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

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ACM Research, Inc.

(Name of Registrant as Specified In Its Charter)

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS and PROXY STATEMENT
2021 Annual Meeting June 2, 2021 7 a.m., Pacific time	Inside CEO’s letter to stockholders Information on four voting proposals:
		Election of five directors
		Amendments to certificate of incorporation principally to increase numbers of authorized shares of common stock
Virtual-only meeting, with webcast access at virtualshareholdermeeting.com/ACMR2021		Ratification of appointment of independent auditor for 2021
		Advisory vote on 2020 executive compensation

April    , 2021

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 2, 2021, 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 and with prudent planning in light of the public health risks attributable to the COVID-19 (Coronavirus) pandemic. Each holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 8, 2021, will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ACMR2021 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, to approve amendments to our certificate of incorporation principally to increase the numbers of authorized shares of common stock and to ratify the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as our independent auditor for 2021. We will also be asking stockholders to approve, by an advisory vote, our 2020 executive compensation as disclosed in the Proxy Statement for the Annual Meeting (a “say-on-pay”) vote. Each of these matters is important, and we urge you to vote in favor of the election of each of the director nominees, the amendments to our certificate of incorporation, the ratification of the appointment of independent auditor, and the say-on-pay vote.

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 2020 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

Proxy Statement dated April       , 2021

2021 Annual Meeting of Stockholders

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 2021 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 8, 2021 and is first mailing the materials on or about April   , 2021.

Date

Wednesday, June 2, 2021

Time

7 a.m., Pacific time

Meeting Webcast Address

virtualshareholdermeeting.com/ACMR2021

Your vote is important.
Please see the detailed information that follows in the Proxy Statement.

Contents

Questions and Answers About the Annual Meeting

Online check-in to the Annual Meeting webcast will begin at 6:45 a.m., Pacific time. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system.

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our 2020 Annual Report to Stockholders, which we refer to as the 2020 Annual Report and which includes our Annual Report on Form 10‑K for the fiscal year ended December 31, 2020 (including our audited consolidated financial statements for 2020 and 2019);

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this Proxy Statement for the 2021 Annual Meeting, which we refer to as this Proxy Statement and which also includes a letter from our Chief Executive Officer and President to stockholders, and a Notice of 2021 Annual Meeting of Stockholders; and

These materials were first mailed or made available to stockholders on or about April   , 2021.

If you request, in accordance with the instructions provided in the Notice of Internet Availability, a printed set of proxy materials, you will receive by mail, at no charge, printed copies of the 2020 Annual Report, this Proxy Statement, a proxy card for the Annual Meeting and a postage-paid, pre-addressed envelope to be used to return the completed proxy card. Your proxy card will include a control number for use in accessing the Annual Meeting webcast. If, in accordance with the instructions provided in the Notice of Internet Availability, you request that a set of proxy materials be emailed to you, you will receive by email, at no charge, electronic copies of the 2020 Annual Report and this Proxy Statement.

Because it is important that as many stockholders as possible be represented at the Annual Meeting, the board of directors is asking that you review this Proxy Statement carefully and then vote by following the instructions set forth on the Notice of Internet Availability or proxy card. In voting prior to the Annual Meeting, you will deliver your proxy to the proxy holders, which means you will authorize the proxy holders to vote your shares at the Annual Meeting in the way you instruct. The proxy holders consist of David Wang, Mark McKechnie and Tracy Liu. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.

	•	Chenming C. Hu	•	Haiping Dun	•	Tracy Liu
	•	David H. Wang	•	Yinan Xiang

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The organization generally may vote your beneficially owned shares on routine items for which you have not provided voting instructions to the organization. The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2021 (Proposal 2).

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The organization generally may not vote on non-routine matters, including Proposals 1, 2, and 4. Instead, it will inform the inspector of election that it does not have the authority to vote on those matters. This is referred to as a “broker non-vote.”

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the four proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.

	•	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 1, 2021. 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 1, 2021. 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.

If you hold shares in street name, you may vote by following the voting instructions provided by your bank, broker or other nominee. In general, you may vote prior to the Annual Meeting as follows:

	•	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 1, 2021. 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 1, 2021. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly.

We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting. We are utilizing technology from Broadridge, a leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

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voting via the Internet or telephone at a later time;

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submitting a completed and signed proxy card with a later date; or

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voting via the Internet at the Annual Meeting.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

Vote Required for Election or Approval

Introduction

ACM’s only voting securities are the outstanding shares of Class A and Class B common stock, which we refer to collectively as common stock. As of the record date, which is 5 p.m., Eastern time, on April 8, 2021, there were outstanding 17,263,562 shares of Class A common stock, each of which will be entitled to one vote on each proposal, and 1,769,272 shares of Class B common stock, each of which will be entitled to twenty votes on each proposal. Based on the number of votes for each share of Class A and Class B common stock, up to a total of 52,649,002 votes can be cast on each proposal.

Only stockholders of record as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. A majority of the votes attributable to outstanding shares of common stock present virtually or represented by proxy and entitled to vote on any matters to be considered at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.

Election of Directors

Each director will be elected by plurality of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors. Broker non-votes will not have any effect on the outcome of the election of directors, since broker non-votes are not counted as “votes cast.” Votes to “withhold” will have an effect on the outcome of the proposal only in that under our Director Resignation Policy, approved by the board of directors in October 2017, if a director receives more votes to “withhold” than “for,” such director shall promptly offer his resignation for consideration to the nominating and governance committee, which will make a recommendation to the board whether to accept or reject the resignation, or whether other action should be taken. The board will consider and act on the recommendation of the nominating and governance committee and will promptly, if required, publicly disclose its decision and the rationale behind it. The director who offers his or her resignation will not participate in the decision of the nominating and governance committee or the board. If the board accepts such resignation, then the board may fill the vacancy resulting from that resignation or may reduce the number of directors that constitutes the entire board so that no vacancy exists.

Under our certificate of incorporation, our bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Each of the nominees currently serves as one of our directors. If any of the nominees is not elected at the Annual Meeting, then the Bylaws provide that the director shall offer to resign from the board of directors.

Ratification of Appointment of Independent Auditor for 2021

The ratification of BDO China Shu Lun Pan Certified Public Accountants LLP as our independent auditor for the year ending December 31, 2021 must be approved by affirmative votes constituting a majority of the votes entitled to be voted and present virtually or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal, since shares with respect to which the stockholder abstains will be deemed present and entitled to vote. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

Corporate Governance

Board of Directors Overview

Under our bylaws and the Delaware General Corporation Law, our business and affairs are managed by or under the direction of the board of directors, which selectively delegates responsibilities to its standing committees.

The board has adopted and operates under Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the SEC and Nasdaq. The Governance Guidelines are available on our website at ir.acmrcsh.com/static-files/3446be5b-f608-4932-86c9-d9eff14ca2ac. Under the Governance Guidelines, we expect directors to regularly attend meetings of the board and of all committees on which they serve and to review the materials sent to them in advance of those meetings. We expect nominees for election at each annual meeting of stockholders to participate in the Annual Meeting.

The board generally expects to hold four regular meetings per year and to meet on other occasions when circumstances require. Directors spend additional time preparing for board and committee meetings, and we may call upon directors for advice between meetings. We encourage our directors to attend director education programs. The board held six meetings in 2020. Two directors, Zhengfan Yang and Yinan Xiang, attended 67% of the board meetings during in 2020, and our other four directors attended all of the board meetings. Mr. Yang has determined not to stand for re-election at the Annual Meeting.

The Governance Guidelines provide that the board will meet in executive session at least twice a year without management in attendance. The Lead Director presides at each executive session.

The board maintains an audit committee, a compensation committee and a nominating and governance committee. The board has adopted charters for each of the committees, and those charters are to be reviewed annually by the committees and the board. Our website provides access to:

•	the audit committee charter at:

•	media.corporate-ir.net/media_files/IROL/25/254659/acm-ac-charter-final.pdf;

•	the compensation committee charter at:

•	media.corporate-ir.net/media_files/IROL/25/254659/acm-cc-charter-final.pdf; and

•	the nominating and governance committee charter at:

•	ir.acmrcsh.com/static-files/03f9c6d2-908e-4c59-b7da-8e227707e5a7.

The committees have the functions and responsibilities described in the sections below.

So long as the outstanding shares of Class B common stock represent a majority of the combined voting power of Class A and Class B common stock voting together, all directors will be elected for annual terms and we will not have a classified board. If outstanding shares of Class B common stock represent less than a majority of the combined voting power of common stock at any time, we thereafter will have a classified board consisting of three classes of approximately equal size, each serving staggered three-year terms. Our directors would be allocated by the then‑current board among the three classes.

Independence of Directors

The board of directors must consist of a majority of independent directors not only under the requirements of Nasdaq but also under the Governance Guidelines.

Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board within twelve months from the date of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent within twelve months from the date of listing. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act, and compensation committee members must also satisfy additional independence criteria, including those set forth in Rule 10C-1 of the Securities Exchange Act. Under Nasdaq rules, a director will qualify as an “independent director” only if, in the opinion of that company’s board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Securities Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board or any other board committee: (a) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (b) be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1 under the Securities Exchange Act, each member of the compensation committee must be a member of the board of the listed company and must otherwise be independent. In determining independence requirements for members of compensation committees, the national securities exchanges and national securities associations are to consider relevant factors, including: (a) the source of compensation of a member of the board of a listed company, including any consulting, advisory or other compensatory fee paid by the listed company to such member; and (b) whether a member of the board of a listed company is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company.

The board annually reviews the independence of all non-employee directors. In April 2018 the board established categorical standards consistent with the corporate governance standards of Nasdaq to assist the board in making determinations of the independence of board members. A copy of our Standards for Director Independence is posted on our website at ir.acmrcsh.com/static-files/4211086b-a968-414e-888d-007c1906489d. These categorical standards require that, to be independent, a director may not have a material relationship with ACM. Even if a director meets all categorical standards for independence, the board reviews other relationships with ACM in order to conclude that each independent director has no material relationship with ACM either directly or indirectly.

Director Nomination Rights

In connection with our sale and issuance of capital stock in 2017, we, and certain other stockholders, entered into a voting agreement with Shanghai S&T Venture Capital (Group) Co. Ltd., or SSTVC, and a nomination and voting agreement with Xinxin (Hongkong) Capital Co., Limited, or Xinxin.

Pursuant to our voting agreement with SSTVC, SSTVC had the right to designate one individual for nomination to the board of directors. The rights and obligations of the parties under the voting agreement were in effect as long as SSTVC continued to beneficially own all of the 1,666,170 shares of Class A common stock that had been issued to SSTVC. Yinan Xiang was initially designated by SSTVC and was appointed as a member of the board effective upon the completion of our initial public offering in November 2017. In December 2020, SSTVC sold 160,000 shares, as a result of which SSTVC no longer has the right to designate an individual for nomination to the board. Ms. Xiang has been nominated by the board for re-election at the Annual Meeting.

Pursuant to our nomination and voting agreement with Xinxin, Xinxin has the right to designate one individual for nomination to the board. The rights and obligations of the parties under the nomination and voting agreement will be in effect as long as Xinxin continues to beneficially own 625,000 of the shares of Class A common stock that were issued to Xinxin. In addition, holders who held 60.1% of the voting power of Class A and Class B common stock, voting together, as of the record date of the Annual Meeting, including David Wang, our Chair of the Board, Chief Executive Officer and President, and Haiping Dun, our Lead Director, agreed to vote their shares of common stock for the election of the nominee designated by Xinxin. Zhengfan Yang was initially designated by Xinxin pursuant to the nomination and voting agreement and was appointed as a member of the board in January 2018. Mr. Yang served and will continue to serve as the designee of Xinxin until the Annual Meeting. Neither Mr. Yang nor any other designee of Xinxin will stand for re-election at the Annual Meeting.

Code of Business Conduct

We have a Code of Business Conduct applicable to all directors, officers and employees of ACM Research and its subsidiaries. We have posted the Code of Business Conduct on our website at ir.acmrcsh.com/static-files/fdff1cd1-dfea-4a25-a8a6-ae2394fa5d53. We will post any amendments to the Code of Business Conduct on our website. In accordance with the requirements of the SEC and Nasdaq, we will also post waivers applicable to any of our officers or directors from provisions of the Code of Business Conduct on our website. We have not granted any such waivers to date.

We have implemented whistleblower procedures, which establish format protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures are to be communicated promptly to the audit committee of the board of directors. A copy of the whistleblower policy can be viewed on the investor relations portion of our website at https://ir.acmrcsh.com/static-files/3925389c-ac5f-4c8c-8584-53a41e78e4ce.

Employee, Officer and Director Hedging

Board Oversight of Risk

The board of directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable the board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The audit committee of the board reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and governance committee of the board manages risks associated with the independence of the board, corporate disclosure practices and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks.

Matters of significant strategic risk are considered by the board as a whole.

Board Leadership Structure

The board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the company continues to grow. We do not have a policy on whether the offices of Chair of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chair of the Board should be selected from among the independent directors or should be an employee. Our board has determined that it is in our best interests to have both a Chair of the Board and a Lead Director. Our board has appointed David Wang, our Chief Executive Officer and President, to serve as Chair of the Board and Haiping Dun, an independent director, to serve as Lead Director. Among other things, the Chair of the Board shall prepare agendas for, and preside over, meetings of the board and the Lead Director shall assist the Chair of the Board in preparing agendas and shall serve as the principal liaison between the Chair of the Board and the other directors. Our board believes that this is the appropriate leadership structure for us at this time and will allow the board to fulfill its role with appropriate independence.

The board has concluded that our current leadership structure is appropriate at this time. The board will continue to periodically review our leadership structure, however, and may make such changes in the future as it deems appropriate.

Audit Committee

The principal responsibilities of the audit committee include:

•	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

•	reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	monitoring our internal control over financial reporting and our disclosure controls and procedures;

•	meeting independently with our registered public accounting firm and management;

•	furnishing the audit committee report required by SEC rules;

•	reviewing and reassessing the adequacy of our conflict of interest policy; and

•	overseeing our risk assessment and risk management policies.

Our independent auditor is ultimately accountable to the audit committee. The audit committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor.

The current members of the audit committee are Tracy Liu, who serves as chair, Haiping Dun and Yinan Xiang. All three members are standing for re-election at the Annual Meeting. The board has determined that each of the audit committee members is financially literate and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act. The board also determined that each of the current members of the audit committee is independent, as defined in the listing standards of Nasdaq, and is an “outside director” as that term is defined in Internal Revenue Code Section 162(m). The board has also determined that Ms. Liu is an audit committee financial expert in accordance with the standards of the SEC.

The audit committee held six meetings in 2020. All members attended at least 83% of the total number of audit committee meetings held in 2020.

Nominating and Governance Committee

•	identifying, evaluating, and making recommendations to the board of directors and our stockholders concerning nominees for election to the board, to each of the board’s committees and as committee chairs;

•	annually reviewing the performance and effectiveness of the board and developing and overseeing a performance evaluation process;

•	annually evaluating the performance of management, the board and each board committee against their duties and responsibilities relating to corporate governance;

•	annually evaluating adequacy of our corporate governance structure, policies and procedures; and

•	providing reports to the board regarding the committee’s nominations for election to the board and its committees.

Compensation Committee

The principal responsibilities of the compensation committee include:

•	evaluating the performance of our Chief Executive Officer and determining the Chief Executive Officer’s salary and contingent compensation based on his or her performance and other relevant criteria;

•	identifying the corporate and individual objectives governing the Chief Executive Officer’s compensation;

•	approving the compensation of our other executive officers;

•	making recommendations to the board with respect to director compensation;

•	reviewing and approving the terms of certain material agreements;

•	overseeing and administering our equity incentive plans and employee benefit plans;

•	preparing the annual compensation committee report required by SEC rules; and

•	conducting a review of executive officer succession planning, as necessary, reporting its findings and recommendations to the board, and working with the board in evaluating potential successors to executive officer positions.

The current members of the compensation committee are Haiping Dun, who serves as chair, and Tracy Liu. Each of the compensation committee members is standing for re-election at the Annual Meeting. The board has determined that each of Dr. Dun and Ms. Liu is independent, as defined in the listing standards of Nasdaq, is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act and is an “outside director” as that term is defined in Internal Revenue Code Section 162(m).

The compensation committee held seven meetings in 2020, which were attended by both of the members. The compensation committee has the sole authority to retain, oversee and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the consultant’s fees and retention terms.

Compensation Committee Interlocks and Insider Participation

During 2020, none of the members of the compensation committee was an officer or employee of our company or our subsidiaries and none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the board or compensation committee.

Certain Relationships and Related-Person Transactions

In October 2017 the board of directors adopted a Conflict of Interest Policy applicable to all directors, officers and employees of our company and our subsidiaries. We have posted the Conflict of Interest Policy on our website at ir.acmrcsh.com/static-files/c9bb9bf0-847b-4f79-b747-bf7e5bb06994. We will post any amendments to the Conflict of Interest Policy on our website.

The Conflict of Interest Policy requires each director and executive officer, including their immediate family members, to provide written notice of any potential related-party transaction, defined by the policy to mirror the definition of Item 404 of Regulation S-K of the SEC (with the exception that the policy includes a monetary threshold of $100,000 as opposed to the threshold of $120,000 set by Item 404 of Regulation S-K) to the Chair of the Board (or to the Chief Executive Officer if such transaction involves the Chair of the Board, or to the Chief Financial Officer if such transaction involves the Chief Executive Officer), including all information that the Chair of the Board, the Chief Executive Officer or the Chief Financial Officer may request. Upon receiving all relevant information, the board may approve the transaction if it determines that the transaction is in the best interests of, and fair to, us, may require modifications to the transaction to make it acceptable for approval, or may reject it. The board may also establish guidelines for ongoing management of a specific related-party transaction. The policy requires that continuing related-party transactions are reviewed on at least an annual basis. Additionally, the policy requires that all directors and executive officers complete a questionnaire in connection with each of our annual proxy statements, in which they are asked to disclose family relationships and other related-party transactions.

The following is a description of transactions since January 1, 2018 to which we have been a party, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or beneficial owners of more than 5% of any series or class of our preferred or common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation, termination and change-in-control arrangements. The transactions set forth below were approved by a majority of the board, including a majority of the independent and disinterested members of the board. We believe we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties. It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates are approved by the audit committee and a majority of the members of the board, including a majority of the independent and disinterested members of the board, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

Issuance and Exercise of Warrant

In December 2016 Shengxin (Shanghai) Management Consulting Limited Partnership, or SMC, paid 20,123,500 RMB (approximately $3.0 million as of the date of funding) to our operating subsidiary ACM Research (Shanghai), Inc., or ACM Shanghai, for potential investment pursuant to terms to be subsequently negotiated. SMC is a People’s Republic of China, or PRC, limited partnership owned by Jian Wang and other employees of our subsidiary ACM Shanghai. Jian Wang, who is a limited partner of SMC, is the Chief Executive Officer and President of ACM Shanghai and the brother of our Chief Executive Officer and President David Wang. Until March 31, 2020, Jian Wang also had been the General Partner of SMC, as a result of which, under the rules of the SEC, he had been deemed to beneficially own all of the shares owned by SMC and, as a result, SMC was deemed to be an affiliate of ours.

In March 2017 we issued to SMC a warrant exercisable to purchase 397,502 shares of Class A common stock at a price of $7.50 per share, for a total exercise price of approximately $3.0 million. The warrant was exercisable for cash or on a cashless basis, at the option of SMC, at any time on or before May 17, 2023 to acquire all, but not less than all, of the shares of Class A common stock subject to the warrant.

In connection with a follow-on public offering of Class A common stock in August 2019, we agreed to purchase a total of 154,821 of the warrant shares from SMC at a per share price of $13.195, of which (a) $1.2 million was applied to reduce SMC’s obligations to ACM Shanghai under the SMC note, and which we then withheld for our own account and applied to reduce ACM Shanghai’s obligations to us under the Intercompany Note and (b) the remaining $0.9 million was paid to SMC.

In June 2019 we announced plans to complete over the following three years a listing of shares of ACM Shanghai on the Shanghai Stock Exchange’s new Sci-Tech innovAtion boaRd, known as the STAR Market, and a concurrent initial public offering, which we refer to as the STAR IPO, of ACM Shanghai shares in the PRC. In preparation for the STAR IPO, ACM Shanghai was required to terminate its financial relationship with SMC. In order to facilitate such termination, on April 30, 2020, we entered into two agreements relating to outstanding obligations among our company, ACM Shanghai and SMC. Pursuant to such agreements: (i) ACM Shanghai assigned to us its rights under the SMC note, including the right to receive payment of approximately $1.8 million payable thereunder; (ii) ACM cancelled the outstanding obligation of approximately $1.8 million of ACM Shanghai under the Intercompany Note; (iii) SMC surrendered its remaining 242,681 warrant shares to us; and (iv) in exchange for such 242,681 warrant shares, we agreed to deliver to SMC certain consideration, which we refer to as the SMC Consideration, that we agreed upon with SMC, subject to obtaining certain PRC regulatory approvals. Under the agreements with SMC, if the required approvals are not obtained by December 31, 2023, we would cancel the SMC note as consideration for the 242,681 warrant shares. In a separate transaction in April 2020, ACM Shanghai repaid the remaining $1.8 million of the December 2016 SMC investment in cash.

On July 29, 2020, we entered into an amended agreement under which, in settlement of the SMC Consideration, we issued to SMC a warrant to purchase 242,681 shares of Class A common stock at a purchase price of $7.50 per share, and we cancelled the SMC note.

Director and Executive Compensation and Indemnification Agreements

Please see “Director Compensation,” “Executive Compensation” and “Compensation Discussion and Analysis” for discussion of the compensation of our non-employee directors and our executive officers.

Position	Retainer
Lead Director	$20,000
Other Directors	15,000
Audit Committee Chair	4,000
Other Audit Committee Members	3,000
Compensation Committee Chair	4,000
Other Compensation Committee Members	3,000
Nominating and Governance Committee Chair	4,000
Other Nominating and Governance Committee Members	3,000

(1)

The amounts shown represent the aggregate grant date fair value of stock awards granted on March 20, 2020 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The amounts do not necessarily correspond to the actual amounts that will be earned by the directors. For assumptions made in valuing these awards and related information, see Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. As of December 31, 2020, (a) Dr. Dun held stock options for 196,667 shares of Class A common stock and 69,230 shares of ACM Shanghai, (b) Dr. Hu held stock options for 66,668 shares of Class A common stock, (c) Ms. Liu held stock options for 49,000 shares of Class A common stock, and (d) neither Mr. Yang or Ms. Xiang held any equity awards.

(2)	Chair of a board committee during 2020.

(3)

The amount shown consists of consulting fees paid pursuant to an Advisory Board Agreement entered into with Dr. Hu in May 2016. Under the Advisory Board Agreement, Dr. Hu agreed to serve as a member of our advisory board and to use commercially reasonable efforts to provide us with various advisory services. The term of the Advisory Board Agreement expired on May 1, 2021.

(4)	Mr. Yang is not standing for re-election at the Annual Meeting.

•	be of the highest ethical character and share our values as reflected in our Code of Conduct;

•	be highly accomplished in his or her field, with superior credentials and recognition;

•	have sound business judgment, be able to work effectively with others, have sufficient time to devote to our affairs, and be free from conflicts of interest; and

•	be independent of any particular constituency and able to represent all of our stockholders.

•	the nominee’s professional experience for at least the past five years;

•	the year in which the nominee first became one of our directors;

•	each committee of the board of directors on which the nominee currently serves;

•	the nominee’s age as of the record date for the Annual Meeting;

•	the relevant skills the nominee possesses that qualify him or her for nomination to the board; and

•	directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company.

•	each person known to us to be the beneficial owner of more than five percent of the then-outstanding Class A common stock (on an as-converted basis) or the then-outstanding Class B common stock;

•	each director and NEO; and

•	all of our directors and executive officers as a group.

*	Less than 1%.

(2)	Percentage of total voting power represents voting power with respect to all shares of Class A and Class B common stock, voting as a single class. Holders are entitled to one vote per share of Class A common stock and twenty votes per share of Class B common stock.

(3)	Weiguo Shen is the Chairman and General Manager of Shanghai Science and Technology Venture Co., Ltd., or SSTVC, and may be deemed to beneficially own the shares held by SSTVC. The address of SSTVC and Mr. Shen is Floor 39, #669 Xin Zha Road, Jing An District, Shanghai, PRC.

(4)

Pudong Science and Technology (Cayman) Co., Ltd., or PST, is a wholly owned subsidiary of Shanghai Pudong High-Tech Investment Co., Ltd. Long Ji is the Corporate Representative of Pudong High-Tech Investment Co., Ltd. and may be deemed to beneficially own the shares held by PST. The address of PST, its parent and Mr. Ji is No. 439, 13 Building, Chunxiao Road, Zhangjiang Hi-tech Park, Pudong District, Shanghai.

(5)

Includes (a) 206,667 shares of Class A common stock held by Dr. Wang and Jing Chen, as Trustees for the Wang-Chen Family Living Trust; (b) 60,000 shares of Class A common stock held by Dr. Wang and Jing Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; (c) 1,388,936 shares of Class A common stock issuable upon conversion of Class B common stock, of which shares of Class B common stock a total of 117,334 are held by Dr. Wang’s son, Brian Wang, 117,334 are held by Dr. Wang’s daughter, Sophia Wang, and 7,334 are held by Dr. Wang and Jing Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; and (d) 941,174 shares of Class A common stock issuable upon the exercise of options exercisable by June 7, 2021.

(6)

Consists of shares owned by SSTVC (see note (3) above). As described under “Corporate Governance—Director Nomination Rights,” SSTVC had exercised a contractual right by designating Ms. Xiang for nomination to the board and Ms. Xiang has been elected to the board. Ms. Xiang disclaims beneficial ownership of the shares owned by SSTVC except to the extent of her pecuniary interest therein.

(7)

Consists of shares owned by Xinxin (Hongkong) Capital Co., Limited, or Xinxin, a wholly owned subsidiary of Xunxin (Shanghai) Capital Co., Ltd., which is a wholly owned subsidiary of China IC Industry Investment Fund. Sino IC Capital Co., Limited is the management company of China IC Industry Investment Fund and Kai Ren is the Vice President of Sino IC Capital Co., Limited and may be deemed to beneficially own the shares held by Xinxin. The address of Xinxin, Xunxin (Shanghai) Capital Co., Limited, Sino IC Capital Co., Limited, China IC Industry Investment Fund and Kai Ren is 3rd Floor North, No. 7 Financial Street, Xicheng District, Beijing 100033. As described under “Corporate Governance—Director Nomination Rights,” Xinxin had exercised a contractual right by designating Mr. Yang for nomination to the board and Mr. Yang had been elected to the board. Mr. Yang is not standing for re-election at this Annual Meeting. Mr. Yang disclaims beneficial ownership of the shares owned by Xinxin (Hongkong) Capital Co., Limited except to the extent of his pecuniary interest therein.

(8)	Includes (a) 187,083 shares of Class A common stock issuable under options exercisable by June 7, 2021 and (b) 100,000 shares of Class A common stock issuable upon conversion of Class B common stock.

(9)	Includes (a) 43,958 shares of Class A common stock issuable under options exercisable by June 7, 2021 and (b) 50,001 shares of Class A common stock issuable upon conversion of Class B common stock

(10)	Includes 23,334 shares of Class A common stock issuable under options exercisable by June 7, 2021.

(11)	Includes 79,345 shares of Class A common stock issuable under options exercisable by June 7, 2021.

(12)	Includes 39,416 shares of Class A common stock issuable under options exercisable by June 7, 2021.

(13)	Includes 31,669 shares of Class A common stock issuable under options exercisable by June 7, 2021.

(14)	Includes 24,346 shares of Class A common stock issuable under options exercisable by June 7, 2021.

(15)	Includes shares held jointly, indirectly and/or in trust, including 1,391,185 shares of Class A common stock issuable under options exercisable by June 7, 2021.

Name		Age		Positions and Business Experience		Year First Elected Officer
David H. Wang		59		Please see “Proposal 1. Election of Directors—Information Concerning Nominees for Election as Directors.”		1998
Mark McKechnie		54		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 (November 2014-January 2018); Managing Director of Technology Equity Research of Evercore Partners (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		56		Chief Executive Officer and President of ACM Research (Shanghai), Inc. (November 2019-present); Vice President, Research and Development (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		62		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 (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		69		Senior Vice President, Manufacturing of ACM Research (Shanghai), Inc. (May 2019-present); 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		39		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. (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

Name and Principal Position		Year		Salary($)(1)		Bonus($)(1)		Option Awards ($)(2)(3)		All Other Compensation ($)(1)(4)		Total($)
David H. Wang		2020		$294,054		$95,700		$4,963,675		$15,660		$5,369,089
Chief Executive Officer and President		2019		229,742		19,358		325,000		13,920		588,020
		2018		189,373		34,519		—		10,667		234,559
Mark McKechnie		2020		243,906		—		—		—		243,906
Chief Financial Officer, Treasurer and Secretary		2019		232,424		129,327		299,400		13,920		675,071
Jian Wang		2020		162,492		55,100		67,728		15,660		300,980
Chief Executive Officer and President,		2019		139,241		49,126		183,594		13,920		385,881
ACM Research (Shanghai), Inc.		2018		140,059		16,296		257,032		10,667		424,054
Lisa Feng		2020		169,172		43,500		225,809		13,616		452,097
Chief Financial Officer, ACM Research (Shanghai), Inc.		2019		159,673		41,354		214,700		10,133		425,860
Fuping Chen		2020		103,871		95,700		793,157		15,660		1,008,388
Vice President, Sales—China, ACM Research (Shanghai), Inc.		2019		90,603		113,129		61,198		13,920		278,850
		2018		90,348		35,259		112,995		10,667		249,269

(1)	Compensation amounts paid in RMB have been converted, for purposes of the table, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years.

(2)

Amounts shown represent the aggregate grant date fair value of option awards granted in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. These amounts do not necessarily correspond to the actual amounts that will be earned by the NEOs. For assumptions made in valuing these awards and related information with respect to options awards exercisable for Class A common stock, see note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

(3)	Consists of (a) option awards exercisable for Class A common stock and (b) with respect to Dr. Wang, Mr. Wang, Ms. Feng and Mr. Chen in 2020, option awards exercisable for shares of ACM Research (Shanghai), Inc. See “—Grants of Plan-Based Awards” table below.

(4)	The amounts shown consist of housing subsidies.

•	base salary;

•	discretionary-based cash bonuses;

•	long-term incentive compensation in the form of stock options; and

•	benefits consisting principally of housing subsidies.

		Estimated Future Payouts Under Equity Incentive Plan Awards							All Other Option Awards: Number of Securities		Exercise or Base Price of Option		Grant Date Fair Value of Stock and
Name	Grant Date	Threshold (#)		Target (#)		Maximum (#)			Underlying Options (#)		Awards ($/Sh) (1)		Option Awards(2)
David H. Wang	January 1, 2020(3)	161,538		161,538		538,462			—		$1.89		$122,190
	March 20, 2020(4)(5)	181,799		363,599		545,399			545,399		22.07		4,841,485
Mark McKechnie	—	—		—		—			—		—		—
Jian Wang	January 1, 2020(3)	89,538		89,538		298,462			—		1.89		67,728
Lisa Feng	January 1, 2020(3)	78,000		78,000		260,000			—		1.89		59,001
	April 28, 2020(4)	—		—		—			10,000		38.26		166,808
Fuping Chen	January 1, 2020(3)	78,000		78,000		260,000			—		1.89		59,001
	July 28, 2020(4)(6)	10,000		20,000		20,000			20,000		85.27		734,156

(1)

The exercise price of each option equals (a) with respect to each award for Class A common stock, the grant date closing stock price, as reported on the NASDAQ stock exchange, and (b) with respect to each award for shares of ACM Research (Shanghai), Inc., the estimated fair market value determined by the board of directors of ACM Research (Shanghai), Inc., based on the purchase price of RMB 13 per share paid by private equity investors for shares of ACM Research (Shanghai), Inc. in 2019, which at the time reflected a significant premium to the market capitalization of stock of ACM Research, Inc.

(2)

This column represents the full grant date fair value of stock options under ASC 718 granted to each of the NEOs in the fiscal year ended December 31, 2020. Generally, the full grant date fair market value is the amount that we will expense in our financial statements over the award’s vesting period. Fair market value was calculated using the Black-Scholes value on the grant date. See the information appearing in Note 2 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2020 for certain assumptions made in the valuation of these awards for Class A common stock.

(3)

Option award for shares of ACM Research (Shanghai), Inc. Option exercisable, subject to vesting, to acquire shares of ACM Research (Shanghai), Inc. One-half of the option vests on January 1, 2023, generally subject to continued service and key financial metrics. The remaining half of the option vests on January 1, 2024, generally subject to continued service and key financial metrics. In each case, vesting is also contingent on the applicable NEO’s performance rating for the year prior to the applicable time-based vesting date, such that 100% of the option that would otherwise vest pursuant to the foregoing two sentences will vest if such performance rating is “excellent” or “good,” 80% if such performance rating is “medium,” 60% if such performance rating is “pass,” and 0% if such performance rating is below “pass.” All such options accelerate vesting upon a defined change in control of ACM.

(4)	Option award for shares of Class A common stock.

(5)

Performance-based option award pursuant to which one-third of the shares subject to the award vests and becomes exercisable upon an increase in our market capitalization of $1.0 billion, $2.0 billion and $3.0 billion, respectively, from the market capitalization of $553,383,586 on the grant date. An initial 181,799 shares vested and became exercisable on August 5, 2020, which was the first trading day as of which our market capitalization equaled or exceeded $1,553,383,586. The remaining shares will vest and become exercisable in two equal installments upon the first trading days, if any, on which our market capitalization equals or exceeds $2,553,383,586 and $3,553,383,586, respectively.

(6)

Performance-based option award pursuant to which one-half of the shares subject to the award vests and becomes exercisable upon our receipt of our first demo tool order from a specified semiconductor company and the other half vests and becomes exercisable upon the qualification of our first demo tool for such semiconductor company.

			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 H. Wang		(1)(3)	100,001		—		—		$0.75		4/30/2021
		(1)(4)	400,000		—		—		1.50		4/30/2025
		(1)(5)	326,397		6,937		—		3.00		12/27/2026
		(1)(6)	20,833		29,167		—		16.81		4/22/2029
		(1)(7)	181,799		—		363,598		22.07		3/19/2030
		(2)(8)	—		—		538,462		1.89		12/31/2024
Mark McKechnie		(1)(9)	13,333		16,667		—		13.85		07/31/2028
		(1)(6)	5,000		17,500		—		16.81		04/22/2029
		(1)(10)	5,416		14,584		—		13.64		11/03/2029
Jian Wang		(1)(11)	23,333		16,667		—		13.85		7/31/2028
		(1)(6)	12,500		17,500		—		16.81		4/22/2029
		(2)(8)	—		—		298,462		1.89		12/31/2024
Lisa Feng		(1)(12)	3,123		2,784		—		5.60		11/1/2027
		(1)(13)	6,875		8,125		—		5.31		1/24/2028
		(1)(6)	10,416		14,584		—		16.81		4/22/2029
		(1)(10)	2,708		7,292		—		13.64		11/3/2029
		(1)(14)	—		10,000		—		38.26		4/27/2030
		(2)(8)	—		—		260,000		1.89		12/31/2024
Fuping Chen		(1)(5)	15,388		—		—		3.00		12/27/2026
		(1)(5)	46,667		—		—		3.00		12/27/2026
		(1)(13)	36,458		13,542		—		5.31		1/24/2028
		(1)(15)	3,332		6,668		—		16.00		8/3/2029
		(1)(16)	—		—		20,000		85.27		7/27/2030
		(2)(8)	—		—		260,000		1.89		12/31/2024

(1)	Option exercisable, subject to vesting, to acquire Class A common stock.

(2)

Option exercisable, subject to vesting, to acquire shares of ACM Research (Shanghai), Inc. Assumes threshold achievement. One-half of the option vests on January 1, 2023, generally subject to continued service and key financial metrics. The remaining half of the option vests on January 1, 2024, generally subject to continued service and key financial metrics. In each case, vesting is also contingent on the applicable NEO’s performance rating for the year prior to the applicable time-based vesting date, such that 100% of the option that would otherwise vest pursuant to the foregoing two sentences will vest if such performance rating is “excellent” or “good,” 80% if such performance rating is “medium,” 60% if such performance rating is “pass,” and 0% if such performance rating is below “pass.” All such options accelerate vesting upon a defined change in control of ACM.

(3)	Option was fully vested on May 1, 2011.

(4)

Option was granted on May 1, 2015. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM

(5)

Option was granted on December 28, 2016. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM

(6)

Option was granted on April 23, 2019. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(7)

Option was granted on March 20, 2020. An initial 181,799 shares vested and became exercisable on August 5, 2020, which was the first trading day as of which the Issuer's market capitalization equaled or exceeded $1,553,383,586. The remaining shares will vest and become exercise in two equal installments upon the first trading days, if any, on which the Issuer's market capitalization equals or exceeds $2,553,383,586 and $3,553,383,586, respectively.

(8)

Option was granted on January 1, 2020. Performance-based option award pursuant to which one-half of the shares subject to the award vests and becomes exercisable on the third anniversary of the grant date if ACM Shanghai’s operating income is not less than RMB1 billion for the year ending December 31, 2021, and the second half of the shares subject to the award vests and becomes exercisable on the fourth anniversary of the grant date if ACM Shanghai’s operating income is not less than RMB1.2 billion for the year ending December 31, 2022.

(9)

Option was granted on August 1, 2018. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(10)

Option was granted on November 4, 2019. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(11)

August 1, 2018. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(12)

Option was granted on November 2, 2017. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(13)

Option was granted on January 25, 2018. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(14)

Option was granted on April 28, 2020. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(15)

Option was granted on August 4, 2019. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM.

(16)

Option was granted on July 28, 2020. Performance-based option award pursuant to which one-half of the shares subject to the award vests and becomes exercisable upon our receipt of our first demo tool order from a specified semiconductor company and the other half vests and becomes exercisable upon the qualification of our first demo tool for such semiconductor company.

		Option  Awards
Name		Number of Shares Acquired on Exercise (#)(1)		Value Realized on Exercise ($)
David H. Wang		168,436		$15,239,844
Mark McKechnie		17,500		1,038,329
Jian Wang		33,334		1,915,705
Lisa Feng		18,817		1,031,618
(1)   Amount shown is net of the 1,564 shares surrendered in payment of the exercise price.

Name	Termination Without Cause($)(1)		Termination Upon Change in Control($)		Change in Control Without Termination or Death or Disability($)	Value of Equity Award Accelerations ($)
David H. Wang	$62,968		$40,064,250		$40,127,219	$2,422,342
Mark McKechnie	—		4,824,100		4,824,100	3,237,080
Jian Wang	56,875		4,629,200		4,686,075	2,251,056
Lisa Feng	14,219		4,302,965		4,317,183	2,690,327
Fuping Chen	44,687		9,305,304		9,349,911	1,463,466

(1)	Consists of shares of Class A common stock available at December 31, 2020 for awards under our 2016 Omnibus Incentive Plan. Excludes securities reflected in column (a). Under the terms of the 2016 Omnibus Incentive Plan, 747,971 shares became available for grant effective as of January 1, 2021.

(2)	Consists of awards issued or issuable under our 2016 Omnibus Incentive Plan and 1998 Stock Option Plan.

(3)	Consists of non-qualified stock option agreements granted between 2007 and 2015 outside of any equity incentive plan.

•	the annual total compensation of our median compensated employee (other than our CEO) was $18,075; and

•	the annual total compensation of our CEO, for the purposes of this disclosure, was $5,369,089.

1.	We determined that, as of December 31, 2020, our employee population consisted of 543 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the determination date.

2.

To identify the “median employee” from our employee population, we aggregated for each applicable employee, other than our CEO, (a) annual base salary (or hourly rate multiplied by estimated work schedule, for hourly employees), (b) the bonus amount earned for 2020, which was paid out in early 2021, and (c) the grant date fair value of equity awards granted in 2020. Once aggregated, we ranked this compensation measure for our employees from lowest to highest and selected the median employee.

3.	For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K of the SEC, resulting in annual total compensation of $18,075.

•	prohibition on hedging, pledging, and short sales;

•	no retirement vesting of equity awards;

•	no pension or related benefits, except as required by law in jurisdictions outside of the United States;

•	no significant perquisites;

•	independent compensation consultant; and

•	no tax gross ups for golden parachute taxes.

•	performance-based stock options to David Wang and Fuping Chen to acquire shares of Class A common stock; and

•	performance-based stock options to each of our NEOs, other than Mr. McKechnie, to acquire shares of ACM Shanghai.

•	periodically reviewing NEO compensation to assess its efficacy and to determine whether the nature and terms such compensation is proper in furthering ACM’s strategic plans and objectives;

•	administering our NEO cash incentive compensation plans and equity-based plans, including the designation of NEOs to whom awards are to be granted, the type and amount of award to be granted, and the terms and conditions applicable to each award;

•	reviewing and approving the policies and procedures for the grant of NEO equity-based awards by our company and ACM Shanghai, including grant-timing practices;

•

annually reviewing with the Lead Director the corporate and individual goals relevant to the chief executive officer’s performance, the performance of the chief executive officer for the prior year, and approving the chief executive officer’s compensation based on the results of the evaluation performed by the compensation committee; and

•	annually reviewing with the Lead Director and recommendations of our chief executive officer, the performance of our other NEOs in light of our NEO compensation goals and objectives and approving the compensation packages and compensation payouts for such individuals.

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
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 2019	Annual Base Salary 2020	Percent Increase
David H. Wang	$229,742	$294,054	28.0%
Mark McKechnie	232,424	243,906	4.9
Jian Wang	139,241	162,492	16.7
Lisa Feng	159,673	169,172	5.9
Fuping Chen	90,603	103,871	14.6

Named Executive Officer	Bonus
David H. Wang	$95,700
Mark McKechnie	—
Jian Wang	55,100
Lisa Feng	43,500
Fuping Chen	95,700

•	one-third of the covered shares vested as of October 1, 2020, which was the first trading day on which our market capitalization equaled or exceeded $1,553,383,586;

•	one-third of the covered shares will vest as of the first trading day on which our market capitalization equals or exceeds $2,553,383,586; and

•	one-third of the covered shares will vest as of the first trading day on which our market capitalization equals or exceeds $3,553,383,586.

•	10,000 shares will vest upon our receipt of our first demo tool order from a specified major semiconductor company; and

•	10,000 shares will vest upon the qualification of our first demo tool for a specified major semiconductor company.

•

Increase the aggregate number of shares of Class A common stock, or Class A Common, that we are authorized to issue from 50,000,000 to 150,000,000, with 60,000,000 of the 100,000,000 additional authorized shares being available for issuance only as dividends on outstanding shares of Class A Common; and

•	increase the aggregate number of shares of Class B common stock, or Class B Common, that we are authorized to issue from 2,409,738 to 5,307,816, with all of the authorized but unissued shares of Class B Common being available for issuance only as dividends on outstanding shares of Class B Common.

•	raise additional capital through Class A Common offerings;

•	provide equity incentives to attract or retain employees, officers, or directors;

•	acquire businesses, technologies, product franchises, or other assets through acquisition activity using Class A Common as consideration;

•	issue share dividends on our Class A and Class B Common; or

•	issue Class A Common for other corporate purposes.

•	BDO’s global capabilities;

•	BDO’s technical expertise and knowledge of our global operations and industry;

•	the quality and candor of BDO’s communications with the audit committee and management;

•	the quality and efficiency of the services provided by BDO, including input from management on BDO’s performance;

•	BDO’s objectivity and professional skepticism;

•	external data on audit quality and performance ;

•	BDO’s use of technology to aid in audit efficiency;

•	BDO’s independence, how effectively BDO demonstrated its independent judgment, and the controls and processes in place that help ensure BDO’s independence;

•	the appropriateness of BDO’s fees; and

•

the potential impact of proposed legislation and exchange regulations regarding audits by an accounting firm, such as BDO, with a branch or office located in a foreign jurisdiction, such as the PRC, that the Public Company Accounting Oversight Board is unable to inspect or investigate due to a position taken by an authority in the foreign jurisdiction.

(1)	Includes services relating to the audit of the annual consolidated financial statements, review of quarterly consolidated financial statements, statutory audits, comfort letters, and consents and review of documentation filed with SEC-registered and other securities offerings.

(2)	Includes services relating to the audit of the financial statements of ACM Shanghai in connection with its proposed initial public offering on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd.

Resolved:

That the stockholders approve the compensation paid to the “named executive officers” of ACM Research, Inc. with respect to the fiscal year ended December 31, 2020, as disclosed, pursuant to Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission, in the Proxy Statement for the 2021 Annual Meeting of Stockholders, including the compensation tables and narrative discussion set forth under “Executive Compensation” therein.

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*

These amendments are non-substantive, in that they would delete text that, under the existing terms of the Restated Certificate of Incorporation, is no longer in effect. These amendments are being proposed in order to simplify and clarify the continuing terms of the Restated Certificate of Incorporation.

1.	The Company’s bylaws describe requirements for meetings of our stockholders, and the Annual Meeting will be conducted consistent with those requirements.

2.

The Chair of the Company’s Board of Directors will serve as the chair of the Annual Meeting (the “Chair”) and will have the authority and discretion necessary to preside over the Annual Meeting, including following adjournment of the formal business of the Annual Meeting. In the event of disorder, technical malfunction or any other issue that disrupts the Annual Meeting, the Chair may adjourn, recess or expedite the Annual Meeting or take such other action that he determines is appropriate in light of the circumstances. In the event of any question of conduct or procedures that is not addressed expressly and clearly by these Rules of Conduct and Procedure, the Chair is authorized to address the question in such manner as he determines, in his reasonable judgment, to be in the best interest of conducting a fair and informative Annual Meeting consistent with the purposes of the Annual Meeting.

3.	The Annual Meeting is a virtual-only meeting. The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders.

4.	Participants may access a live webcast of the Annual Meeting, and stockholders may submit questions and vote their shares, at virtualshareholdermeeting.com/ACMR2021.

5.

Each stockholder of record as of 5 p.m., Eastern time, on April 8, 2021 may log into the webcast by entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or proxy card received from the Company. If you have voted your shares prior to the start of the Annual Meeting, your vote has been received by the Company’s inspector of elections and there is no need to vote those shares during the Annual Meeting, unless you wish to revoke or change your vote.

6.

The Meeting will begin at 7:00 a.m., Pacific time, on June 2, 2021. The only business to be conducted at the Annual Meeting will consist of the consideration of, and voting on, the four proposals set forth in the Proxy Statement for the Annual Meeting. These proposals will be considered sequentially at the Annual Meeting, in the order they are enumerated and set forth in the Proxy Statement.

7.

If a stockholder has a question about one of the agenda matters that is to be voted on at the Annual Meeting as set forth in the Company’s 2021 Proxy Statement, the question may be submitted in the field provided in the web portal at or before the time the matters are presented for consideration at the Annual Meeting. We will answer questions on any matters set forth in the Company’s 2021 Proxy Statement to be voted on by the stockholders at the Annual Meeting before voting is closed. During this period, the Company will not permit discussions or questions that are not relevant or pertinent to the agenda matter then being discussed, as determined by the Chair in his reasonable judgment.

8.

Following adjournment of the formal business of the Annual Meeting, the Company’s management will give a presentation about the Company’s business. At the conclusion of this presentation, the Company will address appropriate general questions from stockholders regarding the Company. The following rules will apply to this process:

a.

To ensure that as many stockholders as possible are able to ask questions, each stockholder will be permitted to submit no more than two questions. Questions must be succinct and cover a single topic. All questions will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues and we may edit profanity or other inappropriate language.

b.

We will answer questions in the order received, except that:

i.

Questions from multiple stockholders related to the same topic or that are otherwise related may be grouped and answered together.

ii.

Any second question from a stockholder will be deferred until such time as all appropriate first questions from stockholders have been addressed.

iii.

If more questions are presented than time permits to be answered, the list of questions to be considered will be shortened by removing from the list: first, any question determined by the Chair to be substantially duplicative of another question that has been discussed; second, any question presented by a stockholder whose first question has been discussed; and, third, the last submitted questions (ordered by time received).

c.

The views, questions and constructive comments of all stockholders are valued and welcomed. The purpose of the Annual Meeting must be observed, however, and the Company will not permit questions that:

i.

are not relevant or pertinent to the business of the Company;

ii.

are related to material non-public information of the Company;

iii.

are related to pending or threatened litigation or investigations;

iv.

are in furtherance of a stockholder’s personal or business interests;

v.

are repetitious of statements made by another stockholder;

vi.

are related to personal grievances;

vii.

include derogatory references to individuals or are otherwise in bad taste; or

viii.

are out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair in his reasonable judgment.

9.	If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting by contacting Investor Relations at investor.relations@acmrcsh.com.

10.

Recording of the Annual Meeting is prohibited without the prior written permission of the Company. A webcast playback of the Annual Meeting will be available at http://ir.acmrcsh.com/presentations within approximately 24 hours after the completion of the Annual Meeting and will remain publicly available until our next annual meeting of stockholders in 2022. The webcast playback will include each stockholder question addressed during the Annual Meeting.

11.	A violation of any of the above conduct requirements will be cause for dismissal from the Annual Meeting.