Stephen S. Pang
About Stephen S. Pang
Stephen S. Pang is Chief Financial Officer (Principal Financial Officer) of AirJoule Technologies Corporation, serving since May 2024; he was 43 years old as of April 8, 2025 . He previously was Managing Director and Portfolio Manager at TortoiseEcofin Investments; he served as CFO of Tortoise Acquisition Corp. (merged with Hyliion in Oct 2020; later a director and audit committee member at Hyliion until Feb 2024) and CFO/Director of Tortoise Acquisition Corp. II (merged with Volta in Aug 2021; Volta was acquired by Shell USA in Mar 2023). Earlier, he worked in Equity Capital Markets at Credit Suisse and eight years in Citigroup’s Investment Banking Division. He holds a B.S. in Business Administration from the University of Richmond and is a CFA charterholder .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TortoiseEcofin Investments | Managing Director & Portfolio Manager | From 2014 | Led public and private direct investments across energy transition/infrastructure strategies . |
| Tortoise Acquisition Corp. (Hyliion) | Chief Financial Officer; Director/Audit Committee member post-merger | CFO through Oct 2020; Director until Feb 2024 | Completed SPAC business combination with Hyliion (NYSE: HYLN) in Oct 2020; ongoing board service to Feb 2024 . |
| Tortoise Acquisition Corp. II (Volta) | Chief Financial Officer and Director | Through Aug 2021 | Completed SPAC business combination with Volta in Aug 2021; Volta later acquired by Shell USA in Mar 2023 . |
| Credit Suisse | Director, Equity Capital Markets Group | 2012–2014 | Equity underwriting/corporate finance (energy sector) . |
| Citigroup Global Markets | Investment Banking Division | 8 years through 2012 | Equity underwriting and corporate finance in energy sector . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hyliion Inc. (NYSE: HYLN) | Director; Audit Committee Member | Oct 2020 – Feb 2024 | Continued service following Tortoise Acquisition Corp. merger with Hyliion . |
Fixed Compensation
| Item | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Base Salary | $300,000 (effective May 1, 2024) | Approved by Compensation Committee . |
| 2024 Salary Paid | $193,846 | Partial-year pay reflecting May–Dec 2024 commencement . |
| Target Bonus (% of base) | 50% of base salary | Set May 1, 2024 . |
| 2024 Actual Bonus Paid (Non-Equity Incentive) | $150,000 (paid March 2025) | Based on Company and individual performance goals . |
| Perquisites | None material disclosed | Company states it did not provide material perquisites in 2024 . |
| Retirement | 401(k) with up to 4% match (effective Jan 2025) | No 2024 employer match (plan began 2025) . |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Company and individual performance goals (specific metrics not disclosed) | Not disclosed | Target = 50% of base | $150,000 paid Mar 2025 | N/A |
| RSUs (6/6/2024 grant) | Time-based | N/A | 25,000 units | Grant-date FV included in $600,675 total 2024 stock awards | 25% on each of first 4 anniversaries of 6/6/2024, subject to service . Accelerates on death/disability; double-trigger CoC acceleration with termination without cause/good reason within window . |
| RSUs (9/9/2024 grant) | Time-based | N/A | 67,500 units | Included in $600,675 2024 stock awards | Same schedule: 25% annually from 6/6/2024 vesting commencement . |
| Stock Options (6/6/2024 grant) | Time-based | N/A | 65,832 options @ $10.23; expiry 6/6/2034 | Grant-date FV included in $479,711 2024 option awards | 25% on 6/6/2025; remainder in 12 equal quarterly installments thereafter; acceleration on death/disability and double-trigger CoC . |
| Stock Options (9/9/2024 grant) | Time-based | N/A | 177,747 options @ $10.23; expiry 6/6/2034 | Included in $479,711 2024 option awards | Same vesting schedule; vesting commencement 6/6/2024 per plan accounting . |
- Policy mechanics: Insider Trading Policy enforces quarterly blackout periods, requires pre-clearance for officers, and allows 10b5-1 plans; hedging, derivatives, margin and pledging are prohibited absent board approval . Sell-to-cover for taxes on vesting and ESPP participation are permitted exceptions .
Equity Ownership & Alignment
| Ownership Detail | Figure | Notes |
|---|---|---|
| Total Beneficial Ownership | 84,019 shares (includes derivatives within 60 days) | Footnote indicates components below . |
| Ownership as % of Outstanding | <1% | 56,454,161 shares outstanding as of Apr 8, 2025 . |
| Options exercisable within 60 days (as of Apr 8, 2025) | 60,894 options | Included in beneficial ownership under SEC rules . |
| RSUs vesting within 60 days (as of Apr 8, 2025) | 23,125 RSUs | Included in beneficial ownership . |
| Shares Pledged | Prohibited by policy for officers (no pledging/margin) | Company policy bans pledging/margin accounts for officers . |
| Stock Ownership Guidelines | Not disclosed | Compensation Committee administers any guidelines, but no multiples disclosed . |
| 10b5-1 trading plans | No adoption/termination by directors/officers in Q4’24 and Q3’25 | Reduces pre-programmed selling signals in these periods . |
Employment Terms
| Term | Non-CIC Termination (without cause / for good reason) | CIC-Related Termination (double-trigger) |
|---|---|---|
| Severance (salary) | 9 months base salary continuation | 12 months base salary lump-sum |
| COBRA | Up to 9 months company-subsidized COBRA | 12 months equivalent COBRA subsidy lump-sum |
| Bonus | Not specified | 100% of target annual cash bonus lump-sum |
| Equity | Per award agreements (see acceleration terms below) | Per award agreements (RSUs/options accelerate on double-trigger) |
| Conditions | Release of claims; restrictive covenant compliance; 280G cutback if beneficial | Same |
Acceleration and vesting terms (awards): Unvested options/RSUs vest fully upon death/disability; upon termination without cause within 3 months prior to or 12 months following a change in control, or resignation for good reason within 12 months following a change in control, subject to release .
Risk, Policies, and Governance Signals
- Clawback: Compensation Recovery Policy aligned with SEC/Nasdaq; a Q1 2024 restatement did not trigger any recoupment as no incentive comp was affected .
- Insider Trading Controls: Blackouts, pre-clearance, no hedging/derivatives, no pledging or margin accounts for officers; 10b5-1 plans permitted under stringent cooling-off periods .
- Capital Markets: AIRJ has an effective universal shelf registration statement for up to $150 million of securities; CFO is an authorized signatory/attorney-in-fact on the registration (general corporate issuance rather than a selling stockholder registration) .
Investment Implications
- Pay-for-performance alignment: Cash comp is modest with a 50% target bonus; equity is significant and time-based (options and RSUs) vesting over four years, creating retention hooks and alignment via upside participation. Double-trigger change-in-control vesting is standard and mitigates “golden parachute” optics; no tax gross-ups disclosed .
- Selling-pressure/overhang: First major vest date is June 6 each year (25% tranches) with quarterly option vesting thereafter; expect periodic sell-to-cover for tax withholding per policy, but hedging and pledging are prohibited, and no recent 10b5-1 adoptions/terminations were reported in Q4’24 or Q3’25, tempering near-term programmatic selling signals .
- Ownership and influence: Personal beneficial stake is small (<1%), but unvested equity is meaningful; broader insider group controls a majority of shares, which can stabilize governance but may pressure minority investor influence. Monitor future proxy updates for any adoption of executive stock ownership guidelines and any changes in severance/CIC economics .
- Execution track record: Pang brings SPAC CFO and public markets experience (Hyliion, Volta) and capital markets expertise (Credit Suisse, Citigroup), supportive of financing and scaling phases; watch subsequent filings for disclosure of explicit performance metrics tied to bonuses/equity as the company matures .
Appendix: Grant and Vesting Details
- Options: 65,832 options granted 6/6/2024 at $10.23; 177,747 options granted 9/9/2024 at $10.23; both expiring 6/6/2034; 25% vests on 6/6/2025, remainder quarterly thereafter; full acceleration on death/disability and double-trigger CIC .
- RSUs: 25,000 units (6/6/2024 grant) and 67,500 units (9/9/2024 grant); 25% vests on each of the first four anniversaries of 6/6/2024; full acceleration on death/disability and double-trigger CIC .