| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, DC 20549 | ||||||||
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SCHEDULE 14A
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| (Rule 14a-101) | ||||||||
| SCHEDULE 14A INFORMATION | ||||||||
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.)
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| Filed by the Registrant | ☑ | |||||||
| Filed by a Party Other than the Registrant | ☐ | |||||||
| Check the appropriate box: | ||||||||
| ☐ | Preliminary Proxy Statement | |||||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||
| ☑ | Definitive Proxy Statement | |||||||
| ☐ | Definitive Additional Materials | |||||||
| ☐ | Soliciting Material under §240.14a-12 | |||||||
| MICROVAST HOLDINGS, INC. | ||||||||
| (Name of Registrant as Specified in its Charter) | ||||||||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||||||
| Payment of Filing Fee (Check all boxes that apply): | ||||||||
| ☑ | No fee required | |||||||
| ☐ | Fee paid previously with preliminary materials | |||||||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||||||
MICROVAST HOLDINGS, INC.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
To Be Held: Friday, October 18, 2024
To the Stockholders of Microvast Holdings, Inc.:
Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Microvast Holdings, Inc., a Delaware corporation (the “Company,” “Microvast,” “we” or “our”), will be held virtually on October 18, 2024, at 9:00 a.m. Central Time for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| 1) | To elect three Class III director nominees to the Board of Directors, each to serve for a term of three years; | |||||||
| 2) | To ratify the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and | |||||||
| 3) | To transact such other business that may properly come before the 2024 Annual Meeting and any continuation, postponement or adjournment thereof. | |||||||
The 2024 Annual Meeting will be held virtually over the Internet at:
www.virtualshareholdermeeting.com/MVST2024
. You will not be able to attend the 2024 Annual Meeting in person.
We are pleased to utilize the United States Securities and Exchange Commission’s “notice and access” rules. Accordingly, we are providing stockholders access to our proxy materials over the Internet at:
www.proxyvote.com
.
On or about September 6, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of August 21, 2024 (the “Record Date”). Only holders of record of our common stock as of the close of business on the Record Date are entitled to receive notice of, attend and vote at the 2024 Annual Meeting and any continuation, postponement or adjournment thereof.
Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting, we encourage you to read the Proxy Statement and submit your vote as soon as possible.
Sincerely,
Yang Wu
Chairman and Chief Executive Officer
August 29, 2024
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE 2024 ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID THE COMPANY IN REDUCING THE EXPENSE OF PROXY SOLICITATION.
| Important Notice Regarding the Availability of Proxy Materials | ||
| for the 2024 Annual Meeting of Stockholders of Microvast Holdings, Inc. | ||
| to be Held on Friday, October 18, 2024 at 9:00 a.m. Central Time: | ||
| As permitted by rules adopted by the Securities and Exchange Commission, rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of Internet availability of proxy materials containing instructions on how to access these proxy materials and submit proxy votes online. | ||
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The Notice, Proxy Statement and Annual Report are available at:
www.virtualshareholdermeeting.com/MVST2024.
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TABLE OF CONTENTS
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REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE ANNUAL 2024 MEETING
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NOTE REGARDING THE BUSINESS COMBINATION
On July 23, 2021, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 1, 2021, by and among Tuscan Holdings Corp. (“Tuscan”), Microvast, Inc. (“Legacy Microvast”) and TSCN Merger Sub Inc. (“TSCN Merger Sub”). Pursuant to the Merger Agreement, TSCN Merger Sub merged with and into Legacy Microvast, with Legacy Microvast being the surviving corporation and becoming a wholly-owned subsidiary of Tuscan (the “Business Combination”). In connection with the Business Combination, we changed our name from Tuscan Holdings Corp. to “Microvast Holdings, Inc.”.
Unless otherwise indicated or the context otherwise requires, all references in this proxy statement to the “Company,” “we,” “us,” “our” and “Microvast” refer to Microvast Holdings, Inc. and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Legacy Microvast or Tuscan prior to the consummation of the Business Combination.
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 18, 2024
GENERAL INFORMATION
This proxy statement (“Proxy Statement”) is being furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Microvast Holdings, Inc. (the “Company,” “Microvast,” “we,” “our,” “us” and similar terms) on the Company’s behalf for use at the 2024 Annual Meeting of Stockholders to be held at virtually on Friday, October 18, 2024 at 9:00 a.m. Central Time, and any continuation, postponement or adjournment thereof (the “2024 Annual Meeting”). We encourage you to access the meeting prior to the start time.
Pursuant to provisions of our Amended and Restated Bylaws (the “Bylaws”) and by action of our Board, the close of business on August 21, 2024 was established as the record date (the “Record Date”) for determining the stockholders entitled to receive notice of, attend and vote at the 2024 Annual Meeting.
As permitted by the rules adopted by the United States Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials primarily via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date who are entitled to vote at the 2024 Annual Meeting. Instructions on how to access and review these proxy materials electronically, request hard copies of these materials and submit proxy votes online are stated in the Notice.
We will begin mailing the Notice to stockholders of record on or about September 6, 2024. We first made this Proxy Statement available to our stockholders at
www.proxyvote.com
on or about August 29, 2024, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024 (the “Annual Report”). We encourage you to read the Annual Report. It includes our audited financial statements and provides information about our business.
Frequently Asked Questions
The questions and answers below highlight only selected information from this Proxy Statement and only briefly address some commonly asked questions about the proposals to be presented at the 2024 Annual Meeting. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire Proxy Statement, the Annual Report and our other filings with the SEC.
What Stock Exchange do the Company’s securities trade on?
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The Company’s common stock and warrants currently trade on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbols “MVST” and “MVSTW,” respectively. On March 26, 2024, the Company
received written notice from Nasdaq that the average closing bid price of the Company’s shares of common stock was below the minimum closing bid price of $1 per share during the previous 30 consecutive trading days, as required for continued listing on Nasdaq under Rule 5450(a)(1) of Nasdaq’s listing rules (the “Rules”). The notice had no immediate impact on the listing of the Company’s common stock and warrants, which continue to be listed and trade on Nasdaq subject to the Company’s continued compliance with the other listing requirements of the Rules. The Company’s securities have an added indicator on NASDAQ.com indicating that it is non-compliant. Pursuant to the Rules, the Company has 180 days to cure the deficiency and regain compliance with the minimum closing bid price (subject to additional time periods for which the Company may be eligible). The Company is exploring available options to regain compliance within the prescribed time period.
What is the Company’s fiscal year?
The Company’s fiscal year ends on December 31 of each calendar year. In this Proxy Statement, we refer to the fiscal years ended December 31, 2023 and December 31, 2024 as “Fiscal 2023” and “Fiscal 2024”, respectively. Unless otherwise stated, all financial information presented in this Proxy Statement is based on the Company’s fiscal calendar.
In addition, we refer to the annual meeting of stockholders held or to be held during each of the calendar years ended December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027 as the “2024 Annual Meeting”, the “2025 Annual Meeting”, the “2026 Annual Meeting” and the “2027 Annual Meeting,” respectively.
We refer to our annual report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 1, 2024 as the “Annual Report.”
What items will be voted on at the 2024 Annual Meeting?
Stockholders may vote on the following proposals at the 2024 Annual Meeting:
1) the election of three Class III director nominees to the Board, each to serve for a term of three years; and
2) ratification of the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”) as the Company’s independent registered public accounting firm for Fiscal 2024.
The Company is not aware of any other business to be presented for a vote of the stockholders at the 2024 Annual Meeting. If any other matters are properly presented, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment. The chairman of the 2024 Annual Meeting may refuse to allow presentation of a proposal or nominee for the Board if the proposal or nominee was not properly submitted.
What are the Board’s voting recommendations?
The Board recommends that you vote your shares:
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1) “FOR” the election of the three Class III director nominees to the Board, each to serve for a term of three years; and
2) “FOR” the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for Fiscal 2024.
Who May Vote at the 2024 Annual Meeting?
Holders of our common stock on the Record Date are entitled to one vote for each share of the Company’s common stock held on the Record Date. As of the Record Date, there were 316,887,855 shares of the Company’s common stock issued and outstanding and approximately 99 stockholders of record.
Who is the Company’s transfer agent?
The Company’s transfer agent is Continental Stock Transfer & Trust Company (“Continental”).
What is the quorum requirement for the 2024 Annual Meeting?
The presence in person or by proxy of the holders of stock having a majority of the votes which could be cast by the holders of all outstanding stock entitled to vote at the 2024 Annual Meeting is required for the transaction of business. This is called a “quorum.” If you: (i) are present and vote electronically during the 2024 Annual Meeting; (ii) have voted on the Internet prior to the 2024 Annual Meeting; or (iii) properly submitted a proxy card or voting instruction form by mail prior to the 2024 Annual Meeting, your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained. Broker non-votes, as described below, will also be counted for purposes of determining whether a quorum is present. If a quorum is not present, the 2024 Annual Meeting will be adjourned until a quorum is obtained.
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholder of Record.
If, on the Record Date, your shares were registered directly in your name with Continental, the Company’s transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by Continental at the Company’s request. If you request printed copies of the proxy materials by mail, you will receive a proxy card to vote your shares.
Beneficial Owner of Shares Held in Street Name.
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was sent to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the 2024 Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “voting instruction form” which will be provided by the organization that holds your shares. The organization holding your account will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares.
As a beneficial owner of shares, you are also invited to attend the 2024 Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote or
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otherwise participate during the 2024 Annual Meeting unless you obtain a valid control number from your broker, bank, or other agent.
How can I attend the 2024 Annual Meeting?
Only stockholders as of the Record Date are entitled to attend, vote and otherwise participate during the 2024 Annual Meeting, which will be held on Friday, October 18, 2024 and will begin promptly at 9:00 a.m. Central Time. Guests are permitted to attend the 2024 Annual Meeting, but will not be permitted to vote or otherwise participate during the 2024 Annual Meeting.
Advance registration is recommended for stockholders wishing to vote or otherwise participate during the 2024 Annual Meeting. The registration process differs depending on how you hold your shares.
If you are a stockholder of record, you received a proxy card from Broadridge which contains instructions on how to attend the virtual meeting, along with your control number. Immediately prior to the start of the 2024 Annual Meeting, you will need to log into the meeting site using your control number. You are encouraged to register at least 15 minutes prior to the start of the meeting.
If you are a beneficial owner of shares held in street name, you must obtain a control number from the stockholder of record. Stockholders should contact their bank, broker or other nominee for instructions regarding obtaining their control number. You will not be able to vote or otherwise participate during the 2024 Annual Meeting unless you obtain a control number to the 2024 Annual Meeting.
How Do I Vote My Shares?
For Proposal No. 1, you may vote “For”, “Against” or “Abstain” with respect to each nominee to the Board.
For Proposal No. 2, you may vote “For,” “Against” or “Abstain”.
The procedures for voting are outlined below.
If you are a stockholder of record, there are three ways to vote:
•
Via the Internet, in advance of the 2024 Annual Meeting. You may vote by proxy via the Internet by following the instructions provided in the Notice you receive from Broadridge.
•
By Mail, in advance of the 2024 Annual Meeting. If you request printed copies of the proxy materials by mail, you may vote by proxy by completing, signing, dating and returning the proxy card in the envelope provided.
•
Virtually, during the 2024 Annual Meeting. You may vote during the 2024 Annual Meeting by attending virtually and submitting a ballot during the live webcast per the instructions on the Notice you receive from Broadridge.
If you are a beneficial owner of shares held in street name, there are three ways to vote:
•
Via the Internet, in advance of the 2024 Annual Meeting. You may vote by proxy via the Internet by following the instructions provided in the voting instruction form provided by the organization that holds your shares. The availability of Internet voting may depend on the voting process of the organization that holds your shares.
4
•
By Mail, in advance of the 2024 Annual Meeting. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.
•
Virtually, during the 2024 Annual Meeting. If you wish to vote during the 2024 Annual Meeting, you must obtain a control number from the organization that holds your shares. Please contact the organization that holds your shares for instructions regarding obtaining your control number. You will not be able to vote or otherwise participate during the 2024 Annual Meeting unless you obtain a control number to the 2024 Annual Meeting.
Do Microvast Warrants Have Voting Rights?
No, Microvast warrants trading on Nasdaq under the ticker symbol “MVSTW” do not have voting rights.
Can I change my vote?
You may revoke your proxy and change your vote at any time prior to the vote at the 2024 Annual Meeting. Prior to the applicable cutoff time, you may enter a new vote by using the Internet or by mailing a new proxy card or new voting instruction form bearing a later date (which will automatically revoke your earlier voting instructions). If you are a stockholder of record, you may accomplish this by granting a new proxy or by voting during the 2024 Annual Meeting. If you are a beneficial owner of shares held in street name, you may change your vote by submitting new voting instructions to your broker or nominee.
How are proxies voted? What happens if I do not give specific voting instructions?
All shares represented by valid proxies received before 11:59 p.m. Eastern Time the day before the 2024 Annual Meeting will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. If you return your proxy without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement.
As of the date these proxy materials were mailed, we are not aware of any other matters to be presented at the 2024 Annual Meeting other than the proposals described herein. If any other matters are properly presented for a vote at the 2024 Annual Meeting and you grant a proxy, the persons named as proxy holders will vote your shares on any additional matters properly presented for a vote at the meeting as recommended by the Board or, if no recommendation is given, in their own discretion.
What is the vote required for each proposal and how are abstentions and broker non-votes treated?
Proposal No. 1 (to elect three Class III director nominees to the Board, each to serve for a term of three years):
Directors will be elected by a plurality of the votes cast at the 2024 Annual Meeting. The three Class III director nominees named in this Proxy Statement receiving the greatest number of affirmative votes of the shares entitled to be voted will be elected as directors to serve until the 2027 Annual Meeting or until his or her successor has been appointed or elected and qualified or until his or her earlier death, resignation or removal. Abstentions and broker non-votes will have no effect on Proposal No. 1.
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Proposal No. 2 (to ratify the appointment of Deloitte as
the Company’s independent registered public accounting firm for Fiscal 2024):
Approval of Proposal No. 2 will require the affirmative vote by the holders of stock having a majority of the votes which could be cast by holders of shares (i) present during or by proxy at the 2024 Annual Meeting and (ii) entitled to vote on such matter. Abstentions will have the same practical effect as votes against the proposal. Proposal No. 2 is considered a routine matter; therefore, no broker non-votes are expected in connection with Proposal No. 2.
Who will serve as the inspector of election?
A representative from Broadridge Financial Solutions (“Broadridge”) will serve as the inspector of election.
Where can I find the voting results of the 2024 Annual Meeting?
The preliminary voting results will be announced at the 2024 Annual Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the 2024 Annual Meeting.
Who is paying for the cost of this proxy solicitation?
The Company is paying the costs of the solicitation of proxies. In addition to solicitation by mail, proxies may be solicited personally or by telephone, facsimile, email or other means by our directors, officers or regular employees on the Company’s behalf. These parties will not be paid any additional compensation for soliciting proxies. Upon request, we will also reimburse brokerage firms, banks, broker-dealers or other similar organizations and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy and solicitation materials to beneficial owners of stock.
What is householding?
SEC rules allow us to deliver a single Notice to one physical address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we will deliver only one Notice to multiple stockholders who share an address, unless we have received different instructions from the affected stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate Notice, as requested, to any stockholder at the shared address to which a single copy was delivered. If you prefer to receive a separate copy of the Notice, contact: Microvast Holdings, Inc., 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477, Attention: General Counsel, Telephone: (281) 491-9505.
Whom should I call with other questions?
If you have additional questions about these proxy materials or the 2024 Annual Meeting, please contact: Microvast Holdings, Inc., 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477, Attention: General Counsel, Telephone: (281) 491-9505.
What are the implications of being an “Emerging Growth Company”?
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We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements, including reduced disclosure about our executive compensation arrangements. For so long as we remain an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say on pay” and “say on frequency” votes. We will remain an emerging growth company until the earlier of: (1) (a) the last day of the fiscal year ending after the fifth anniversary of our initial public offering, (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, or (c) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
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PROPOSALS
Proposal No. 1: Election of Directors
General
Our Board currently consists of five directors divided into three classes designated as Class I, Class II and Class III with staggered three-year terms, as further described in the table below. The number of directors is currently fixed at seven by resolution of the Board, although two of those director positions are currently vacant. M. Stanley Whittingham resigned from the Board effective October 9, 2023, and Stephen A. Vogel resigned from the Board effective July 7, 2024.
Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. Any increase or decrease in the number of directors shall require the affirmative vote of the Wu Directors. See C
ertain Relationships and Related Party Transactions
—
Related Party Transactions
—
Stockholders Agreement
for the definition of and additional details regarding the Wu Directors.
Craig Webster was elected to the Board on July 23, 2021 and subsequently resigned from the Board effective July 1, 2022 in connection with his appointment as the Company’s Chief Financial Officer. Yeelong Tan Balladon was appointed to the Board to fill Mr. Webster’s vacancy effective July 1, 2022.
| Class |
Term
Expiring
|
# Directors
In Class
|
Director(s) | |||||||||||||||||
| Class I | 2025 Annual Meeting | two (one vacant) | Wei Ying | |||||||||||||||||
| Class II | 2026 Annual Meeting | two (one vacant) | Arthur Wong | |||||||||||||||||
| Class III | 2024 Annual Meeting | three | Yang Wu, Yanzhuan Zheng, Yeelong Tan Balladon | |||||||||||||||||
Nominees for Class III Directors
The term of the current Class III directors expires at the 2024 Annual Meeting. Yeelong Tan Balladon and Yanzhuan Zheng, both current Class III directors, have notified the Board that they will resign from the Board effective as of the date of the 2024 Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Yang Wu
for re-election at the 2024 Annual Meeting and has nominated Isida Tushe and Yixin Pan for election at the 2024 Annual Meeting. If elected, each Class III director will serve a three-year term expiring at the 2027 Annual Meeting or until his or her successor has been appointed or elected and qualified or until the director’s earlier death, resignation or removal.
The biographies for Class III director nominees Isida Tushe and Yang Wu are described under the section entitled “
Our Executive Officers”
.
Yixin Pan
is a proposed nominee for the Board as a Class III director. Ms. Pan has over 25 years of experience in tech innovation, entrepreneurship, operations, marketing, investment banking, and M&A across multiple industries and for
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Fortune 500 companies and small emerging technology startups. Ms. Pan currently serves as a board member, audit committee member, and the committee chair of the Nomination, Governance and Compensation Committee and the Technology Committee of VIQ Solutions (TSX:VQS), and has served as managing partner of XTVUE, LLC., a boutique investment bank and management consulting firm, since 2008. Ms. Pan earned her MBA from Cornell University and an MS in Mechanical Engineering from Northern Illinois University.
Ms. Pan is qualified to serve on our Board due to her extensive leadership experience and industry knowledge.
Ms. Pan is a U.S. citizen and resides in the U.S.
Each of the nominees has indicated his or her willingness to serve, if elected, and have consented to being named in this Proxy Statement. If any of the nominees should become unable or unwilling to serve before the 2024 Annual Meeting, the Board may either reduce its size or designate or not designate a substitute nominee. If the Board designates a substitute nominee, the proxy holders may cast your vote for such substitute nominee.
The Board unanimously recommends that stockholders vote “FOR” the election of each of Yang Wu, Isida Tushe and Yixin Pan.
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee, in accordance with its charter and authority delegated to it by the Board, appointed Deloitte, located in Beijing, People’s Republic of China (“China”), to serve as the Company’s independent registered public accounting firm on October 18, 2021. In addition, Deloitte has acted as the independent registered public accounting firm of Legacy Microvast since 2011. Our Board has directed that Deloitte’s appointment be submitted to our stockholders for ratification at the 2024 Annual Meeting and recommends that stockholders approve the ratification of the Audit Committee’s appointment of Deloitte for Fiscal 2024.
The Holding Foreign Companies Accountable Act (the “HFCAA”) requires the SEC to prohibit trading on U.S. stock exchanges and in the U.S. over-the-counter markets the securities of covered issuers (each such company, a “Commission-Identified Issuer”) if such issuer’s financial statements are audited by accounting firms that the U.S. Public Company Accounting Oversight Board (the “PCAOB”) determines it has been unable to inspect or investigate completely for a period of three consecutive audit years.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant
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fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our securities are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our securities. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.
If our stockholders do not ratify the selection of Deloitte, the Audit Committee may reconsider the appointment. Even if the appointment is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its stockholders.
At the time of the mailing of this Proxy Statement, the Company does not anticipate that any representative of Deloitte will be present at the 2024 Annual Meeting. Should a representative of Deloitte be available and desire to make a statement at the 2024 Annual Meeting, they will have the opportunity to do so.
The Board unanimously recommends that stockholders vote “FOR” the ratification of the Audit Committee’s appointment of Deloitte as our independent registered public accounting firm for Fiscal 2024.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte for the periods indicated.
| For the Year Ended December 31, | 2022 | 2023 | ||||||||||||||||||
|
Audit Fees
(a)
|
$ 1.6 | million |
$ 1.8
|
million | ||||||||||||||||
|
Audit-Related Fees
(b)
|
$ | — | — | |||||||||||||||||
|
Tax fees
(c)
|
— | $ 0.1 million | ||||||||||||||||||
|
All other fees
(d)
|
— | — | ||||||||||||||||||
| Total | $ 1.6 | million |
$ 1.9
|
million | ||||||||||||||||
(a)
Audit fees represent fees for services provided in connection with the audit of our consolidated financial statements, review of our interim consolidated financial statements and audit services provided in connection with other statutory or regulatory filings.
(b)
Audit-related fees consist of assurance and related services rendered by the principal accountant related to the performance of the audit or review of our consolidated financial statements, which have not been reported under audit fees above.
(c)
Tax fees represent fees for professional services rendered for tax compliance, tax advice and tax planning.
(d)
All other fees include fees for services provided other than the services reported above.
Audit Committee Pre-Approval Policies and Procedures
At its regularly scheduled and special meetings or by written consent, the Audit Committee considers and pre-approves any audit and non-audit services to be performed by the Company’s independent accountants. On July 25, 2021, the Audit Committee adopted its pre-approval policies and procedures. Since that date, there have been no audit or non-audit services rendered by the Company’s principal accountants that were not pre-approved.
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OUR EXECUTIVE OFFICERS
The following information is provided as of the Record Date.
| Name | Age | Position(s) | ||||||||||||
| Yang Wu | 58 | Chief Executive Officer and Chairman of the Board | ||||||||||||
| Isida Tushe | 37 | President, General Counsel, and Corporate Secretary | ||||||||||||
| Wenjuan Mattis, Ph.D. | 43 | Chief Technology Officer | ||||||||||||
| Shengxian Wu, Ph.D. | 42 | Chief Operating Officer | ||||||||||||
| Lu Gao | 41 | Chief Accounting Officer | ||||||||||||
Yang Wu
was elected to our Board as a Class III Director on July 23, 2021 and is a proposed nominee for re-election to the Board as a Class III Director. Mr. Wu is the founder of Microvast and has been its Chairman, Chief Executive Officer and director since its inception in October 2006. Mr. Wu served as President of the Company from January 10, 2023 to August 3, 2023. From 2000 to 2006, Mr. Wu served as chief executive officer at Omex Environmental Engineering Co., Ltd., a water treatment company, which he founded and was acquired by Dow Chemical Company in 2006. From 1996 to 2000, Mr. Wu served as chief executive officer and founder of Omex Engineering and Construction Inc. Prior to Omex Engineering and Construction, from 1989 to 1996, Mr. Wu was the founder of World Wide Omex, Inc., an agent for a large oilfield service company. Mr. Wu received his bachelor’s degree from Southwest Petroleum University, Chengdu.
Mr. Wu is qualified to serve on our Board due to his deep industry expertise and his leadership experience.
Mr. Wu is a U.S. citizen and resides in the U.S.
Isida Tushe
serves as our President, General Counsel and Corporate Secretary and is a proposed nominee for election to the Board as a Class III Director. Ms. Tushe has served as the Company’s General Counsel since March 15, 2023 and as the Company’s Corporate Secretary since May 8, 2023 and was appointed as President of the Company on April 18, 2024.
Prior to joining the Company, Ms. Tushe served as the General Counsel and Corporate Secretary at DC Green Bank and mPhase Technologies, Inc., where she oversaw all legal and compliance matters. Prior to that, Ms. Tushe served as the General Counsel of FFP New Hydro LLC, a developer of low-impact hydroelectric energy generation and storage in the United States, overseeing all legal and lobbying functions. Ms. Tushe has also held various senior positions involving finance, commercial and legal aspects of structured finance, M&A, project finance and development, intellectual property and corporate governance, including as VP and Senior Counsel at Pine Gate Renewables, LLC and as VP of Project Finance and Counsel at Fuel Cell Energy, Inc.
Ms. Tushe is qualified to serve on our Board due to her legal and finance project experience, particularly with companies in power generation, renewables and clean technologies.
Ms. Tushe is a U.S. citizen and resides in the U.S.
Dr. Shengxian Wu
was appointed as our Chief Operating Officer on April 18, 2024.
Dr. Wu has served as Microvast China’s President since January 2021. Prior to joining Microvast China in March 2016, Dr. Wu served as manager of the Commercial Vehicle Research Institute of Zhejiang Geely Holding Group and Beiqi Foton Motor Company for more than 6 years. Dr. Wu holds a Bachelor of Science degree in Environmental Engineering from Beijing Institute of Technology and a Ph.D. in Lithium Battery from Beijing Institute of Technology.
Dr. Wu is a citizen of China and resides in China.
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Dr. Wenjuan Mattis
was appointed as our Chief Technology Officer on July 23, 2021. She joined Microvast, Inc. in 2013, and she has served as Microvast Inc.’s Chief Technology Officer since January 2018, leading the development of battery materials, cells, modules and packs from R&D to production. Prior to that, she served as Vice President of Technology since January 2015, and as Chief Scientist from October 2013 to December 2014. From March 2010 to October 2013, Dr. Mattis served as Senior Research Engineer at Dow Chemical Company in Midland, Michigan, where she led and participated in battery projects developing materials and cells for electrified vehicles and consumer electronics. In May 2016, Dr. Mattis was the youngest member ever elected to the board of directors of the International Meeting on Lithium Batteries association. She has also served as the Vice President of International Automotive Lithium Battery Association since June 2013. Dr. Mattis holds a Bachelor of Science degree in Mechanics and Engineering Science from Fudan University, Shanghai and a Ph.D. degree in Materials Science and Engineering from the Pennsylvania State University. Dr. Mattis has been working on the development of lithium-ion battery technology for over 16 years. She has authored 22 papers and holds 117 patents.
Dr. Mattis is a U.S. citizen and resides in the U.S.
Lu Gao
was appointed as Chief Accounting Officer of the Company on July 23, 2021. She joined Microvast, Inc. as its Chief Accounting Officer in March 2019. Prior to joining Microvast, she worked for Deloitte Touche Tohmatsu Certified Public Accountants LLP from July 2005 to May 2018 in various positions, where she was the leading manager participating in auditing a number of U.S. listed companies. She holds a bachelor’s degree from Renmin University of China, with a major in accounting.
Ms. Gao is a citizen of China and resides in China.
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OUR BOARD OF DIRECTORS
The following information is provided as of the Record Date.
| Name | Age | Position(s) | ||||||||||||
| Yang Wu* | 58 | Chief Executive Officer and Chairman of the Board | ||||||||||||
| Arthur Wong | 64 | Director | ||||||||||||
| Yeelong Tan Balladon** | 65 | Director | ||||||||||||
| Wei Ying | 58 | Director | ||||||||||||
| Yanzhuan Zheng** | 60 | Director | ||||||||||||
* Mr. Wu’s biography and age are included under “
Our Executive Officers
” above.
** Ms. Balladon and Mr. Zheng will resign from the Board effective as of the date of the 2024 Annual Meeting.
Yeelong Tan Balladon
was appointed to the Board as a Class III Director effective July 1, 2022. Ms. Balladon has served as the lead independent trustee of the board of the Ashmore Funds since 2010 and as lead independent trustee since 2014. The Ashmore Funds is a registered U.S. mutual funds complex dedicated to investing in emerging markets. Ms. Balladon also served as a non-executive director of Pacnet Limited from 2008–2015 and Jasper Investments from 2011–2015. Ms. Balladon was an associate and subsequently a partner at Freshfields Bruckhaus Deringer, an international law firm, from 1982–1988 and 1994–2009. She retired from the partnership in 2009. Ms. Balladon holds an LL.B. from the National University of Singapore and is legally professionally qualified in Singapore, England & Wales and the New York Bar.
Ms. Balladon is qualified to serve on our Board due to her extensive legal and financial experience in the finance, banking and M&A sectors, particularly in emerging markets.
Ms. Balladon is a U.S. citizen and resides in the U.S.
Yanzhuan Zheng
was elected to the Board as a Class III Director on July 23, 2021. Mr. Zheng was appointed as the Company’s Chief Financial Officer on July 23, 2021 and, on April 14, 2022, Mr. Zheng transitioned from his role as Chief Financial Officer of the Company to advisor. Mr. Zheng also served as Microvast, Inc.’s Chief Financial Officer and as a director since 2010. Prior to joining Microvast, Mr. Zheng joined Quantum Energy Partners, a Houston-based private equity firm, in 2007. Mr. Zheng began his career with Arthur Anderson LLP in 1997. Mr. Zheng holds a Master of Science degree in accounting from Texas A&M University and is a Certified Public Accountant and a CFA Charter holder.
Mr. Zheng is qualified to serve on our Board due to his extensive experience and knowledge of accounting and financial matters.
Mr. Zheng is a U.S. citizen and resides in the U.S.
Arthur Wong
was elected to the Board as a Class II Director on July 23, 2021 and was re-elected on September 27, 2023. Mr. Wong currently serves as an independent director and Chairman of the audit committee of Daqo New Energy Corp. (NYSE: DQ). From March 2019 to June 2024, Mr. Wong served as an independent director of Canadian Solar Inc. (NASDAQ: CSIQ). From March 2020 to March 2022, Mr. Wong served as an independent director of Tarena International, Inc. (NASDAQ: TEDU). From 2008 to 2018, Mr. Wong served as the Chief Financial Officer for Asia New-Energy, Nobao Renewable Energy, GreenTree Inns Hotel Management Group and Beijing Radio Cultural Transmission Company Limited, sequentially. From 1982 to 2008, Mr. Wong worked for Deloitte Touche Tohmatsu in Hong Kong, San Jose and Beijing over various periods of time, with his last position as a partner in the Beijing office. Mr. Wong received a bachelor’s degree in applied economics from the University of San Francisco and a higher diploma of accountancy from Hong Kong Polytechnic University. He is a member of the American Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.
14
Mr. Wong is qualified to serve on our Board due to his extensive experience and knowledge of accounting and financial matters as well as audit functions.
Mr. Wong is both a U.K. citizen and a Hong Kong citizen and resides in China.
Wei Ying
was elected to the Board as a Class I Director on July 23, 2021 and was re-elected on August 12, 2022. Mr. Ying has been a director of Microvast, Inc. since June 2017. Since December 2014, Mr. Ying has been a managing partner and director of CDH Shanghai Dinghui Bai Fu Investment Management Co., Ltd., a key investment manager entity under CDH Investment, and some of its affiliates. Mr. Ying has served as a director of CHTC Fong’s Industries Company Limited (HKG: 0641) since September 2011, a director of Fountain Set (Holdings) Limited (HKG: 0420) since January 2015, a director of Giant Network Group Co., Ltd. (002558.SZ) since May 2016, a director of Zhongsheng Group Holdings Limited (OTCMKTS: ZSHGY) since December 2016, a director of Beijing East Environment Energy Technology Co., Ltd. (NEEQ: 831083) since July 2017, a director of Yunji Inc. (NASDAQ: YJ) since February 2018, and a director of Sinocelltech Group Limited (688520:Shanghai) since February 2019. Mr. Ying has also served as a director of Guolian Industry Investment Fund Management (Beijing) Co., Ltd. since February 2014, a director of Huaian Yuchu Transportation Co., Ltd. since August 2016, a director of Zhejiang Liji Electronics Co., Ltd. since December 2020, a director of Ane (Cayman) Inc. and its affiliates since August 2016, a director of Ningbo Dingcheng Investment Management Co., Ltd. since March 2018, a director of Shenzhen Tajirui Biomedical Co., Ltd. since July 2018, a director of Ningbo Dingyi Asset Management Co., Ltd. since October 2015, and a director of Shanghai Jiexin VC Investment Management Co., Ltd. since January 2017. Mr. Ying received a Bachelor’s Degree in Economics from Zheijiang Gohgshang University and a Master of Business Administration from the University of San Francisco School of Management.
Mr. Ying is qualified to serve on our Board due to his extensive leadership experience and industry knowledge.
Mr. Ying is a Hong Kong citizen and resides in Hong Kong.
Arrangements and Family Relationships
There are no arrangements or understandings between any of Yang Wu, Isida Tushe, Wenjuan Mattis, Ph.D., Shengxian Wu, Ph.D., or Lu Gao and any other persons pursuant to which such individual was appointed as an executive officer of the Company. Yang Wu, Yanzhuan Zheng and Arthur Wong were nominated by Mr. Wu as Wu Directors. See C
ertain Relationships and Related Party Transactions
—
Related Party Transactions
—
Stockholders Agreement
for additional details regarding the Wu Directors. There are no family relationships between any of Yang Wu, Isida Tushe, Wenjuan Mattis, Ph.D., Shengxian Wu. Ph.D., or Lu Gao and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.
Independence of Directors
Under applicable SEC rules and the continued listing requirements of Nasdaq (“Nasdaq Rules”), we are required to have a majority of independent directors serving on our Board. Our Board has determined that three of our five directors, namely, Yeelong Tan Balladon, Wei Ying and Arthur Wong, are independent within the meaning of Nasdaq Rule 5605(a)(2) and that Yixin Pan, if elected to the Board at the 2024 Annual Meeting, will be independent within the meaning of Nasdaq Rule 5605(a)(2).
Composition of Our Board
15
Our Board is divided into three classes, with each class serving a three-year term. Wei Ying is a Class I director whose term will expire at the 2025 Annual Meeting; Arthur Wong is a Class II director whose term will expire at the 2026 Annual Meeting; and each of Yang Wu, Yanzhuan Zheng and Yeelong Tan Balladon is a Class III director whose term will expire at the 2024 Annual Meeting.
Pursuant to the terms of the Stockholders Agreement, Mr. Wu has the right, but not the obligation, to nominate a certain number of directors for election (each, a “Wu Director”). Yang Wu, Yanzhuan Zheng and Arthur Wong were each nominated by Mr. Wu to serve as Wu Directors. See C
ertain Relationships and Related Party Transactions
—
Related Party Transactions
—
Stockholders Agreement
for additional details regarding the Wu Directors.
Board Diversity Matrix
The following Board Diversity Matrix presents our Board diversity statistics as of the Record Date in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. Our Board satisfies the minimum objectives of Nasdaq Rule 5606(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an underrepresented minority (as defined by Nasdaq Rules).
| Board Diversity Matrix (as of the Record Date) | ||||||||||||||||||||
| Total Number of Directors: | 5 | |||||||||||||||||||
| Part I: Gender Identity | Female | Male | Non-Binary |
Did Not
Disclose
Gender
|
||||||||||||||||
| Directors | 1 | 4 | ||||||||||||||||||
| Part II: Demographic Background | ||||||||||||||||||||
| African American or Black | ||||||||||||||||||||
| Alaskan Native or American Indian | ||||||||||||||||||||
| Asian | 1 | 4 | ||||||||||||||||||
| Hispanic or Latinx | ||||||||||||||||||||
| Native Hawaiian or Pacific Islander | ||||||||||||||||||||
| White | ||||||||||||||||||||
| Two or More Races or Ethnicities | ||||||||||||||||||||
| LGBTQ+ | ||||||||||||||||||||
| Did Not Disclose Demographic Background | ||||||||||||||||||||
Meeting Attendance
During Fiscal
2023, the full Board met 12 times.
Each member of the Board attended or participated in 75% or more
of the aggregate of: (i) the total number of meetings of the Board (held during the period for which such person has been a director); (ii) the total number of subcommittee meetings of the Board or one of its committees on which such person served; and (iii) the total number of meetings held by all committees of the
Board on which such person served (during the periods that such person served) during Fiscal 2023.
16
In addition, our Corporate Governance Guidelines provide that directors are expected to attend the Company’s annual meeting of stockholders.
Committees of the Board
Our Board has an Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. The Board committees act in an advisory capacity to the full Board, except that the Compensation Committee has direct responsibility for the Chief Executive Officer’s goals, performance and compensation along with compensation of other executive officers, and the Audit Committee has direct responsibility for appointing, replacing, compensating and overseeing our independent registered public accounting firm. Our Board has adopted written charters for each of the standing committees that clearly establish the committees’ respective roles and responsibilities, which are posted to our website at
https://ir.microvast.com/leadership-governance/documents-charters
. In addition, each committee has the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors, to carry out its duties. The Board has determined that each member of the Audit Committee meets the independence requirements under the Nasdaq Rules and the rules and regulations of the SEC applicable to audit committee members. The Board has also determined that each member of the Compensation Committee meets the independence requirements under the Nasdaq Rules and the rules and regulations of the SEC applicable to compensation committee members.
Audit Committee
The Board has established an Audit Committee in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Our Audit Committee consists of Ms. Balladon, Mr. Wong and Mr. Ying, with Mr. Wong serving as chair and as the audit committee financial expert.
Under the applicable Nasdaq Rules and rules and regulations of the SEC, our Audit Committee must consist of all independent members. Each of Ms. Balladon, Mr. Wong and Mr. Ying is independent under the applicable Nasdaq Rules and rules and regulations of the SEC
The Board has adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:
•
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10
-K;
•
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements
;
•
discussing with management major risk assessment and risk management policies
;
•
reviewing and approving all related
-party
transactions
;
•
inquiring and discussing with management our compliance with applicable laws and regulations
;
•
monitoring the independence of the independent auditor
;
•
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law
;
17
•
pre
-approving
all audit services and permitted non
-audit
services to be performed by our independent auditor, including the fees and terms of the services to be performed
;
•
appointing or replacing the independent auditor
;
•
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work
;
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
and
•
approving reimbursement of expenses incurred by our management team in identifying potential target businesses
.
Our Audit Committee
held six
meetings in Fiscal 2023.
Financial Experts on Audit Committee
The Audit Committee will at all times be composed exclusively of “independent directors,” as defined for audit committee members under the Nasdaq Rules and the rules and regulations of the SEC, who are “financially literate,” as defined under the Nasdaq Rules. The Nasdaq Rules define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. All members of our Audit Committee are financially literate. In addition, we are required to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication (the “financial expert”). Arthur Wong serves as the financial expert on the Audit Committee.
Compensation Committee
The Board has established a Compensation Committee. Mr. Wong and Ms. Balladon serve as members of our Compensation Committee, with Ms. Balladon serving as its chair. Under the applicable Nasdaq Rules and rules and regulations of the SEC, our Compensation Committee must consist of all independent members. Each of Mr. Wong and Ms. Balladon is independent under the applicable Nasdaq Rules and rules and regulations of the SEC.
The Board has adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:
•
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
•
reviewing and approving the compensation of all of our other executive officers;
•
reviewing our executive compensation policies and plans;
18
•
reviewing our incentive compensation equity-based remuneration plans;
•
assisting management in complying with our prospectus and annual report disclosure requirements;
•
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
•
if required, producing a report on executive compensation to be included in our annual prospectus; and
•
reviewing, evaluating and recommending to the Board changes, if appropriate, to the remuneration for directors.
Our Compensation Committee held five meetings in Fiscal 2023.
Role of the Compensation Committee and the Chief Executive Officer
The Compensation Committee, consisting entirely of independent directors, is responsible for determining the compensation of our executive officers. The Compensation Committee regularly evaluates the Company’s executive compensation practices to determine if any changes may be appropriate. During this process, the Compensation Committee may consult with the Chief Executive Officer and other members of management; however, the Compensation Committee operates independently of management and receives compensation advice and data from an outside independent advisor. The Compensation Committee may, from time to time, delegate authority to one or more subcommittees consisting of one or more of its members when and as the Compensation Committee deems appropriate in order to carry out its responsibilities.
The Chief Executive Officer reviews and discusses the performance of the other executive officers with the Compensation Committee to assist it in determining whether changes in their compensation may be appropriate. The Compensation Committee gives considerable weight to the Chief Executive Officer’s evaluation of the other executive officers because of his direct knowledge of each executive officer’s performance and contributions. While Mr. Wu provides input with respect to the other executive officers, Mr. Wu has not and does not participate in the Compensation Committee’s deliberations or decisions with regard to his own compensation.
Role of Independent Compensation Advisors
For Fiscal 2023, the Compensation Committee engaged a compensation consultant, Frederic W. Cook & Co. (“FW Cook”) to help it in assessing executive officer and director compensation. While the Compensation Committee considered input from FW Cook, the Compensation Committee’s decisions ultimately reflect many factors and considerations. For Fiscal 2023, the Compensation Committee reviewed the independence of FW Cook pursuant to SEC rules and the Nasdaq Rules and concluded that FW Cook was independent and that its work for the Compensation Committee did not raise any conflict of interest.
Nominating and Corporate Governance Committee
The Board has established a Nominating and Corporate Governance Committee. Mr. Wong and Ms. Balladon serve as members of our Nominating and Corporate Governance Committee, with Mr. Wong serving as its chair. Each of Mr. Wong and Ms. Balladon is independent under the applicable Nasdaq Rules and rules and regulations of the SEC.
19
The primary purpose of our Nominating and Corporate Governance Committee is to assist the Board in matters relating to the appropriate size, functioning and needs of the Board, including, but not limited to, recruitment and retention of high-quality members of the Board and committee composition and structure.
Our Nominating and Corporate Governance Committee held
four
meetings in Fiscal 2023.
Guidelines for Selecting Director Nominees
.
The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide that persons to be nominated: