Fiscal year 2024 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.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Qichao Hu | $530,000 | — | $3,043,220 | — | $424,000 | — | $102,726 | $4,099,946 |
| Founder, Chief Executive Officer and Director | ||||||||
| Jing Nealis | 470,000 | — | 1,044,114 | — | 225,600 | — | 17,250 | 1,756,964 |
| Chief Financial Officer | ||||||||
| Hong Gan | 335,000 | — | 724,575 | — | 134,000 | — | 9,922 | 1,203,497 |
| Chief Science Officer | ||||||||
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 | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Qichao Hu | $4,099,946 | — | — | — |
| Jing Nealis | 1,756,964 | — | — | — |
| Hong Gan | 1,203,497 | — | — | — |
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 | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Hong Gan | PSU | — | — | — | — | — | $148,305 |
| Hong Gan | RSU | — | — | — | — | — | 576,270 |
| Qichao Hu | PSU | — | — | — | — | — | 622,881 |
| Qichao Hu | RSU | — | — | — | — | — | 2,420,339 |
| Jing Nealis | PSU | — | — | — | — | — | 213,708 |
| Jing Nealis | RSU | — | — | — | — | — | 830,406 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Hong Gan | $576,270 | $148,305 | $0 | 20.5% |
| Qichao Hu | 2,420,339 | 622,881 | 0 | 20.5% |
| Jing Nealis | 830,406 | 213,708 | 0 | 20.5% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Qichao Hu | RSU | 557,880 | — | $1,221,757 |
| Qichao Hu | RSU | 1,779,661 | — | 3,897,458 |
| Hong Gan | RSU | 1,137,115 | — | 2,490,281 |
| Jing Nealis | RSU | 887,115 | — | 1,942,782 |
| Jing Nealis | RSU | 610,593 | — | 1,337,199 |
| Hong Gan | RSU | 423,728 | — | 927,964 |
| Jing Nealis | PSU | 267,755 | — | 586,383 |
| Jing Nealis | RSU | 247,199 | — | 541,366 |
| Hong Gan | PSU | 186,950 | — | 409,421 |
| Qichao Hu | RSU | 186,223 | — | 407,828 |
| Jing Nealis | RSU | 139,470 | — | 305,439 |
| Hong Gan | RSU | 139,470 | — | 305,439 |
| Hong Gan | RSU | 93,111 | — | 203,913 |
| Jing Nealis | RSU | 74,489 | — | 163,131 |
| Qichao Hu | PSU | 9,182 | — | 20,109 |
| Qichao Hu | RSU | 91,554 | — | 0 |
| Jing Nealis | PSU | 49,440 | — | 0 |
| Hong Gan | PSU | 49,440 | — | 0 |
Our compensation program is centered on a pay-for-performance philosophy and is designed to reward our named executive officers for their abilities, experience and efforts. The compensation programs we offer directly influence our ability to attract, retain and motivate the highly qualified and experienced professionals who are vital to our success as a company. We believe that having compensation programs designed to align executive officers’ interests with those of the Company and its stockholders in achieving positive business results and to reinforce accountability is the cornerstone to successfully implementing and achieving our strategic plans. In determining the compensation of our named executive officers, we are guided by the following key principles: Attract, Retain, Motivate and Reward; Pay for Performance; Competitive Compensation; Stockholder Alignment.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Mercer (US) Inc. |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-10-01 | 490,343,477 | 904,654 | 870,939 | 99.82% | Passed |
| 2024 | 2024-06-07 | 492,391,872 | 35,938,563 | 128,640 | 93.2% | Passed |
| 2023 | 2023-06-08 | 462,906,661 | 96,591 | 25,430 | 99.98% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-10-01 | 99.82%a |
| 2024 | 2024-06-07 | 93.2%b |
| 2023 | 2023-06-08 | 99.98%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $160,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 22,500 / 15,000 / 15,000 |
| Stock ownership guideline | $250,000 |
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 | SES AI | 2024 | Qichao Hu | $530,000 | $3,043,220 | — | $424,000 | $4,099,946 |
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, Qichao Hu | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation”. As printed: 4,099,946. Filing ↗ |
| 2 | Section 01, Jing Nealis | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation”. As printed: 1,756,964. Filing ↗ |
| 3 | Section 01, Hong Gan | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation”. As printed: 1,203,497. Filing ↗ |
| 4 | Section 03, Hong Gan PSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 03, Hong Gan RSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, Qichao Hu PSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Qichao Hu RSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, Jing Nealis PSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 03, Jing Nealis RSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 10 | Section 06, 2025 vote | Form 8-K | 2025-10-03 | 0001819142-25-000062 | Item 5.07 · say-on-pay result. As reported: 99.82% (votes for as printed: 490,343,477). Filing ↗ |
| 11 | Section 06, 2024 vote | Form 8-K | 2024-06-10 | 0001819142-24-000027 | Item 5.07 · say-on-pay result. As reported: 93.2% (votes for as printed: 492,391,872). Filing ↗ |
| 12 | Section 06, 2023 vote | Form 8-K | 2023-06-09 | 0001819142-23-000060 | Item 5.07 · say-on-pay result. As reported: 99.98% (votes for as printed: 462,906,661). Filing ↗ |
| 13 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 14 | SES AI (subject), Section 10b CEO total | DEF 14A | 2025-09-09 | 0001819142-25-000059 | CEO total compensation as printed in SES AI's own proxy. As printed: 4,099,946. Filing ↗ |