Jing Nealis
About Jing Nealis
Jing Nealis, 46, is Chief Financial Officer of SES AI Corporation and has served in this role since March 2021. She holds an MS in Accounting (University of Hawaii) and a Bachelor’s in International Business (China University of Petroleum, Beijing). Prior roles include corporate finance and CFO positions across energy and cleantech. Company performance during her tenure features price-based equity alignment: total shareholder return for pay-versus-performance was $44 (2022), $18 (2023), and $22 (2024) on a $100 initial investment, while the company continued to report net losses typical of a pre-commercialization stage; operational updates in Q3 2025 included $7.1M revenue, 51% gross margin, updated FY25 revenue guidance to $20–$25M, $214M liquidity, and share repurchases, with Nealis co-signing investor communications and SEC certifications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| View Inc. | Senior Director, Corporate Finance | 2019–Mar 2021 | Led corporate finance in a public-tech environment |
| SunPower Systems International Ltd. | Chief Financial Officer | 2017–2019 | Regional CFO for global solar operations |
| Shunfeng International Clean Energy Ltd. (International Division) | Chief Financial Officer | 2014–2017 | CFO for international division in renewables |
| Suntech Power | Finance Director/Global Tax Director | 2012–2014 | Directed global tax and finance |
| Deloitte (Chicago, Shanghai, Hong Kong) | Manager | 2006–2012 | Audit/tax advisory across multiple geographies |
External Roles
No public company directorships or external board roles disclosed in the company’s executive officer biographies section .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 289,423 | 466,154 | 470,000 | 470,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 60% | 60% |
| Actual Bonus Paid – AIP ($) | 78,750 | 195,450 | 253,993 (incl. $211,693 AIP + $42,300 special interim bonus) | 225,600 (80% payout vs 60% target) |
| Stock Awards ($) (RSUs+PSUs, grant-date FV) | 7,480,000 | 3,170,024 | 592,050 | 1,044,114 |
| Option Awards ($) (grant-date FV) | 112,809 | — | — | — |
| All Other Compensation ($) | 100,000 | — | 17,765 | 17,250 |
| Total Compensation ($) | 8,120,982 | 3,831,628 | 1,333,808 | 1,756,964 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
| Year | Target (% of Salary) | Performance Factor Achieved | Actual Payout ($) | Key Metrics |
|---|---|---|---|---|
| 2024 | 60% | 80% | 225,600 | Ensure efficient cash management; build robust internal processes and controls |
| 2023 | 60% | 100% + special interim bonus (15% of FY22 pro-rated Q1) | 211,693 (AIP) + 42,300 (interim) | Operational milestones; cash management; internal controls |
Equity Incentive Awards – PSUs (Price-Based)
| Grant | Units | Performance Period | Price Milestones (Average Closing Price) | Payout Curve | Vesting Terms |
|---|---|---|---|---|---|
| 2024 PSUs | 610,593 | 3 years from grant | ≥$12.5 → 25%; ≥$15 → 50%; ≥$17.5 → 75%; ≥$20 → 100% | Earned incrementally; no fixed “target” units | Vests after 3-year period if thresholds met and service through vesting date; incremental vesting may occur up to 5 years if later 30-day average exceeds prior threshold |
| 2023 PSUs | 104,603 target; threshold 20,921; max 209,205 | 3 years from grant | Same thresholds as above | Monte Carlo used for grant-date FV; earned based on price thresholds | Single installment post-performance period with continued service |
Grant-date fair value allocation (2024): RSUs $830,406; PSUs $213,708 (Monte Carlo), total $1,044,114 .
Equity Incentive Awards – RSUs (Time-Based)
| Grant | Units | Vesting Schedule | Notes |
|---|---|---|---|
| 2024 RSUs | 610,593 | Three equal annual installments starting one year from grant date (grant 2/9/2024) | Service-based; aligns with share retention requirements |
| 2023 RSUs | 209,205 | Three equal annual installments starting one year from grant date | Grant-date FV $470,711 |
Options
| Grant Date | Exercise Price ($) | Expiration | Exercisable | Unexercisable | Notes |
|---|---|---|---|---|---|
| 2/10/2021 | 0.16 | 2/10/2031 | 887,115 | 49,440 | Acceleration terms below; legacy 2018/2021 plans govern |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A Outstanding | Components (disclosed) |
|---|---|---|---|
| Aug 25, 2025 | 2,343,797 | <1% | Includes 886,555 options and 267,755 Earn-Out Shares |
| Apr 1, 2024 | 2,029,622 | <1% | Includes 988,795 options, 136,287 RSUs, and 904,540 Class A shares (incl. 267,755 Earn-Out) |
- Stock ownership guidelines: 3× salary for executive officers; compliance required within 5 years; until compliant, executives must retain 100% of net shares from vesting/exercise. As of Aug 25, 2025, all current executive officers had met or were within the grace period .
- Hedging/pledging: Prohibited under Insider Trading Policy (limited exceptions for pledging may be granted by the Company; margin accounts prohibited) .
Outstanding Unvested RSUs (12/31/2024; market value at $2.19/share)
| Grant | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 8/16/2021 | 247,199 | 541,366 |
| 2/3/2022 | 267,755 | 586,383 |
| 4/18/2022 | 74,489 | 163,131 |
| 4/14/2023 | 139,470 | 305,439 |
| 2/9/2024 | 610,593 | 1,337,199 |
Options – Exercisable vs. Unexercisable (12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/10/2021 | 887,115 | 49,440 | 0.16 | 2/10/2031 |
Employment Terms
| Term | Provision |
|---|---|
| Employment Start | Offer letter dated Feb 15, 2021; CFO since March 2021 |
| Severance (without cause / good reason) | 9 months base salary continuation; 12 months COBRA premium reimbursement (subject to release) |
| Equity Acceleration on Termination | 2021 options: 50% accelerates upon termination without cause or good reason; 2021 restricted share award: 50% vests; RSUs: pro-rata vesting upon death or disability |
| Change-in-Control (Plans) | Old/New 2021 Plans allow Compensation Committee discretion to assume/substitute awards, accelerate vesting/exercisability, deem performance satisfied, or cash-out options; options and restricted share awards may vest in part or full immediately prior to transaction |
| Earn-Out Shares | Vest at $18.00 share price within earn-out period (1–5 years post business combination) or accelerate upon change-in-control ≥$18.00 |
| Clawback | NYSE-compliant clawback applies to cash/equity incentive compensation received on/after Oct 2, 2023 for 3 completed fiscal years preceding a required restatement |
| Hedging/Pledging | Hedging and margin accounts prohibited; pledging prohibited subject to limited exceptions |
Performance & Track Record
- Nealis co-authored the Q3 2025 shareholder letter and press release highlighting $7.1M revenue, 51% gross margin, updated FY25 revenue guidance to $20–$25M, $214M liquidity, and share repurchases; she also signed the related 8-K and provided SOX 302/906 certifications in the 10-Q, reinforcing accountability in financial reporting .
- Pay-versus-performance disclosures emphasize stock-price-driven PSUs and time-based RSUs; TSR outcomes ($44 in 2022; $18 in 2023; $22 in 2024 on $100 invested) contextualize equity award realizations in a pre-commercialization net-loss environment .
Compensation Committee & Say-on-Pay
- Compensation Committee engages Mercer for peer benchmarking and program design; committee members are independent under NYSE/SEC rules .
- Say-on-Pay: ~99.9% approval at the 2023 annual meeting; annual advisory votes ongoing (next in 2026 per 2025 proxy) .
Investment Implications
- Pay-for-performance alignment: Large PSU grants tied to multi-year stock price thresholds (up to 100% at ≥$20) create strong alignment with shareholder returns; time-based RSUs anchor retention and share retention requirements (100% net shares retained until guideline met) reduce near-term selling pressure .
- Vesting and supply overhang: Significant unvested RSUs across 2021–2024 grants and PSUs maturing over three years imply periodic supply from vesting events; however, hedging/pledging prohibitions and retention requirements mitigate accelerated selling risk .
- Change-in-control economics: Discretionary acceleration and potential cash-outs under Old/New 2021 Plans, plus 50% acceleration on certain 2021 awards for termination without cause/good reason, could increase realized compensation on M&A outcomes—monitor deal speculation for trading signals .
- Governance signals: Strong say-on-pay support and independent committee oversight (with Mercer) reduce compensation-related governance risk; CFO’s consistent SEC certifications and co-authored investor communications enhance credibility around financial discipline and liquidity deployment (e.g., repurchases) .