CEO Qichao Hu was paid $4,099,946 in fiscal year 2024, ↑ up 16.2% from fiscal year 2023 (SEC filing 0001819142-25-000059 ↗): 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.
$4,099,946 ↑ Qichao Hu total, FY2024 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 99.82% Say-on-pay support, latest vote |
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| 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 | $3,528,052 | — | ↑ +571,894 |
| Jing Nealis | 1,756,964 | 1,333,808 | — | ↑ +423,156 |
| Hong Gan | 1,203,497 | 1,089,662 | — | ↑ +113,835 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses SES 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 SES in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2024 total |
|---|---|---|
| Qichao Hu | CEO | $4,099,946 |
| Hong Gan | Chief Science Officer | $1,203,497 |
| Jing Nealis | CFO | $1,756,964 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2024 total |
|---|---|---|
| Anirvan Coomer | Former director (through FY2024) | — |
| Brian Krzanich | Former director (through FY2024) | $367,466 |
| Dr. Jang Wook Choi | Independent Director | $213,983 |
| Dr. Jiong Ma | Lead Independent Director | $263,983 |
| Eric Luo | Independent Director | $248,983 |
| Michael Noonen | Independent Director | $231,483 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jing Nealis | PSU | — | — | — | — | — | $213,708 |
| Hong Gan | RSU | — | — | — | — | — | 576,270 |
| Qichao Hu | RSU | — | — | — | — | — | 2,420,339 |
| Jing Nealis | RSU | — | — | — | — | — | 830,406 |
| Hong Gan | PSU | — | — | — | — | — | 148,305 |
| Qichao Hu | PSU | — | — | — | — | — | 622,881 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Jing Nealis | $830,406 | $213,708 | $0 | 20.5% |
| Hong Gan | 576,270 | 148,305 | 0 | 20.5% |
| Qichao Hu | 2,420,339 | 622,881 | 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 |
|---|---|---|---|---|
| Hu | RSU | 1,779,661 | — | $3,897,458 |
| Hong Gan | RSU | 139,470 | — | 305,439 |
| Hong Gan | RSU | 1,137,115 | — | 2,490,281 |
| Jing Nealis | PSU | 267,755 | — | 586,383 |
| Hu | RSU | 91,554 | — | 0 |
| Jing Nealis | RSU | 887,115 | — | 1,942,782 |
| Jing Nealis | RSU | 247,199 | — | 541,366 |
| Hong Gan | RSU | 93,111 | — | 203,913 |
| Jing Nealis | RSU | 610,593 | — | 1,337,199 |
| Hong Gan | PSU | 186,950 | — | 409,421 |
| Hu | RSU | 557,880 | — | 1,221,757 |
| Hu | PSU | 9,182 | — | 20,109 |
| Hong Gan | RSU | 423,728 | — | 927,964 |
| Hu | RSU | 186,223 | — | 407,828 |
| Jing Nealis | RSU | 139,470 | — | 305,439 |
| Jing Nealis | PSU | 49,440 | — | 0 |
| Jing Nealis | RSU | 74,489 | — | 163,131 |
| 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. 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.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Mercer (US) Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| 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. Approved under the standard stated in the filing — “Proposal 3 – Say on Pay Proposal -- Majority of votes cast”.
c. Approved under the standard stated in the filing — “Proposal 3 – Say on Pay Proposal -- Majority of votes cast”.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Brian KrzanichIndependent · Departed during FY | $39,500 | $327,966 | — | — | — | $367,466 |
| Dr. Jiong MaIndependent · Lead Independent Director · Audit · Compensation (Chair) · Nominating and Corporate Governance · Strategic Investment and Partnership | 100,000 | 163,983 | — | — | — | 263,983 |
| Eric LuoIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance · Strategic Investment and Partnership | 85,000 | 163,983 | — | — | — | 248,983 |
| Michael NoonenIndependent | 67,500 | 163,983 | — | — | — | 231,483 |
| Dr. Jang Wook ChoiIndependent · Nominating and Corporate Governance | 50,000 | 163,983 | — | — | — | 213,983 |
| Anirvan CoomerNot independent · Departed during FY | 0 | 0 | — | — | — | 0 |
| Dr. Qichao HuEmployee director · Board Chair · Nominating and Corporate Governance (Chair) · Strategic Investment and Partnership (Chair) | — | — | — | — | — | 0 |
| Andrew BoydIndependent · Audit · Compensation · Nominating and Corporate Governance · Newly elected | — | — | — | — | — | — |
| 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 | $5 |
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $342,000 |
| Equity awards (grant-date value) | $983,898 |
| All other compensation | $0 |
| Total cost of the board | $1,325,898 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
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.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
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, Jing Nealis 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 RSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Jing Nealis RSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, Hong Gan PSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 03, Qichao Hu PSU | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 10 | Section 08, Brian Krzanich | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 367,466. Filing ↗machine: span 862049–862174 |
| 11 | Section 08, Dr. Jiong Ma | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 263,983. Filing ↗machine: span 857123–857292 |
| 12 | Section 08, Eric Luo | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 248,983. Filing ↗machine: span 854606–854775 |
| 13 | Section 08, Michael Noonen | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 231,483. Filing ↗machine: span 859535–859704 |
| 14 | Section 08, Dr. Jang Wook Choi | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 213,983. Filing ↗machine: span 852284–852453 |
| 15 | Section 08, Anirvan Coomer | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 08, Dr. Qichao Hu | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 08, Andrew Boyd | DEF 14A | 2025-09-09 | 0001819142-25-000059 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 18 | 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 ↗ |
| 19 | 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 ↗ |
| 20 | 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 ↗ |
| 21 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 22 | Section 03b vehicle mix (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 |
| 23 | Section 09b board cost (computed) | Computed | — | — | Cash 342,000 + equity 983,898 + all other 0 = 1,325,898, summed across the director compensation table rows.machine: formula: Σ = 1,325,898 |
| 24 | 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 ↗ |
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