David H. Wang
ACM ResearchAbout David H. Wang
Founder, Chief Executive Officer, President, and Chair of ACM Research, Inc. since 1998; age 63; tenure ~27 years as a director as of April 15, 2025. He holds a Ph.D. and M.Eng. in Precision Engineering (Osaka University) and a B.S. in Precision Instruments (Tsinghua University), and is credited with inventing stress-free Cu polishing technology and holding 100+ semiconductor equipment/process patents . ACM’s pay-versus-performance data show 2024 revenue of $782 million and net income of $131 million, with cumulative TSR value rising to $245.5 vs $100 initial investment benchmark (2020–2024 series below), indicating multi-year value creation through the 2020–2024 cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
| Note: No additional past role disclosures beyond founding ACM Research in 1998 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
| Note: No other public-company directorships disclosed for Wang in the past five years . |
Fixed Compensation
Multi-year CEO compensation mix (salary, bonus, options, other):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $233,918 | $256,212 | $266,940 |
| Bonus ($) | $167,294 | $205,755 | $227,448 |
| Option Awards ($) | — | $23,067,744 | — |
| All Other Comp ($) | $3,770 | $4,264 | $4,219 |
| Total ($) | $404,982 | $23,533,975 | $498,607 |
Base salary changes:
| Named Executive Officer | Annual Base Salary 2023 | Annual Base Salary 2024 | Percent Increase |
|---|---|---|---|
| David H. Wang | $256,212 | $266,940 | 4.2% |
Program design notes:
- Salaries reviewed annually; positioned historically below peer median; incremental increases to reach market-appropriate levels .
- No tax gross-ups; limited perquisites; clawback policy adopted in 2023 for incentive comp tied to financial reporting measures .
Performance Compensation
Annual bonus framework is discretionary, based on a “totality of achievements” without preset weightings or thresholds; 2024 bonuses reflected revenue growth, improved operating margins, new products, new customers, and progress with global customers . Long-term incentives emphasize stock options; no NEO option grants in 2024, following significant grants in 2023 .
2024 CEO bonus drivers (qualitative):
| Metric/Objective | Target | Actual | Payout Basis | Notes |
|---|---|---|---|---|
| Revenue growth | Not disclosed | Achieved growth | Discretionary | Part of bonus approval inputs |
| Operating margin | Not disclosed | Improved margins | Discretionary | Part of bonus approval inputs |
| New products/customers/global progress | Not disclosed | Demonstrated progress | Discretionary | Part of bonus approval inputs |
2023 equity awards (grant specifics):
| Award | Shares | Strike/Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| ACM Research options | 1,080,000 | $13.89 | 25% at 1-year; remaining monthly over 36 months | 08/09/2033 |
| ACM Shanghai options | 1,250,000 | $7.06 (RMB 49.78) | 25% on each of first 4 anniversaries | 08/02/2028 |
| Performance-based option (2020) | 1,636,197 total potential; 545,397 vested initial tranche | $7.36 | Remaining vests at market cap thresholds ($2.553B and $3.553B) | 03/19/2030 |
Performance option results (2022 grants to other NEOs) show partial vesting/forfeitures; CEO’s 2020 market-cap-conditioned option continues to require higher market-cap triggers for additional vesting .
Equity Ownership & Alignment
Beneficial ownership and voting power (record date: April 15, 2025):
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | % Total Voting Power |
|---|---|---|---|---|---|
| David H. Wang | 7,975,755 | 13.6% | 4,166,808 | 83.0% | 57.3% |
CEO beneficial ownership details include family trusts and options exercisable within 60 days; total includes 2,190,399 options and 4,166,808 Class B as-converted . Hedging and pledging of ACM securities are prohibited for directors and employees, with rare pledge exceptions requiring CFO approval and financial capacity demonstration; no shares pledged by directors reported .
Outstanding equity awards (as of Dec 31, 2024) — CEO:
| Option Block | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Legacy grant | 210,000 | — | 0.50 | 04/30/2025 |
| Legacy grant | 1,000,002 | — | 1.00 | 12/27/2026 |
| Legacy grant | 150,000 | — | 5.60 | 04/22/2029 |
| 2020 perf.-based | 545,397 | 1,090,800 | 7.36 | 03/19/2030 |
| 2023 ACM Research | 360,000 | 720,000 | 13.89 | 08/09/2033 |
| 2023 ACM Shanghai | 312,500 | 937,500 | 7.06 | 08/02/2028 |
Insider selling/exercise activity:
| Year | Shares Acquired on Exercise (#) | Value Realized ($) |
|---|---|---|
| 2023 | 360,000 | $6,238,800 |
| 2024 | 630,000 | $14,413,500 |
Stock ownership guidelines: not disclosed. Hedging/pledging restrictions and clawbacks are in place .
Employment Terms
- Employment agreement: PRC-style employment agreements for NEOs (including Wang) with term/statutory conditions; U.S.-based CFO has no employment agreement .
- Severance: PRC statutory severance only; no CEO-specific severance multiples disclosed .
- Change-in-control economics: Stock options generally accelerate on a change in control (single-trigger), excluding the CEO’s 2020 performance-based grant; estimated CEO option acceleration value $6,102,000 as of 12/31/2024 at $15.10 share price .
- Clawbacks: Dodd-Frank-compliant clawback for incentive compensation tied to financial reporting, plus SOX clawback provisions for CEO/CFO .
Board Governance
- Roles: CEO serves as Chair; Lead Independent Director (Haiping Dun) presides over executive sessions and acts as liaison; board determined this structure provides appropriate oversight with independence mechanisms .
- Independence: Three of four director nominees are independent under Nasdaq and SEC rules; independence affirmed for Dun, Pappis, and Liu .
- Committees:
- Audit: Chair Tracy Liu; members Dun and Pappis; 5 meetings in 2024; 100% independence; Liu designated financial expert .
- Compensation: Chair Dun; member Liu; 1 meeting in 2024; 100% independence .
- Nominating & Governance: Chair Chenming Hu through AM; member Liu; 1 meeting in 2024; independence affirmed; Pappis expected to become chair upon Hu’s term completion .
- Meetings/attendance: Board held 5 meetings in 2024; all directors attended all; zero members below 75% committee attendance; independent directors meet without management .
Director compensation for Wang:
- No additional compensation for board service; CEO compensation covered in Executive Compensation disclosures .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay: ~85% support; say-on-frequency: ~83% for triennial cycle; committee concluded alignment effective; ongoing shareholder outreach noted .
- Prior say-on-pay: 2021 support >93% .
Compensation Peer Group (Benchmarking)
- 2023 peer group (14 companies) includes AOSL, AXTI, COHU, FORM, ICHR, INDI, MX, PDSF, PLAB, SMTC, SKYT, UCTT, KLIC, VECO; selection based on semiconductor equipment/materials sector, revenue, market cap, and headcount; Aon plc engaged as independent consultant; no strict percentile targeting; discretion retained .
- Updated peer mix excluded ACLS, PI, RMBS (too large) and MRAM, PXLW (too small) relative to ACM metrics; ACM revenue at 34th percentile; market cap at 19th percentile of revised group (June 2023) .
Performance & Track Record
Pay-versus-performance metrics and TSR:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | 440.4 | 462.2 | 125.4 | 317.7 | 245.5 |
| Peer Group TSR (Russell 1000, $100) | 120.3 | 151.2 | 122.0 | 153.6 | 190.5 |
| Net Income ($ millions) | 22 | 43 | 51 | 97 | 131 |
| Revenue ($ millions) | 157 | 260 | 389 | 558 | 782 |
Highlights:
- Founder-led innovation: stress-free Cu polishing; 100+ patents .
- Revenue scale-up across 2020–2024; TSR variability consistent with sector cycles .
Risk Indicators & Red Flags
- Related-party transactions: none >$120,000 since Jan 1, 2024 (other than compensation/termination arrangements); conflict of interest policy and audit committee oversight in place .
- Hedging/pledging: prohibited with limited pledge exceptions; directors reported no shares pledged .
- Tax gross-ups: none provided to NEOs .
- Option repricing: not disclosed; performance-based vesting terms explicitly described .
- Section 16(a): late Form 4 for other directors on Aug 12, 2024 grants; CEO not cited .
Compensation Structure Analysis
- 2023 shift to large option awards (CEO $23.1 million grant-date fair value; plus ACM Shanghai awards) followed by 2024 with no equity grants and modest cash increases, reducing near-term dilution and option overhang .
- Continued emphasis on at-risk equity aligns with long-term stock performance; discretionary annual bonus uses qualitative operating metrics rather than fixed targets/weights .
- No guaranteed bonuses, pensions, or golden-parachute tax gross-ups; clawback policy strengthens pay-for-performance discipline .
Employment & Contracts
| Term | Provision |
|---|---|
| Employment agreement | PRC-style agreements for NEOs (including Wang); U.S.-based CFO excepted |
| Severance | PRC statutory only; no CEO-specific severance multiples disclosed |
| Change-in-control | Single-trigger option acceleration (excludes CEO’s 2020 performance-based option); CEO estimated acceleration value $6.102 million at 12/31/2024 |
| Clawbacks | Dodd-Frank clawback for incentive comp; SOX clawback for CEO/CFO |
| Non-compete/solicit | Not disclosed |
Investment Implications
- Alignment: Wang’s substantial ownership (57.3% of total voting power) and long option duration create strong alignment with long-term value creation; hedging/pledging restrictions and clawbacks reinforce governance .
- Dual-role governance: CEO also serves as Chair; mitigated by Lead Independent Director and fully independent committees; still a typical independence concern for some investors .
- Incentive structure: 2023 option grants materially increased equity at-risk; absence of 2024 grants tempers dilution and near-term insider selling pressure, though recent exercises indicate monetization cadence to monitor .
- Change-of-control risk: Single-trigger acceleration raises transaction-cost considerations; no severance multiples limits cash outlay but increases option acceleration impact .
- Supportive shareholder signals: Strong say-on-pay support (85% in 2024; 93% in 2021) and peer benchmarking via Aon suggest compensation program acceptability; however, pay-mix shifts should be monitored against TSR and operating performance .