Hong Gan
About Hong Gan
Dr. Hong Gan, 65, is SES’s Chief Science Officer (CSO) since 2020; previously Director of R&D (2018–2020). He holds a PhD in Chemistry from University of Chicago (1990) and a BS in Chemistry from Peking University (1982) . Company performance highlights during his tenure include initial commercial revenues beginning October 2024, reaching $7.1M in Q3 2025 and $16.4M YTD with 51.1% Q3 gross margin , and company-level TSR measures of $22 in 2024, $18 in 2023, and $44 in 2022 (based on $100 initial investment, cumulative) . The company reported net losses, e.g., $(100,185)k in 2024 and $(53,400)k in 2023 , and ended Q3 2025 with weighted average shares of 331.3M and basic/diluted loss per share of $(0.06) for the quarter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SES | Director of Research & Development | 2018–2020 | Led materials and cell development prior to commercialization pivot . |
| SES | Chief Science Officer | 2020–Present | Oversees science strategy, OEM partnership technical alignment, UAM specifications, and IP development targets under AIP . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brookhaven National Laboratory | Group Leader, Energy Storage Group | 2013–2018 | Led advanced energy storage research programs . |
| Enevate Corporation | Senior Director of R&D | 2011–2013 | Drove Li-ion innovation at growth-stage battery firm . |
| Greatbatch Medical | Various roles culminating in Director, Battery Research and Director, R&D Power Sources | 1993–2011 | Directed battery R&D for medical devices, building deep electrochemistry expertise . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 335,000 | 335,000 | Annual base salary per employment terms . |
| Target Bonus (% of Salary) | 50% | 50% | Under Annual Incentive Plan (AIP). |
| Actual Bonus Paid ($) | 150,865 | 134,000 | 80% payout of AIP targets for FY2024; FY2023 paid per committee determination . |
| All Other Compensation ($) | 11,747 | 9,922 | 401(k) matching contributions; no notable perquisites disclosed for Gan . |
| Total Compensation ($) | 1,089,662 | 1,203,497 | Includes stock awards; company uses “smaller reporting company” scaled disclosure . |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Material development – cycle life improvement | 100% of AIP pool collectively across executive metrics (individual weights not disclosed) | Committee-set operational targets | Committee determined 80% achievement | 80% of target bonus (=$134,000 for Gan) | Cash or equity at Compensation Committee discretion |
| OEM partnership milestones on track | — | — | — | — | — |
| UAM specifications met and contracts entered | — | — | — | — | — |
| Effective cash management | — | — | — | — | — |
Notes:
- Gan’s AIP targets emphasized material/cycle life, OEM milestones, and UAM specification/contract execution; payouts were uniform at 80% for CEO, CFO, and CSO .
Equity Incentive Awards
| Grant Year | Instrument | Grant Date | Quantity | Fair Value ($) | Key Terms |
|---|---|---|---|---|---|
| 2024 | RSUs | 2/9/2024 | 423,728 | 576,270 (RSU component of “Stock Awards”) | RSUs vest in 3 equal annual installments, 1st anniversary onward . |
| 2024 | PSUs | 2/9/2024 | 423,728 (target) | 148,305 (PSU component of “Stock Awards”) | Vest after 3-year performance period based on stock price thresholds: $12.5 (25%), $15 (50%), $17.5 (75%), $20 (100%); with 5-year catch-up provision . |
| 2023 | RSUs | 4/14/2023 | Part of mixed grant | 592,050 (aggregate grant date fair value including PSUs) | RSUs: 3-year ratable vesting . |
| 2023 | PSUs | 4/14/2023 | Part of mixed grant | Included in above | Share-price thresholds identical to 2024 grant . |
| 2022 | PSUs | 4/18/2022 | Part of mixed grant | — | Multi-thresholds from $12.5 to $35 determining 10–100% vest; 3-year performance + 5-year catch-up . |
Vesting Mechanics:
- RSUs: time-based vesting over 3 years in equal annual installments .
- PSUs: vest based on average closing price over defined windows; if not met at 3 years, eligible for catch-up vesting by 5th anniversary subject to service .
- As of 12/31/2024, zero PSUs were considered outstanding for beneficial ownership since minimum price milestones not met .
Option Awards
| Grant Date | Plan | Strike Price ($) | Expiration | Exercisable (#) | Unexercisable (#) | Vesting Schedule |
|---|---|---|---|---|---|---|
| 3/14/2019 | Old SES 2018/2021 plan | 0.15 | 3/14/2029 | 243,277 (as of 12/31/2024) | — | 25% at 1-year anniversary; remainder monthly over 36 months . |
| 2/10/2021 | Old SES 2021 plan | 0.16 | 2/10/2031 | 1,137,115 | 49,440 | Same as above . |
Additional Option Notes:
- Gan exercised 175,000 options in fiscal 2023 (value realized $347,250) .
- 10b5-1 plan adopted Aug 14, 2025 to potentially exercise/sell up to 500,000 vested options through Aug 15, 2026 (expirations Mar 13, 2029–Feb 9, 2031) .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total Beneficial Ownership | 1,966,246 Class A shares; <1% of Class A outstanding as of Aug 25, 2025 . |
| Vested vs Unvested (selected items) | Unvested RSUs by grants: 186,950 ($409,421), 93,111 ($203,913), 139,470 ($305,439), 423,728 ($927,964) – market value at $2.19 on 12/31/2024 . |
| Options Status | 2019 grant: 243,277 exercisable at $0.15 exp. 2029 ; 2021 grant: 1,137,115 exercisable, 49,440 unexercisable at $0.16 exp. 2031 . |
| PSUs Status | As of 12/31/2024, minimum price milestones not met; zero PSUs counted in beneficial ownership . |
| Pledging/Hedging | Prohibited per Insider Trading Policy; limited exceptions may be granted, margin accounts/pledging prohibited . |
| Stock Ownership Guidelines | Executives must hold stock equal to 3× salary (CEO 5×); 5-year compliance period; retain 100% of net shares until met; as of Aug 25, 2025, executives met or are within grace period . |
| Rule 10b5-1 Plan | Adopted Aug 14, 2025: exercise/sale up to 500,000 vested options through Aug 15, 2026 . |
Employment Terms
| Term | SES Disclosure |
|---|---|
| Employment Start Date | Employment agreement dated July 1, 2018; at-will employment . |
| Severance | No severance if terminated without cause or resignation for good reason under Gan’s offer letter . |
| Change-of-Control (CoC) | For 2021 options: 50% acceleration upon termination without cause/good reason; full vesting on merger/acquisition . Old 2021 Plan allows assumption/substitution, acceleration, deeming performance satisfied, or cash-out above FMV less exercise price . |
| RSU Death/Disability | Pro-rata vesting upon termination due to death/disability . |
| Earn-Out Shares | CoC at ≥$18 per share triggers immediate vesting of Escrowed Earn-Out and Earn-Out Restricted Shares . |
| Clawback | Robust NYSE-aligned clawback; covers cash/equity (vested/unvested) on restatements for 3 prior completed fiscal years . |
| Hedging/Pledging | Hedging/monetization transactions prohibited; margin/pledging prohibited . |
| Deferred Comp/Pension | NEOs did not participate in pension/retirement plans; no nonqualified deferred compensation disclosed . |
Performance & Track Record
- Operational targets under AIP emphasize materials/cycle life improvement, OEM partnership execution, UAM specifications/contracts, and cash management—Gan’s domain as CSO. FY2024 payout at 80% indicates partial achievement across these operational levers .
- Company initiated product/service revenue in Oct 2024; Q3 2025 revenue $7.1M and nine-month revenue $16.4M; gross margin 51.1% (Q3) and 65.7% (nine months), with product/service mix shifts due to UZ Energy acquisition .
- R&D expense dynamics show stock-based comp and personnel reductions tied to manufacturing pivot, offset by AI infrastructure investment (Molecular Universe platform) indicating focus on computational materials discovery .
- Internal control material weakness persists related to sponsor earn-out valuation review precision; management asserts fair presentation despite weakness .
Stock Performance (Pay vs Performance TSR)
| Year | TSR ($100 initial, cumulative) |
|---|---|
| 2022 | 44 |
| 2023 | 18 |
| 2024 | 22 |
Compensation Structure Analysis
- Equity-heavy mix: RSUs and PSUs constitute a significant portion of Gan’s pay ($724,575 stock awards in 2024; $592,050 in 2023), aligning compensation to long-term share price outcomes .
- PSUs tied to stringent stock price thresholds (up to $20 for 100% vest in 2024 grants), with no PSUs counted at 12/31/2024—indicative of low near-term realizability and high performance rigor .
- No severance protections for Gan—reduces guaranteed downside pay; increases reliance on performance/equity for retention .
- Clawback and anti-hedging/pledging policies strengthen alignment and governance .
Equity Ownership & Alignment (Detailed Outstanding Awards at 12/31/2024)
| Category | Quantity | Market Value Basis |
|---|---|---|
| Unvested RSUs (selected grants) | 186,950; 93,111; 139,470; 423,728 | $2.19/share market value on 12/31/2024 . |
| Options (2019) | 243,277 exercisable | $0.15 strike; exp. 2029 . |
| Options (2021) | 1,137,115 exercisable; 49,440 unexercisable | $0.16 strike; exp. 2031 . |
Governance, Policies, and Committees
- Executive compensation disclosures follow smaller reporting company scaled rules; Compensation Committee sets annual grants, typically in first half of year, avoiding MNPI timing .
- Stock ownership guidelines: 3× salary for non-CEO executives; 5-year compliance and share retention requirements .
- Related person transaction policy mandates Audit Committee review of transactions >$120,000 with related persons .
Investment Implications
- Alignment: Significant equity grants (RSUs/PSUs) and strict anti-hedging/pledging policies align Gan with long-term shareholders, but PSUs’ high stock-price hurdles mean limited near-term realizability—indicative of management confidence but also potential morale/retention pressure if targets remain unmet .
- Retention risk: Absence of severance for Gan reduces termination costs for SES but may increase external mobility risk; retention value relies on RSU vesting and potential PSU realizability .
- Selling pressure: The 10b5-1 plan to exercise/sell up to 500,000 vested options through Aug 2026 could create periodic supply of shares, impacting short-term trading dynamics .
- Execution focus: AIP metrics emphasize technical milestones (cycle life, OEM/UAM deliverables), fitting Gan’s scientific remit; FY2024 80% AIP payout suggests progress but not full attainment . Combined with ongoing internal control weaknesses at the company level, this underscores execution risk monitoring .
- Ownership: Gan’s beneficial ownership (<1%) is modest in a highly diluted cap table, but company-wide stock ownership guidelines and share retention requirements partially mitigate alignment concerns .