Charles Pappis
ACM ResearchAbout Charles Pappis
Independent director appointed in March 2025; age 64. Background includes 30 years at Applied Materials as Vice President and General Manager (1986–2016) and President of Pappis Consulting since April 2016. Education: B.S. in Materials Science from Worcester Polytechnic Institute and Executive MBA from Stanford University. Core credentials emphasized by ACMR: finance, global experience, and leadership; tenure on ACMR’s board is one month as of the April 15, 2025 record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Materials | Vice President & General Manager | 1986–2016 | Senior operating leadership across semiconductor equipment; global P&L and business unit management |
| Pappis Consulting | President | Apr 2016–present | Strategic advisory; finance/leadership focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy did not list any current or past-five-year public company directorships for Pappis |
Board Governance
- Independence: Determined independent under Nasdaq and Exchange Act Rules 10A-3 and 10C-1 .
- Committee assignments:
- Audit Committee member (current); audit committee composed entirely of independent, financially literate directors; Tracy Liu is chair; Liu designated “audit committee financial expert” .
- Nominating & Governance Committee: expected appointment as Chair upon completion of Dr. Chenming Hu’s term at the 2025 Annual Meeting .
- Board leadership: CEO David Wang serves as Board Chair; Lead Independent Director is Haiping Dun; executive sessions held at least twice per year without management .
- Attendance and engagement: In 2024, board held 5 meetings, all directors attended all board meetings; 9 standing committee meetings with no members attending <75% .
- Pledging/hedging: Company prohibits director hedging and pledging of ACM stock (limited pledge exception with CFO approval); shares pledged by directors: none .
Fixed Compensation
| Component | FY2024 Policy Detail | Notes |
|---|---|---|
| Annual cash retainer (Other Directors) | $27,750 | Paid in arrears |
| Lead Director retainer | $37,000 | Paid in arrears |
| Audit Committee Chair fee | $9,000 | — |
| Audit Committee member fee | $6,000 | Applicable to Pappis as Audit member |
| Compensation Committee Chair fee | $9,000 | — |
| Compensation Committee member fee | $6,000 | — |
| Nominating & Governance Chair fee | $9,000 | Expected chair role for Pappis post-Annual Meeting |
| Nominating & Governance member fee | $6,000 | — |
FY2024 director compensation policy was in effect for 2024 service and grants; Pappis joined the board in March 2025 and did not receive FY2024 director compensation .
Performance Compensation
| Element | Grant detail | Vesting | Performance Metrics |
|---|---|---|---|
| Annual non-employee director option | 20,000 options; exercise price $18.89 (granted Aug 12, 2024 to directors elected at 2024 meeting) | Vests in full immediately prior to 2025 Annual Meeting | None; time-based only |
No RSUs/PSUs disclosed for directors; director equity is stock options with time-based vesting; change-in-control acceleration applies to certain company plans but not specified for director annual options beyond standard plan terms .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Prior 5-year public boards | None disclosed |
| Interlocks with ACMR competitors/suppliers/customers | None disclosed; related-party transactions >$120,000: none since Jan 1, 2024 |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Finance | ACMR lists “Finance” as relevant skill for Pappis |
| Global operations | “Global” listed; 30-year Applied Materials experience |
| Leadership | “Leadership” listed; VP/GM roles and consulting firm leadership |
| Audit literacy | Board determined all audit committee members financially literate |
| Education | B.S. Materials Science (WPI); Executive MBA (Stanford) |
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 10,000 shares (via options exercisable within 60 days of record date) |
| Ownership % of Class A | <1% |
| Class B ownership | None disclosed |
| Vested vs unvested | 10,000 shares exercisable within 60 days; additional unvested not disclosed |
| Shares pledged as collateral | None (company reports no pledging by directors) |
| Hedging/pledging policy | Hedging prohibited; pledging generally prohibited with narrow approval exception |
Insider Filings
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY2024) | No delinquent Section 16(a) reports listed for Pappis; late filings noted for other directors' Aug 12, 2024 option grants |
Governance Assessment
- Independence and committee influence: Pappis is independent and serves on the Audit Committee, with an expected elevation to Chair of Nominating & Governance—positions that shape oversight of financial reporting and board composition/evaluation, supporting board effectiveness .
- Attendance and engagement: Board and committee attendance was strong in 2024 (100% at board; no <75% at committees), indicating a culture of engagement he is joining; executive sessions occur at least twice annually .
- Director pay alignment: ACMR compensates directors with modest cash retainers plus time-based stock options (20,000-shares grant in 2024 for incumbents), aligning with shareholder outcomes via equity, though lack of explicit performance metrics reduces pay-for-performance rigor for directors .
- Conflicts and related-party exposure: No related-party transactions >$120,000 since Jan 1, 2024; robust conflict-of-interest and whistleblower policies; hedging/pledging prohibited; shares pledged by directors: none—supports investor confidence .
- Shareholder sentiment: Say-on-pay (executives) received ~85% support at the 2024 meeting; board maintains proxy access and lead independent director structure, signaling responsiveness to governance norms .
RED FLAGS: None evident specific to Pappis—no related-party transactions, no pledging/hedging, and clean Section 16(a) disclosure. Monitor 2025 director equity grants and any committee leadership transition impacts post-Annual Meeting for alignment and workload considerations .