Yang Wu
Microvast HoldingsAbout Yang Wu
Yang Wu, age 59, is Microvast’s Founder, Chief Executive Officer, and Chairman, serving since the company’s inception in October 2006 and as a Class III director re‑elected in 2024; he holds a bachelor’s degree from Southwest Petroleum University and is a U.S. citizen residing in the U.S. . Under his leadership, Microvast’s FY 2024 revenue grew 24% year over year to $379.8 million, with backlog of $401.3 million; in Q3 2025, revenue rose 21.6% to $123.3 million and gross margin increased to 37.6% . His 2022 performance stock units (PSUs) were tied to relative total shareholder return (TSR); the three‑year TSR was −53.53% with 30th percentile performance, earning 60% of target . YTD 2025 adjusted EBITDA turned positive at $76.3 million versus negative $53.5 million YTD 2024, reflecting operational improvements despite a GAAP net loss .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microvast Holdings, Inc. | Founder, Chairman & CEO | 2006–present | Founded and scaled vertically integrated battery platform; pivoted ESS strategy and drove growth |
| Omex Environmental Engineering Co., Ltd. | CEO (founder) | 2000–2006 | Built and exited via sale to Dow Chemical in 2006 |
| Omex Engineering & Construction Inc. | CEO (founder) | 1996–2000 | Led engineering and construction operations |
| World Wide Omex, Inc. | Founder | 1989–1996 | Oilfield services agent; early entrepreneurial experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in MVST filings | — | — | No external public company directorships disclosed |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 550,008 | As disclosed in SCT |
| 2024 | 564,480 | Increased effective Dec 1, 2024 |
Performance Compensation
| Year | Program | Metric(s) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|---|
| 2023 | Short‑Term Cash Incentive | Revenue; Adjusted Gross Margin | 50% / 50% | CEO target 30% of base salary ($165,000) | Revenue below threshold; Adj GM at max | 60% of target → $99,000 paid |
| 2024 | Short‑Term Incentive | None (volatility) | — | — | — | No STI; one‑time cash bonuses to other NEOs only (not Wu) |
| 2022–2024 | PSUs (Relative TSR) | TSR vs peers | Not disclosed | Target at 50th percentile | Actual 30th percentile; TSR −53.53% | 60% of target earned |
Long‑Term Incentives (Grants affecting Wu)
| Grant Date | Instrument | Shares/Units | Vesting | Grant Fair Value ($) |
|---|---|---|---|---|
| Dec 1, 2024 | RSUs | 500,000 | Fully vested at grant | 590,000 |
| 2022 (performance period 1/1/2022–12/31/2024) | PSUs | Not disclosed | Vests per certified TSR results | Earned at 60% of target (payout per plan) |
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Components and Notes |
|---|---|---|---|
| Yang Wu | 141,068,036 | 43.4% | Includes: (i) up to 50,000,000 shares via conversion of $25M convertible loans (2 shares/$1 principal); (ii) 5,500,000 warrants; (iii) 2,000,000 shares held by his children with sole voting and shared dispositive power |
| Shares pledged as collateral | Prohibited | — | Company policy prohibits pledging and hedging by officers/directors |
| Vested vs Unvested at 12/31/2024 | No unvested awards disclosed for Wu | — | Outstanding equity awards table shows no unvested RSUs/options for Wu |
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Agreement | Employment Agreement | 3‑year term; auto‑renews for 12‑month periods unless notice is given |
| Termination (any reason) | Base/earned bonus | Accrued salary; prior‑year earned bonus |
| Death/Disability | Pro‑rata bonus; Acceleration | Pro‑rata bonus for year of event; full acceleration of pre‑effective‑date awards if within initial 3‑year term; post‑effective‑date awards per plan |
| Without Cause / Good Reason (pre‑CIC) | Cash Severance | 2.5× (base + greater of 3‑yr avg bonus or current target), paid monthly over 30 months; certain acceleration for pre‑effective awards |
| Without Cause / Good Reason (on or within 2 years post‑CIC) | Cash & Equity | 3× (base + greater of 3‑yr avg or current target) lump sum; pro‑rata bonus; full acceleration of all outstanding equity awards |
| Restrictive Covenants | Non‑compete, Non‑solicit, Confidentiality | 18‑month non‑compete and non‑solicit; confidentiality as long as information remains non‑public |
| Clawback | Compensation Recovery Policy | Mandatory recoupment of excess incentive compensation upon restatement per Nasdaq rules |
Board Governance
- Board Service: Class III director; Chairman of the Board; CEO; elected to Board in 2021 and re‑elected in 2024 .
- Board Structure: Combined Chair/CEO role permitted under Corporate Governance Guidelines; Board reserves flexibility to separate roles as appropriate .
- Independence: Board determined 3 of 5 directors (Pan, Ying, Wong) are independent; committees are fully independent .
- Committees: Audit (Chair: Arthur Wong; members Pan, Ying); Compensation (Chair: Yixin Pan; members Wong, Ying); Nominating & Corporate Governance (Chair: Yixin Pan; members Wong, Ying) .
- Attendance: Board met 25 times in Fiscal 2024; each member attended ≥75% of Board/committee meetings; annual meeting attendance expected .
- Wu Director Nomination Rights: Stockholders Agreement grants Wu rights to nominate “Wu Directors” proportional to his ownership; Board size changes require affirmative vote of Wu Directors .
- Director Compensation Policy: Lead Independent Director retainer exists ($25,000), along with committee chair retainers; non‑employee director RSU program .
Compensation Structure Analysis
- Mix and Trends: 2024 CEO equity award was fully vested RSUs at grant (500,000 units; $590,000 GDFV), reducing retention leverage versus multi‑year vesting; 2024 had no formal STI program, indicating elevated discretion amid volatility .
- Performance Linkage: 2023 STI used revenue and adjusted gross margin equally weighted; asymmetric payout when revenue missed threshold but margin hit max led to 60% payout of target for CEO ($99,000), showing design sensitivity to margin resilience .
- PSUs and Relative TSR: 2022 PSUs paid at 60% of target on 30th percentile relative TSR with −53.53% absolute TSR over 3 years, moderating payout when shareholder returns underperformed .
- Clawback & Policies: Mandatory clawback adopted under Nasdaq rules; strict anti‑hedging/anti‑pledging enhances alignment .
- Consultant: FW Cook engaged; Compensation Committee confirmed advisor independence .
Director Compensation (for context; Wu is not a non‑employee director)
| Element | Amount |
|---|---|
| Board Member Retainer | $80,000 |
| Lead Independent Director Retainer | $25,000 |
| Audit Chair Retainer | $20,000 |
| Compensation Chair Retainer | $15,000 |
| N&GC Chair Retainer | $10,000 |
| Annual RSUs (GDFV) | $95,000 |
Equity Ownership & Related Party Transactions
- Ownership Concentration: Wu beneficially owns 43.4% of outstanding shares (141,068,036), including convertible and warrant positions—providing significant “skin in the game” but also potential dilution from conversion .
- Convertible Loan: On May 28, 2024, Wu provided $12M initial and $13M delayed draw term loans (SOFR + 9.75% margin, 3.75% PIK), maturity extended to May 28, 2026; convertible into common at two shares per $1 principal (effective $0.50 per share) in $100,000 increments .
- Section 16 Reporting: Company notes one late Section 16 filing by Wu (three transactions) during the preceding year .
Performance & Track Record
| Period | Metric | Value |
|---|---|---|
| FY 2024 | Revenue | $379.8M; +$73.2M YoY (+24%) |
| Q3 2025 | Revenue | $123.3M; +21.6% YoY |
| Q3 2025 | Gross Margin | 37.6% (up from 33.2%) |
| YTD 2025 | Adjusted EBITDA | +$76.3M (vs −$53.5M YTD 2024) |
| 1/1/2022–12/31/2024 | TSR | −53.53%; 30th percentile; PSUs earned at 60% |
Risk Indicators & Red Flags
- Material Weakness & Restatement: FY 2024 10‑K discloses material weaknesses and restatement of certain 2024 quarterly financials; potential reputational and compliance risks .
- Going Concern & Liquidity: Significant borrowings/current liabilities and capital commitments; management plans to mitigate liquidity risk, but uncertainty remains .
- Mechanics Liens and Legal Proceedings: Liens and supplier disputes tied to Clarksville facility; may constrain financing and expansion .
- Policy/Trade Risks: Tariffs and IRA policy shifts could affect input costs and demand; company discusses potential adverse impacts .
Equity Ownership & Alignment Table (Detailed)
| Item | Detail |
|---|---|
| Total Beneficial Shares | 141,068,036 |
| % Outstanding | 43.4% (based on 325,354,111 shares) |
| Convertible Shares | Up to 50,000,000 upon conversion of $25M loans (2 shares per $1) |
| Warrants | 5,500,000 currently exercisable |
| Family Holdings | 2,000,000 shares held by children; Wu has sole voting and shared dispositive power |
| Pledging/Hedging | Prohibited by policy |
Board Service History and Dual‑Role Implications
- Service History: Board member since 2021; re‑elected 2024; currently Class III director with term expiring 2027 .
- Dual Role: Combined Chair/CEO may raise independence considerations; mitigated by fully independent Audit, Compensation, and N&GC committees and independent director majority .
- Nomination Influence: Stockholders Agreement gives Wu significant influence over Board composition via nomination rights tied to ownership; Board size changes require Wu Directors’ approval .
Employment & Contracts Summary Table
| Category | Key Terms |
|---|---|
| Term & Renewal | 3 years; auto‑renew for 12 months unless notice |
| Severance (Pre‑CIC) | 2.5× (base + greater of 3‑yr avg bonus or target), paid monthly over 30 months; certain acceleration for pre‑effective awards |
| Severance (Post‑CIC) | 3× (base + greater of 3‑yr avg bonus or target), lump sum; pro‑rata bonus; full acceleration of all equity |
| Restrictive Covenants | 18‑month non‑compete and non‑solicit; confidentiality ongoing |
| Clawback | Mandatory recoupment upon restatement (Nasdaq) |
Investment Implications
- Alignment and Control: Wu’s 43%+ beneficial ownership and nomination rights align incentives but concentrate control; conversion features and warrants create optionality and potential dilution if exercised .
- Pay‑for‑Performance: 2023 STI tied to revenue and margin shows balanced design; 2022–2024 PSUs with relative TSR capped payouts at 60% amid negative absolute TSR, limiting windfalls; the 2024 fully vested RSUs reduce retention pressure and merit monitoring for future grant design .
- Retention & Change‑of‑Control Economics: Robust severance (2.5× pre‑CIC; 3× post‑CIC plus full acceleration) lowers departure risk but increases potential transaction costs; 18‑month non‑compete/non‑solicit protects IP and continuity .
- Trading Signals: Anti‑hedging/pledging policy reduces alignment risks; note the convertible debt could be converted at an effective $0.50/share, which influences capital structure and potential insider ownership dynamics if exercised; monitor Section 16 filings for activity given one late‑file note .
- Governance: Combined Chair/CEO structure with independent committees and majority independent Board mitigates some independence concerns; Wu Directors nomination rights elevate oversight importance by independent committees .