- Nio board has approved 2026 share incentive plan capped at 248 million Class A ordinary shares, representing 10% of outstanding stock.
- William Li receives 248 million restricted share units tied to specific performance targets and continued service.
Nio Inc's board and compensation committee has approved a 2026 share incentive plan designed to attract and retain key talent while aligning the company's long-term strategy with shareholder interests.
Under the plan, Nio may issue up to 248 million Class A ordinary shares. The figure represents 10% of the company's total outstanding shares as of February 28, 2026.
The 12-year plan became effective on March 6, 2026, according to a US Securities and Exchange Commission filing on Tuesday.
On the same date, the board and compensation committee approved the grant of an equivalent number of restricted share units (RSUs) to Nio founder, chairman and CEO William Li.
The company will grant the 248 million RSUs as soon as practicable, the filing showed.
The RSUs awarded to Li are divided into 10 equal tranches. Each tranche consists of about 24.84 million units and carries a maximum term of 12 years.
These RSUs carry stringent vesting conditions, with the ten tranches grouped into two sets tied to company market capitalization and net profit targets:
Market Capitalization Targets (5 tranches): Targets are set at market caps exceeding $30 billion, $50 billion, $80 billion, $100 billion, and $120 billion.
The condition for achieving these targets is that the company's average market capitalization must exceed the applicable performance target for all trading days within the preceding 6 calendar months and the preceding 30 calendar days.
Net Profit Targets (5 tranches): Targets are set at net profits exceeding $1.5 billion, $2.5 billion, $4 billion, $5 billion, and $6 billion.
The conditions for achieving this target are: the net profit reported in the audited consolidated financial statements submitted to the SEC in the company's 20-F annual report for a fiscal year must exceed the applicable performance target.
Li must remain as CEO, chairman of the board, or in other senior management positions recognized by the board. Multiple tranches may vest concurrently on a specific date if the board determines the applicable performance targets have been met.
The incentive program extends beyond top executives. Eligible employees, directors and consultants may also receive options or restricted share units.
Nio said the move is intended to further motivate its team by offering opportunities to acquire an equity interest in the company.
