Jian Wang

About Jian Wang

Jian Wang is Chief Executive Officer and President of ACM Research (Shanghai), Inc. (since November 2019) and a named executive officer of ACM Research, Inc.; he is 60 years old and has been with ACM since 2011 . He holds an M.S. in Computer Science (Northwestern Polytechnic University), an M.S. in Marine Engineering (Kobe University), and a B.S. in Mechanical Engineering (Southeast University) . Company performance context during his senior leadership tenure shows strong multi‑year revenue and net income growth with positive long‑term TSR versus the Russell 1000; the compensation program cites revenue and operating margin as the most important pay–performance measures .

Company performance context (fiscal years)

Past Roles

External Roles

No external public company directorships or outside roles disclosed for Jian Wang .

Fixed Compensation

Multi‑year cash compensation (USD)

Design and governance highlights

• No formal target bonus policy; the Compensation Committee uses discretion based on company and individual outcomes (no specific weightings) .
• Independent Compensation Committee; external consultant Aon advised on program design and peer group .
• Say‑on‑pay support in 2024 was ~85% and triennial frequency support ~83% .

Performance Compensation

Equity awards granted (grant‑date fair value, USD)

2024 annual cash bonus linkage (qualitative design; no pre‑set weights)

Policy anchors and risk controls

• Clawback policy (Dodd‑Frank compliant) for incentive comp tied to financial measures, including stock price/TSR, adopted in 2023 .
• Hedging and pledging prohibited for employees and directors; limited pledge exceptions require approval (CFO, or CEO for CFO) .
• No tax gross‑ups; no significant perquisites; PRC‑based NEOs participate in standard benefits .

Equity Ownership & Alignment

Beneficial ownership and voting influence (as of April 15, 2025)

Vested vs. unvested options (as of 12/31/2024)

Additional alignment factors

• No 2024 equity grants to NEOs; outstanding ACM Shanghai options vest through Aug 2027, creating ongoing retention hooks –.
• No hedging or pledging permitted absent approved exception; no pledging by Jian is disclosed .
• 2024 Form 4 activity: Jian is not listed among those with late Form 4s; 2024 option exercise table shows no Jian exercises in 2024 (reduces immediate selling pressure signal) .

Employment Terms

• Contract framework: PRC‑based NEOs (including Jian) have employment agreements with statutory terms; no special U.S.‑style severance multiples .
• Severance: PRC statutory severance as required by applicable law; no separate severance multiple for Jian disclosed .
• Change‑in‑control: Company option awards generally accelerate on a change in control (single‑trigger), with entity‑specific provisions; Jian’s ACM Shanghai options accelerate upon a defined CoC of ACM Shanghai .
• CoC value disclosure: Company’s CoC vesting table shows amounts for certain NEOs, and “—” for Jian under the parent‑company CoC scenario (his acceleration applies at the ACM Shanghai entity level) .
• Clawback: Dodd‑Frank compliant recoupment policy adopted in 2023; SOX reimbursement applicable to CEO/CFO .
• Other: No pension/SERP beyond statutory PRC benefits; no tax gross‑ups; limited perquisites .

Compensation Structure Observations

• Mix shift and leverage: Program emphasizes equity (stock options) over cash, aligning long‑term value with shareholders; 2024 featured higher cash (bonus) but no new NEO option grants .
• Discretion vs. formula: Cash bonuses remain fully discretionary without preset thresholds/targets/maximums; Committee cited revenue growth, operating margin, and product/customer progress for 2024 payouts .
• Governance: Independent committee; Aon engaged to advise; peer group used as reference rather than strict benchmarking .
• Say‑on‑pay: Broad shareholder support at ~85% in 2024; triennial vote frequency supported by ~83% .

Compensation Peer Group (reference)

Alpha and Omega Semiconductor (AOSL); AXT (AXTI); Cohu (COHU); FormFactor (FORM); Ichor (ICHR); Indie Semiconductor (INDI); Kulicke & Soffa (KLIC); Magnachip (MX); PDF Solutions (PDSF); Photronics (PLAB); Semtech (SMTC); SkyWater (SKYT); Ultra Clean (UCTT); Veeco (VECO) .

Risk Indicators & Red Flags

• Related parties: No related‑party transactions since Jan 1, 2024; however, governance note that David H. Wang (CEO) and Jian Wang are brothers .
• Hedging/pledging: Prohibited absent exception; no pledging disclosed for Jian .
• Equity award modifications/repricing: None disclosed; no 2024 option grants to NEOs .
• Section 16 compliance: 2024 late Form 4s noted for certain directors, not indicating issues for Jian .
• Say‑on‑pay: Supportive outcome reduces immediate compensation governance risk .

Investment Implications

• Alignment: Jian’s beneficial ownership (including Class B) provides 2.2% voting power, and significant ACM Shanghai unvested options vesting through Aug 2027 reinforce retention and long‑term alignment –.
• Selling pressure timing: No 2024 exercises by Jian were disclosed; next potential supply overhang dates cluster around the annual ACM Shanghai vesting anniversaries (Aug 3, 2025–2027), subject to blackout windows and personal liquidity decisions .
• Retention and CoC dynamics: Lack of special cash severance and single‑trigger equity acceleration at the ACM Shanghai entity level suggest retention is primarily driven by unvested equity value; a subsidiary‑level CoC could accelerate options and change incentive horizons .
• Pay–performance rigor: Discretionary bonuses tied qualitatively to revenue growth and margins provide flexibility but less predictability; nonetheless, multi‑year company growth and TSR support the 2024 payout rationale .
• Governance watch‑items: Family relationship at the top (CEO and Jian) requires continued board oversight; no recent related‑party transactions and broad say‑on‑pay support partially mitigate governance risk .