Velarion · Company Intelligence
Compensation Brief
Fiscal year 2024 · Filings through 2025-10-03

SES AI (SES)

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.

$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
Companies that benchmark against SES
No companies currently name SES as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2024

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Qichao Hu$530,000$3,043,220$424,000$102,726$4,099,946
Founder, Chief Executive Officer and Director
Jing Nealis470,0001,044,114225,60017,2501,756,964
Chief Financial Officer
Hong Gan335,000724,575134,0009,9221,203,497
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.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY20232024
Qichao Hu$4,099,946
Jing Nealis1,756,964
Hong Gan1,203,497

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2024

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Hong GanPSU$148,305
Hong GanRSU576,270
Qichao HuPSU622,881
Qichao HuRSU2,420,339
Jing NealisPSU213,708
Jing NealisRSU830,406
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Hong Gan$576,270$148,305$020.5%
Qichao Hu2,420,339622,881020.5%
Jing Nealis830,406213,708020.5%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2024

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Qichao HuRSU557,880$1,221,757
Qichao HuRSU1,779,6613,897,458
Hong GanRSU1,137,1152,490,281
Jing NealisRSU887,1151,942,782
Jing NealisRSU610,5931,337,199
Hong GanRSU423,728927,964
Jing NealisPSU267,755586,383
Jing NealisRSU247,199541,366
Hong GanPSU186,950409,421
Qichao HuRSU186,223407,828
Jing NealisRSU139,470305,439
Hong GanRSU139,470305,439
Hong GanRSU93,111203,913
Jing NealisRSU74,489163,131
Qichao HuPSU9,18220,109
Qichao HuRSU91,5540
Jing NealisPSU49,4400
Hong GanPSU49,4400
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantMercer (US) Inc.
Clawback policytrue
Anti-hedging
Anti-pledging
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-10-01490,343,477904,654870,93999.82%Passed
20242024-06-07492,391,87235,938,563128,64093.2%Passed
20232023-06-08462,906,66196,59125,43099.98%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-10-0199.82%a
20242024-06-0793.2%b
20232023-06-0899.98%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.

09

Board fee structure and ownership guideline

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
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1SES AI2024Qichao 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Qichao HuDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation”. As printed: 4,099,946. Filing ↗
2Section 01, Jing NealisDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation”. As printed: 1,756,964. Filing ↗
3Section 01, Hong GanDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation”. As printed: 1,203,497. Filing ↗
4Section 03, Hong Gan PSUDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
5Section 03, Hong Gan RSUDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
6Section 03, Qichao Hu PSUDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
7Section 03, Qichao Hu RSUDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
8Section 03, Jing Nealis PSUDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
9Section 03, Jing Nealis RSUDEF 14A2025-09-090001819142-25-000059Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
10Section 06, 2025 voteForm 8-K2025-10-030001819142-25-000062Item 5.07 · say-on-pay result. As reported: 99.82% (votes for as printed: 490,343,477). Filing ↗
11Section 06, 2024 voteForm 8-K2024-06-100001819142-24-000027Item 5.07 · say-on-pay result. As reported: 93.2% (votes for as printed: 492,391,872). Filing ↗
12Section 06, 2023 voteForm 8-K2023-06-090001819142-23-000060Item 5.07 · say-on-pay result. As reported: 99.98% (votes for as printed: 462,906,661). Filing ↗
13Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
14SES AI (subject), Section 10b CEO totalDEF 14A2025-09-090001819142-25-000059CEO total compensation as printed in SES AI's own proxy. As printed: 4,099,946. Filing ↗