complete a questionnaire in connection with each of our annual proxy statements, in which they are asked to disclose family relationships and other related-party transactions. Pursuant to its charter, the audit committee is also responsible for reviewing, approving and overseeing related-party transactions that meet the requirement of Item 404 of Regulation S-k.

Since January 1, 2024, we have not been a party to any transactions in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or beneficial owners of more than 5% of any series or class of our preferred or common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation, termination and change-in-control arrangements.

Director and Executive Compensation and Indemnification Agreements

Please see “Director Compensation,” “Executive Compensation” and “Compensation Discussion and Analysis” for discussion of the compensation of our non-employee directors and certain of our executive officers.

We have entered into indemnification agreements with our directors and executive officers. Under these agreements, we agree to indemnify, to the fullest extent permitted by Delaware law (subject to certain limitations), each of our directors and executive officers against any and all expenses incurred by the director or executive officer in connection with proceedings because of his or her status as one of our directors or executive officers. In addition, these indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will pay for all expenses incurred by our directors and executive officers in connection with a legal proceeding arising out of their service to us.

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Director Compensation

Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The program addresses the time, effort, expertise, and accountability required of active board membership. The board of directors reviews director compensation periodically based on recommendations by the compensation committee.

Directors may be reimbursed for reasonable out-of-pocket expenses incurred in attending board and committee meetings.

Fiscal Year 2024

In July 2024, the board adopted a director compensation policy with respect to compensation payable to our non-employee directors for 2024. The 2024 director compensation policy was adopted by the board in the form, and with the terms, recommended by the compensation committee. In making its recommendation, the compensation committee reviewed and considered competitive market data prepared by the compensation committee’s independent compensation consultant in 2023.

Under the 2024 director compensation policy, each non-employee director was generally eligible to receive compensation for board and committee service consisting of annual cash retainers and stock options covering Class A common stock. For 2024, each of our non-employee directors was entitled to annual retainers (subject to proration for actual days served in 2024) per the following schedule:

DIRECTOR ANNUAL CASH RETAINERS


	Position			Retainer
	Lead Director			$ 37,000
	Other Directors			27,750
	Audit Committee Chair			9,000
	Other Audit Committee Members			6,000
	Compensation Committee Chair			9,000
	Other Compensation Committee Members			6,000
	Nominating and Governance Committee Chair			9,000
	Other Nominating and Governance Committee Members			$6,000

Pursuant to the 2024 director compensation policy, each non-employee director of ACM Research elected at our 2024 Annual Meeting of Stockholders was granted a non-qualified stock option to acquire 20,000 shares of Class A common stock at a price equal to the closing price of Class A common stock on the grant date, which was $18.89 per share (the “Annual Options”). Each Annual Option vests, subject to continued board service, in full immediately prior to the 2025 Annual Meeting.

We have entered into an agreement with Dr. Hu effective May 1, 2023 (the “Hu Agreement”), providing for consulting fees equal to $100,000 for one year, plus reimbursement of out of pocket expenses incurred as authorized by the Company in exchange for Dr. Hu’s assistance in developing the Company’s business of selling a range of ACM Production tools to major global semiconductor manufacturers. Dr. Hu was paid a fee of $33,333 for the twelve months ended December 31, 2024. The Hu Agreement expired on May 1, 2024, and all related payments were made, before the appointment of Dr. Hu to the audit committee effective as of November 15, 2024. Dr. Hu was subsequently replaced by Charles Pappis on the audit committee, effective as of March 15, 2025.

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The following table shows the total compensation for non-employee directors during 2024. David Wang, our sole executive officer who served as a member of the board during 2024, did not receive any additional compensation for such service as a director. Mr. Wang’s compensation for his service as an employee is discussed in the executive compensation disclosures below.

2024 DIRECTOR COMPENSATION


Director	Fees Earned or Paid in Cash($)(1)	Option Awards($)(2)	All Other Compensation($)	Total($)
Haiping Dun(3)	$44,333	$268,400	—	$312,733
Chenming C. Hu(3)	31,250	268,400	33,333(5)	332,983
Tracy Liu(3)	41,250	268,400	—	309,650
Xiao Xing(4)	—	—	—	—

(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 12, 2024 to acquire, subject to vesting, a total of 20,000 shares. Each Annual Option vests, subject to continued board service, in full immediately prior to the 2025 Annual Meeting. 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, 2024. As of December 31, 2024, (a) Dr. Dun held unexercised stock options for 188,001 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 182,500 shares of Class A common stock, and (d) Ms. Xing did not hold any unexercised stock options for Class A common stock.

(3)	Chair of a board committee during 2024.

(4)	Ms. Xing resigned her board position effective November 15, 2024 and did not receive any option or cash retainers for 2024 board service.

(5)	This amount represents additional fees paid to Mr. Hu in 2024 under the Hu Agreement. The Hu Agreement expired on May 1, 2024, and all related payments were made, before the appointment of Dr. Hu to the audit committee effective as of November 15, 2024.

Under our Restated Insider Trading Policy, directors, as well as their family members, may not hedge or pledge any ACM securities that they hold directly. An exception to this prohibition may be granted where a person wishes to pledge ACM securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any director, as well as their family members, who wishes to pledge ACM securities as collateral for a loan must submit a request for approval to the chief financial officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge, except that any proposed pledge by the chief financial officer must be submitted to and either approved or prohibited by the chief executive officer.

Director Indemnification Agreements

We have entered into indemnification agreements with our directors. Please see “Certain Relationships and Related-Person Transactions—Director and Executive Compensation and Indemnification Agreements” above for additional details.

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Proposal

— Election of Directors

At the Annual Meeting, stockholders will elect the entire board of directors to serve for the ensuing year and until their successors are elected and qualified. The board has designated as nominees for election the four persons named below, all of whom currently serve as directors. Shares of common stock that are voted as recommended by the board will be voted in favor of the election as directors of the nominees named below.

Director Qualifications

The board of directors has determined that, as a whole, it must have the right mix of characteristics, skills and diversity to provide effective oversight of our company. The nominating and governance committee has adopted Qualifications for Nomination to the board, a copy of which is posted on our website at ir.acmr.com/corporate-governance/highlights. The Qualifications for Nomination provide that, in selecting directors, the board should seek to achieve a mix of directors that enhances the diversity of background, skills and experience on the board, including with respect to age, gender, international background, ethnicity and specialized experience. Directors should have relevant expertise and experience and be able to offer advice and guidance to our Chief Executive Officer based on that expertise and experience. Also, a majority of directors should be independent under applicable Nasdaq listing standards, board and committee guidelines, and applicable laws and regulations. Each director is also expected to:

•	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.

The board is to conduct a self-assessment process every year and to periodically review the diversity of skills and characteristics needed in the board’s oversight of our company, as well as the effectiveness of the mix of skills and experience. The board considers the skill areas represented on the board, those skill areas represented by any directors who are expected to retire or leave the board in the near future, and recommendations of directors regarding skills that could improve the ability of the board to carry out its responsibilities. Although we do not have a formal diversity policy, the nominating and governance committee seeks to identify candidates who will enhance the board’s overall diversity.

Identifying and Evaluating Nominees for Directors

When the board of directors or its nominating and governance committee has identified the need to add a new director with specific qualifications or to fill a vacancy on the board, the chair of the nominating and governance committee will initiate a search, seeking input from other directors and senior management, review any candidates that the nominating and governance committee has previously identified, and, if necessary, hire a search firm. The nominating and governance committee will identify the initial list of candidates who satisfy the specific criteria and otherwise qualify for membership on the board. At least one member of the nominating and governance committee (preferably the chair) and the Chair of the Board and Chief Executive Officer will interview each qualified candidate; other directors will also interview the candidate if practicable. Based on a satisfactory outcome of those interviews, the nominating and governance committee will make its recommendation on the candidate to the board.

Our bylaws include a procedure that stockholders must follow in order to nominate a person for election as a director at an annual meeting of stockholders. The Bylaws require that timely notice of the nomination in proper written form, including all required information, be provided to the Corporate Secretary.

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Information Concerning Nominees for Election as Directors

The information appearing in the following table sets forth, for each nominee for election as a director, as of April 15, 2025:

•	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: 63 ACM Board Service • Tenure: 27 years (1998)		HAIPING DUN Age: 75 ACM Board Service • Tenure: 22 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		• Innovation
• Leadership		• Industry
• Global		• Leadership

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			CHARLES PAPPIS Age: 64 ACM Board Service • Tenure: 1 month (2025) • Committees: ○ Audit INDEPENDENT						TRACY LIU Age: 60 ACM Board Service • Tenure: 9 years (2016) • Committees: ○ Audit (Chair) ○ Compensation

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, 2025. 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, 2025. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been recorded properly.

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.

SEC Form DEF 14A filed by ACM Research Inc.