SEC Form DEF 14A filed by SES AI Corporation

Table of Contents

​

​

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

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

​

​

SES AI Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

​

​

​

​

Table of Contents

​

​

Table of Contents

Dear SES AI Stockholders,

We are pleased to invite you to attend the 2024 Annual Stockholders Meeting of SES AI Corporation, to be held on June 7, 2024 at 10:00 AM, Eastern time. The Annual Meeting will be held in virtually via live audio webcast at https://www.virtualshareholdermeeting.com/SES2024.

The following proxy statement contains details of the business items to be discussed at the Annual Meeting.

SES AI’s mission is to power a new era of electric transportation on land and in air with Li-Metal batteries. We believe Li-Metal is the “end game” for electric transportation energy storage with its step-change in energy density compared to current state-of-the-art Li-ion technologies. Our team has dedicated the past decade to developing a comprehensive and proprietary Li-Metal battery technology platform, including a high concentration solvent-in-salt electrolyte; an ultra-thin wide format lithium anode; a protective anode coating; and novel cell engineering processes that are based on scalable Li-ion manufacturing but address unique Li-Metal challenges.

​

Building large automotive Li-Metal cells

​

And as we build more automotive large capacity Li-Metal cells and generate more data, we believe AI will become an increasingly integral part of our business in both material development and battery health monitoring and incident prediction.

Li-Metal not only means longer range and more passengers, but we intend to reach near 100% safety guarantee and accelerated roadmap technology development.

Four pillars support our mission, and we continue to make exciting advancements in each one.

​

​

Table of Contents

1.   EV (Electric Vehicles)

Since our founding, EV has been our core focus.

​

​

Table of Contents

​

3.  AI (Artificial Intelligence)

We started two AI programs, Avatar and Prometheus, out of necessity – the need to reach a nearly 100% safety guarantee in the field, and the need to accelerate future roadmap material development.

To achieve a near 100% safety guarantee in the field, we are leveraging our automotive 50Ah and 100Ah cell production volume and quality data to train our Avatar AI.

​

​

Table of Contents

4.  SES Cares

We are executing several initiatives designed to improve the environmental sustainability of our business, reduce cost, and ensure the traceability of our Li-Metal battery supply chain. Technological innovations include dry electrodes that have the potential significantly reduce our electricity consumption and CO₂ and chemical solvent emissions; and the recycling of Li-Metal that allows us time to build a new supply chain with better traceability and robustness.

In our operations, the main consumer of energy is our dry rooms. We are using more energy efficient dry room dehumidifiers for our B-sample lines than our previous A-sample lines.

We also announced SES Cares, an initiative in which we power advanced drones with our Li-Metal A-samples and B-samples to collect field data to train Avatar AI, while at the same time, partnering with organizations that aim to bring benefits to society such as forest fire monitoring and marine animal protection.

We believe 2024 will be a key year in the commercialization of Li-Metal batteries for automotive applications. We plan to continue to focus on EV B-sample JDAs. This includes building and operating B-sample lines; addressing cell manufacturing quality issues; improving cell practical safety; and accelerating future roadmap electrolyte development. We will plan to build and ship UAM cells to UAM customers; improve Avatar AI prediction accuracy by deploying Avatar infrastructure and training it across a wide range of data.

To help us meet these challenges, we recently announced the appointment of Brian Krzanich to our board of directors. Brian brings extensive experience in the commercialization of next-generation technologies for automotive applications.

In 2023, we also named Daniel Li as our Chief Manufacturing Officer to focus on large automotive cell manufacturing, and Kang Xu as Chief Scientist to focus on the training and development of AI for battery science.

On behalf of the board of directors of SES AI, we thank you for your participation in this annual meeting. Your vote is important. Whether or not you attend the annual meeting, it’s important that your shares be represented and voted at the annual meeting. We urge you to vote as soon as possible. Thank you again for your support.

​

​

​

​

Table of Contents

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 7, 2024

To Our Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2024 Annual Meeting of Stockholders of SES AI Corporation, (the “Annual Meeting”) to be held on June 7, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SES2024 and entering the control number found on your proxy card, voting instruction form or notice you previously received.

The purpose of the Annual Meeting is to:

Only stockholders of Class A or Class B Common Stock of record at the close of business on April 15, 2024 may vote at the Annual Meeting. Each holder of Class A Common Stock of record is entitled to one vote for each share of Class A Common Stock held at that time. Each holder of Class B Common Stock of record is entitled to ten (10) votes for each share of Class A Common Stock held at that time. During the Annual Meeting, any stockholder attending the Annual Meeting may access a list of the stockholders entitled to vote at the Annual Meeting at https://www.virtualshareholdermeeting.com/SES2024 by following the instructions contained in the Proxy Statement.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 7, 2024:

This Proxy Statement and the 2024 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2023, are being made available on or about April 23, 2024 at https:// www.proxyvote.com.

​

​

​

​

​

Table of Contents

TABLE OF CONTENTS

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

​

​

​

​

1

Table of Contents

SES AI CORPORATION

35 CABOT ROAD

WOBURN, MASSACHUSETTS 01801

2024 PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors (the “Board”) of SES AI Corporation (“SES,” the “Company,” “we” or “us”) is making this Proxy Statement (this “Proxy Statement”) available to you in connection with the solicitation of proxies for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on June 7, 2024 at 10:00 a.m. Eastern Time at https://www.virtualshareholdermeeting.com/SES2024. The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting.

At the Annual Meeting, our stockholders will:

Only stockholders of record at the close of business on April 15, 2024 (the “Record Date”) may vote at the Annual Meeting.

We are taking advantage of Securities and Exchange Commission (the “SEC”) rules that permit companies to furnish proxy materials to stockholders via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of our proxy materials unless you specifically request one by following the instructions contained in the Notice. The Notice instructs you on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”), via the Internet, as well as how to vote online. We are first making this Proxy Statement and accompanying materials available to our stockholders on or about April 23, 2024.

YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY. YOU MAY VOTE OVER THE INTERNET OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL.

By submitting your proxy using any of the methods above, and as specified in the Notice, you authorize each of Jing Nealis, our Chief Financial Officer (“CFO”), and Kyle Pilkington, our Chief Legal Officer (“CLO” or “Chief Legal Officer”), to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Either one of them may also vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.

​

​

2

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I being provided with these materials?

We are providing this Proxy Statement to you in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting, to be held on June 7, 2024, and at any postponements or adjournments of the Annual Meeting. We have either (1) delivered to you a Notice and made such Notice, this Proxy Statement and the Annual Report (together, the “Proxy Materials”) available to you on the Internet or (2) delivered printed versions of the Proxy Materials, including a proxy card, to you by mail.

How can I attend and vote at the Annual Meeting?

To be admitted to the Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/SES2024 using the 16-digit control number on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials for the Annual Meeting. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to submit questions or vote at the meeting. We recommend you carefully review the procedures needed to gain admission in advance.

Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s audio system. We encourage you to access the Annual Meeting in advance of the designated start time.

Stockholders encountering difficulty with the Annual Meeting virtual platform during the sign-in process or at any time during the meeting may utilize technical support provided by the company through Broadridge Financial Solutions, Inc. Technical support information is provided on the login page for all shareholders beginning 15 minutes prior to the start of the Annual Meeting. If you have difficulties accessing the virtual Annual Meeting during sign-in or during the meeting, please call the technical support number listed on the Annual Meeting login page.

Stockholders eligible to participate in the Annual Meeting may submit questions during the Annual Meeting through www.virtualshareholdermeeting.com/SES2024.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The virtual meeting format for the Annual Meeting will enable full and equal participation by all of our stockholders from any place in the world at little to no cost. We designed the format of the virtual Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded the same rights and opportunities to participate as they would at a physical, in-person meeting, and to enhance stockholder access, participation and communication through online tools. We will be providing stockholders with the ability to submit appropriate questions in real time via the Annual Meeting website, limiting questions to one per stockholder unless time otherwise permits. We will also make the list of the stockholders entitled to vote at the Annual Meeting available during the Annual Meeting.

How do I vote my shares without attending the Annual Meeting?

Stockholders of record. You may vote by granting a proxy in the following ways:

Stockholders with shares held in street name. You may vote by submitting voting instructions to their bank, broker or other nominee. In most instances, such stockholders will be able to do this on the Internet or by mail as indicated above. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

3

Table of Contents

Internet voting facilities will close at 11:59 p.m., Eastern Time, on June 6, 2024 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than 5:30 p.m., Eastern Time, on June 6, 2024.

What am I voting on at the Annual Meeting?

At the Annual Meeting, there are four proposals scheduled to be voted on:

Members of our management team and representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, where they will have an opportunity to make a statement if so desired and are expected to be available to respond to appropriate questions.

Who is entitled to vote?

Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. The only class of stock entitled to vote at the Annual Meeting is Common Stock. Each holder of Class A Common Stock on the Record Date is entitled to one vote for each share of Common Stock held by such holder. Each holder of Class B Common Stock on the Record Date is entitled to ten (10) votes for each share of Common Stock held by such holder. On the Record Date, there were 311,133,266 shares of Class A Common Stock and 43,881,251 shares of Class B Common Stock outstanding and entitled to vote at the Annual Meeting. Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters described in this Proxy Statement.

What is the difference between being a record holder and holding shares of Common Stock in street name?

A record holder holds shares in its name through SES’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”). A “beneficial owner,” or a person or entity that holds their or its shares in “street name,” holds shares in the name of a bank, broker or other nominee on that person or entity’s behalf.

Am I entitled to vote if my shares are held in street name?

If your shares are held in street name, the Notice will be forwarded to you by your bank, broker or other nominee, along with a voting instruction card. You may vote by directing your bank, broker or other nominee how to vote your shares. In most instances, you will be able to do this over the Internet or by mail, as indicated above under “How do I vote my shares without attending the Annual Meeting?”

Under applicable rules, if you do not give instructions to your bank, broker or other nominee, it may vote on matters that are considered “routine,” but will not be permitted to vote your shares with respect to “non-routine” items. The Ratification Proposal is a routine matter, but the Nominee Proposal and Say on Pay Proposal are considered to be non-routine matters, so your bank, broker or other nominee cannot vote your shares on the Nominee Proposal or the Say on Pay Proposal, unless you provide voting instructions for such matters. If you do not provide voting instructions on a non-routine matter, your shares will not be voted on that matter resulting in a “broker non-vote.”

As a street name holder, you may be required to obtain a proxy form from your bank, broker or other nominee to use at the Annual Meeting in order to vote your shares. Please follow the instructions that you receive from your broker, bank, or other nominee and in the instructions that you will receive via email after registering for the Annual Meeting, should you decide to vote during the virtual meeting.

4

Table of Contents

How many shares must be present to hold the Annual Meeting?

In order for SES to conduct the Annual Meeting, holders of a majority in voting power of the shares of Class A Common Stock and Class B Common Stock issued and outstanding and entitled to vote, present by remote communication or represented by proxy, shall constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present or represented and entitled to vote for purposes of determining a quorum.

What does it mean if I receive more than one Notice or proxy card?

Receiving more than one Notice or proxy card generally means that you hold shares in more than one brokerage account. To ensure that all of your shares are voted, please sign and return each proxy card, or, if you vote by Internet, vote once for each Notice or proxy card that you receive.

Can I revoke my proxy or change my vote after I submit my proxy?

Yes, you may revoke or change your vote after submitting your proxy card.

Stockholders of record. Whether you have voted by Internet or mail, you may revoke your proxy or change your vote at any time before it is actually voted. A record holder may revoke their or its proxy by:

Stockholders with shares held in street name. If you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other record holder and/or obtain from the record holder a proxy issued in your name. Your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

Who will count the votes?

Broadridge Financial Services will tabulate and certify the votes. A representative of Broadridge Financial Services may serve as an inspector of election.

What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote?

The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:

​

5

Table of Contents

Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting; however, the persons named in the form of proxy card (the “proxy holders”) who you have authorized to represent you and vote your shares at the Annual Meeting will vote your shares in accordance with their best judgment.

Who will pay for the cost of the proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners (i.e., shares held in street name) and will be reimbursed for their reasonable expenses.

​

6

Table of Contents

PROPOSAL 1—ELECTION OF DIRECTORS

Under our Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws (the “Bylaws”), the Board is divided into three classes. Only one class of directors is elected in each year and each class serves a three-year term. The term length of each Class is, for each Class II director, a term that expires at this annual meeting of stockholders; for each Class III director, a term that expires at the Company’s 2025 annual meeting of stockholders; and, for each Class I director, a term that expires at the Company’s 2026 Annual Meeting.

The Board currently consists of seven directors: Dr. Qichao Hu, Dr. Jang Wook Choi, Anirvan Coomer, Eric Luo, Brian Krzanich, Dr. Jiong Ma and Michael Noonen. Mr. Coomer was nominated by GM Ventures pursuant to its contractual nominating rights. For more information, see “Transactions with Related Persons—Director Nomination Agreement.”

Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of Class II director nominees, each for a three-year term expiring at the Company’s 2027 annual meeting of stockholders: Dr. Choi and Mr. Coomer. Action will be taken at the Annual Meeting for the election of these director nominees.

It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Dr. Choi and Mr. Coomer except where proxies bear contrary instructions. In the event that these director nominees should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for a substitute or substitutes.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Ages set forth below are as of April 1, 2024.

Directors are elected by a plurality of the votes cast for the election of each director at the Annual Meeting.

Dr. Jang Wook Choi, 48, serves as a director of the Company, a position he has held since February 2022. Since September 2020, Dr. Choi has served as Professor at Seoul National University, where he was previously Associate Professor from 2017 to 2020. Prior to joining Seoul National University, he was Associate Professor from 2012 until 2017 and Assistant Professor from 2010 until 2012 at Korea Advanced Institute of Science and Technology. Dr. Choi received his PhD in Chemical Engineering from California Institute of Technology and BS in Chemical Engineering from Seoul National University.

We believe that Dr. Choi is qualified to serve as a director of our Board because of his extensive academic experience and expertise in chemistry, engineering and battery technologies.

Anirvan Coomer, 50, serves as a director of the Company, a position he has held since November 2023. Mr. Coomer has served as Managing Director of GM Ventures since May 2023. Prior to that, Mr. Coomer worked in various leadership roles within GM in China, the United States, Mexico and India over the past 20 years, including as Executive Director – Electrification and Fuel Cell Systems Purchasing from September 2020 through April 2023, Executive Director – Strategy, Planning and Operations, Global Purchasing and Supply Chain (GPSC) from July 2018 through August 2020, Vice President, GM China GPSC from July 2016 through June 2018, Vice President, GM India GPSC from January 2013 through June 2016 and Executive Director – Thermal Purchasing and GM Mexico GPSC from August 2010 through December 2012. Mr. Coomer received his B.S. in Electrical Engineering from Indian Institute of Technology (IIT Kharagpur) and M.B.A. from India Institute of Management (IIT Ahmedabad).

We believe that Mr. Coomer is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in automotive electrification and supply chain management.

7

Table of Contents

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

Continuing Members of the Board of Directors

In addition to the directors nominated for election at the Annual Meeting, the directors listed below currently serve on our Board. Ages set forth below are as of April 1, 2024.

Class I directors, with a term expiring at the 2026 Annual Meeting of Stockholders

Dr. Jiong Ma, 60, serves as a director of the Company, a position she has held since February 2022. Since 2021, Dr. Ma has served as a Founder and Chief Executive Officer of Chavant Capital Acquisition Corp. (NASDAQ: CLAY) (“Chavant”), a special purpose acquisition company seeking to invest in a high growth technology companies. From 2008 to 2020, Dr. Ma served as a Partner at Braemar Energy Ventures (“Braemar”), a venture capital firm investing in early to mid-stage technology companies operating in the mobility, power, resources and infrastructure sectors. At Braemar, Dr. Ma focused on investments in digitization of industry, resource efficiency, mobility, renewable energy infrastructure, and deeptech. Prior to joining Braemar, Dr. Ma served in the Venture Capital Group at 3i Group plc (“3i”), a global private equity firm, from 2004 to 2008, where she was responsible for investment in the information technology and cleantech sectors. Prior to 3i, Dr. Ma served as Senior Manager of the Optical Networking Group, Technology and Business Leadership at Lucent Technologies and Bell Labs, where she was responsible for product portfolio strategy, new product launches for Optical and Data Networking, and research and product development. Dr. Ma was also a founding team member of Onetta, a fiber networks company. Dr. Ma has served on the boards of Chavant and Anavex Life Sciences (NASDAQ: AVXL) since 2021. Dr. Ma received her PhD in electrical engineering from the University of Colorado at Boulder, MS in electrical engineering from the Worcester Polytechnic Institute in Massachusetts and BS in Physics from Lanzhou University.

We believe that Dr. Ma is qualified to serve as a director of our Board because of her extensive experience in research, operations and venture capital, particularly in the technology industry.

Michael Noonen, 61, serves as a director of the Company, a position he has held since February 2022. Since October 2022, Mr. Noonen has served as Chief Executive Officer of Swave Photonics, based in Leuven, Belgium. Previously, Mr. Noonen has served as Chief Executive Officer of MixComm Inc., a leader in RFSOI mmWave solutions based in New Jersey, which was acquired by Sivers Semiconductors in February 2022. Mr. Noonen brings 25 years of experience in leading technology businesses. Mr. Noonen has held various leadership positions, including as chairman and co-founder of Silicon Catalyst from 2013 to 2015, the world’s first semiconductor incubator and the EE Times 2015 Start-up of the Year, and as chairman of the board of Socle in Taiwan in 2013 (which was acquired by Foxconn), and was also previously Executive Vice President of Global Products, Design, Sales & Marketing at GlobalFoundries from 2011 to 2013. From 2008 and 2011, Mr. Noonen served as Executive Vice President of Worldwide Sales and Marketing at NXP Semiconductors (NASDAQ: NXPI). He has served on the board of SK Growth Opportunities Corporation (NASDAQ: SKGR) since June 2022 and previously served on the board of Energous (NASDAQ: WATT) from 2019 to 2021. Mr. Noonen received his B.S. from Colorado State University in Electrical Engineering and was named the College of Engineering Distinguished Alumni in 2012, was elected to the Global Semiconductor Alliance Board of Directors and holds multiple patents in the areas of Internet telephony and video communications.

We believe Mr. Noonen is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in information technology, innovation and the electronics industry.

Eric Luo, 58, serves as a director of the Company, a position he has held since February 2022. From 2017 until 2021, Mr. Luo served as Chairman and Chief Executive Officer of GCL System Integration Limited, GCL New Energy USA (“GCL”), an international energy conglomerate specializing in clean and sustainable energy. Prior to his position at GCL, Mr. Luo served as the Chief Executive Officer and Board Member of Shunfeng International Clean Energy Limited (SFCE), a Hong Kong-based supplier of law-carbon and energy saving integrated solutions from 2015 to 2017. Mr. Luo received his MBA from Michigan State University and BS in Operational Management from Zhejiang Gongshang University.

We believe that Mr. Luo is qualified to serve as a director of our Board because of his experience in executive leadership positions and expertise in clean and sustainable energy.

8

Table of Contents

Class III directors, with a term expiring at the 2025 Annual Meeting of Stockholders

Dr. Qichao Hu, 38, serves as the Company’s Chief Executive Officer (“CEO”) and Chairman of the Board. Dr. Hu has served as Founder, Chief Executive Officer and Director of SES since 2012. Dr. Hu is also a board member on the MIT Enterprise Forum Cambridge. Dr. Hu is recipient of MIT Technology Review’s “Innovators Under 35” and was named among the 2013 Forbes “30 Under 30.” Dr. Hu earned his PhD in Applied Physics from Harvard University, and his BS in Physics from MIT.

We believe that Dr. Hu is qualified to serve both as a member of our management team and the Board because of his visionary leadership of SES from inception to date, his scientific and managerial expertise in the EV battery development industry, his innovative plans for SES’s future and his ability to execute on those plans.

Brian Krzanich, 63, serves as a director of the Company, a position he has held since January 2024. From 2018 until 2022, Mr. Krzanich served as President and Chief Executive Officer of CDK Global, an automotive software provider. Prior to that, Mr. Krzanich served in a variety of roles at Intel Corporation since 1982, eventually ascending to the role of Chief Executive Officer, a position he held from 2013 to 2018. Mr. Krzanich previously served on the boards of Electric Last Mile Solutions, Inc. (Nasdaq: ELMS) from 2021 to 2022, Intel Corporation (Nasdaq: INTC) from 2013 to 2018 and Deere & Company (NYSE: DE) from 2016 to 2018. Mr. Krzanich holds a Bachelor’s Degree in Chemistry from San Jose State University.

`We believe Mr. Krzanich is qualified to serve as a director on our Board because of his extensive leadership experience in the technology sector and his expertise in next-generation technologies.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Overview

The Board directs and oversees the management of the business and affairs of the Company and carries out its oversight responsibilities through meetings and actions of the Board and its four standing committees: the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”), the Nominating and Corporate Governance Committee and the Strategic Investment and Partnership Committee.

The Company was originally formed as a Cayman Islands exempted company in July of 2020 under the name Ivanhoe Capital Acquisition Corp. (“IVAN”) for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses. On January 11, 2021, the Company consummated its initial public offering (the “IPO”), following which our securities began trading on the New York Stock Exchange (the “NYSE”). On February 3, 2022 (the “Business Combination Closing”), IVAN consummated the previously announced business combination with SES Holdings Pte. Ltd. (the “Business Combination”) pursuant to which, among other things, SES Holdings Pte. Ltd. (“Old SES”) became a wholly owned subsidiary of IVAN, which was renamed “SES AI Corporation.” All references to IVAN are to the Company prior to the Business Combination.

Prior to the Business Combination Closing, our Board consisted of six directors, including Robert Friedland, Andrew Boyd, Christopher Carter, Hirofumi Katase, Francis P.T. Leung, and Edward T. Welburn, Jr.

Effective upon the Business Combination Closing, and in accordance with the terms of the Business Combination, each of IVAN’s directors, other than Mr. Friedland, resigned from their respective positions. In addition, each of Dr. Hu, Dr.  Choi, Dr. Ma, Kent Helfrich, Mr. Luo and Mr. Noonen were elected to serve as directors of the Company.

Mr. Friedland resigned from our Board effective March 15, 2023 and Mr. Helfrich resigned from our Board effective October 31, 2023. Mr. Coomer was appointed to our Board effective November 2, 2023 and Mr. Krzanich was appointed to our Board effective January 26, 2024.

Controlled Company Exemption

SES is a “controlled company” for purposes of the NYSE listing requirements because our Chief Executive Officer and certain entities affiliated with him own more than 50% of the total voting power of our Common Stock. As such, SES is exempt from the obligation to comply with certain corporate governance requirements, including the requirements that a majority of the Board consist of independent directors, and that SES have nominating and compensation committees that

9

Table of Contents

are each composed entirely of independent directors operating under a written charter in line with NYSE rules. Even though SES is a controlled company, it is required to have, and does have, a fully independent Audit Committee. Notwithstanding its eligibility for the exemption from these requirements, SES currently has a majority of independent directors serving on the Board, the Compensation Committee is comprised entirely of independent directors, the Nominating and Corporate Governance Committee is comprised of a majority of independent directors and both committees have written charters in line with NYSE rules.

Director Independence and Independence Determinations

The Board has established guidelines (the “Corporate Governance Guidelines”) to assist it in making independence determinations for each director of our Board. The Corporate Governance Guidelines define an “independent director” to align with the definition provided in the NYSE Listed Company Manual (collectively, the “NYSE Rules”). Under Section 303A.02 of the NYSE Rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Directors who serve on the Audit Committee and Compensation Committee are subject to the additional independence requirements under applicable SEC rules and NYSE Rules.

It is the policy of the Board, upon the recommendation of the Nominating and Corporate Governance Committee, to make affirmative independence determinations for all directors at least annually in connection with the preparation of the Company’s Proxy Statement. In making independence determinations, the Board will broadly consider all relevant facts and circumstances in addition to the requirements of Section 303A.02 of the NYSE Rules.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that each of Drs. Ma and Choi and Messrs. Krzanich, Luo, and Noonen is an “independent director” under NYSE Rules, including with respect to their respective committee service. The Board has determined that each member of the Audit Committee (Mr. Luo, Dr. Ma and Mr. Noonen) is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee (Mr. Luo, Dr. Ma and Mr. Noonen) is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with SES and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of SES capital stock by each non-employee director, and the transactions involving them described in the section titled “Transactions with Related Persons.”

Board Structure

The Board retains the flexibility to determine whether the roles of Chief Executive Officer and Chairperson should be combined or separated, based on what the Board believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interests of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairperson, would not result in better governance or oversight.

Currently, Dr. Hu holds both Chief Executive Officer and Chairman positions. We believe that combining the positions of Chief Executive Officer and Chairman helps to ensure that our board of directors and management act with a common purpose. In addition, we believe that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and our board of directors, facilitating the regular flow of information. We also believe that it is advantageous to have a chairperson with significant history with and extensive knowledge of SES, as is the case with Dr. Hu.

We also maintain the position of a lead director (“Lead Director”), which is held by one of our independent directors. The Board believes that the responsibilities of the Lead Director help to ensure appropriate oversight of the Company’s management by the Board and optimal functioning of the Board. The effectiveness of the Lead Director is also enhanced by the Board’s majority independence, as discussed above under “Director Independence.” Our Chairperson and Lead Director are appointed annually by the Board.

Dr. Ma currently serves as our Lead Director. The responsibilities of our Lead Director include, but are not limited to, the following (for more information, see the Corporate Governance Guidelines on our website under the heading “Investors” at https://ses.ai):

10

Table of Contents

Executive Sessions

Dr. Hu, as Chief Executive Officer and Chairman is currently the only employee director serving on the Board. The Board regularly meets in executive session without Dr. Hu or any other members of management present. Executive sessions of the Board are chaired by Dr. Ma as our Lead Director. Each of the standing committees of the Board also meets regularly in executive session without any members of management present.

Board Committees and Meetings

The following table summarizes the current membership of each of the standing committees of the Board.

​

During the fiscal year ended December 31, 2023 (“fiscal 2023”), there were five meetings of the Board, eight meetings of the Audit Committee, five meetings of the Compensation Committee, two meetings of the Nominating and Corporate Governance Committee and one meeting of the Strategic Investment and Partnership Committee. During fiscal 2023, no incumbent member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and committees on which such director served (held during the period that such director served) other than Dr. Choi whose attendance fell below 75% due to illness. Excluding his absence due to illness, we expect Dr. Choi would have attended at least 75% of the total number of Board meetings.

Our Corporate Governance Guidelines provide that all directors are expected to make best efforts to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Each of our directors who were currently serving attended our 2023 annual meeting of stockholders, which was held entirely online.

11

Table of Contents

Audit Committee. All members of the Audit Committee are “independent” in accordance with the NYSE Rules and rules of the U.S. Securities and Exchange Commission (the “SEC”) applicable to boards of directors in general and audit committee members in particular. The Board has determined that each member of the Audit Committee meets the requirements for financial literacy under NYSE Rules. In addition, the Board has determined that Mr. Luo qualifies as an “audit committee financial expert” as defined by Item 407(d) of Regulation S-K,

The duties and responsibilities of the Audit Committee include:

With respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance with the applicable SEC rules and regulations.

The Audit Committee operates pursuant to a charter adopted by the Board. The Audit Committee Charter is available on our website under the heading “Investors” at https://ses.ai. The Audit Committee met eight times during fiscal 2023.

Compensation Committee. All members of the Compensation Committee are “independent” in accordance with the NYSE Rules and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices, and meets regularly throughout the year to review and discuss, among other items, our compensation philosophy, changes in compensation governance, and compliance rules and best practices. With respect to executive compensation, the Compensation Committee:

12

Table of Contents

Additional duties and responsibilities of the Compensation Committee include:

The Compensation Committee has engaged an independent compensation consultant, Mercer (US) Inc. (“Mercer”), to assist the Compensation Committee in developing an annual cash bonus program, equity grant program and corporate long-term incentive program applicable to the Company’s executives and employees as a portion of their compensation structure. As part of this consulting arrangement, Mercer provides peer-based benchmarking services with respect to total compensation of certain of our executive officers and employees in order to inform its recommendations. Additionally, for fiscal 2023, Mercer assisted the Compensation Committee in designing and developing our non-employee director compensation program.

The Compensation Committee operates pursuant to a written charter adopted by the Board. The Compensation Committee Charter is available on our website under the heading “Investors” at https://ses.ai. The Compensation Committee met five times during fiscal 2023.

Nominating and Corporate Governance Committee. Mr. Luo and Dr. Ma are “independent” in accordance with the NYSE Rules. The duties and responsibilities of the Nominating and Corporate Governance Committee primarily include assisting the Board in its responsibilities with respect to, among other things:

13

Table of Contents

The Nominating and Corporate Governance Committee develops guidelines that set forth the criteria and qualifications for Board membership, including, but not limited to, minimum individual qualifications, relevant career experience and technical skills, industry knowledge and experience, financial expertise, geographic ties, familiarity with the Company’s business, independence under applicable SEC rules and regulations and the NYSE Rules, gender, ethnic and racial background and ability to work collegially with others. The Nominating and Corporate Governance Committee uses these guidelines to identify, interview and evaluate potential director candidates to determine their qualifications to serve on our Board as well as their compatibility with the culture of the Company, its philosophy and its Board and management.

When considering director candidates, the Nominating and Corporate Governance Committee and the Board seek individuals with backgrounds and qualities that, when combined with those of our incumbent directors, enhance the Board’s effectiveness and, as required by the Governance Guidelines, result in the Board having a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company’s business. In addition, director nominees are expected to have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company, and to be willing and able to contribute positively to the decision-making process of the Company. We also expect nominees to be committed to understanding the Company and its industry and to regularly attend and participate in meetings of the Board and any Board committees on which they serve.

The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers potential director candidates. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and their suitability for service on our Board.

The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in substantially the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate. Any such recommendation should be submitted to the Chief Legal Officer in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Chief Legal Officer, 35 Cabot Road, Woburn, MA 01801. All recommendations for nomination received by the Chief Legal Officer that satisfy the requirements under the Bylaws relating to such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in the Bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2025 Annual Meeting of Stockholders.”

The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board. The Nominating and Corporate Governance Committee Charter is available on our website under the heading “Investors” at https://ses.ai. The Nominating and Corporate Governance Committee met two times during fiscal 2023.

Strategic Investment and Partnership Committee. The members of our strategic investment and partnership committee are Dr. Hu, Dr. Ma, Mr. Luo and Mr. Noonen. Dr. Hu is the chairperson of our strategic investment and partnership committee. The strategic investment and partnership committee is responsible for overseeing the execution of strategic partnerships and transactions and approving M&A transactions, investments, joint ventures, strategic collaborations and partnerships or similar transactions proposed by our management, within parameters set for the committee from time to time by our board. The committee also provides oversight and guidance to management regarding the execution of our transactions and annual and long-term business and financial plans, and reviews and discusses transactions and related strategies with our management to make appropriate recommendations to our board of directors.

Director Nomination Agreement

In addition, we have entered into a Director Nomination Agreement with GM Ventures, pursuant to which, among other things, GM Ventures has the right to nominate one person for election to the Board for so long as GM Ventures together with its affiliates, collectively continue to beneficially own at least 5% of our fully diluted outstanding equity securities. Mr. Coomer was nominated by GM Ventures (to serve as a Class II director) pursuant to its contractual nominating rights. For more information, see “Transactions with Related Persons—Director Nomination Agreement.”

14

Table of Contents

Board and Committee Evaluations

The Nominating and Corporate Governance Committee evaluates each director and his or her assessment of the effectiveness of the Board and each committee of the Board on which he or she serves. Questionnaires are circulated annually for the full Board and for each of the four committees. The purpose of these assessments is to identify opportunities for improvement on a number of relevant metrics, including composition, conduct of meetings, relationship between the Board and management, quality and extent of resources, succession planning and strategy and performance. The Chairperson of the Nominating and Corporate Governance Committee, with the assistance of management, conducts the evaluation through these questionnaires, reviews all of the responses and reports the results to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee then summarizes the evaluations and identifies areas in which the Board and its committees could improve their performance and/or composition, and discusses its findings with the Board and each of the other committees.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

Corporate Governance Guidelines. To further our commitment to sound governance, our Board has adopted the Corporate Governance Guidelines to ensure that the necessary policies and procedures are in place to facilitate the Board’s review and make decisions with respect to the Company’s business operations that are independent from management. The Corporate Governance Guidelines set forth the practices regarding Board and committee composition, selection and performance evaluations; Board meetings; director qualifications and expectations, including with respect to continuing education obligations; and management succession planning, including for the CEO. The Corporate Governance Guidelines are available on our website under the heading “Investors” at https://ses.ai.

Code of Business Conduct and Ethics. We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers and employees, including our Chairperson and CEO, CFO and other members of management. The Code of Conduct sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, protection and proper use of our assets and reporting mechanisms for illegal or unethical behavior. The Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC. We intend to disclose any future amendments to, or waivers from, the Code of Conduct within four business days of the waiver or amendment through a website posting to the extent required by the rules and regulations of the SEC and the NYSE. The Code of Conduct is available on our website under the heading “Investors” at https://ses.ai.

Stockholder Communications with the Board

Stockholders and other interested parties may communicate with our Board, or to specific individual directors of the Board, including the Chairperson of the Board, chairperson of the Audit, Compensation, Nominating and Corporate Governance or Strategic Investment and Partnership Committees, to the Lead Director, or to the independent or non-employee directors as a group, by addressing such communications to the Chief Legal Officer, 35 Cabot Road, Woburn, MA 01801. The Chief Legal Officer will forward such communications upon receipt as appropriate. Complaints or concerns relating to our financial reporting, accounting, internal accounting controls or auditing will be referred to the Chairperson of our Audit Committee. Other correspondence then be directed to the group of directors, or to an individual director, as appropriate.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also has the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, and review the adequacy and effectiveness of our internal controls over financial reporting. Our Nominating and Corporate Governance Committee is responsible for periodically evaluating our corporate governance policies and systems in light of the governance risks that our Company faces and the adequacy of our policies and procedures designed to address such risks. Our Compensation Committee assesses and monitors whether any of our compensation plans, policies and programs comply with applicable legal and regulatory requirements. Our Strategic Investment and Partnership Committee is responsible for periodically

15

Table of Contents

reviewing the performance of completed transactions (including integration of such acquired businesses, to the extent applicable) with our management.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s common stock (“ten-percent stockholders”) to file initial reports of ownership (Forms 3) and reports of changes in ownership (Forms 4 and 5) with the SEC. Based solely on our review of copies of such reports filed with the SEC and on written representations from our executive officers and directors, we believe that our executive officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements during our fiscal year ended December 31, 2023.

PROPOSAL 2—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee is solely responsible for the appointment, evaluation, compensation, retention, and, if appropriate, termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report of the Company’s financial statements. The Audit Committee has selected Grant Thornton LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee and the Board believe that the continued retention of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders.

Stockholder approval is not required to appoint Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. Our Board believes, however, that submitting the appointment of Grant Thornton LLP to the stockholders for ratification is a matter of good corporate governance. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in the best interests of the Company and its stockholders. The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, and will have the opportunity to make a statement as they desire and are expected to be available to respond to appropriate questions from stockholders who attend the Annual Meeting.

Audit Fees

As described below, on June 16, 2023, the Audit Committee approved the dismissal of KPMG LLP and the appointment of Grant Thornton LLP as the Company’s new independent registered public accounting firm, for the fiscal year ended December 31, 2023. The following table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2023 by Grant Thornton LLP:

16

Table of Contents

Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm

The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee also is directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. In addition, and pursuant to its charter and the Company’s Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee annually reviews and pre-approves the audit services to be provided by Grant Thornton LLP, and also reviews and pre-approves the engagement of Grant Thornton LLP for the provision of other services during the year, including audit-related, tax and other permissible non-audit. For each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate.

Since becoming a publicly listed company (following IVAN’s initial public offering) all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.

Changes in Independent Registered Public Accounting Firm

Dismissal of KPMG LLP

As previously disclosed in the Current Report on Form 8-K filed with the SEC on June 16, 2023 (the “June 16, 2023 Form 8-K”), on June 12, 2023 the Audit Committee engaged Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and approved the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective on the same day. KPMG served as the Company’s independent registered public accounting firm from April 7, 2021 through the date of dismissal. The audit report of KPMG on the Company’s effectiveness of internal control over financial reporting as of December 31, 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG’s audit report for the year ended December 31, 2022 contained an adverse opinion on the effectiveness of the Company’s internal control over financial reporting, relating to material weaknesses in internal control over financial reporting identified by management and disclosed in the Company’s Form 10-K for the year ended December 31, 2022, related to certain components of the Company’s control environment that were ineffective as the Company did not have a sufficient complement of resources with assigned responsibility and accountability for the design, operation and documentation of internal control over financial reporting. This created deficiencies in the Company’s risk assessment process that led to ineffective information and communication activities as the controls necessary to ensure the reliability of information used in financial reporting and communicate relevant information about roles and responsibilities for internal control over financial reporting were ineffective. As a result, process-level control activities were not designed, implemented or operated effectively in the substantial majority of the Company’s processes. These material weaknesses did not result in any material misstatements to the Company’s consolidated financial statements for the year ended December 31, 2022.

During the period from April 7, 2021 (the date KPMG was engaged by Old SES) to December 31, 2022, and during the subsequent interim period through June 12, 2023, there were no disagreements with KPMG on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company’s financial statements for such period.

​

The Company provided KPMG with a copy of the foregoing disclosures and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company set forth above. A copy of KPMG’s letter, dated June 16, 2023, was attached as Exhibit 16.1 to the June 16, 2023 Form 8-K.

​

​

17

Table of Contents

Dismissal of Withum Smith+Brown, PC in connection with the Business Combination

​

As previously disclosed in the Current Report on Form 8-K filed with the SEC on April 18, 2022 (the “April 18, 2022 Form 8-K”), following the Business Combination Closing, the Audit Committee engaged KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and approved the dismissal of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm on April 15, 2022, effective on the same day. Prior to the Business Combination, Withum served as IVAN’s independent registered public accounting firm and KPMG LLP served as SES’s independent registered public accounting firm.

The reports of Withum on the Company’s financial statements as of and for the two most recent audited fiscal years ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from July 8, 2020 (inception) to December 31, 2021, and during the subsequent interim period through April 15, 2022, there were no disagreements between the Company and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company’s financial statements for such years.

During the period from July 8, 2020 (inception) to December 31, 2021, and during the subsequent interim period through April 15, 2022, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended) other than the material weakness in internal controls identified by management related to the classification of a portion of IVAN’s Class A Common Stock in permanent equity rather than temporary equity and the Company’s accounting for warrants issued in connection with the initial public offering and private placement of securities, which resulted in the restatement of IVAN’s consolidated balance sheet as of January 11, 2021 and its interim consolidated financial statements for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, as set forth in IVAN’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 29, 2021, Form 10-Q/A for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on December 21, 2021, and Form 8-K/A as of January 11, 2021 as filed with the Securities and Exchange Commission on December 21, 2021.

The Company provided Withum with a copy of the foregoing disclosures and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated April 18, 2022, was filed as Exhibit 16.1 to the April 18, 2022 Form 8-K.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

​

18

Table of Contents

AUDIT COMMITTEE REPORT

The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the NYSE Rules. The Audit Committee operates pursuant to a written charter adopted by the Board.

The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, principles and internal controls as well as the preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”). In addition, the independent registered public accounting firm is responsible for auditing and expressing an opinion on the Company’s internal control over financial reporting.

The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2023 with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.

Submitted by the Audit Committee of the Company’s Board.

​

​

​

19

Table of Contents

PROPOSAL 3—NON-BINDING VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are required to hold a non-binding advisory stockholder vote to approve the compensation of our named executive officers at least every three years. At our 2023 annual meeting of stockholders, our stockholders voted to hold the non-binding stockholder vote to approve the compensation of our named executive officers every year. Accordingly, the Company currently intends to hold such votes annually. The next such non-binding vote on executive compensation will be held at the Company’s 2025 Annual Meeting of Stockholders.

We are asking stockholders to approve, in a non-binding advisory vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussions below. We refer to this non-binding advisory vote as the “say on pay” vote. While the results of the “say on pay” vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

We are asking stockholders to indicate their support for the compensation of our named executive officers for fiscal 2023 as described in this Proxy Statement. In considering their vote, stockholders may wish to review the information on our compensation policies and decisions regarding the named executive officers, as presented in the Compensation Discussion and Analysis, compensation tables and accompanying narrative disclosures on pages 25 to 41, as well as the discussion regarding the Compensation Committee on pages 12 to 13.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE FISCAL 2023 COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

​

20

Table of Contents

EXECUTIVE OFFICERS

Our executive officers are appointed by, and serve at the discretion of, our Board. There are no family relationships among our directors and executive officers. Biographies of our executive officers who are not also directors are listed below. For information on Dr. Qichao Hu, see “Continuing Members of the Board of Directors” under Proposal No. 1 – Election of Directors. Ages set forth below are as of April 1, 2024.

​

​

Jing Nealis. Ms. Nealis, 45, serves as the Company’s Chief Financial Officer, a position she has held since March 2021. Ms. Nealis served as Senior Director, Corporate Finance at View Inc., from 2019 until March 2021. Previously, she served as Chief Financial Officer of SunPower Systems International Ltd. from 2017 until 2019, after having served in the same role in the International Division of Shunfeng International Clean Energy Ltd from 2014 until 2017. From 2012 to 2014, Ms. Nealis was Finance Director/Global Tax Director of Suntech Power, prior to which she was a manager at Deloitte from 2006 to 2012 and worked at Deloitte offices in Chicago, Shanghai, and Hong Kong. Ms. Nealis earned her MS in Accounting from the University of Hawaii and her Bachelor’s in International Business from China University of Petroleum in Beijing.

Dr. Hong Gan. Dr. Gan, 63, serves as the Company’s Chief Science Officer, a position he has held since 2020. Dr. Gan was previously SES’s Director of Research & Development from 2018 to 2020. From 2013 to 2018, he was Group Leader of the Energy Storage Group at the Sustainable Energy Department at the Brookhaven National Laboratory, and from 2011 to 2013, he was Senior Director of Research & Development at Enevate Corporation. From 1993 to 2011, Dr. Gan held various positions at Greatbatch Medical, culminating in his roles as Director, Battery Research and Director, Research & Development Power Sources, Primary Battery. Dr. Gan earned his PhD in Chemistry from the University of Chicago in 1990, and his BS in Chemistry from Peking University in 1982.

Kyle Pilkington. Mr. Pilkington, 42, serves as the Company’s Chief Legal Officer, a position he has held since July 2022. Mr. Pilkington previously served as SES’s Vice President, Legal from April 2022 to July 2022, and prior to that, was Associate General Counsel at International Game Technology PLC from March 2020 to April 2022. From 2019 to 2020, Mr. Pilkington was Of Counsel at Gibson, Dunn & Crutcher LLP in Singapore. Prior to that, Mr. Pilkington was a Local Principal at Baker & McKenzie from 2010 to 2019 and prior to that he was an associate at Sullivan & Cromwell LLP. Mr. Pilkington earned a BA in Economics at Middlebury College and a JD at the University of Chicago Law School.

Gang “Daniel” Li. Mr. Li, 56, serves as the Company’s Chief Manufacturing Officer, a position he has held since March 27, 2023. Mr. Li previously served as Senior Vice President, Hyzon Motors from July 2021 to March 2023. Prior to that, he was General Manager at A123 Systems from March 2020 to July 2021 and Deputy General Manager at Wanxiang A123 Systems Corp from June 2020 to July 2021. Mr. Li served as Executive Vice President of Wanxiang Clean Energy USA from August 2012 to July 2021. Mr. Li earned a Masters in Engineering and a BS in Materials Science from Tsinghua University in Beijing, China.

​

​

21

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding the beneficial ownership of our Class A Common Stock as of April 15, 2024 by:

​

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options, within 60 days of April 15, 2024. Shares subject to warrants, options or restricted stock units that are currently exercisable or exercisable within 60 days of April 15, 2024 or that vest within 60 days of April 15, 2024 are considered outstanding and beneficially owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The beneficial ownership of shares of our Class A Common Stock is based on 311,133,266 shares of our Class A Common Stock, including 24,534,431 earn-out Shares in the form of Class A Common Stock (including restricted Class A Common Stock or “Earn-Out Shares”) but excludes 1,465,720 Earn-Out Shares which have been forfeited due to the recipients’ termination of service with the Company, and 43,881,251 shares of Class B Common Stock, including 3,999,796 founder earn-out shares (“Founder Earn-Out Shares”), in each case, issued and outstanding as of April 15, 2024. The Earn-Out Shares and the Founder Earn-Out Shares were placed into escrow at the closing of the Business Combination and will vest on the date that the closing price of the shares of Class A Common Stock equals or exceeds $18.00 during the period beginning on the date that is one year following the closing of the Business Combination and ending on the date that is five years following the Closing (the “Earn-Out Period”). The restricted Earn-Out Shares are subject to vesting based on the same terms as other Earn-Out Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to the vesting. During the Earn-Out Period, the holders of the Earn-Out Shares and Founder Earn-Out Shares are entitled to exercise the voting rights carried by each Earn-Out Share or Founder Earn-Out Share, as applicable, and are entitled to receive any dividends or other distributions made in respect thereof while such shares remain in escrow.

22

Table of Contents

Percentage of voting power is calculated based on one vote per share for each share of Class A Common Stock and ten votes per share for each share of Class B Common Stock. The table is based upon information supplied by officers, directors and greater-than-5% beneficial owners, Section 13(d) filings made with the SEC and other SEC filings under Section 16 of the Exchange Act.

​

23

Table of Contents

24

Table of Contents

​

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The following discussion analyzes our executive compensation program with respect to our named executive officers for the year ended December 31, 2023 and the material elements of the compensation packages awarded to such officers. The individuals whose compensation is discussed below are:

We collectively refer to these individuals as our “named executive officers” Or “NEOs.”

Details regarding the employment agreements with our named executive officers can be found in the narrative disclosure to the Summary Compensation Table set forth below.

2023 Financial and Operational Highlights

During 2023, we transitioned from A-Sample to B-Sample, entering into our first B-Sample joint development agreement with an OEM partner. We also demonstrated improved manufacturability, operating three A-Sample lines demonstrating our ability to manufacture large 50Ah to 100Ah automotive Li-Metal cells at pilot scale. Our available liquidity, defined as cash and cash equivalents and short-term investments in marketable securities, was $332 million as of December 31, 2023.

Executive Compensation Highlights

Overall, our 2023 executive compensation reflects a combination of salary, cash incentives and equity awards. For fiscal 2023 we maintained our annual cash incentive program based on the achievement of objective company performance measures, as described below under “Annual Cash Incentive Program”, and we granted equity awards that align our compensation program with long term shareholder value.

Compensation Philosophy and Objectives

Our compensation program is centered on a pay-for-performance philosophy and is designed to reward our named executive officers for their abilities, experience and efforts. The compensation programs we offer directly influence our ability to attract, retain and motivate the highly-qualified and experienced professionals who are vital to our success as a company.

We believe that having compensation programs designed to align executive officers’ interests with those of the Company and its stockholders in achieving positive business results and to reinforce accountability is the cornerstone to successfully implementing and achieving our strategic plans. In determining the compensation of our named executive officers, we are guided by the following key principles:

25

Table of Contents

We seek to maintain a performance-oriented culture and a compensation approach that rewards our named executive officers when we achieve our goals and objectives, while putting at risk an appropriate portion of their compensation if our goals and objectives are not achieved. Consistent with this philosophy, we have sought to create an executive compensation package that balances short-term versus long-term components, cash versus equity elements and fixed versus contingent payments in ways that we believe are most appropriate to motivate our named executive officers.

Compensation Governance

Role of the Compensation Committee and Management

Executive compensation and related decisions, including the strategic oversight of our compensation and benefit programs, are made by the Compensation Committee. The Compensation Committee is responsible for establishing and overseeing the overall compensation structure, policies and programs of the company and assessing whether our compensation structure resulted in appropriate compensation levels and incentives for the executive management of the company.

The Compensation Committee works with the CEO and the CFO, who make recommendations consistent with the guidelines established by the Compensation Committee for each element of compensation for our executives. The Compensation Committee evaluates the total compensation packages for our executives after considering these recommendations and evaluating the competitive market for executive talent, the Company’s performance relative to its competitors and the past compensation paid to each of our executives.

After considering such factors as the nature and responsibilities of each named executive officer’s position, the named executive officer’s experience, the Company’s achievement of corporate goals, the named executive officer’s achievement of individual goals and other relevant considerations, together with consideration of the executive compensation philosophy described above, the Compensation Committee sets the annual compensation of our named executive officers. The compensation for each of our named executive officers is set and recommended for adoption at meetings of the Compensation Committee generally held in the first half of each year.

Role of the Compensation Consultant

The Compensation Committee has engaged an independent compensation consultant, Mercer, to assist the Committee in evaluating the recommendations and guidance being provided in the development and creation of the executive compensation plan. Mercer regularly participates in the Compensation Committee meetings and provides guidance and advice to the Compensation Committee. The Compensation Committee has evaluated whether any work provided by Mercer raised any conflict of interest and determined that it did not.

The Company has separately engaged Mercer as its compensation consultant to assist in the development of SES’s compensation strategy and to provide guidance in building the executive compensation structure. As part of this consulting arrangement, Mercer provides compensation market data, executive compensation guidance, recommendations on compensation structures, as well as ongoing guidance with performance based executive compensation programs.

In February 2023 the Compensation Committee reviewed the existing peer group and potential changes to the peer group with the assistance of Mercer. As part of its review, with the assistance of Mercer, the Compensation Committee considered revenue and enterprise value, with a focus on technology and automotive and electronic equipment companies. After considering these factors, the Compensation Committee made the following changes to the peer group, including to remove companies that no longer fit the peer criteria or who had been acquired:

​

26

Table of Contents

​

​

The newly constituted peer group was reviewed and approved by the Compensation Committee, was selected based on weighted parameters and the financial and other information discussed above and was intended to ensure that the Company remains within a reasonable range of the peer median (our “Fiscal 2023 Peer Group”).

​

​

“Say on Pay” Vote on Executive Compensation

At our 2023 Annual Meeting of Stockholders, we received substantial support for our executive compensation program, with approximately 99.9% of votes cast in favor of our named executive officers’ compensation. The Compensation Committee believes that the high stockholder say-on-pay approval demonstrates the strong alignment or our executive compensation program with our stockholders’ interests and did not make any changes to our compensation program as a result of the vote. Because we value the opinions of our stockholders, our Board and the Compensation Committee will consider the outcome of the “say on pay” vote at our 2024 Annual Meeting of Stockholders, as well as feedback received throughout the year, when making compensation decisions for our named executive officers in the future.

Components of Compensation

Overview

Compensation for our named executive officers consists of the following key components:

The first component of our named executive officers’ compensation is base salary, which is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The second component is an annual cash incentive opportunity, which is based on both individual performance of the named executive officer and the overall performance of SES, generally in accordance with performance milestones established by the Compensation Committee. The performance goals differ from executive to executive, and each executive’s target annual bonus opportunity is equal to a predetermined percentage of his or her base salary. These annual cash incentive opportunities are intended to link the pay of each named executive officer directly to the achievement of annual performance objectives. We believe this compensation component aligns the interests of our named executive officers with the interests of our stockholders in the pursuit of short- to medium-term performance that should create value for our stockholders.

27

Table of Contents

The third component is equity-based awards, which provide a long-term incentive component to the compensation packages of our named executive officers. The equity-based awards that we grant to our named executive officers align a portion of our named executive officers’ compensation to the interests of our investors and to each other, further reinforcing collaborative efforts for their mutual success. We believe that equity-based compensation also fosters a long-term commitment from our named executive officers to the Company and balances the shorter-term cash components of compensation that we provide.

Base Salary

We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements are variable. Base salaries are reviewed annually and may be increased based on the individual performance of the named executive officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data. In April 2023, the Compensation Committee approved an increase in the base salary of Mr. Pilkington, our Chief Legal Officer, effective May 1, 2023, from $300,000 to $350,000, in order to recognize his performance and to align his base salary with the competitive marketplace. For fiscal 2023, the base salaries of our other named executive officers were the same as for fiscal 2022 and were as follows: for Dr. Hu, $530,000; for Ms. Nealis, $470,000; for Mr. Makharia, $505,000; and for Dr. Gan, $335,000.

Annual Cash Incentive Program

We maintain an Annual Incentive Plan (the “AIP”) for executive officers providing them the opportunity to receive competitive annual cash bonuses based on the achievement of short-term performance goals which we believe are critical to the creation of long-term stockholder value. Historically, the annual bonuses have covered performance from April 1 of one fiscal year until March 31 of the following fiscal year. Beginning in 2022, the Compensation Committee changed the performance period to align with our fiscal year ending on December 31 each year. Near the beginning of each year, the Compensation Committee selects the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash incentive opportunities for the named executive officers, subject to the terms of their employment agreements. Following the end of each year, the Compensation Committee determines the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers. The annual cash incentives may be paid in cash or equity at the discretion of the Compensation Committee.

Cash Incentive Target Amounts. Under the AIP for fiscal 2023, each named executive officer’s annual target incentive opportunity was a percentage of their eligible base salary, that were targeted at a level that represented a meaningful portion of each named executive officer’s base salary and were competitive with our peers. The target awards as a percentage of salary were as follows: for Dr. Hu, 100%, for Ms. Nealis, 60%, for Mr. Pilkington, 50%, for Dr. Gan, 50%; and for Mr. Makharia, 60%. These target percentages were unchanged from fiscal 2022. Due to the payout of interim bonuses for performance in the period from January 1, 2023 through March 31, 2023 (as described below), the Compensation Committee determined that annual cash incentives for fiscal 2023 for named executive officers would be determined based on performance during the nine-month period from April 1, 2023 through December 31, 2023 and any amounts to be paid shall be pro-rated for this period of nine months.

Key Performance Targets. The amount that each named executive officer was eligible to earn under the fiscal 2023 AIP was based 100% on such executive officer’s achievement against key performance targets. We undergo a rigorous process to ensure our targets are challenging, aligning management incentives with enhancement of long-term stockholder value. We believe that these high and demanding targets, when looked against the payouts, helped to maintain a solid and balanced incentive structure. The key performance targets are shown below.

28

Table of Contents

Following its review of the achievement of the key performance targets listed above as of December 31, 2023, the Compensation Committee determined all of the key performance targets had been achieved, representing 100% of the key performance targets and therefore that the maximum payout percentage for any named executive officer for performance in fiscal 2023 would be 100% of their target incentive opportunity, pro-rated for the nine-month performance period from April 1, 2023 through December 31, 2023.

AIP Payouts for Fiscal 2023. The Compensation Committee considered each named executive officer’s performance during the fiscal year against the pre-established individual key performance targets discussed above. Following this review, the Compensation Committee determined that each of Dr. Hu, Ms. Nealis Dr. Gan, and Mr. Pilkington achieved 100% of their respective key performance targets and that Mr. Makharia achieved 0% of his key performance targets (as responsibility for achieving Mr. Makharia’s key performance target was transferred to another employee prior to the end of 2023). Therefore, the Compensation Committee determined that the payout percentage earned for Dr. Hu was 100 percent, for Ms. Nealis was 100 percent, for Mr. Pilkington was 100 percent, for Dr. Gan was 100 percent, and for Mr. Makharia was 0 percent.

Based on the performance results described above, Dr. Hu earned an AIP cash payout of $397,863 (based on the 100% performance factor earned), Ms. Nealis earned an AIP cash payout of $211,693 (based on the 100% performance factor earned), Mr. Pilkington earned an AIP cash payout of $131,370 (based on the 100% performance factor earned), Dr. Gan earned an AIP cash payout of $125,740 (based on the 100% performance factor earned). Mr. Makharia did not earn an AIP cash payout for fiscal 2023 as his performance did not meet the minimum threshold for his pre-established key performance targets.

In addition, in view of the importance of certain of the key performance targets relating to battery development, 40% of which had not been achieved by the end of fiscal 2022, the Compensation Committee approved the opportunity for the Company’s named executive officers to achieve a special interim bonus for performance in the period from January 1, 2023 through March 31, 2023 based on the same key performance targets applicable for fiscal 2022 and the same target percentages of base salary, for the prorated three month period, as disclosed in our definitive proxy statement filed with the SEC on April 21, 2023 (the “2022 Proxy Statement”) under the section titled “Compensation Discussion and Analysis—Components of Compensation—Annual Cash Incentive Program.”. The Compensation Committee considered the eligibility of the named executive officers for a special bonus based on its review of achievement of these key performance targets as of March 31, 2023. Based on this review, the Compensation Committee approved a special interim bonus of $79,500 for Dr. Hu, $42,300 for Ms. Nealis, $34,088 for Mr. Makharia, $25,125 for Dr. Gan and $17,035 for Mr. Pilkington,  (in each case, based on the 15% of the total fiscal 2022 performance factor earned).

Equity Incentive Awards

SES previously maintained the 2021 Share Incentive Plan (the “Old 2021 Plan”), which provided for the discretionary grant of incentive stock options, non-statutory stock options, and restricted share awards to eligible employees, officers, directors, consultants or advisors of SES, including the named executive officers. Following its approval by stockholders in the Business Combination Closing, the Company adopted the 2021 Incentive Award Plan (the “New 2021 Plan”). The New 2021 Plan enables the Company to grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other share based awards and cash awards to directors, employees, consultants and advisors to improve the ability of the Company to attract and retain key personnel upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. While awards remain outstanding under the Old 2021 Plan, we stopped making grants under the Old 2021 Plan following the adoption of the New 2021 Plan.

29

Table of Contents

In fiscal 2023, each of the named executive officers were granted equity incentive awards under the New 2021 Plan. These awards are designed to align a portion of our named executive officers’ compensation with the interests of our existing stockholders and to build retention value by incentivizing our named executive officers to remain in our service.

In April 2023, the Compensation Committee granted equity grants to each of our named executive officers under the New 2021 Plan. The grants are composed 50% of RSUs and 50% of PSUs, with the following aggregate grant date fair values: for Dr. Hu, $2,368,201; for Ms. Nealis, $592,050; for Mr. Makharia, $293,934; for Dr. Gan, $592,050 and for Mr. Pilkington, $473,640. Mr. Makharia forfeited the RSUs and PSUs granted to him in fiscal 2023 upon his departure from the Company in January 2024. These grant date fair values assume a payout of 100% of PSUs granted, which is the maximum amount that may be earned. The RSUs vest in three equal annual installments starting one year from the date of grant, subject to the executive officer’s continued service on each such vesting date. The PSUs vest in one installment following a three-year performance period from the date of grant, subject to the achievement of share price performance targets and the executive officer’s continued service on such vesting date. A specified percentage of the target number of PSUs will vest based on the average closing price of our shares of Class A Common Stock (the “Average Closing Price”) during any consecutive 100-calendar-day period within the three-year performance period (with the percentage vesting based on certain threshold Average Closing Prices (the “Share Price Thresholds”)), assuming that the Average Closing Price during the last 30-calendar-day period in the three-year performance period also exceeds the highest Share Price Threshold achieved during any 100-calendar-day period. Otherwise, the number of PSUs that vest at the end of the three-year performance period is based upon the Average Closing Price during the last 30 calendar days, using the same list of Share Price Thresholds. Any incremental shares of Class A Common Stock that do not vest based on the Average Closing Price in the last 30 calendar days, but would have vested based on the 100-calendar-day Average Closing Price, will subsequently be eligible to vest (subject to the executive officer’s continued service through the vesting date) if, at any point before the fifth anniversary of the grant date, the Average Closing Price during a 30-calendar-day period ends up exceeding the highest Share Price Threshold previously achieved during the 100-calendar-day period. The Share Price Thresholds are as follows: under $12.5, 0%; $12.5 or greater, 25%; $15 or greater, 50%; $17.5 or greater, 75%; and $20 or greater, 100%.

Fiscal 2024 Compensation

In addition, the Compensation Committee conducted its annual executive compensation review and approved the compensation of our named executive officers for the year. The Compensation Committee considered, among other factors, our corporate and stock price performance, our named executive officers’ individual performance, and market data provided by Mercer.

The Compensation Committee granted equity awards of 1,779,661 RSUs and 1,779,661 PSUs to Dr. Hu, 610,593 RSUs and 610,593 PSUs to Ms. Nealis, 423,728 RSUs and 423,728 PSUs to Dr. Gan and 338,983 RSUs and 338,983 PSUs to Mr. Pilkington for fiscal 2024, while using the same vesting schedule for the RSUs and the same Average Closing Price and Share Price Thresholds for the PSUs.

​

Pension Benefits

SES’s named executive officers did not in fiscal 2023 and currently do not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by SES.

Nonqualified Deferred Compensation

SES’s named executive officers did not in fiscal 2023 and currently do not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by SES.

Retirement Plan

SES maintains a qualified contributory retirement plan, established to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan covers all US-based employees, including SES’s named executive officers, who may contribute up to the maximum statutory limits imposed by the Internal Revenue Code (including in the fiscal year ended December 31, 2020). Beginning January 1, 2023, SES began providing matching contributions of up to 5% of pre-tax salary for all US-based employees under the 401(k) plan, including SES’s named executive officers. The amount of matching contributions provided to each named executive officer is set forth above in the Summary Compensation Table in the column entitled “All Other Compensation.”

30

Table of Contents

Other Benefits

The health, safety and well-being of employees is paramount at SES. SES provided in fiscal 2023 and currently provides to all of its employees, including its named executive officers, certain broad-based benefits that are intended to attract and retain employees while providing them with health and welfare security. Other than the retirement plan discussed above, broad-based employee benefits include medical, dental and other benefits.

In addition, for Dr. Hu, the Company reimburses his rental expenses for an apartment in Boston, Massachusetts and he is provided with a monthly allowance for a car in Boston, Massachusetts that can be used for both business and personal travel. During 2023, the Company also made a charitable donation in Dr. Hu’s name and reimbursed certain medical care costs. The actual amounts for 2023 are set forth above in the Summary Compensation Table in the column entitled “All Other Compensation.”

We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to Dr. Hu.

Severance

Please see the section titled “Potential Payments Upon Termination or Change in Control” for more information regarding applicable compensatory provisions related to a termination or change in control. The compensation and benefits ultimately awarded in connection with a separation are determined at the discretion of the Compensation Committee and may be based on the executive, their position, nature of the potential separation and such executive’s compliance with any applicable post-termination restrictive covenants.

Compensation Risk Mitigation

Policy on Hedging and Pledging

Pursuant to the Company’s Compliance with United States Federal Securities Laws Regarding Insider Trading: Security Trading Policy (the “Insider Trading Policy”), all directors, officers and employees of the Company, together with its subsidiaries and affiliates reported on a consolidated basis, are prohibited from entering into hedging, monetization transactions or similar arrangements with respect to Company securities, and, subject to limited exceptions that may be granted by the Company, all directors, officers and employees of the Company, together with its subsidiaries and affiliates reported on a consolidated basis, are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Claw-back Policy

We maintain a robust compensation claw-back policy covering each of our executive officers. In August 2023, the Compensation Committee recommended and the Board approved amendments to the claw-back policy to align with new rules and regulations of the SEC and NYSE listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Our claw-back policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the NYSE rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably and promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered executive officer, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting restatement is required. For more information, see the full text of our claw-back policy, which is filed as Exhibit 97.1 to our Annual Report on Form 10-K.

NEO Stock Ownership Guidelines and Share Retention Requirements

Beginning in fiscal 2022, we adopted stock ownership guidelines intended to align further the interests of our NEOs with those of our stockholders. The guidelines require covered roles to hold our Class A Common Stock (including Class A Common Stock held in trust, by certain family members or in the Company’s 401(k) plan and stock underlying unvested RSUs, restricted stock awards and unvested or unearned PSUs or other performance stock awards, but excluding stock

31

Table of Contents

underlying options or stock appreciation rights) worth a value expressed as a multiple of their salary. For our CEO, the multiple is five times his annual base salary and for all other executive officers, the multiple is three times their annual base salary.

Each of our NEOs is required to meet these ownership levels by five years after his or her initial designation as an executive officer of the Company (or, for those executive officers serving at the time of adoption of these ownership guidelines, within five years after such adoption). Until reaching the required ownership level, NEOs are required to retain at least 100% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options. As of April 1, 2024, all of our current NEOs had timely met the stock ownership requirement or were within the five-year grace period to come into compliance with it.

​

32

Table of Contents

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis included in this Proxy Statement with members of management. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee of the Company’s Board.

​

​

​

33

Table of Contents

EXECUTIVE COMPENSATION TABLES

​

Summary Compensation Table

The following table summarizes the compensation earned by each of our named executive officers for the fiscal years indicated.

​

​

34

Table of Contents

​

​

35

Table of Contents

Grants of Plan-Based Awards in Fiscal 2023

The following table provides information relating to awards granted under the AIP and time- and performance-based awards of our Class A Common Stock granted during fiscal 2023.

​

36

Table of Contents

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Arrangements

SES entered into employment agreements with Dr. Hu on May 4, 2021, Ms. Nealis on February 15, 2021, Mr. Makharia on February 15, 2021, Dr. Gan on July 1, 2018 and Mr. Pilkington on March  2, 2022, providing for the terms of their at-will employment with SES and including (i) annual base salary, (ii) eligibility for an annual performance bonus, (iii) participation in SES’s benefit plans and vacation in accordance with SES’s policies and (iv) in the case of Dr. Hu, Ms. Nealis and Mr. Makharia, severance benefits in the event of certain terminations of employment. Ms. Nealis’s and Mr. Makharia’s agreements also included a sign-on bonus of $150,000 for Ms. Nealis and Mr. Makharia, as well as an entitlement to reimbursement of relocation and/or other related sign-on expenses. Although Dr. Hu received a base salary, bonus and similar benefits in the fiscal year ended December 31, 2020, he was not party to an employment agreement with SES in that year.

Separation Agreement with Rohit Makharia

As previously disclosed, in connection with Mr. Makharia’s departure from the Company, effective January 26, 2024, SES entered into a separation agreement with Mr. Makharia, dated January 24, 2024 (the “Makharia Separation Agreement”) pursuant to which the Company agreed to extend the post-termination exercise period for Mr. Makharia’s vested stock options through December 31, 2024, and to provide the other compensation and benefits Mr. Makharia is entitled to pursuant to his employment agreement in the event of a “termination without cause”, as further described under “—Severance” below.

37

Table of Contents

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2023