Kang Xu

About Kang Xu

Kang Xu, age 60, is SES’s Chief Technology Officer since October 2024 after serving as Chief Scientist from August 2023 to October 2024. Prior to SES, he spent 26 years as an ARL Fellow at the U.S. Army Research Laboratory (1997–2023) and is recognized as an MRS Fellow, ECS Fellow, and emeritus ARL fellow, with 350+ publications and an h-index of 118, indicating deep technical leadership in electrolyte materials and interfacial science . Company context during his tenure: SES is pre-commercialization, uses pay-for-performance primarily tied to stock price appreciation, and posted net losses while TSR improved modestly in 2024 versus 2023 .

Company performance context

Past Roles

External Roles

Fixed Compensation

• SES uses scaled “smaller reporting company” disclosures; the proxy provides detailed compensation only for the CEO, CFO, and CSO. CTO-specific base salary and bonus information for Kang Xu is not disclosed .
• Stock ownership guidelines require executive officers (including CTOs) to hold Class A stock equal to 3× base salary within five years; executives must retain 100% of net shares until meeting guidelines. As of August 25, 2025, all current executive officers either met the requirement or remained within the grace period .

Performance Compensation

• Annual Incentive Plan (AIP): Company-wide framework pays annual bonuses based on operational targets set by the Compensation Committee; payouts depend on achievement vs. challenging targets. For FY2024, NEO targets were 100% operational and payouts were 80% of target; CTO-specific AIP details were not disclosed .
• Equity design emphasizes long-term alignment:
  • RSUs typically vest in three equal annual installments over 3 years, contingent on continued service .
  • PSUs vest based on Class A stock price milestones over 3-year and 5-year performance windows; if milestones are unmet at 3 years, a second opportunity exists at 5 years. 2022 grant milestones ranged from $12.50 (10%) to $35.00 (100%) with linear steps; 2024 PSUs use similar price-based milestones with long-dated windows .

PSU vesting framework (plan-level)

Equity Ownership & Alignment

• Beneficial ownership: SES discloses individual holdings for directors and NEOs. CTO Xu is included within “all directors and executive officers as a group” but his individual share count is not separately disclosed .
• Hedging/pledging: Company policy prohibits hedging/monetization and, subject to limited exceptions, prohibits holding company securities in margin accounts or pledging as collateral, supporting alignment and reducing financing-related selling pressure .
• Earn-Out shares (from the 2022 business combination) vest only if Class A closing price ≥ $18 during a 1–5 year post-closing window; unvested Earn-Out shares are canceled after the window. In a change-in-control priced ≥ $18, Earn-Out shares vest immediately prior to closing .
• Clawback policy: Executive incentive compensation (cash and equity, vested/unvested) is recoverable following a material accounting restatement, consistent with NYSE rules. Applies to compensation received on or after October 2, 2023 within the three completed fiscal years preceding determination of restatement .

Employment Terms

• CTO-specific employment agreement, severance, and change-of-control terms are not disclosed (scaled SRC disclosure focuses on CEO, CFO, CSO) .
• Plan-level change-of-control mechanics: Under the current plan, the Compensation Committee may accelerate vesting, substitute/assume awards, and deem performance measures satisfied at target/maximum/actual through closing, reinforcing retention and transaction certainty for executives with outstanding equity .
• Governance of compensation: The Compensation Committee (independent directors) oversees executive compensation, uses Mercer for peer benchmarking and program design, and applies pay-for-performance philosophies tied largely to equity and stock price appreciation .

Investment Implications

• Alignment: Prohibitions on hedging/pledging and ownership guidelines (3× salary for executive officers) elevate alignment and reduce forced-selling risk; the clawback policy strengthens accountability .
• Retention: RSUs/PSUs with multi-year vesting and price milestones, plus Earn-Out structures, promote retention and long-term value creation. CTO-specific grants are not disclosed, but plan-level design indicates low near-term selling pressure from unvested equity .
• Execution risk: SES remains pre-revenue with net losses, and compensation is structurally tied to stock price appreciation versus financial metrics, making technical milestones and partner/JDA progress crucial. Company TSR improved modestly in 2024, but losses widened, underscoring the need for commercialization breakthroughs where Xu’s electrolyte and interfacial science expertise is a lever .
• Trading signals: Absence of disclosed pledging and plan emphasis on long-dated vesting reduce near-term insider-selling pressure signals; however, without Form 4 data, specific CTO trading activity cannot be assessed from the proxy alone .

Note: SES’s 2025 proxy uses smaller reporting company scaled disclosure focusing on CEO, CFO, CSO. CTO Kang Xu’s specific salary, bonus, grants, vesting schedules, and individual holdings are not itemized in the proxy. Where plan-level terms are cited, they reflect Company-wide frameworks that typically apply to executive officers .