In this paper, a low threshold diode pumped passively mode-locked Nd:YAG laser has been demonstrated by using a semiconductor saturable absorber mirror. The threshold power for continuous-wave mode-locking is relatively low, about 3.2 W. The resonator stability across the pump power has been analytically examined. Moreover, the mode overlap between the pump beam and the laser fundamental mode has been simulated by MATLAB software. Adopting Z-shaped resonator configuration and suitable design of the resonator's arm lengths, has enabled the author to prepare mode-locking conditions, and obtain 40 ps pulses with 112 MHz pulse repetition rate. The laser output was stable without any Q switched instability. To the best of our knowledge, this is the lowest threshold for CW mode-locking operation of a Nd:YAG laser.