Qichao Hu
About Qichao Hu
Founder, CEO and Chairman of SES AI Corporation since 2012; age 39 as of August 1, 2025. PhD in Applied Physics from Harvard University and BS in Physics from MIT, with recognition in MIT Technology Review “Innovators Under 35” and Forbes “30 Under 30.” SES’s compensation program emphasizes stock-based alignment and operational targets rather than financial outcomes given pre-commercialization status; cumulative TSR on $100 invested was 44 (2022), 18 (2023), and 22 (2024), while net income was a loss of $(50,993)k (2022), $(53,400)k (2023), and $(100,185)k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SES AI Corporation | Founder, CEO, Chairman | 2012–present | Led SES from inception; Board notes “visionary leadership” and scientific/managerial expertise in EV battery development . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MIT Enterprise Forum Cambridge | Board Member | N/A | Industry network and ecosystem ties . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 524,231 | 530,000 | 530,000 |
| All Other Compensation ($) | 93,678 | 152,488 (apartment rent $97,553; 401(k) $17,519; charitable donation $25,000; car and medical) | 102,726 (apartment rent $38,827; 401(k) $17,250; charitable donation $3,025; driver $33,708; car allowance $9,916) |
Performance Compensation
Annual Incentive Plan (AIP) – Cash Bonuses
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus % of Salary | 100% | 100% (9-month period pro-rated; plus Q1 interim bonus) | 100% |
| Performance Factor | N/A | 100% (AIP payout $397,863; interim bonus $79,500) | 80% (AIP payout $424,000) |
| Key Performance Targets | N/A | OEM partnerships; battery safety and cycle life; IP development; public company efficiency | material/cell development; OEM/UAM targets; cash management; IP development |
Equity Incentives – Grants and Vesting
| Award Type | Grant Date | Units/Type | Vesting | Key Terms |
|---|---|---|---|---|
| Stock Options | 4/1/2020 | 91,554 options @ $0.14 | Fully vested at grant; expire 3/31/2030 | COVID-19-related salary cut compensation |
| Earn-Out Restricted Shares | 2/3/2022 | 9,182 Class A Earn-Out RS | Vest if Class A ≥ $18 within one to five years after 2/3/2022; service condition | Forfeited if trigger not met; change-in-control ≥ $18 vests immediately |
| RSUs | 4/18/2022 | 186,223 unvested at 12/31/2024 | 3 equal annual installments from grant anniversary | |
| RSUs | 4/14/2023 | 557,880 unvested at 12/31/2024 | 3 equal annual installments from grant anniversary | |
| RSUs | 2/6/2024 | 1,779,661 unvested at 12/31/2024 | 3 equal annual installments from grant anniversary | |
| PSUs | 2023 & 2024 | Targeted awards | 3-year initial performance period; potential 5-year catch-up | Price thresholds: under $12.5=0%; $12.5=25%; $15=50%; $17.5=75%; $20=100% (2023 design; 2024 uses same thresholds) |
Note: As of 12/31/2024, PSUs from 2022–2024 show zero outstanding earned because minimum price milestones were not met .
Equity Ownership & Alignment
| Metric | Value/Detail |
|---|---|
| Class A Common Stock Owned | 1,192,210 shares (includes 1,091,474 common, 9,182 Earn-Out RS, 91,554 options) |
| Class B Common Stock Owned | 43,881,251 shares; 100% of Class B |
| Voting Power | 57.9% total voting power (10 votes per Class B share) |
| Ownership Structures | Class B held directly (30,716,882; 2,799,859 Founder Earn-Out) and via trusts (13,164,369; 1,199,937 Founder Earn-Out across three trusts) |
| Pledging/Hedging Policy | Company prohibits pledging and hedging of company securities, subject to limited exceptions |
| Stock Ownership Guidelines | CEO required to hold ≥5x base salary; all executive officers met or are within grace period as of 8/25/2025 |
Vested vs unvested (12/31/2024 snapshot): unvested RSUs (186,223 from 2022; 557,880 from 2023; 1,779,661 from 2024); Earn-Out RS 9,182 in escrow; no PSUs earned to date; options outstanding 91,554 (exercisable) .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | At-will with agreement dated May 4, 2021 (base salary, bonus eligibility, benefits) |
| Severance – Termination Without Cause / Resignation for Good Reason | 12 months base salary continuation; company-paid COBRA for 12 months; release required |
| Change-in-Control (CIC) – Plan Mechanics | Committee discretion to assume/substitute/accelerate awards; may deem performance satisfied at target/max/actual; options may become exercisable; cash-out of awards at fair value |
| Earn-Out Shares – CIC | If CIC occurs at ≥$18 per share during Earn-Out Period, all Earn-Out shares vest immediately prior to closing |
| Clawback Policy | NYSE/SEC-compliant clawback covering excess cash/equity incentives upon restatement, for current/former execs (3-year lookback from determination date) |
| Hedging/Pledging | Hedging and pledging prohibited; limited exceptions for pledging may be granted by company |
Estimated payouts (12/29/2023 scenario analysis for disclosure): CEO cash $530,000 for Termination Without Cause/Good Reason; equity $602,625 upon death/disability; no automatic equity acceleration for CIC absent committee action (plan discretionary) .
Board Governance
- Dual role: CEO and Chairman; Board defends combined role for unified leadership, information flow, and deep company knowledge .
- Controlled company: SES qualifies as a NYSE “controlled company” because CEO and affiliates hold >50% voting power; exemptions from certain independence requirements apply; Audit Committee is fully independent; Compensation Committee fully independent; Board has majority independent directors .
- Lead Independent Director: Dr. Jiong Ma; responsibilities include presiding over sessions without management, agenda approval, CEO evaluation communication, and investor availability .
- Executive sessions: Regular sessions without management; chaired by Lead Director .
- Board and Committees (FY2024 activity): 5 Board meetings; Audit 7; Compensation 4; Nominating 3; Strategic Investment & Partnership 1; no director attended <75% of the meetings of Board/committees served .
Committee memberships (2025):
| Committee | Members | Chair |
|---|---|---|
| Audit | Luo, Boyd, Ma | Luo |
| Compensation | Luo, Boyd, Ma | Ma |
| Nominating & Corporate Governance | Hu, Luo, Ma | Hu |
| Strategic Investment & Partnership | Hu, Ma, Luo | Hu |
Director compensation program: Non-employee directors receive cash retainers and RSUs; CEO receives no additional director compensation .
Director Compensation (Board context)
- Cash retainers: Annual $50,000; committee member/c hair/lead director supplements (Audit: $10k members/$22.5k chair; Compensation: $7.5k/$15k; Nominating: $5k/$15k; Lead Independent Director $20k) .
- Equity: Initial RSUs $320,000; annual RSUs $160,000; one-year cliff vesting for director grants .
- CEO director pay: No additional fees for service as director .
Related Party Transactions (and interlocks)
- GM JDA: February 2021, >$50m budget JDA with GM affiliates to develop ~100Ah A-sample and prototype line; invoiced ~$10.6m in FY2023; related-party status ceased after termination of director nomination agreement on Oct 29, 2024 .
- Auditor transition: KPMG replaced with Grant Thornton in 2023; KPMG’s 2022 ICFR adverse opinion noted material weaknesses due to resource/control environment, though no material misstatements were identified .
Multi-Year Pay vs Performance and Company Results
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CEO Summary Compensation Total ($) | 8,904,740 | 3,528,052 | 4,099,946 |
| Compensation Actually Paid to CEO ($) | 4,499,211 | 2,933,023 | 9,439,111 |
| TSR (cumulative from $100 at 12/31/2021) | 44 | 18 | 22 |
| Net Income (Loss) ($000s) | (50,993) | (53,400) | (100,185) |
Investment Implications
- Alignment and control: Hu’s 57.9% voting power and 100% ownership of Class B stock anchor long-term control and alignment but can reduce minority shareholder influence; combined CEO/Chair under controlled-company status amplifies governance concentration, mitigated by Lead Independent Director and independent compensation/audit committees .
- Incentive design: Heavy equity mix with RSUs and stock-price PSUs creates direct linkage to shareholder returns; current PSUs remain unearned due to unmet price thresholds, indicating disciplined pay-for-performance mechanics; AIP targets are operational and were partially achieved in 2024 (80% payout) .
- Selling pressure and vesting cadence: Significant RSUs vest annually over three years (2022–2024 grants), potentially increasing tradeable float; insider hedging/pledging prohibited, and standard blackout policies apply; absent Form 4 data, no conclusion on sell pressure beyond schedule .
- Retention and severance economics: CEO severance at 12 months base salary with COBRA support is moderate; CIC treatment is committee-discretionary, with Earn-Out shares vesting at ≥$18 in CIC, indicating strong upside alignment if strategic outcomes are achieved .
- Governance signals: 99.9% say-on-pay approval in 2023 reflects investor support; prior ICFR material weaknesses in 2022 were disclosed and auditor changed in 2023, a factor to monitor for control remediation trajectory .