Sotheara Cheav
ACM ResearchAbout Sotheara Cheav
Sotheara Cheav, 73, is Senior Vice President, Manufacturing at ACM Research, Inc. (parent) since April 2025; he previously served as SVP, Manufacturing at ACM Research (Shanghai), Inc., and before that VP, Manufacturing, with earlier roles in manufacturing leadership since 2011. He holds a B.S. in Science and Technology from the University of Cambodia and an A.S. in Electronics from Bay Valley Technical Institute . In May 2025 he adopted a Rule 10b5-1 plan permitting option exercises and sales of up to 21,152 Class A shares through May 16, 2026, indicating pre-scheduled liquidity activity . Company-level performance drivers referenced in 2024 compensation decisions included revenue growth, improved operating margins, and progress on new products and customers; the proxy also provides pay-versus-performance disclosures linking compensation to TSR, revenue, and net income trends, though not at the individual executive level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ACM Research, Inc. | Senior Vice President, Manufacturing | Apr 2025–Present | — |
| ACM Research (Shanghai), Inc. | Senior Vice President, Manufacturing | May 2019–Mar 2025 | — |
| ACM Research (Shanghai), Inc. | Vice President, Manufacturing | Jan 2015–May 2019 | — |
| ACM Research (Shanghai), Inc. | Director of Manufacturing | 2011–Dec 2014 | — |
Fixed Compensation
- Not individually disclosed: Cheav was not a Named Executive Officer (NEO) for 2024, so his base salary and cash bonus are not presented in the Summary Compensation Table .
- Program design context (company): Base salary is reviewed annually and set without strict formulas; the committee cited market adjustments in 2024. Annual bonuses are discretionary with no fixed weightings or formal targets; 2024 bonuses considered revenue growth, margin improvement, and progress on products/customers/global accounts .
- Hedging/pledging prohibited (with limited, pre-approved exceptions) and a clawback policy was adopted in 2023 covering incentive compensation tied to financial reporting measures (including stock price and TSR) for the prior three fiscal years in the event of a restatement .
Performance Compensation
| Metric (used to inform 2024 cash bonuses) | Weighting | Targets disclosed | Actuals disclosed | Payout determination | Vesting |
|---|---|---|---|---|---|
| Revenue growth | None – fully discretionary | Not specified | Company cited 2024 revenue growth | Committee approved 2024 cash bonuses at its discretion | N/A (cash) |
| Operating margin improvement | None – fully discretionary | Not specified | Company cited improved operating margins | Committee approved 2024 cash bonuses at its discretion | N/A (cash) |
| Progress on new products | None – fully discretionary | Not specified | Progress cited | Committee approved 2024 cash bonuses at its discretion | N/A (cash) |
| New customers and progress with global customers | None – fully discretionary | Not specified | Progress cited | Committee approved 2024 cash bonuses at its discretion | N/A (cash) |
Additional equity design context:
- Long-term incentives are primarily stock options; grants are episodic, priced at fair market value, and sometimes include performance conditions; no NEO stock options were granted in 2024 .
Equity Ownership & Alignment
Insider trading plan and potential selling pressure
| Item | Detail |
|---|---|
| Rule 10b5-1 plan adoption | May 15, 2025 |
| Plan scope | Exercise-and-sell of up to 21,152 Class A shares |
| Trading window | Aug 15, 2025 through May 16, 2026 (or earlier if completed/terminated) |
| Scale vs. Class A outstanding | Amount |
|---|---|
| Class A shares outstanding (Apr 15, 2025) | 58,842,693 |
| Max shares under Cheav’s plan | 21,152 |
| Approximate % of Class A outstanding | ~0.04% (21,152 / 58,842,693) |
Governance safeguards
- Hedging, pledging, and short sales of ACM securities are prohibited; any pledge requires advance approval (CFO approval, with CEO approval required for CFO pledges) .
- Clawback policy (Oct 2, 2023 onward) applies to incentive compensation based on financial reporting measures (including stock price and TSR) in the event of a restatement, regardless of fault; CEO/CFO are also subject to SOX clawbacks .
Note: The proxy’s beneficial ownership table lists directors and NEOs individually, plus the total group; Cheav is not individually listed because he was not a 2024 NEO or a director .
Employment Terms
| Provision | Terms (per filings) | Applicability |
|---|---|---|
| Employment agreements (PRC) | PRC-based executives typically have employment agreements with term and statutory terms; these agreements generally do not include compensatory terms | Relevant historically to PRC-based executives; Cheav’s prior roles were at ACM Shanghai |
| Annual bonus policy | No established formulaic bonus plan; fully discretionary based on individual and company performance and objectives without specific weightings | Company-wide program context |
| Change-in-control (CIC) equity treatment | Employee stock options under the 2016 Plan generally accelerate upon a CIC, except the CEO’s 3/20/2020 performance option; this is single-trigger acceleration (upon CIC) as described | Cheav has options (per 10b5-1 plan), so his awards would generally follow plan terms |
| Severance | PRC-based executives may be entitled to statutory severance under applicable law; otherwise, no company CIC/termination severance contracts for NEOs beyond option acceleration | |
| Clawbacks and policies | 2023 clawback compliant with Dodd-Frank; anti-hedging/pledging policy in insider trading policy | |
| Tax gross-ups | Company discloses no tax gross-ups |
Investment Implications
- Scheduled selling under a 10b5-1 plan suggests planned liquidity but limited supply overhang: up to 21,152 shares through May 2026 is approximately 0.04% of Class A outstanding, a de minimis potential flow relative to float .
- Incentive alignment is mixed: options provide upside alignment and would accelerate on a change-in-control, potentially increasing focus on strategic optionality; however, the discretionary cash bonus framework reduces direct line-of-sight from explicit performance targets to payout at the individual level .
- Governance protections (clawback; anti-hedging/pledging) are positives for investor alignment and reduce agency risk tied to inappropriate risk-taking or hedging behavior .
- Data gaps: As Cheav was not a 2024 NEO, specific base salary, bonus paid, equity grant details, and individual ownership are not disclosed—monitor future proxies and Form 4 filings for updated ownership and transaction detail to refine retention risk and alignment assessments .