Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses NIO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named NIO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark Smith | $325,000 | $0 | — | $126,000 | — | — | — | $451,000 |
| Chief Executive Officer, President | ||||||||
| Scott Honan | 280,000 | 0 | — | 84,000 | — | — | — | 364,000 |
| Chief Operating Officer | ||||||||
| Neal Shah | 250,000 | 0 | — | 84,000 | — | — | — | 334,000 |
| Chief Financial Officer and Corporate Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mark Smith | $451,000 | $966,250 | — | −515,250 |
| Scott Honan | 364,000 | 707,500 | — | −343,500 |
| Neal Shah | 334,000 | 677,500 | — | −343,500 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Mark Smith | Option | 70,000 | 6.95 | — |
| Mark Smith | Option | 375,000 | 2.99 | — |
| Mark Smith | Option | 150,000 | 1.4 | — |
| Scott Honan | Option | 40,000 | 6.95 | — |
| Scott Honan | Option | 250,000 | 2.99 | — |
| Scott Honan | Option | 100,000 | 1.4 | — |
| Neal Shah | Option | 40,000 | 6.95 | — |
| Neal Shah | Option | 250,000 | 2.99 | — |
| Neal Shah | Option | 100,000 | 1.4 | — |
The compensation program is designed to be relatively simple in concept, balancing reasonable current compensation with longer-term compensation tied to the performance of the Company as a whole. The Board and Compensation Committee determine rewards based on individual and corporate performance, using subjective assessments of the level of success rather than formal benchmarks or pre-determined formulas.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Nilsa Guerrero-MahonIndependent · Audit (Chair) · Compensation | $0 | — | $63,000 | — | $0 | $63,000 |
| Michael J. MorrisIndependent · Compensation | 0 | — | 63,000 | — | 0 | 63,000 |
| Peter OliverIndependent · Safety and Sustainability (Chair) · Nominating (Chair) | 0 | — | 42,000 | — | 0 | 42,000 |
| Michael G. MaselliIndependent · Audit | 0 | — | 42,000 | — | 0 | 42,000 |
| Dean C. KehlerIndependent · Audit · Compensation (Chair) · Nominating | 0 | — | 42,000 | — | 0 | 42,000 |
| David C. BelingIndependent · Compensation · Safety and Sustainability | 0 | — | 42,000 | — | 0 | 42,000 |
| Mark A. SmithEmployee director · Board Chair · Safety and Sustainability | — | — | — | — | — | 0 |
| Anthony W. FultonIndependent | — | — | — | — | — | — |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $0 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $0 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | NIO Inc | 2025 | Mark Smith | $325,000 | — | $126,000 | — | $451,000 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Mark Smith | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 451,000. Filing ↗ |
| 2 | Section 01, Scott Honan | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 364,000. Filing ↗ |
| 3 | Section 01, Neal Shah | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Fiscal 2025 Summary Compensation Table” · page 50. As printed: 334,000. Filing ↗ |
| 4 | Section 08, Nilsa Guerrero-Mahon | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 63,000. Filing ↗machine: span 457566–457572 |
| 5 | Section 08, Michael J. Morris | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 63,000. Filing ↗ |
| 6 | Section 08, Peter Oliver | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗ |
| 7 | Section 08, Michael G. Maselli | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗ |
| 8 | Section 08, Dean C. Kehler | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗ |
| 9 | Section 08, David C. Beling | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 42,000. Filing ↗ |
| 10 | Section 08, Mark A. Smith | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Anthony W. Fulton | DEF 14A | 2026-02-25 | 0001539497-26-000784 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 13 | Section 09b board cost (computed) | Computed | — | computed | Cash 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.machine: formula: Σ = 0 |
| 14 | NIO Inc (subject), Section 10b CEO total | DEF 14A | 2026-02-25 | 0001539497-26-000784 | CEO total compensation as printed in NIO Inc's own proxy. As printed: 451,000. Filing ↗ |