Kyle Pilkington
About Kyle Pilkington
Kyle Pilkington is Chief Legal Officer (CLO) of SES AI Corporation, serving in this role since July 2022 after joining as Vice President, Legal in April 2022; he is 44 years old (as of August 1, 2025) and holds a BA in Economics from Middlebury College and a JD from the University of Chicago Law School . SES remains an early-stage, pre-commercialization company that has not generated customer revenue and reports net losses, so executive incentives emphasize operational milestones and stock-price appreciation; company total shareholder return (TSR) and net income are shown below .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR ($100 initial investment) | $44 | $18 | $22 |
| Net Income (Loss) ($000s) | $(50,993) | $(53,400) | $(100,185) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SES AI Corporation | Vice President, Legal | Apr 2022 – Jul 2022 | Not disclosed |
| International Game Technology PLC | Associate General Counsel | Mar 2020 – Apr 2022 | Not disclosed |
| Gibson, Dunn & Crutcher LLP (Singapore) | Of Counsel | 2019 – 2020 | Not disclosed |
| Baker & McKenzie | Local Principal | 2010 – 2019 | Not disclosed |
| Sullivan & Cromwell LLP | Associate | Prior to 2010 | Not disclosed |
External Roles
- No other public company directorships or external board roles disclosed in SES proxy filings .
Fixed Compensation
| Component | FY 2023 |
|---|---|
| Base Salary (earned) | $338,462 |
| Base Salary Rate change | Increased to $350,000 effective May 1, 2023 |
| Target Bonus % of Salary | 50% |
| Actual AIP Bonus (Apr–Dec 2023) | $131,370 (100% of pro-rated target for nine-month period) |
| Interim Bonus (Jan–Mar 2023) | $17,035 |
Performance Compensation
Annual Incentive Plan (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Development and registration of intellectual property | Not disclosed | 50% of salary (pro-rated for nine months) | Achieved 100% of target | $131,370 (Apr–Dec 2023) + $17,035 interim (Jan–Mar 2023) | Paid post-year end per AIP |
Equity Awards
| Award Type | Grant Date | Units/Structure | Fair Value | Vesting / Performance Conditions |
|---|---|---|---|---|
| RSUs | Apr 14, 2023 | 167,364 units | $376,569 | Time-based; 1/3 on each of the 1st, 2nd, 3rd anniversaries, continued service required |
| PSUs | Apr 14, 2023 | Threshold 16,736; Target 83,682; Max 167,364 units | $97,071 (target fair value via Monte Carlo) | Stock-price hurdles: <$12.5=0%; ≥$12.5=25%; ≥$15=50%; ≥$17.5=75%; ≥$20=100%; 3-year performance period with 5-year catch-up window, continued service required |
| RSUs | Apr 18, 2022 | 20,111 units unvested at 2023 YE | $36,803 (market value at $1.83) | Time-based; 3 yearly tranches |
| RSUs | Aug 8, 2022 | 24,539 units unvested at 2023 YE | $44,906 (market value at $1.83) | Time-based; 3 yearly tranches |
| RSUs | FY 2024 | 338,983 units | Not disclosed (grant-date fair value not itemized) | Time-based; same 3-year schedule |
| PSUs | FY 2024 | 338,983 units | Not disclosed (grant-date fair value not itemized) | Same stock-price hurdles and 3/5-year structure |
As of December 31, 2023, no PSUs were deemed earned (minimum price hurdles not met) . As of December 31, 2024, PSUs granted in 2022–2024 remained unearned given price hurdles; SES Class A closed at $2.19 on 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 15, 2024) | 62,804 Class A shares: 52,748 direct + 10,056 underlying RSUs; <1% of outstanding |
| Unvested RSUs at 12/29/2023 | 20,111 ($36,803 market value), 24,539 ($44,906), 167,364 ($306,276) at $1.83/share |
| Options | None disclosed for Pilkington (RSUs/PSUs only) |
| PSUs status | 0 units considered earned as of 12/29/2023; 2022–2024 PSU hurdles not met by 12/31/2024 |
| Hedging/Pledging | Prohibited under Insider Trading Policy (limited exceptions for pledging may be granted); margin accounts not permitted |
| Stock Ownership Guidelines | Executives must hold stock valued at 3x base salary; 5-year compliance window; retain 100% of net shares until in compliance |
| Compliance Status | All current executive officers had met or were within grace period as of 4/1/2024 and 8/25/2025 |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start | VP Legal (Apr 2022), CLO (Jul 2022) |
| Contract / Severance | No severance benefits upon termination without cause or resignation for good reason (Pilkington) |
| Change-of-Control (Equity plans) | Committee discretion to assume/substitute awards, accelerate vesting, deem performance measures satisfied, or cash out awards; RSUs pro-rata vest on death/disability |
| Clawback Policy | Robust, aligned to SEC/NYSE rules; recovery of excess incentive compensation (cash or equity) in event of restatement, covering grants on/after Oct 2, 2023 within 3 completed fiscal years |
| Non-Compete / Non-Solicit | Not disclosed |
| Deferred Compensation / Pension | No non-qualified deferred comp; participates in broad-based 401(k) with company match; match amounts itemized for NEOs; no SERP |
Performance & Track Record
- SES advanced from A-sample to B-sample Li-Metal battery development, signing the first automotive B-sample JDA in late 2023 and operating multiple A-sample lines for 50Ah–100Ah cells at pilot scale .
- 2024 plan emphasized building and operating B-sample lines, UAM cell shipments, and AI-based quality/safety initiatives (Avatar, Prometheus) .
Compensation Structure Analysis
- Mix shifted toward equity (RSUs/PSUs), with PSUs tied to stringent stock-price thresholds materially above recent trading levels, aligning long-term shareholder value but lowering near-term realizable pay if price appreciation does not occur .
- FY 2023 AIP paid 100% of pro-rated target based on operational KPIs, indicating achievement against disclosed individual goals (IP development) .
- High say-on-pay support: ~99.9% approval in 2023, suggesting shareholder acceptance of program design .
Compensation Peer Group (Benchmarking)
- Peer group updated in 2023 with additions (e.g., Enovix, Navitas, Microvast) and removals to improve comparability; compensation reviewed with Mercer .
- SES does not use financial performance measures (e.g., revenue/EBITDA) to set pay; instead focuses on stock price performance and operational targets .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval ≈99.9%; committee retained program structure following strong support .
Investment Implications
- Near-term insider selling pressure appears limited from PSUs as price hurdles (≥$12.50 to ≥$20.00) remain far above the $2.19 year-end 2024 share price; RSUs vest over three years, supporting retention but creating scheduled supply over time .
- No severance protections for Pilkington reduce guaranteed exit economics; retention levers are primarily ongoing cash AIP and the potential upside of unearned PSUs .
- Strong governance mitigants (clawback, anti-hedging/pledging, ownership guidelines) reinforce alignment and reduce risk of misaligned incentives .