Tracy Liu

About Tracy Liu

Tracy Liu, age 60, has served on ACM Research’s board since 2016 (nine years of tenure). She is an independent director, a Certified Public Accountant, and serves as Audit Committee Chair and audit committee financial expert. Liu is CEO and Founder of HM CPA Services, P.C. (since Nov 2023) and Managing Partner of H&M Int’l CPAs, LLP (since Jan 2017); she previously founded H&M Financial Consulting (2006–2016). She holds a B.S. from Nankai University and a Master of Accounting and Tax from Golden Gate University and is a member of the AICPA .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Audit Committee: Chair; designated audit committee financial expert; committee independent; 5 meetings in 2024 .
  • Compensation Committee: Member; 1 meeting in 2024 .
  • Nominating & Governance Committee: Member; 1 meeting in 2024; committee expected to appoint Charles Pappis as chair post-2025 AGM to replace Chenming Hu (not standing for re-election) .
• Independence: Board determined Tracy Liu meets Nasdaq and SEC independence requirements (Rules 10A-3 and 10C-1) .
• Attendance and engagement (2024):
  • Board meetings: 5; all directors attended all meetings .
  • Committee meetings: 9 total; zero members attended fewer than 75% (implies Liu ≥75% attendance across her committees) .
  • Audit Committee specifically: 5 meetings; all members attended at least 75% .
  • Compensation Committee: one meeting, both members attended ; Nominating & Governance: one meeting, both members attended .
• Board structure and leadership:
  • Lead Independent Director: Yes (Haiping Dun) .
  • Independent directors meet without management: Yes .
• Election outcome (2025 AGM):
  • Liu received 116,265,577 “For” and 8,881,981 “Withhold”; broker non-votes 7,280,000 .

Fixed Compensation

• Program structure (2024): Cash retainers + annual stock option grant; cash paid in arrears .
• 2024 annual cash retainers schedule:
  • Other Directors $27,750; Audit Chair $9,000; Compensation Member $6,000; Nominating & Governance Member $6,000 .
• 2024 actual compensation for Liu:
  • Cash fees: $41,250; Option awards grant-date fair value: $268,400; Total: $309,650 .
• 2023 (prior year) for comparison:
  • Cash fees: $57,500 (includes $20,000 for a special subcommittee); Option awards grant-date fair value: $549,967; Total: $607,467 .

Key implications:

• YoY, cash fees decreased (no special subcommittee fee in 2024), and equity grant fair value normalized as 2023 included both annual options and separate subsidiary (ACM Hanguk) board options .

Performance Compensation

• Structure: Non-employee director equity delivered as annual stock options; vesting time-based (not performance-conditioned) through the next annual meeting; no director performance metrics disclosed .
• 2024 grant: Non-qualified option for 20,000 shares at $18.89 (grant date Aug 12, 2024); vests in full immediately prior to the 2025 Annual Meeting, subject to continued service .
• 2023 grants: Annual ACMR option for 24,000 shares at $13.89; additional 30,000-share option for service on ACM Hanguk board, vesting 25% at year one then monthly over 36 months .

Other Directorships & Interlocks

Expertise & Qualifications

• Designated audit committee financial expert by the board .
• CPA; extensive international accounting/tax expertise; leadership in professional services .
• Board skills: Finance, Leadership, Global .

Equity Ownership

Additional alignment controls:

• Shares pledged by directors: None .
• Hedging and pledging generally prohibited under Restated Insider Trading Policy (limited exception with CFO approval) .

Governance Assessment

• Strengths:
  • Independent director with deep financial expertise; Audit Chair and SEC-designated financial expert (supports audit oversight and risk controls) .
  • Active engagement: 100% board attendance in 2024; no directors or committee members below 75% threshold .
  • No related-party transactions involving Liu since Jan 1, 2024 (reduces conflict risk) .
  • Election result: Re-elected at 2025 AGM; “For” votes 116,265,577 vs. 8,881,981 “Withhold” (useful sentiment read-through for investors) .
• Watch items / potential red flags:
  • Delinquent Section 16(a) filing: one late Form 4 for options granted Aug 12, 2024 (administrative, but notable) .
  • Director equity uses stock options (not RSUs/DSUs); time-based vesting lacks explicit performance linkage for directors (common, but offers less direct pay-performance alignment) .
• Compensation structure signals:
  • 2024 director pay returned to a simpler annual option grant after an elevated 2023 equity value that included subsidiary board options and a one-time subcommittee fee (reduces complexity/interlock optics) .

Fixed Compensation (Detail)

Related-Party & Conflicts

• Policy framework: Conflict of Interest Policy; audit committee reviews related-party transactions .
• Transactions: None >$120,000 since Jan 1, 2024 involving directors or immediate family (includes Liu) .
• Indemnification: Standard director indemnification agreements in place .

Say-on-Pay & Shareholder Feedback (Context for governance quality)

• 2024 say-on-pay approval: ~85% support (triennial cadence chosen by shareholders) .
• 2025 AGM focused on director elections and auditor ratification; no say-on-pay on ballot .

Director Election (2025 AGM) — Vote Detail

Insider Filing Compliance

Overall, Liu’s profile demonstrates strong board effectiveness in oversight (Audit Chair with financial expert designation), independence, and attendance, with no related-party exposures disclosed. The minor 2024 late Form 4 is an administrative watch item, while compensation structure is conventional for non-employee directors, with 2024 normalizing after 2023’s subsidiary board grant .