DEF: ACM Research to Hold Virtual Annual Meeting on June 12, 2025; Stockholders to Vote on Director Elections and Auditor Ratification

ACM Research will hold its annual stockholder meeting virtually on June 12, 2025, to vote on the election of directors and the ratification of the independent auditor.

Summary

• ACM Research, Inc. will hold its 2025 Annual Meeting of Stockholders on June 12, 2025, at 7 a.m., Pacific time, as a virtual meeting via live audio webcast.
• Stockholders of record as of April 15, 2025, are entitled to vote on the election of four directors and the ratification of Ernst & Young Hua Ming LLP as the independent auditor for 2025.
• The board of directors recommends voting for the election of all director nominees and for the ratification of the independent auditor.
• The total votes per proposal are 159,278,913, based on 58,842,693 shares of Class A common stock and 5,021,811 shares of Class B common stock outstanding as of the record date.
• The proxy materials are available online, and stockholders can vote via the internet, telephone, or mail prior to the meeting, or virtually during the meeting.
• The board has determined that Haiping Dun, Charles Pappis, and Tracy Liu qualify as independent directors.
• The company's executive compensation program includes base salary, annual cash bonus opportunities, and long-term equity awards.
• The CEO's annual total compensation for 2024 was $498,607, while the median employee's annual total compensation was $33,323, resulting in a CEO pay ratio of 15 to 1.
• The audit committee has approved the retention of Ernst & Young Hua Ming LLP as the independent auditor for the year ending December 31, 2025.
• The aggregate fees billed by Ernst & Young Hua Ming LLP for 2024 were $1,725,100, including $1,610,000 for audit fees and $115,100 for other fees.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining standard corporate governance procedures and compensation practices. There are no significant red flags or concerns raised.

Positives

• The virtual meeting format is expected to facilitate stockholder attendance and participation.
• The board of directors consists of a majority of independent directors.
• The company has a Code of Business Conduct applicable to all directors, officers, and employees.
• The company has implemented whistleblower procedures.
• The company prohibits employees and directors from hedging or pledging company securities.
• The company has a clawback policy for certain incentive compensation paid to executive officers.
• The company is committed to year-round, meaningful engagement with its stockholders.

Negatives

• The CEO pay ratio is 15 to 1, which may be a concern for some investors.
• The company did not grant stock options to any of its NEOs during 2024.

Risks

• The company operates in a highly competitive business environment within a rapidly evolving and extremely competitive talent market.
• The company's success is critically dependent on the skills, acumen and motivation of its executives and employees to rapidly execute at the highest level.
• The company's compensation committee does not strictly benchmark compensation to a specific level or percentile within a peer group, which may lead to compensation decisions that are not aligned with market practices.

Future Outlook

The company will continue its engagement initiatives with stockholders in 2025 and will continue to evaluate its NEO compensation program and philosophy as appropriate.

Management Comments

• The board invites you to participate in the Annual Meeting so that management can listen to your suggestions, answer your questions, and discuss business developments and trends with you.
• Thank you for your support, and we look forward to joining you at the Annual Meeting.

Industry Context

The company operates in the semiconductor industry, which is characterized by rapid technological advancements and intense competition for talent.

Comparison to Industry Standards

• The company's peer group consists of 14 companies in the semiconductor materials and equipment sector, including Alpha and Omega Semiconductor Limited, Mangnachip Semiconductor Corporation, and Veeco Instruments Inc.
• The company's executive compensation program is designed to be competitive with those of its peers, but the compensation committee does not strictly benchmark compensation to a specific percentile within the peer group.

Stakeholder Impact

• Stockholders will have the opportunity to vote on important matters related to the company's governance and direction.
• Employees are subject to a Code of Business Conduct and whistleblower procedures.
• Executive compensation is designed to align with the interests of stockholders.

Next Steps

• Stockholders are encouraged to vote their shares prior to the Annual Meeting.
• The company will hold its Annual Meeting on June 12, 2025.
• The company will continue its engagement initiatives with stockholders in 2025.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Independent Auditor, Executive Compensation, Corporate Governance, Stockholders, ACM Research