Document

DEF 14A 1 acmr-2026proxystatements.htm DEF 14A Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to

Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant x			Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

ACM Research, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed



NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS and PROXY STATEMENT
2026 Annual Meeting June 10, 2026 7 a.m., Pacific time Virtual-only meeting, with webcast access at virtualshareholdermeeting.com/ACMR2026	Inside CEO’s letter to stockholders
	Information on voting proposals:
		Election of four directors
		Ratification of appointment of independent auditor for 2026


			42307 Osgood Rd, Suite I Fremont, California 94539

April 27, 2026

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of ACM Research, Inc. to be held on June 10, 2026, at 7 a.m., Pacific time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with our prior practice. Each holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 13, 2026, will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ACMR2026 and entering the control number included on the stockholder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.

During the Annual Meeting, stockholders will be asked to elect the entire board of directors and to ratify the appointment of Ernst & Young Hua Ming LLP as our independent auditor for 2026.

We are furnishing proxy materials to our stockholders over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2025 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet.

It is important that you vote your shares of Class A and Class B common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt attention.

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.

Sincerely,

David H. Wang

Chief Executive Officer and President


			42307 Osgood Rd, Suite I Fremont, California 94539

Notice of 2026 Annual Meeting
of Stockholders

Meeting Details

When

7 a.m., Pacific time,
on June 10, 2026

Where

Webcast only, access at:
virtualshareholdermeeting.com/ACMR2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 10, 2026:

The Notice of 2026 Annual Meeting of Stockholders, the Proxy Statement, the 2026 Annual Report to Stockholders and instructions for voting via the Internet can be accessed at proxyvote.com.

To Stockholders of ACM Research, Inc.:

The board of directors is soliciting proxies for use at the ACM Research, Inc. 2026 Annual Meeting of Stockholders. You are receiving the enclosed proxy statement because you were a holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 13, 2026 and therefore are entitled to vote at the Annual Meeting.

You may participate in the Annual Meeting, including casting votes and submitting questions, by accessing a live webcast at virtualshareholdermeeting.com/ACMR2026 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to you. Online check-in to the Annual Meeting will begin at 6:45 a.m., Pacific time, and stockholders are encouraged to allow time to log in to the meeting webcast and test their computer audio system. There will be no physical location for the Annual Meeting.

How to Vote in Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form should be readily available.

Internet

Vote from any web-enabled device at proxyvote.com

Telephone

Vote toll-free by calling +1.800.690.6903

Mail

Vote by mailing a signed, completed proxy card in the postage-paid,

pre-addressed envelope

The Annual Meeting will be held to consider and vote upon the following proposals:


Proposal

1			Election of four directors
2			Ratification of appointment of independent auditor for 2026

In addition, any other business properly presented may be acted upon at the Annual Meeting. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to twenty votes for each proposal.


			42307 Osgood Rd, Suite I Fremont, California 94539

In accordance with Securities and Exchange Commission rules, we are providing stockholders with access to proxy materials on the Internet, instead of mailing printed copies. We are mailing to stockholders, commencing on or about April 27, 2026, a Notice of Internet Availability of Proxy Materials to provide:

•directions for accessing and reviewing the proxy materials on the Internet and submitting a proxy over the Internet or by telephone;

•instructions for requesting copies of proxy materials in printed form or by email at no charge; and

•a control number for use in submitting proxies and accessing the Annual Meeting webcast.

By Order of the Board,

Mark McKechnie

Secretary

April 27, 2026



			We will maintain a list of stockholders of record as of the record date at our corporate headquarters located at 42307 Osgood Road, Suite I, Fremont, California 94539 for a period of ten days prior to, and ending at the close of, the Annual Meeting. In order for us to make the list available to you quickly and safety, we recommend that you notify us by emailing investor.relations@acmrcsh.com one business day in advance of the day on which you intend to review the list. Beginning fifteen minutes prior to, and ending at the close of, the Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at virtualshareholdermeeting.com/ACMR2026.


			42307 Osgood Rd, Suite I Fremont, California 94539

2026 Annual Meeting of Stockholders

Proxy Statement dated April 27, 2026

ACM Research, Inc., a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2026 Annual Meeting of Stockholders and any adjournments. ACM Research, Inc. is providing these materials to the holders of record of its Class A common stock, $0.0001 par value per share, and Class B common stock, $0.0001 par value per share, as of 5 p.m., Eastern time, on the record date of April 13, 2026 and is first mailing the materials on or about April 27, 2026.

The Annual Meeting is scheduled to be held exclusively by webcast as follows:

Date

Thursday, June 10, 2026

Date

7 a.m., Pacific time

Meeting

Webcast Address

virtualshareholdermeeting.com/ACMR2026

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.


			42307 Osgood Rd, Suite I Fremont, California 94539

Contents


			Page
2026 Proxy Summary			1
Questions and Answers About the Annual Meeting			5
Vote Required for Election or Approval			10
Corporate Governance			12
Board of Directors Overview			12
Independence of Directors			13
Code of Business Conduct			14
Employee, Officer and Director Hedging			14
Board Oversight of Risk			14
Board Leadership Structure			15
Audit Committee			15
Nominating and Governance Committee			16
Compensation Committee			17
Compensation Committee Interlocks and Insider Participation			17
Certain Relationships and Related-Person Transactions			18
Director Compensation			19
Proposal 1. Election of Directors			21
Director Qualifications			21
Identifying and Evaluating Nominees for Directors			22
Information Concerning Nominees for Election as Directors			22
Beneficial Ownership of Common Stock			25
Delinquent Section 16(a) Reports			28
Executive Officers			29
Compensation Discussion and Analysis			30
Executive Compensation			40
Summary Compensation Table			40
Narrative Explanation of the Summary Compensation Table			41
Grants of Plan-Based Awards			41
Outstanding Equity Awards at December 31, 2025			42
2025 Equity Award Exercises and Stock Vested			43
Equity Compensation Plan Information			44
CEO Pay Ratio			45
Proposal 2. Ratification of Appointment of Independent Auditor for 2026			52
Accounting Matters			54
Principal Independent Auditor Fees			54
Audit Committee Pre-Approval Policies and Procedures			54
Report of the Audit Committee			54
Stockholder Proposals for 2026 Annual Meeting			56
Delivery of Documents to Security Holders Sharing an Address			56
Other Matters			56
Appendix A. Rules of Conduct and Procedure for 2026 Annual Meeting			A-1


Proposal		Board Recommendation

1	Election of four directors	FOR each nominee
2	Ratification of appointment of independent auditor for 2026	FOR


Total Number of Current Directors	4
	Female	Male

Part I: Gender Identity
Directors	1	3
Part II: Demographic Background
Asian	1	2


Elections:	Classified Board	No
	Frequency of Director Elections	Annual
	Voting Standard	Plurality
	Resignation Policy	Yes
	Mandatory Retirement Age or Tenure	No
Chair:	Separate Chair of the Board and CEO	No
	Independent Lead Director	Yes
	Robust Responsibilities and Duties Assigned to Independent Chair	Yes
Meetings:	Number of Board Meetings Held in 2025	4
	Directors Attending Fewer than 75% of Board Meetings in 2025	0
	Independent Directors Meet Without Management Present	Yes
	Number of Standing Committee Meetings Held in 2025	7
	Members Attending Fewer than 75% of Committee Meetings in 2025	0
Director Status:	Directors Overboarded per ISS or Glass Lewis Voting Guidelines	None
	Standing Board Committee Membership Independence	100%
	Board Oversight of Company Strategy and Risk	Yes
	Shares Pledged by Directors	None
Stockholder Rights:	Cumulative Voting	No
	Proxy Access Bylaw	Yes



			Via the Internet			You may vote via the Internet by going to proxyvote.com, in accordance with the voting instructions on the Notice of Internet Availability or proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 9, 2026. You will be given the opportunity to confirm that your instructions have been recorded properly.



			By Telephone			You may vote by calling +1.800.690.6903 and following the instructions provided on the telephone line. Telephone voting is available 24 hours a day until 11:59 p.m., Eastern time, on June 9, 2026. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been recorded properly.



			By Mail			If you obtain a proxy card by mail, you may vote by returning the completed and signed proxy card in a postage-paid return envelope that will be provided with the proxy card.


			Position			Retainer ($)

			Lead Director			37,000
			Other Directors			27,750
			Audit Committee Chair			9,000
			Other Audit Committee Members			6,000
			Compensation Committee Chair			9,000
			Other Compensation Committee Members			6,000
			Nominating and Governance Committee Chair			9,000
			Other Nominating and Governance Committee Members			6,000


Director	Fees Paid in Cash ($)(1)	Option Awards ($)(2)	All Other Compensation ($)	Total ($)

Haiping Dun(3)	34,667	350,720	—	385,387
Chenming C. Hu(3)	21,438	—	—	21,438
Tracy Liu(3)	32,500	350,720	—	383,220
Charlie Pappis(3)	12,000	556,929	—	568,929


						Professional Experience •Founder, Chief Executive Officer, President and one of our directors since 1998. •Inventor of stress-free Cu polishing technology. •Holds more than 100 patents in semiconductor equipment and process technology. Education •Received a Ph.D. and Master of Engineering in Precision Engineering from Osaka University and a Bachelor of Science in Precision Instruments from Tsinghua University. Relevant Skills •Industry •Innovation •Leadership •Global

David H. Wang Age: 64 ACM Board Service •Tenure: 28 years (1998)


						Professional Experience •Served as one of our directors since 2003. •Former President of Champion Microelectronic Corp., an integrated circuit company based in Taiwan, from 2008 through 2018. •Former Senior Director of Intel Corporation, a multi-national technology company where he was employed from 1983 to 2004. Education •Received a Ph.D. in material science and engineering from Stanford University, a Master of Science in physics from the University of Washington and a Bachelor of Science in physics from National Taiwan University. Relevant Skills •Industry •Innovation •Leadership •Global

Haiping Dun Age: 76 Independent ACM Board Service •Tenure: 23 years (2003) •Committees: ◦Audit ◦Compensation (Chair)


						Professional Experience •Served as one of our directors since March 2025. •President of Pappis Consulting since April 2016. •Vice President and General Manager at Applied Materials from 1986 to 2016. •Received a Bachelor of Science in Materials Science from Worcester Polytechnic Institute and Executive MBA from Stanford University. Relevant Skills •Industry •Finance •Innovation •Leadership •Global

Charles Pappis Age: 65 Independent ACM Board Service •Tenure: 1 years (2025) •Committees: ◦Audit ◦Nominating and Governance (Chair)


						Professional Experience •Served as one of our directors since September 2016. •Managing Partner of H&M Int’l CPAs, LLP since January 2017. •Founder and owner of H&M Financial Consulting from 2006 to 2016, where she provided international accounting and tax solutions to high-technology companies. •Received a Bachelor of Science from Nankai University and a Master of Accounting and Tax from Golden Gate University. •Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Relevant Skills •Finance •Leadership •Global

Tracy Liu Age: 61 Independent ACM Board Service •Tenure: 10 years (2016) •Committees: ◦Audit (Chair) ◦Compensation ◦Nominating and Governance


VOTE


The board of directors recommends a vote FOR each of the four nominees for election as directors.


	Class A(1)		Class B
Beneficial Owner	Shares (#)	%	Shares (#)	%	Total Voting Power(2) (%)

5% Stockholders
BlackRock, Inc(3)	7,420,308	12.1	—	—	4.6
Shanghai Pudong Innotek Capital Co., Ltd.(4)	3,358,728	5.5	—	—	2.1
Named Executive Officers and Directors
David H. Wang(5)	8,836,553	14.4	4,166,808	83.5	57.2
Haiping Dun(6)	1,344,340	2.2	300,000	6.0	4.6
Jian Wang(7)	418,161	*	150,003	3.0	2.1
Chenming Hu(8)	20,000	*	—	—	*
Tracy Liu(9)	234,522	*	—	—	*
Fuping Chen(10)	114,165	*	—	—	*
Lisa Feng(11)	173,334	*	—	—	*
Mark McKechnie(12)	208,599	*	—	—	*
Charles Pappis(13)	—	*	—	—	*
All executive officers and directors as a group (10 persons)(14)	11,486,342	18.8	4,616,811	92.5	64.5


Name	Age	Positions and Business Experience	Year First Elected Officer


David H. Wang	64	Please see “Proposal 1. Election of Directors—Information Concerning Nominees for Election as Directors.”	1998


Mark McKechnie	60	Chief Financial Officer, Treasurer and Secretary of ACM Research, Inc. (November 2019-present); Vice President of Finance of ACM Research, Inc. (July 2018-November 2019); Vice President of Investor Relations and Strategic Initiatives of Silver Spring Networks, a provider of smart grid products (November 2014-January 2018); Managing Director of Technology Equity Research of Evercore Partners, a global investment banking firm (2012-2014); received a Bachelor of Science in Electrical Engineering degree from Purdue University and a Master of Business Administration degree from The Kellogg School of Management at Northwestern University.	2019


Jian Wang	61	Chief Executive Officer and President of ACM Research (Shanghai), Inc. (November 2019-present); Vice President, Research and Development of ACM Research (Shanghai), Inc. (January 2015-November 2019); Director of Research and Development of ACM Research (Shanghai), Inc. (2011-January 2015), focusing on the research and development of stress-free polishing and electro-chemical-copper-planarization technologies; received a Master of Science degree in computer science from Northwestern Polytechnic University, a Master of Science degree in marine engineering from Kobe University and a Bachelor of Science degree in mechanical engineering from Southeast University.	2015


Lisa Feng	67	Chief Financial Officer of ACM Research (Shanghai), Inc. (November 2019-present); Chief Accounting Officer, Interim Chief Financial Officer and Treasurer of ACM Research, Inc. (January 2018- November 2019); Financial Controller of Amlogic, a fabless semiconductor company (October 2017-January 2018); Corporate Controller of Amlogic, Inc. (August 2008-September 2017); received a Bachelor of Science degree in Business/Economics from Southern Connecticut State University and a Master of Science degree in Accounting from Golden Gate University.	2019


Sotheara Cheav	74	Senior Vice President, Manufacturing of ACM Research, Inc. (April 2025-Present); Senior Vice President, Manufacturing of ACM Research (Shanghai), Inc. (May 2019-March 2025); Vice President, Manufacturing of ACM Research (Shanghai), Inc. (January 2015-May 2019); Director of Manufacturing of ACM Research (Shanghai), Inc. (2011-December 2014); received a Bachelor of Science degree in Science and Technology from the University of Cambodia and an Associate of Science degree in Electronics from Bay Valley Technical Institute.	2015


Fuping Chen	44	Vice President, Sales—China of ACM Research (Shanghai), Inc. (January 2018-present); Senior Technical Director of ACM Research, Inc. (2010-2017); Assistant Wet Process Manager of SK Hynix Inc., a semiconductor company (2006-2010); received a Bachelor of Science degree from Nanjing University of Technology of Material Science and Engineering and a Master of Science degree from Zhejiang University of Material Science and Engineering.	2018


			Named Executive Officer			Position(s)

			David H. Wang			Chief Executive Officer and President
			Mark McKechnie			Chief Financial Officer, Treasurer and Secretary
			Jian Wang			Chief Executive Oﬃcer and President, ACM Research (Shanghai), Inc.
			Lisa Feng			Chief Financial Officer, ACM Research (Shanghai), Inc.
			Fuping Chen			Vice President, Sales—China, ACM Research (Shanghai), Inc.


Alpha and Omega Semiconductor Limited (AOSL)			Magnachip Semiconductor (MX)
AXT, Inc. (AXTI)			PDF Solutions, Inc. (PDSF)
Cohu, Inc. (COHU)			Photronics, Inc. (PLAB)
FormFactor, Inc. (FORM)			Semtech Corporation (SMTC)
Ichor Holdings, Ltd. (ICHR)			SkyWater Technology, Inc. (SKYT)
Indie Semiconductor, Inc. (INDI)			Ultra Clean Holdings, Inc. (UCTT)
Kulicke and Soffa Industries, Inc. (KLIC)			Veeco Instruments Inc. (VECO)


Pay Element	Payment Vehicle	Purpose/Design


Base Salary	Fixed cash payment	Attracts, retains and rewards NEOs, and provides NEOs with fixed compensation based on their performance and contributions


Annual Bonus	Variable cash bonus	We do not have an established bonus policy for our NEOs; the compensation committee may decide, in its sole discretion, to reward NEOs with annual cash bonuses based on individual NEO performance, our business performance generally and, in certain circumstances, achievement of specific business objectives


Long-Term Equity Awards	Stock options	Directly ties individual performance to long-term appreciation of our common stock price, rewards NEOs for strong company performance, and aligns the interests of NEOs with those of our stockholders


Named Executive Officer	Annual Base Salary 2024 ($)	Annual Base Salary 2025 ($)	Percent Increase (Decrease) (%)

David H. Wang	266,940	267,801	0.3
Mark McKechnie	280,350	309,500	10.4
Jian Wang	206,673	170,907	(17.3)
Lisa Feng	201,641	179,246	(11.1)
Fuping Chen	164,468	138,410	(15.8)


			Named Executive Officer			2025 Cash Bonus ($)

			David H. Wang			359,920
			Mark McKechnie			120,000
			Jian Wang			311,849
			Lisa Feng			205,117
			Fuping Chen			240,570


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(1)	Option Awards ($)(1)(2)	All Other Compensation ($)(1)(3)	Total ($)

David H. Wang Chief Executive Officer and President	2025	267,801	359,920	—	5,048	632,769
	2024	266,940	227,448	—	4,219	498,607
	2023	256,212	205,755	23,067,744	4,264	23,533,975
Mark McKechnie Chief Financial Officer, Treasurer and Secretary	2025	309,500	120,000	—	—	429,500
	2024	280,350	100,000	—	—	380,350
	2023	273,675	37,500	3,113,850	—	3,425,025
Jian Wang Chief Executive Oﬃcer and President, ACM Research (Shanghai), Inc.	2025	170,907	311,849	—	4,350	487,106
	2024	206,673	189,540	—	3,635	399,848
	2023	203,317	170,280	8,822,265	3,674	9,199,536
Lisa Feng Chief Financial Officer ACM Research (Shanghai), Inc.	2025	179,246	205,117	—	6,058	390,421
	2024	201,641	106,704	—	5,063	313,408
	2023	196,532	93,654	3,978,705	4,264	4,273,155
Fuping Chen Vice President, Sales—China ACM Research (Shanghai), Inc.	2025	138,410	240,570	—	3,867	382,847
	2024	164,468	182,520	—	3,232	350,220
	2023	157,845	170,280	6,830,141	—	7,158,266


		Option Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date

David Wang	(1)(3)	480,002	—	—	1.00	12/27/2026
	(1)(3)	150,000	—	—	5.60	4/22/2029
	(1)(4)	1,090,797	—	545,400	7.36	3/19/2030
	(1)(5)	630,000	450,000	—	13.89	8/9/2033
	(2)(6)	625,000	625,000	—	7.06	8/2/2028
Mark McKechnie	(1)(7)	83,333	16,667	—	19.49	08/11/2032
	(1)(5)	175,000	125,000	—	13.89	08/09/2033
Jian Wang	(1)(3)	15,000	—	—	25.45	3/3/2032
	(2)(6)	465,000	465,000		7.06	08/02/2028
Lisa Feng	(1)(3)	30,000	—	—	4.55	11/03/2029
	(1)(3)	30,000	—	—	12.75	04/27/2030
	(1)(3)	22,500	—	—	25.45	03/03/2032
	(1)(5)	58,333	41,667		13.89	03/03/2032
	(2)(6)	155,000	155,000	—	7.06	08/02/2028
Fuping Chen	(1)(3)	21,165	—	—	1.77	01/24/2028
	(1)(3)	30,000	—	—	5.33	08/03/2029
	(1)(3)	60,000	—	—	28.42	07/27/2030
	(1)(3)	3,000	—	—	25.45	03/03/2032
	(2)(6)	360,000	360,000	—	7.06	8/2/2028


	Option Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)

David Wang	730,000	19,242,900
Mark McKechnie	76,250	1,395,538
Lisa Feng	60,000	1,473,000

SEC Form DEF 14A filed by ACM Research Inc.