Isida Tushe
Microvast HoldingsAbout Isida Tushe
Isida Tushe (age 38) is President, General Counsel, Corporate Secretary, and a Class III Director at Microvast Holdings, Inc. (MVST). She has served as General Counsel since March 15, 2023, Corporate Secretary since May 8, 2023, was appointed President on April 18, 2024, and was elected to the Board in 2024 with a term expiring at the 2027 Annual Meeting; she is not an independent director under Nasdaq rules . Recent incentive design at MVST included a 2022 PSU program for the CEO based on relative TSR (payout at 60% of target over 1/1/2022–12/31/2024), and a 2023 short‑term cash incentive program tied equally to revenue and adjusted gross margin; in 2024, MVST did not set formal STI goals and granted discretionary bonuses due to volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DC Green Bank | General Counsel & Corporate Secretary | — | Oversaw all legal and compliance matters |
| mPhase Technologies, Inc. | General Counsel & Corporate Secretary | — | Oversaw all legal and compliance matters |
| FFP New Hydro LLC | General Counsel | — | Oversaw legal and lobbying for low-impact hydro generation & storage |
| Pine Gate Renewables, LLC | VP & Senior Counsel | — | Structured finance, M&A, project finance & development, IP, corporate governance |
| FuelCell Energy, Inc. | VP of Project Finance & Counsel | — | Structured finance, project finance, commercial & legal |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company board roles disclosed in MVST filings . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 450,000 | Not established for 2024 due to no formal STI program | 125,000 |
- Base salary increased from $250,000 to $450,000 effective December 1, 2024 .
- 2024 discretionary bonus granted due to goal‑setting challenges amid volatility .
Performance Compensation
Short-Term Incentives (STI)
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Discretionary cash bonus | n/a | n/a | n/a | 125,000 | Cash; not subject to vesting |
Context: In 2023, MVST’s STI framework for NEOs used revenue and adjusted gross margin (each 50% weighting); however, MVST did not establish a formal STI program for 2024 and used one‑time cash bonuses instead .
Long-Term Incentives (Equity)
| Grant Date | Award Type | Quantity (#) | Exercise/Grant Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Dec 1, 2024 | Stock Options | 1,000,000 | 1.29 | 12/5/2034 | 1/3 each on Nov 8, 2025, 2026, 2027; continued employment required |
| Mar 15, 2023 | Stock Options | 100,000 (33,334 exercisable; 66,666 unexercisable at 12/31/24) | 1.30 | 3/15/2033 | 1/3 each on Mar 15, 2024, 2025, 2026; continued employment required |
| Aug 9, 2023 | Stock Options | 300,000 (100,000 exercisable; 200,000 unexercisable at 12/31/24) | 2.08 | 8/9/2033 | 1/3 each on Aug 9, 2024, 2025, 2026; continued employment required |
- MVST’s equity award practices avoid timing grants around material non‑public information; annual grants generally occur in December .
- MVST maintains a clawback policy compliant with Nasdaq listing standards, covering incentive‑based compensation upon financial restatement .
Equity Ownership & Alignment
| As of | Beneficial Ownership (# shares) | % of Outstanding | Exercisable Options (#) | Unexercisable Options (#) |
|---|---|---|---|---|
| Aug 26, 2025 (Record Date) | 266,666 | <1% | 266,667 (presently exercisable stock options) | — |
| Dec 31, 2024 | — | — | 133,334 (33,334 @ $1.30; 100,000 @ $2.08) | 1,266,666 (1,000,000 @ $1.29; 66,666 @ $1.30; 200,000 @ $2.08) |
- Anti‑hedging and anti‑pledging: Officers and directors are prohibited from hedging MVST securities and from holding them in margin accounts or pledging as collateral; transactions require pre‑approval under the Insider Trading Policy .
Employment Terms
- No individual employment agreement, severance, or change‑of‑control terms for Ms. Tushe are disclosed in the proxy; employment/severance summaries in the filing cover the CEO and COO only .
- MVST has entered into indemnity agreements with certain officers and directors, providing indemnification to the fullest extent permitted under Delaware law and the bylaws .
Board Governance and Director Service
| Board | Class | Term Expiration | Committee Memberships | Independence |
|---|---|---|---|---|
| MVST Board of Directors | Class III | 2027 Annual Meeting | Not a member of Audit, Compensation, or N&GC (committees composed of independent directors; current members listed exclude Tushe) | Not independent under Nasdaq rules |
- Board reduced to five directors on Aug 25, 2025, with three Class III directors (Yang Wu, Isida Tushe, Yixin Pan) .
- Board meeting cadence: The full Board met 25 times in Fiscal 2024; each member attended ≥75% of meetings of the Board and applicable committees .
- Executive sessions: Independent directors hold executive sessions; chair of the N&GC presides .
- Director compensation: Proxy table covers non‑employee directors only; employee directors like Ms. Tushe are not listed in director fee/RSU tables .
Trading and Compliance Signals
- Upcoming vest dates for Ms. Tushe’s 1,000,000 options (Nov 8, 2025/2026/2027) may create windows for option exercises and potential Form 4 activity; pre‑clearance is required under MVST’s Insider Trading Policy .
- Section 16(a) reporting: One late filing by Ms. Tushe reporting two transactions was noted; MVST flagged several late filings for certain insiders during the preceding year .
Investment Implications
- Pay mix signals: 2024 compensation for Ms. Tushe shifted toward time‑vested options (no PSUs), plus a discretionary cash bonus amid volatile conditions—aligns retention with service duration rather than explicit performance targets, which may temper near‑term pay‑for‑performance linkage .
- Vesting overhang: 1,000,000 options granted in Dec 2024 vest in equal thirds across Nov 8, 2025–2027, creating predictable supply events; monitor insider trading windows and liquidity needs around those dates .
- Governance/independence: As an executive officer and director, Ms. Tushe is not independent, and MVST’s three key committees are fully independent—mitigating dual‑role concerns at the committee level, though Board oversight is influenced by the CEO’s combined Chair/CEO role .
- Alignment protections: Anti‑hedging/pledging and clawback policies reduce misalignment risk and support shareholder‑friendly governance; continued adherence limits leverage‑related selling pressure and post‑restatement windfalls .
- Consultant oversight: FW Cook engagement for 2024 suggests structured benchmarking and independent advice for executive compensation; no consultant conflicts reported .