DEF 14A of QuantumScape Corp
Filed Apr 24, 2025 · FY20240000950170-25-058125
Our board of directors currently consists of 12 directors. At the annual meeting, 10 directors will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Prof. Dr. Leohold and Ms. Huppertz were not nominated to stand for re-election at the annual meeting. Their respective terms as directors will end upon the election of directors at the annual meeting. Accordingly, as permitted by our Bylaws, the Board has reduced its size to 10 directors, effective as of the annual meeting. The decision not to nominate Prof. Dr. Leohold and Ms. Huppertz for re-election at the upcoming annual meeting reflects the Board’s intent to streamline its size to better align with the Company's current stage and strategic priorities and was not due to any disagreement between either director and the Company or the Board. We extend our gratitude and appreciation for their contributions and dedicated service on the Board and to the Company.
Our board of directors currently consists of 12 directors. At the annual meeting, 10 directors will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Prof. Dr. Leohold and Ms. Huppertz were not nominated to stand for re-election at the annual meeting. Their respective terms as directors will end upon the election of directors at the annual meeting. Accordingly, as permitted by our Bylaws, the Board has reduced its size to 10 directors, effective as of the annual meeting. The decision not to nominate Prof. Dr. Leohold and Ms. Huppertz for re-election at the upcoming annual meeting reflects the Board’s intent to streamline its size to better align with the Company's current stage and strategic priorities and was not due to any disagreement between either director and the Company or the Board. We extend our gratitude and appreciation for their contributions and dedicated service on the Board and to the Company.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Nominees for Director
Nominees for Director
Nominees for Director
| Brad Buss Independent Director | | | Director since 2020 Age 61 | Current Affiliations • Board member, AECOM (NYSE: ACM) (since 2020) • Board member, Marvell Technology Group Ltd. (NASDAQ: MRVL) (since 2018) Business Experience • Executive Vice President and Chief Financial Officer, SolarCity Corporation (2014-2016) • Executive, Vice President and Chief Financial Officer, Cypress Semiconductor Corporation (NASDAQ: CY) (2005-2014) Former Board Membership • TuSimple Holdings Inc. (Nasdaq: TSP) (2020-2022) • Advance Auto Parts, Inc. (NYSE: AAP) (2016-2021) • Tesla, Inc. (Nasdaq: TSLA) (2009-2019) • Cavium, Inc. (2016-2018) • CafePress Inc. (2007-2016) Education • B.A. in Economics, McMaster University, Canada • Honors Business Administration degree, University of Windsor, Canada | | Board Committees • Audit Committee (Chair) • Compensation Committee | Skills, Qualifications and Expertise • Leadership and financial expertise as Chief Financial Officer at various public and private companies • Wide-ranging experience on the boards of major automotive and other public companies | | Jeneanne Hanley Independent Director | | | Director since 2021 Age 52 | Current Affiliations • Board member, KLA Corporation (NASDAQ: KLAC) (since 2019) • Board member, Tenneco Corporation (since 2023) Business Experience • Multiple roles at Lear Corporation (1994-2019), including Senior Vice President and President of the E-Systems Division, Corporate Vice President, Global Surface Materials, Corporate Vice President, Americas Seating Business Unit, Vice President, Global Strategy and Business Development Education • B.S. in Mechanical Engineering, University of Michigan • M.B.A., University of Michigan | | Board Committees • Audit Committee • Compensation Committee | Skills, Qualifications and Expertise • 25 years of experience in the automotive industry • Operational executive of significant business units and divisions serving the global automotive industry • Expertise in operational execution, performance management, sustainable growth strategy, and leadership and culture |
Nominees for Director
| 2025 Proxy Statement | 10 |
Nominees for Director
| Dr. Gena Lovett Independent Director | | | Director since 2022 Age 62 | Current Affiliations • Board member, AdvanSix Inc. (NYSE: ASIX) (since 2021) • Board member, Trex Company, Inc. (NYSE: TREX) (since 2021) Business Experience • Vice President, Operations, Defense, Space and Security, The Boeing Company (NYSE:BA) (2015-2019) • Global Chief Diversity Officer (2012-2015) and Director, Manufacturing, Forging (2007-2012), Alcoa Corporation (NYSE: AA) • 15 years at Ford Motor Company (NYSE: F), including as Plant Manager for New Model Programs (2006-2007), and as Assistant Plant Manager for the Atlanta Assembly (2005-2006) Former Board Membership • Shiloh Industries (NASDAQ: SHLO) (2019-2020) Education • B.A. in Criminal Justice, The Ohio State University • M.B.A., Baker College • M.S. in Values Driven Leadership, Benedictine University • Ph.D. in Values Driven Leadership, Benedictine University | | Board Committees • Nominating and Corporate Governance Committee (Chair) • Audit Committee | Skills, Qualifications and Expertise • 20+ years of extensive leadership experience in large-scale operations and manufacturing across the aerospace, aluminum and automotive industries • Broad public company board experience providing unique governance perspectives and insights based on her expertise on the intersection of business and society • Author of “C-Suite Quotient: The 8 C-Suite Behaviors That Propel a Leadership Culture” (2024) | | Dr. Günther Mendl Independent Director | | | Director since 2024 Age 53 | Current Affiliations • Head of the Center of Excellence Battery Cell, Volkswagen AG (since 2022) • VW Director, as described under the “Letter Agreements on Board and Committee Representation” section below Business Experience • Leader of the Battery Systems & Battery Cells Division, Volkswagen AG (2020-2022) • Head of Development for E-Traction, Charging & Battery Systems, Audi AG (2017-2020) • Various senior roles at Audi AG (2001-2017) Education • Diploma and Ph.D. in Mechanical Engineering, Technical University of Munich, Germany | | Board Committees • None | Skills, Qualifications and Expertise • Over two decades of experience in battery technology and propulsion systems within the automotive industry, including at Volkswagen AG and Audi AG • Extensive leadership experience through various senior and lead roles managing the entire battery lifecycle, from development, purchasing, strategic production planning and quality management to recycling |
Nominees for Director
| 2025 Proxy Statement | 11 |
Nominees for Director
| Prof. Dr. Fritz Prinz Director, Co-founder and Chief Scientific Advisor | | | Director since 2010 Age 75 | Current Affiliations • Consultant and advisor to the Company • Member, Management Trust Holding AG’s supervisory board • Professor of Materials Science and Engineering, Professor of Mechanical Engineering, and Senior Fellow, Precourt Institute for Energy (since 2010) • Leonardo Professor, School of Engineering at Stanford University (since 1994) Education • Ph.D. in Physics, University of Vienna, Austria | | Board Committees • None | Skills, Qualifications and Expertise • Educational and technical expertise through his academic career in materials science and engineering • Broad research into energy conservation for invaluable insights on strategy and technological development | | Dipender Saluja Independent Director | | | Director since 2012 Age 60 | Current Affiliations • Managing Director, Capricorn Investment Group (since 2006) • Board member, Joby Aviation, Inc. (NYSE: JOBY) (since 2021) • Board member, Navitas Semiconductor, Inc. (Nasdaq: NVTS) (since 2021) • Board member of several private companies Business Experience • 16 years at Cadence Design Systems | | Board Committees • Nominating and Corporate Governance Committee | Skills, Qualifications and Expertise • Extensive investment and leadership experience in the technology industry as Managing Director of a leading investment firm • Expansive board experience from service on other public and private boards • Extensive expertise and skills in strategy, finance and management from leadership and board roles across various industries |
Nominees for Director
| 2025 Proxy Statement | 12 |
Nominees for Director
| Sebastian Schebera Independent Director | | | Director since 2024 Age 48 | Current Affiliations • Head of Strategic Partnerships, Volkswagen AG (since 2020) • Managing Director, Porsche Niederlassung Mannheim GmbH, Volkswagen Group’s financial holding (since 2023) • Member, European Battery Alliance (since 2019) • VW Director, as described in the “Letter Agreements on Board and Committee Representation” section below Business Experience • Senior Director, Volkswagen Group Strategy (2018-2019) • Principal, Volkswagen Consulting (2012-2017) • Engagement Manager, McKinsey & Company(2008-2012) • Engineer (2004-2005) and Plant Production Manager (2006-2007), Autoliv Inc. Former Board Membership • Private technology startup (2022-2024) Education • Diploma degree in Mechanical Engineering, Technical University of Dresden, Germany | | Board Committees • Nominating and Corporate Governance Committee | Skills, Qualifications and Expertise • 20 years of professional experience in the automotive industry, including in the battery technology field • Investment advisory and strategic experience from leadership roles in strategic operations and management consulting | | Dennis Segers Chairman of the Board | | | Director since 2024 Age 72 | Current Affiliations • Board member, Parade Technologies, Ltd. (since 2007) • Board member, Flip Electronics (since 2021) • Chairman, Kinara, Inc. (since 2022) Business Experience • President and CEO, Matrix Semiconductor (2006-2015) • CEO, Tabula, Inc. (2001-2006) Former Board Membership • Chairman, Xilinx, Inc. (Nasdaq: XLNX) (2015-2022) Education • B.S. in Electrical Engineering, Texas A&M University | | Board Committees • None | Skills, Qualifications and Expertise • 45-year veteran of the semiconductor industry • Extensive experience serving in executive management as Chief Executive Officer of various companies across a wide-range of industries • Vast experience serving on boards of directors of various public and private companies and as an advisor of venture capital backed startups, private and public companies |
Nominees for Director
| 2025 Proxy Statement | 13 |
Nominees for Director
| Dr. Siva Sivaram President, Chief Executive Officer and Director | | | Director since 2024 Age 64 | Business Experience • Various roles at Western Digital (NASDAQ: WDC) (2016-2023), including as President, and Executive Vice President, Silicon Technology and Manufacturing • Executive Vice President, Memory Technology, SanDisk (2013-2016) • Founder and CEO, Twin Creek Technologies • Several leadership positions at SanDisk, Matrix Semiconductor, and Intel Education • B.S. in Mechanical Engineering, National Institute of Technology, Tiruchi, India • M.S. in Materials Science, Rensselaer Polytechnic Institute • Ph.D. in Materials Science, Rensselaer Polytechnic Institute | | Board Committees • None | Skills, Qualifications and Expertise • Decades of experience taking complex emerging technologies into high-volume production, including building factories, establishing and managing partnerships and scaling production across the world • Executive leadership experience from various Chief Executive Officer and other leadership roles throughout his career • Technical and relevant educational background with strong scientific knowledge and connections within the broader high-tech manufacturing industry | | JB Straubel Independent Director | | | Director since 2019 Age 49 | Current Affiliations • Founder and Chief Executive Officer, Redwood Materials Inc. (since 2017) • Board member, Tesla, Inc. (NASDAQ: TSLA) (since 2023) Business Experience • Co-Founder and Chief Technology Officer, Tesla, Inc. (2005-2019) Former Board Membership • SolarCity Corporation (2006-2016) Education • B.S. in Energy Systems Engineering, Stanford University • M.S. in Engineering, with an emphasis on energy conversion, Stanford University | | Board Committees • None | Skills, Qualifications and Expertise • Technical and manufacturing expertise as Chief Executive Officer of major lithium-ion battery materials supplier • Expertise in cleantech and batteries leveraging technical educational background and leadership experience in energy technology companies |
Nominees for Director
| 2025 Proxy Statement | 14 |
Considerations in Identifying and Evaluating Director Nominees
Considerations in Identifying and Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. An overview of our director nominations process follows.
Considerations in Identifying and Evaluating Director Nominees
| Identification | | | While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation: | | | • issues of character • professional ethics and integrity • judgment • business acumen and experience • proven achievement and competence in one’s field • the ability to exercise sound business judgment • tenure on the board and skills that are complementary to the board | • an understanding of our business • an understanding of the responsibilities that are required of a member of the board • other time commitments • mix of viewpoints and experience (e.g., differences in professional background, education, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board) | | Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. | | | Evaluation | | | In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. In determining whether to recommend a director for reelection, our nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board and our business and other qualifications and characteristics set forth in the charter of our nominating and corporate governance committee and corporate governance guidelines. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including without limitation candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. | | | Recommendation to the Board | | | After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board. | |
Considerations in Identifying and Evaluating Director Nominees
In addition to the process described above, our nominating and corporate governance committee also nominates two individuals designated by VGA as required under the VW Director Agreement. Dr. Mendl and Mr. Schebera are the two current VW Directors
Considerations in Identifying and Evaluating Director Nominees
| 2025 Proxy Statement | 20 |
Considerations in Identifying and Evaluating Director Nominees
pursuant to the VW Director Agreement. In June 2024, upon designation by VGA and nomination by our board of directors, Mr. Schebera was elected as a director at the annual meeting, succeeding Mr. Jens Wiese, who served as a VW Director and member of the nominating and corporate governance committee up until the June 2024 annual meeting. Mr. Schebera was subsequently appointed to the nominating and corporate governance committee in July 2024. In October 2024, upon designation by VGA pursuant to the VW Director Agreement, Dr. Mendl was appointed to serve as a director of our board of directors, succeeding Mr. Frank Blome, who served as a VW Director up until his resignation in July 2024.
Outside Director Compensation
Outside Director Compensation In March 2021, our board of directors adopted an outside director compensation policy (the “Director Compensation Policy”), which was developed with input from Compensia regarding practices and compensation levels at comparable companies and is designed to attract, retain, and reward outside directors. Our board of directors most recently amended the Director Compensation Policy in February 2025, as described below under “Updates to Outside Director Compensation.” Under the Director Compensation Policy, each outside director will receive the cash and equity compensation for board services described below. We also will reimburse our outside directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committees and other expenses. Directors who are also our employees receive no additional compensation for their service as directors.
Outside Director Compensation
| 2025 Proxy Statement | 21 |
Outside Director Compensation for Fiscal Year 2024
Outside Director Compensation for Fiscal Year 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our outside directors for their service on our board of directors, for the fiscal year ended December 31, 2024.
Outside Director Compensation for Fiscal Year 2024
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Frank Blome(4) | — | — | — | | Brad Buss | 136,000 | 193,113 | 329,113 | | Jeneanne Hanley | 101,500 | 193,113 | 294,613 | | Susan Huppertz | 92,500 | 193,113 | 285,613 | | Prof. Dr. Jürgen Leohold | 104,500 | 193,113 | 297,613 | | Dr. Gena Lovett | 105,500 | 193,113 | 298,613 | | Dr. Günther Mendl(4) | — | — | — | | Dipender Saluja | 86,500 | 193,113 | 279,613 | | Sebastian Schebera(4) | — | — | — | | Dennis Segers | 16,559 | 411,976 | 428,535 | | JB Straubel | 80,000 | 193,113 | 273,113 | | Jens Wiese(4) | — | — | — |
Outside Director Compensation for Fiscal Year 2024
(1) Mr. Singh is a co-founder and was an executive officer and employee of the Company until February 14, 2024 and in connection with his transition out of the chief executive officer role, Mr. Singh waived participation in the standard compensation arrangements for outside directors under the Director Compensation Policy effective February 15, 2024. Therefore Mr. Singh did not receive compensation in fiscal year 2024 as an outside director and is intentionally omitted from this table and the table below regarding directors' outstanding equity awards. Prof. Dr. Fritz Prinz is a co-founder of the Company and even though he is an outside director, he received compensation in fiscal year 2024 in connection with certain technical consulting and advisory services provided to the Company, and therefore did not receive additional compensation as an outside director and is intentionally omitted from this table. See “Related Person Transactions—Other Transactions” for a description of the compensation provided to Prof. Dr. Prinz in connection with his technical consulting and advisory services. (2) Consists of board of directors and committee annual retainers and, if applicable, board and committee chair retainers. (3) The amounts in this column represent the aggregate grant-date fair value of awards granted to each director computed in accordance with the FASB ASC Topic 718. See Note 2 to the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the grant-date fair value of our equity awards. (4) The VW Directors, Dr. Mendl and Messrs. Blome, Schebera and Wiese, each waived their right to any compensation for their service as an outside director. As of December 31, 2024, the outside directors who served during 2024 held the following outstanding equity awards:
Outside Director Compensation for Fiscal Year 2024
| Name | Aggregate Number of Shares of Class A Common Stock Subject to Outstanding RSU Awards | Aggregate Number of Shares Underlying Option Awards Outstanding | | Frank Blome | — | — | | Brad Buss | 34,423 | 1,407,612 | | Jeneanne Hanley | 35,513 | — | | Susan Huppertz | 35,976 | — | | Prof. Dr. Jürgen Leohold | 34,423 | 242,175 | | Dr. Gena Lovett | 35,611 | — | | Dr. Günther Mendl | — | — | | Prof. Dr. Fritz Prinz | 102,422 | 209,978 | | Dipender Saluja | 34,423 | — | | Sebastian Schebera | — | — | | Dennis Segers | 77,149 | — | | JB Straubel | 34,423 | 520,262 | | Jens Wiese | — | — |
2025 Updates to Outside Director Compensation
2025 Updates to Outside Director Compensation In February 2025, our board of directors approved an amendment to the Director Compensation Policy to decrease the additional annual retainer to the non-executive chair of the board of directors from $100,000 to $75,000, to better align our outside director’s compensation to market-competitive levels.
2025 Updates to Outside Director Compensation
| 2025 Proxy Statement | 23 |
2025 Updates to Outside Director Compensation
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2025. |
Compensation Discussion and Analysis
| 2024 Executive Compensation Highlights | 29 | Our named executive officers (“NEOs”) for 2024 were: • Dr. Siva Sivaram, our President since September 2023 and Chief Executive Officer since February 2024 (our “New CEO”); • Jagdeep Singh, our Chief Executive Officer until February 2024 (our “Founder CEO”); • Kevin Hettrich, our Chief Financial Officer; • Dr. Timothy Holme, our Chief Technology Officer; • Michael McCarthy, our Chief Legal Officer and Head of Corporate Development; • Dr. Mohit Singh, our Chief Development Officer. Dr. Singh is not related to Jagdeep Singh. | | CEO and Chairman Transitions | 29 | | | Compensation Philosophy and Objectives | 32 | | | Executive Compensation Policies and Practices | 32 | | | Compensation-Setting Process | 34 | | | 2024 Compensation Overview | 36 | | | Base Salary | 36 | | | Annual Incentive Bonus | 37 | | | Long-Term Incentive Equity Awards | 39 | | | Welfare and Other Employee Benefits | 43 | | | Perquisites | 43 | | | Executive Letter Agreements | 43 | | | Severance Arrangements | 43 | | | Other Compensation Policies | 43 | | | Tax and Accounting Considerations | 45 | | | Compensation-Related Risk | 45 | |
CEO and Chairman Transitions
New CEO Grant (as defined below) awarded consisting of a mix of RSUs (40%) and PSUs (60%), with no further equity grants to the New CEO in 2024. Mr. Singh was not entitled to and did not receive any severance payments in connection with his transition away from the role of chief executive officer or his later retirement from the board. The following compensation changes took effect: o Mr. Singh ceased receiving any compensation for service as a Company employee or chief executive officer and waived any participation in the standard compensation arrangements for outside directors under the Company’s Director Compensation Policy. o Stock options granted to him under the EPA Program (as defined below) terminated in accordance with its terms. o All of his other outstanding equity awards continued to vest in accordance with their terms. A look into 2025, effective January 1, 2025: • Dennis Segers assumed the role of independent chairman of our board, succeeding Mr. Singh who transitioned out of such role and ceased providing any services to the Company. • All of Mr. Singh’s then outstanding equity awards that had not yet vested were forfeited according to their terms. • All of Mr. Singh’s then outstanding stock options remained exercisable until March 31, 2025, three months after ceasing to be a service provider.
2024 Executive Compensation Highlights
2024 Executive Compensation Highlights The compensation committee of the board of directors periodically reviews and refines our compensation programs to attract and retain executive talent, support our evolving business strategy and drive shareholder value. Our named executive officers are generally eligible for base salary, annual incentive bonus, and equity awards in the form of long-term incentive restricted stock units (“RSU”) grants, including performance-based RSUs (“PSUs”) that vest upon achievement of certain corporate milestones, as described below.
2024 Executive Compensation Highlights
| At-a-Glance: A continued focus on performance | | | | | | Since the introduction of performance-based RSUs (PSUs) in 2023, the proportion of PSUs relative to time-based RSUs granted to our NEOs has increased each year. | | | The highlights of our 2024 executive compensation program include: • Continued emphasis on long-term equity and increased focus on PSU grants: at least 50% of grants to NEOs (60% in the case of the New CEO) in 2024 were PSUs, with the balance delivered in time-based RSUs. • Maintained annual incentive bonus targets and increased base salary for NEOs (excluding the New CEO) by 4%. • As described above, Dr. Sivaram’s compensation was aligned with his expanded role as president and chief executive officer, reflecting his experience and based on market and peer data, with adjustments to his base salary, bonus target, and a one-time equity award structured as 40% RSUs and 60% PSUs, with no additional equity grants in 2024. • Achievement of one 2023 PSU milestone and one 2024 PSU Milestone (as defined below): resulted in 25% of each such 2023 and 2024 PSUs vesting for our NEOs. • Achievement of 11 out of 14 goals under the 2024 Bonus Plan (as defined below), resulting in a total payout of 125% of each NEO's target bonus for 2024. | |
2024 Executive Compensation Highlights
A look into 2025: on February 24, 2025, certain of our NEOs and other senior employees entered into agreements with the Company to waive and forfeit (the “EPA Waiver”) the stock options granted to them under the Company’s 2021 Extraordinary Performance Award Program (the “EPA Program”), a performance-based equity incentive program adopted in 2021 for our Founder CEO, primarily, and other key employees and executives, including our then named executive officers. These EPA Waivers are irrevocable, were made without consideration from the Company and participants have not received any promises for any consideration in exchange for the waiver. The decision to terminate participation in the EPA Program reflects the shared assessment of Company leadership that the program no longer achieves its intended objectives. A key factor in this assessment was the CEO Transition described above: the EPA Program was established under and for the primary benefit and incentive of the Founder CEO; the New CEO was not involved with the Company at the time the EPA Program was designed and implemented and, due to the program's terms, no additional stock options can be issued under the program for the New CEO or any other participant. This CEO Transition has prompted a reevaluation of the EPA Program’s relevance and effectiveness in the context of our current leadership and strategic direction. In addition, the achievement of the stock price vesting thresholds at a minimum of $60 per share of our Class A common stock—an amount far exceeding the stock price of $5.19 as of December 31, 2024—has made it highly unlikely that these milestones will be achieved within a reasonable timeframe regardless of any business milestone achievements, and continued administration of the program imposes considerable administrative burdens and restricts the availability of Company stock for other strategic purposes. In alignment with the Company’s commitment to long-term value creation and stockholder interests, our leadership team determined that waiving these stock option awards was in the best interest of both the Company and its stockholders. This decision also reflects a broader strategic and team alignment, ensuring that our incentive programs are fully aligned with the Company’s new direction under the New CEO's leadership. After taking into account the waivers and senior employee departures over the years, including our Founder CEO, the number of outstanding options under the EPA Program has decreased from the full allocation of 16.8 million options in 2021 and 2022 to 1.9 million options as of March 31, 2025, with only 11% of all awards granted under the EPA remaining outstanding as of March 31, 2025. As of December 31, 2024, certain of our named executive officers were still participants of the EPA Program and therefore a description of the EPA Program mechanics is disclosed under “Long-Term Incentive Equity Awards—Previously Granted Outstanding Equity Awards—2021 Extraordinary Performance Award Program,” followed by additional details about the EPA Waiver.
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives The overall objective of our executive compensation program is to link executive compensation to the performance of our Company, and to motivate our executives, including our named executive officers, to make a long-term commitment to our success. As a development stage Company with no revenue to date, our focus has been to link executive compensation with operational performance of the Company, including product development, production planning, scale-up and licensing, sales/customer development, and long-term value creation for stockholders, among others. Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. Our executive compensation program seeks to achieve this objective by ensuring that we can: • Reward and retain talented executives, who possess proven experience, knowledge, skills, and leadership; • Motivate our executives by giving them a stake in our growth and prosperity and encouraging their continued service; and • Align the interests of stockholders and named executive officers by providing meaningful equity incentives that ensure a long-term focus on growth and prosperity. Based on this philosophy, we have designed our executive compensation program at levels we consider market competitive to encourage the achievement of strong overall results, particularly ambitious long-term financial and operational objectives. Our executive compensation program is designed with a mix of short-term and long-term components, cash and equity elements and fixed and contingent payments in proportions that we believe provide appropriate incentives to retain and motivate our named executive officers, other senior executives and management team and help to drive success in our business. Since 2023, our executive compensation program started emphasizing the grant of PSUs, with vesting tied to performance of predetermined goals. See “Long-Term Incentive Equity Awards” below for more information regarding our PSUs.
Executive Compensation Policies and Practices
| What we do | | | Long-Term “At-Risk” Performance-Based Compensation | The majority of our executive compensation program is comprised of long-term performance-based compensation, and therefore “at risk,” dependent upon corporate performance and equity-based, including PSUs, to align the interests of our executives with our stockholders. In 2024, 50% of the equity awards granted to our named executive officers as annual refresh grants and 60% of the CEO new hire award were PSUs dependent upon corporate performance, and therefore “at risk,” to align the interests of our executives with our stockholders. | | Independent Compensation Committee | Our compensation committee is comprised solely of independent directors who have established effective means for communicating with each other and with our stockholders, and implementing their executive compensation ideas, as well as addressing their concerns. | | Independent Compensation Consultant | Our compensation committee engaged its own compensation consultant, Compensia, a national compensation consulting firm, to assist with its 2024 compensation review and analysis. | | Annual Executive Compensation Review | Our compensation committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes. | | Clawback Arrangements | We maintain clawback arrangements with our executive officers to recover erroneously awarded incentive-based compensation received after October 2, 2023 in the event that we have to prepare accounting restatements due to our material noncompliance with any financial reporting requirement under the securities laws, including in the case of a recipient’s perpetration of common law fraud or a recipient’s misconduct that is materially injurious to the business reputation of, or is otherwise materially injurious to, any member of the Company group. In addition, the terms of the awards under the EPA Program provided for recovery of such awards under certain circumstances, as described below. | | Stock Ownership Guidelines | Our directors and executive officers are subject to stock ownership guidelines. See “Other Compensation Policies—Stock Ownership Guidelines” below for a description of our stock ownership guidelines. | | What we don't do | | | No Special Perquisites and Benefits | Our executives are eligible to participate in broad-based Company-sponsored retirement, health and welfare benefits programs on the same basis as our other full-time, salaried employees. At this time, we provide limited perquisites and other personal benefits to our executives and certain senior employees. Other than a 401(k) plan, we do not provide any other retirement benefits to employees, including our named executive officers. | | No “Golden Parachute” Tax Reimbursements | We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our executives might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”). | | No Hedging and Pledging | Our Insider Trading Policy prohibits our employees, including our executive officers and the members of our board of directors, from hedging any Company securities, from pledging any Company securities as collateral for any loan or as part of any other pledging transaction, or from holding any Company common stock in margin accounts. | | No “Single-Trigger” Change-in-Control Arrangements | Our named executive officers are not eligible for payments and benefits that are payable solely as a result of a change-in-control in the Company. All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of our Company plus an involuntary termination of employment before payments and benefits are paid). | | No Timing Grants to Release of Material Nonpublic Information | We do not have a practice of granting stock options, stock appreciation rights, or similar option-like instruments. We have a practice of granting time-based and performance-based equity on a regular prescheduled cadence irrespective of any release of material nonpublic information. |
Role of Compensation Committee
| Existing Compensation Arrangements | • Base salary • Target bonus opportunities • Vesting status and value of outstanding equity awards | | Competitive Market Data | • Provided by Compensia • Reference point for measuring the competitive marketplace • Compensation policies and practices of comparable publicly traded companies | | Strategic Business Plan | • Alignment with Company growth objectives • Alignment with shareholder interests • Contribution to achieving long-term goals and driving innovation | | Management Input | • Core responsibilities and criticality of role • Past individual performance and expected future contributions • Internal pay equity based on the impact of business and performance • Input from our CEO, CLO, and CHRO (except with respect to their own compensation) |
Role of Compensation Consultant
Role of Compensation Consultant Compensia has been engaged by and serves as our compensation committee’s compensation consultant. Compensia reviews the compensation arrangements of our executives and generally assists our compensation committee in analyzing executive and employee compensation, and the compensation of the non-employee members of our board of directors. Compensia provides support for our compensation committee by attending committee meetings, providing recommendations regarding the composition of our compensation peer group, analyzing competitive compensation data and formulating recommendations for executive and outside director compensation. Our compensation committee also requests specific analyses to assist our compensation committee in the design and structure of our executive and outside director compensation programs.
Role of Compensation Consultant
| 2025 Proxy Statement | 34 |
Role of Compensation Consultant
Our compensation committee has determined that the work of Compensia does not raise any “conflict of interest” in accordance with Item 407(e)(3)(iv) of Regulation S-K and the listing standards of the NYSE.
Competitive Positioning
Competitive Positioning In setting executive compensation, our compensation committee takes a holistic approach to the selection of peer companies, considering a range of qualitative and quantitative factors based on publicly available data on the compensation policies and practices of comparable publicly traded companies. This information helps the committee understand the competitive market for executive talent. With respect to decisions regarding the 2024 compensation of our executives, including our named executive officers, our compensation committee reviewed competitive market data analysis prepared by Compensia which included but was not limited to the following criteria: • Industry Sectors: mix of technology and industrial sector companies with complex products and/or operations related to the electric vehicle and clean energy industries • Market Capitalization Range: approximately 0.25x to 4.0x of our 30-day average • Revenue: although typical for determining cash compensation levels, for pre-revenue companies this metric provides less insight Our compensation committee determines the peer group by identifying companies that, at the time of selection, are our potential competitors in both the senior-executive labor market and the capital market, and that demonstrate similar growth and performance potential. While the criteria described above guide the selection by our committee, they do not guarantee inclusion in our peer group. The committee places a greater emphasis on the growth and performance potential of the companies rather than solely on revenue numbers, recognizing that our Company operates within the highly competitive and growth-oriented market of Silicon Valley and that revenue is a lesser consideration when evaluating executive compensation for pre-revenue companies. Companies that may meet some criteria but are deemed irrelevant for other reasons—such as having smaller market capitalizations or operating in a less relevant sector—are excluded. For 2024, the compensation committee reviewed and approved changes to our executive compensation peer group, adding ChargePoint Holdings, Gentherm, and Lucid Group and removing First Solar, Monolithic Power Systems, and Solid Power. As approved by our compensation committee on October 16, 2023, the following companies comprised our compensation peer group for 2024:
Competitive Positioning
| Ballard Power Systems | Plug Power | | Bloom Energy | Power Integrations | | BorgWarner | SunPower | | ChargePoint Holdings | Sunrun | | Cognex | Teradyne | | Gentherm | Thor Industries | | Lear | Trimble | | Lucid Group | Virgin Galactic Holdings | | Lumentum Holdings | Visteon | | Lyft | |
Competitive Positioning
The competitive market data from the peer group serves as a reference during the compensation committee’s evaluation and decision-making process regarding executive compensation. However, the committee does not benchmark our executives’ compensation to any specific level or against any particular peer group member. Instead, the data helps the committee understand market practices and provides context for its decisions—especially as we operate in a highly competitive and rapidly evolving market. The compensation committee exercises discretion in determining the nature and extent of the use of market data, which may vary by executive. Actual compensation decisions are based on multiple factors, as described in the “Role of Compensation Committee” section. A look into 2025: in October 2024, the compensation committee reviewed and approved changes to our peer group for purposes of determining 2025 executive compensation, adding Enovix, Fluence Energy, indie Semiconductor, IonQ, LiveWire Group and SiTime to our peer group, and removing Lear, SunPower, Teradyne, Trimble, and Virgin Galactic Holdings. In making this determination, the compensation committee considered the market capitalization of each company, removing any high or low outliers, and added companies that better aligned with the selection criteria discussed above.
Competitive Positioning
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2024 Compensation Overview
| Base salary | Base salary is a customary, fixed element of compensation intended to attract and retain our executives, including our named executive officers, and compensate them for their day-to-day efforts. Our compensation committee reviews base salary every year, as well as at the time of a promotion or other change in responsibilities, and considers each executive’s performance, prior base salary level, competitive market data, breadth of role, and the other factors described in the “Compensation Setting Process—Role of Compensation Committee” section above. | | Annual incentive bonus | Our compensation committee establishes annual incentive compensation opportunities under our bonus plan. Our bonus plans are designed to motivate and reward our executives, including our named executive officers, to perform to the best of their abilities and to achieve our corporate financial, operational, and strategic objectives. Since 2023, our compensation committee decided to pay out the bonus in the form of fully vested RSUs to our named executive officers and other eligible exempt employees to align with the Company’s objective to conserve cash. | | Long-term incentive equity awards | We use equity awards to incentivize and reward our executives (including our named executive officers) for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our executives with those of our stockholders. We grant full value awards for shares of our common stock, or awards without a purchase price, such as RSU awards. We also grant PSUs (RSUs with vesting subject to continued service and the achievement of performance milestones) to our named executive officers and continue to structure grants with increased weight (at least 50%) on PSUs to better align compensation with the achievement of corporate goals. |
Annual Incentive Bonus
Annual Incentive Bonus 2024 Bonus Plan In February 2024, our compensation committee established the 2024 corporate bonus plan (the “2024 Bonus Plan”). To determine the target annual incentive bonus opportunities for each of our executives, including each of our named executive officers, the compensation committee considered each executive’s total target annual incentive compensation, and consistent with its general intention that our executives’ total target cash compensation be market-competitive, the breadth of his or her responsibilities and the other factors described in the “Compensation-Setting Process—Role of Compensation Committee” section above. In 2024, our compensation committee and board of directors maintained the same target annual incentive bonus percentage as 2023 for our NEOs, other than our New CEO. In February 2024, the board approved Dr. Sivaram’s target annual incentive bonus at 125% of his 2024 eligible earnings in light of his transition as the new chief executive officer of the Company, a 25% increase compared to the Founder CEO 2023 target inventive bonus of 100%. The target annual incentive bonus of our named executive officers for 2024 was the following:
Annual Incentive Bonus
| Name | 2024 Target Annual Incentive Bonus (% of actual 2024 eligible earnings) | | Dr. Siva Sivaram | 125% | | Jagdeep Singh(1) | — | | Kevin Hettrich | 50% | | Dr. Timothy Holme | 50% | | Michael McCarthy | 50% | | Dr. Mohit Singh | 50% |
Annual Incentive Bonus
(1) Mr. Singh transitioned out of his role as chief executive officer effective as of February 15, 2024. The 2024 Bonus Plan was designed with the intent to align employees’ interests with our corporate goals and incentivize achievement of critical milestones essential to driving long-term stockholder value. In March 2024, the compensation committee approved the establishment of the 2024 Bonus Plan, which is based on the achievement of 14 pre-established corporate goals divided into three groups across various areas, including commercial, technical, operational and corporate development. In contrast to 2023's payout approach whereby each goal and corresponding payout was weighted equally, under the 2024 Bonus Plan, each goal group is weighted proportionate to the relative business importance, scope and anticipated difficulty of achievement during 2024. More specifically, under the 2024 Bonus Plan, total payout ranges from 0% to 150%, depending on the number and weighting of the specific goals achieved during the measurement period. Upon achievement of each goal, potential and actual payout under the 2024 Bonus Plan is as indicated in the following table:
Annual Incentive Bonus
| Group* | | Maximum Potential Achievement | | Actual 2024 Achievement | | | | | Goals to Achieve by Measurement Date | Potential Payout (Per Goal) | # of Goals | Percentage Payout | | A | Technical (cell specification and delivery achievement) | 1 | 35% | 1 | 35% | | B | Technical, Operational and Commercial (cell demonstration, film and cell production, and other key technology development; objectives advancing production and performance of our technology; and matters furthering commercialization of our products) | 10 | 10% each | 8 | 80% | | C | Corporate Development (matters driving overall business growth) | 3 | 5% each | 2 | 10% | | Total: | | 14 | 150% | 11 | 125% | | *The descriptions are illustrative of the nature of the goals and not intended to be a comprehensive summary of all the goals for the applicable functional area. For reasons noted below, the specifics of the goals are not disclosed. | | | | | |
Annual Incentive Bonus
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Annual Incentive Bonus
Disclosure of Plan Goals As a development stage company with no revenue to date, our focus has been to link compensation with the achievement of measurable, meaningful and rigorous performance goals that drive long-term stockholder value. Our 2024 Bonus Plan (as well as our Refresh Equity Awards, as discussed below under “Long-Term Incentive Equity Awards—Refresh Equity Awards”) therefore employs technology and product development milestones, rather than financial metrics that are already publicly disclosed, that directly reflect the progress of our most critical research and development activities. However, because our technologies are in early-stage development, premature disclosure of near-term performance objectives can, among other risks, pose significant competitive risks to our pipeline and business strategies and cause unwarranted market volatility due to misinterpretation of unpredictable fluctuations in R&D timelines as signals of long-term performance. Our responsibility to protect the Company’s strategic and competitive interests at this critical pre-commercial stage drive our decision not to disclose the specifics of the 2024 Bonus Plan goals. While we firmly believe that limiting the disclosure of the details surrounding our milestones enables us to maintain our competitive advantages, we will continue to evaluate our disclosure practices and remain committed to updating our stockholders with the information necessary to understand and assess our compensation program and our business progresses. Plan Design Considerations The mechanics around goal achievement and payment retain design elements from 2023's plan (the “2023 Bonus Plan”). To continue to incentivize employees and drive milestone achievement throughout the year, the 2024 Bonus Plan provided for an interim payout based on the number of goals achieved by June 30, 2024 and target bonus amount based on eligible earnings from January 1 until June 30, 2024, and a final payout based on the aggregate number of goals achieved by December 31, 2024 and target bonus amount based on full year 2024 eligible earnings, reduced by the amount of interim payout, if any. As was the case in the prior year, to maintain the Company's objective to conserve cash, the compensation committee decided to continue to pay our NEOs and other exempt employees the 2024 bonus in the form of fully vested RSUs under the 2020 Plan. The number of RSUs awarded as interim and final bonus payouts were calculated based on the closing market price of our Class A common stock on each interim and final RSU grant dates, and each interim and final payouts’ RSUs vested immediately on their respective grant dates. The final number of shares received by each participant was subject to sale-to-cover transactions effected to satisfy withholding tax obligations. Plan Goal Achievement and Payout In 2024, we achieved three goals by June 30, 2024, and an additional eight goals were achieved by December 31, 2024, totaling 11 out of 14 goals, resulting in a total payout of 125% of each participant’s target bonus for 2024. The interim 2024 bonus payout was made in August 2024 and the final 2024 bonus payout was made in February 2025. The table below shows the aggregate dollar values and number of RSUs received as bonus payouts by our NEOs under the 2024 Bonus Plan:
Annual Incentive Bonus
| | 2024 Bonus Plan Payout | | | Name | $(1) | # of RSUs(2) | | Dr. Siva Sivaram | 1,208,171 | 250,357 | | Jagdeep Singh(3) | — | — | | Kevin Hettrich | 290,672 | 60,066 | | Dr. Timothy Holme | 302,425 | 62,572 | | Michael McCarthy | 302,425 | 62,572 | | Dr. Mohit Singh | 302,425 | 62,572 |
Annual Incentive Bonus
(1) These amounts represent the aggregate grant-date fair value of awards granted to each NEO, computed in accordance with the FASB ASC Topic 718. See Note 2 to the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the grant-date fair value of our equity awards. These amounts are disclosed in the “2024 Summary Compensation Table” below under the “Stock Awards” column. (2) Reflects the aggregate number of shares received as interim payout in August 2024 and final payout in February 2025, calculated based on the closing market price of our Class A common stock on each of the interim and final RSU grant dates. (3) Mr. Singh transitioned out of his role as Founder CEO effective as of February 15, 2024 and was therefore ineligible to receive the 2024 Bonus Plan payout.
Annual Incentive Bonus
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Long-Term Incentive Equity Awards
Long-Term Incentive Equity Awards Refresh Equity Awards The compensation committee grants refresh equity awards to our named executive officers generally on an annual basis. These awards are made under the 2020 Plan and are designed to motivate and reward executive officers to deliver against the Company’s performance goals, support the retention of top talent, and create ownership alignment with stockholders. The compensation committee does not benchmark equity compensation at any particular level versus the competitive market data, however it considers total cash and equity compensation peer group data for each role in the determination of individual refresh equity awards to our named executive officers. In April 2024, our compensation committee approved long-term incentive equity refresh grants to our NEOs consisting of a mix of time-based RSUs (50%) and PSUs (50%). In connection with the CEO Transition, our Founder CEO and our New CEO did not receive refresh equity awards in 2024. The compensation committee decided to grant these awards as a retention tool and increased the emphasis on PSUs—rather than RSUs—as they vest based on continued service and achievement of certain corporate performance milestones over time, with the goal of incentivizing long-term performance and aligning the interests of senior executives with those of stockholders. These milestones, which are linked to technical development and prototype battery cell delivery goals, were intentionally set to be difficult to achieve, ensuring that only significant achievements in the Company's core objectives will result in vesting, reflecting the rigorous nature of the program. The structure of these equity awards and milestones emphasizes our compensation committee's commitment to setting high standards and rewarding only the most meaningful contributions to the Company's success. The rigorous nature of these milestones highlights the Company’s dedication to delivering strong long-term results while ensuring that executives’ interests remain tightly aligned with the Company’s performance. The amount of the refresh awards varied among the NEOs after taking into account the value of unvested equity awards already held by them (including the EPA Program), their relative contributions during 2023, and anticipated levels of responsibility for key corporate objectives in 2024. The table below lists the refresh awards that our NEOs received in 2024:
Long-Term Incentive Equity Awards
| 2024 Refresh Awards | | | | | Name | Target Value ($) | Number of RSUs (50%)(1) | Number of PSUs (50%)(1) | | Dr. Siva Sivaram(2) | — | — | — | | Jagdeep Singh(3) | — | — | — | | Kevin Hettrich | 3,720,816 | 311,105 | 311,105 | | Dr. Timothy Holme | 3,491,507 | 291,932 | 291,932 | | Michael McCarthy | 3,180,403 | 265,920 | 265,920 | | Dr. Mohit Singh | 3,491,507 | 291,932 | 291,932 |
Long-Term Incentive Equity Awards
(1) Calculated based on the trailing 20-day volume weighted average price of the Company’s Class A common stock at the time of the approval request for the awards and, accordingly, differs from the grant date fair values reported in the “2024 Summary Compensation Table” below under the “Stock Awards” column. (2) Dr. Sivaram did not receive refresh equity awards due to the grant awarded to him in connection with his transition into the role of New CEO of the Company. See “New-Hire and Promotion Equity Awards—New CEO Grant” below for more information. (3) Mr. Singh transitioned out of the role of chief executive officer of the Company effective as of February 15, 2024 and therefore did not receive a 2024 refresh award. The RSU awards vest on equal quarterly installments over a four-year period starting on August 15, 2024, subject to the NEO continuing to be a service provider through the applicable vesting date. The PSU awards vest subject to the Company's achievement of four corporate milestones (the “2024 PSU Milestones”), with each 2024 PSU Milestone corresponding to 25% of the PSUs and vesting on the quarterly vesting date immediately following certification by the compensation committee of such milestone achievement, so long as each such milestone is achieved before May 2027 and the NEO continues to be a service provider through such vesting date. The 2024 PSU Milestones were designed to be challenging and ambitious, with the goal of incentivizing long-term performance and aligning the interests of senior executives, including our NEOS, with those of stockholders. These milestones, which are linked to technical development and prototype battery cell delivery goals, were intentionally set to be difficult to achieve. This ensures that only significant achievements in the Company's core objectives will result in vesting, reflecting the rigorous nature of the program. The 2024 PSU Milestones are not specifically disclosed due to competitive reasons as discussed above under “Annual Incentive Bonus—2024 Bonus Plan” starting on page 37, but generally consist of technical development demonstration and prototype battery cell delivery goals. As of December 31, 2024, one 2024 PSU Milestone has been achieved, resulting in 25% of such PSUs vesting for eligible recipients, including our NEOs, in February 2025. The remaining milestones, with a deadline for achievement by May 2027, remain challenging and require sustained performance and continued progress in the Company’s technical development and product delivery. The grant
Long-Term Incentive Equity Awards
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Long-Term Incentive Equity Awards
date fair values of the refresh equity awards granted to our named executive officers are included in the “Stock Awards” column of the “2024 Summary Compensation Table” and in the “2024 Grants of Plan-Based Awards Table” below. New-Hire and Promotion Equity Awards New hire and promotion equity awards are generally determined based on our internal equity grant guidelines and through arm’s-length negotiations at the time of hire or promotion. For executive officer roles, the compensation committee does not benchmark new hire or promotion equity compensation at any particular level versus the competitive market data, however it considers total cash and equity compensation peer group data for each role in the determination of individual new hire or promotion equity awards. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. New CEO Grant In February 2024, Dr. Sivaram was appointed as the our chief executive officer, succeeding Mr. Singh, who had served as the Company's founder chief executive officer since he co-founded the Company in 2010. Upon recommendation of our compensation committee, the board of directors approved certain changes to Dr. Sivaram’s initial compensation arrangements as president to align his compensation to his increased responsibilities as president and chief executive officer, including the granting of a one-time long-term incentive equity award in the form of time-based RSUs (40%) and PSUs (60%) (the “New CEO Grant”). The compensation committee approved this non-recurring New CEO Grant with the intent to retain and incentivize Dr. Sivaram, as they vest based on continued service and achievement of certain corporate performance milestones over time and their value is directly linked to stock price, therefore rewarding Dr. Sivaram for sustained growth and aligning his interests directly with those of our stockholders. In setting the New CEO Grant, the compensation committee also reviewed and considered market compensation and outstanding equity award levels for newly-hired and non-founder chief executive officers in the Company's peer group, also taking into consideration the value of Dr. Sivaram's outstanding new hire equity awards. In view of the New CEO Grant, Dr. Sivaram did not receive a refresh equity award in 2024 but he is expected to receive the refresh equity awards in 2025 and going forward in connection with our annual refresh equity award cycle. The table below lists the New CEO Grant that Dr. Sivaram received in 2024 upon transitioning into the role of New CEO:
Long-Term Incentive Equity Awards
| New CEO Grant | | #(1) | | RSUs (40%) | 7,048,352 | 976,226 | | PSUs (60%) | 10,572,535 | 1,464,340 | | Total | 17,620,887 | 2,440,566 |
Long-Term Incentive Equity Awards
(1) Calculated based on the trailing 20-day volume weighted average price of the Company’s Class A common stock at the time of the approval request for the awards and, accordingly, differs from the grant date fair values reported in the “2024 Summary Compensation Table” below under the “Stock Awards” column. Previously Granted Outstanding Equity Awards Bridge Equity Program In January 2023, the compensation committee approved a proposal for a bridge equity program under the 2020 Plan to motivate and retain senior employees, including named executive officers at that time, amid then challenging market conditions affecting our stock price and, therefore, the value of outstanding equity held by our senior employees. The 2023 Bridge Equity Program, evaluated by the committee alongside the EPA Program and annual refresh equity awards, focused on long-term performance-based compensation and introduced PSU awards that vest based on continued service and achievement of corporate performance milestones, with their value linked to the stock price, thus aligning executive officers' interests with those of stockholders. As of December 31, 2024, one 2023 PSU milestone has been achieved, resulting in 25% of such PSUs vesting for eligible recipients, including our NEOs, in August 2024. The remaining milestones, with a deadline for achievement by May 2026, remain challenging and require sustained performance and continued progress in the Company’s technical development and product delivery. 2021 Extraordinary Performance Award Program In 2021, our board and shareholders approved the EPA Program. The primary purpose of the EPA Program was to incentivize primarily our Founder CEO and also other NEOs and members of senior management by granting equity awards tied to achieving both exceptional stock performance and significant milestones over a nine-year period. The EPA Program also sought to encourage us to seek large-scale deployment of the Company’s technology and accordingly had business milestones that emphasized production and sales growth over the nine-year period.
Long-Term Incentive Equity Awards
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Long-Term Incentive Equity Awards
The EPA Program provided stock option grants to our Founder CEO and other then named executive officers and key selected service providers, that vest over five equal tranches, each covering 20% of the shares subject to the grants. Each of the five tranches vest only if the Company first achieves a new business milestone from one of 11 identified business milestones, and then achieves the next applicable stock price target ($60, $120, $180, $240 and $300), within 10 years of the initial grants. These stock price targets were determined based on analysis of information available at the time of plan design.
Long-Term Incentive Equity Awards
| Tranche | Business Milestone Requirement | Stock Price Target | | 1 | Achievement of one business milestone | $60 | | 2 | Achievement of two business milestones (inclusive of the business milestone applicable to Tranche 1) | $120 | | 3 | Achievement of three business milestones (inclusive of the business milestones applicable to Tranche 2) | $180 | | 4 | Achievement of four business milestones (inclusive of the business milestones applicable to Tranche 3) | $240 | | 5 | Achievement of five business milestones (inclusive of the business milestones applicable to Tranche 4) | $300 |
Long-Term Incentive Equity Awards
The 11 business milestones are as follows:
Long-Term Incentive Equity Awards
| Business Milestones* | | | ● | Delivery of an A-sample battery cell that meets specifications agreed upon with an automaker | | ● | The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from our pre-pilot or sample production line) | | ● | Delivery of at least 1-gigawatt hour (GWh) of battery cells to a single customer | | ● | Delivery of at least 3-gigawatt hour (GWh) of battery cells to each of three or more customers, with at least one of such customer being an auto maker | | ● | $5 billion in GAAP revenue over a period of trailing four quarters | | ● | $10 billion in GAAP revenue over a period of trailing four quarters | | ● | Total cumulative battery cell production of 500 GWh | | ● | Total cumulative battery cell production of 1,000 GWh | | ● | Adjusted EBITDA margin of at least 25% over four consecutive quarters | | ● | 10% of worldwide market share in automotive battery cells (excluding China) | | ● | 20% of worldwide market share in automotive battery cells (excluding China) |
Long-Term Incentive Equity Awards
* To permit flexibility in how the business develops, the production and market share targets include cells manufactured by the Company and its subsidiaries, joint ventures and licensees, and by cell makers who incorporate separators manufactured by or under license from the Company. As of December 31, 2024, one business milestone has been achieved; however, because no stock price target has been achieved, no shares have vested to date. As part of the EPA Program design process, our compensation committee and board of directors sought to balance a variety of important objectives, including to motivate and incentivize long-term commitment by our Founder CEO and other key service providers, including our NEOs, to deliver sustainable and significant stockholder value through the achievement of ambitious performance milestones. In the context of our current leadership and strategic direction following our CEO Transition, the EPA Program's purpose to motivate our leadership and key contributors to remain dedicated to the Company has been greatly diminished. Therefore, in February 2025, our NEOs (other than our New CEO) and certain other senior employees entered into agreements with the Company to irrevocably waive and forfeit the stock options granted to them under the EPA Program. For additional information see the discussion below under “EPA Waiver.” The table below lists the option awards under the EPA Program that our NEOs received in 2021 and that were outstanding as of December 31, 2024, all of which have since been irrevocably waived and forfeited in 2025, for no consideration, as described below:
Long-Term Incentive Equity Awards
| Name | Options Awarded under the EPA Program | | Kevin Hettrich | 419,956 | | Dr. Timothy Holme | 839,913 | | Michael McCarthy | 419,956 | | Dr. Mohit Singh | 839,913 |
Long-Term Incentive Equity Awards
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Long-Term Incentive Equity Awards
EPA Waiver On February 24, 2025, our NEOs (other than our New CEO who was not yet an employee of the Company when the EPA Program was designed and implemented and, therefore, did not and cannot receive any awards under the EPA Program) and certain other senior employees entered into agreements with the Company to irrevocably waive and forfeit the stock options granted to them under the EPA Program. These waivers were made without consideration from the Company and such participants have not received any promises for any consideration in exchange for their waivers. The decision to waive participation in and forfeit the stock options granted under the EPA Program reflects the shared assessment of Company management that the program no longer achieves its intended objectives. Specifically: • The departure of our Founder CEO, who was the primary beneficiary of the EPA Program, along with several other original recipients, has resulted in strategic misalignment. Under the terms of the program, no additional stock options can be granted to the New CEO or other employees. Therefore, the original purpose of the EPA Program to incentivize long-term commitment has significantly diminished. • Given that the vesting thresholds begin at $60 per share of our Class A common stock—an amount far exceeding the stock price of $5.19 as of December 31, 2024 (in comparison with $24.91 at the time the program was approved on October 21, 2021)—it is highly unlikely that these milestones will be achieved within a reasonable timeframe regardless of any business milestone achievements. As a result, the stock options are significantly “underwater” and unlikely to vest. • Continued administration of the EPA Program imposes considerable administrative burdens, requiring substantial internal resources for ongoing monitoring, record-keeping, compliance tracking, financial reporting and management oversight. Eliminating these tasks allows management to focus more effectively on strategic and operational initiatives critical to the Company's success. • Outstanding EPA grants create equity overhang, restricting the availability of Company stock for other strategic purposes. By freeing up equity previously reserved under the EPA Program, the Company can reallocate shares more effectively to support broader workforce talent retention, align employee interests with those of stockholders, and strengthen overall organizational motivation and performance. In alignment with the Company’s commitment to long-term value creation and stockholder interests, our leadership team determined that waiving these stock option awards was in the best interest of both the Company and its stockholders. This decision also reflects a broader strategic and team alignment, ensuring that our incentive programs are fully aligned with the Company’s new direction under the New CEO's leadership.
Long-Term Incentive Equity Awards
| | Since establishment of the EPA Program, certain senior employees who received EPA Program awards have departed from the Company and their grants were automatically terminated concurrent with their departures. Over the years, these departures have led to a natural decline in the number of outstanding shares held up under the EPA Program. After taking into account the waivers and senior employee departures over the years, including our Founder CEO, the number of outstanding options under the EPA Program has decreased from the full allocation of 16.8 million options in 2021 and 2022 to 1.9 million options as of March 31, 2025, with only 11% of all awards granted under the EPA remaining outstanding as of March 31, 2025. |
Long-Term Incentive Equity Awards
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Severance Arrangements
Severance Arrangements
Change in Control and Severance Agreements
Change in Control and Severance Agreements In late 2020, our compensation committee determined it was appropriate to design a program that provides for certain payments and benefits in the event of a qualifying termination of employment, including a termination of employment in connection with a change in control of the Company. Our compensation committee believes that such a program enables selected employees, including our NEOs, to maintain their focus and dedication to their responsibilities to help maximize stockholder value by minimizing distractions due to the possibility of an involuntary termination of employment or a termination of employment in connection with a potential change in control of the Company. We also believe that these arrangements further our interest in encouraging retention among our NEOs. In March 2021, our board approved a change in control and severance program. We have entered into a change in control and severance agreement, or a CIC Agreement, with each of our NEOs. The CIC Agreements require us to make specific payments and benefits in connection with the termination of an executive officer’s employment under certain circumstances. These CIC Agreements superseded any other agreement or arrangement relating to severance benefits with these executive officers or any terms of their option agreements related to vesting acceleration or other similar severance-related terms. The CIC Agreements will remain in effect for an initial term of three years. At the end of the initial term, each CIC Agreement will automatically renew for an additional one-year period unless either party provides notice of nonrenewal within 90 days prior to the date of the automatic renewal. The CIC Agreements also acknowledge that each of these NEOs is an at-will employee, whose employment can be terminated at any time. In order to receive the severance benefits under the CIC Agreements, each of these NEOs is obligated to execute a release of claims against us. Our Founder CEO was not entitled to and did not receive any severance payments in connection with his transition away from the role of chief executive officer in February 2024 or his later retirement from the board in December 2024. For a description of the potential payments under the CIC Agreements and change in control provisions under our EPA Program, see “Compensation Tables—Potential Payments upon Termination or Change in Control” below.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards Since becoming a public company in November 2020, we generally do not grant awards of stock options, stock appreciation rights, or similar option-like instruments, with the exception of the stock options granted under the EPA Program as discussed above under “2024 Compensation Overview—Long-Term Incentive Equity Awards—Previously Granted Outstanding Equity Awards—2021 Extraordinary Performance Award Program.” Accordingly, we currently have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by our Company. In the event that we determine to grant new awards of such options in the future, our board of directors will evaluate the appropriate steps to take in relation to the foregoing.
Policies and Practices Related to the Grant of Certain Equity Awards
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Tax Considerations
Tax Considerations We have not provided any of our NEOs with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for our chief executive officer and certain of our current and former highly compensated executive officers that are “covered employees” under Code Section 162(m) (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. We have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers. The compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions, and retains the flexibility to provide compensation for the executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).
Accounting Considerations
Accounting Considerations We take financial reporting implications into consideration in designing compensation plans and arrangements for the members of our executive team, other employees and the non-employee members of our board of directors. These accounting considerations include Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards and require us to estimate the fair value of each equity award (including stock options and RSUs) and record the compensation expense over the underlying vesting period each award.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information regarding the compensation reportable for our named executive officers for the years ended December 31, 2024, December 31, 2023 and December 31, 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Dr. Siva Sivaram | 2024 | 773,231 | 18,829,058 | — | 4,189 | 19,606,478 | | President, Chief Executive Officer | 2023 | 143,711 | 6,095,378 | — | — | 6,239,089 | | & Director(4) | 2022 | — | — | — | — | — | | Jagdeep Singh | 2024 | 193,846 | — | — | 432 | 194,278 | | Founder, Chief Executive Officer | 2023 | 772,240 | 8,193,074 | — | — | 8,965,314 | | & Director(5) | 2022 | 611,836 | — | 153,125 | — | 764,961 | | Kevin Hettrich | 2024 | 475,360 | 4,011,488 | — | 15,655 | 4,502,502 | | Chief Financial Officer | 2023 | 468,474 | 4,446,045 | — | — | 4,914,519 | | | 2022 | 431,228 | 2,120,420 | 54,591 | — | 2,606,240 | | Dr. Timothy Holme | 2024 | 483,885 | 3,793,932 | — | 1,190 | 4,279,007 | | Chief Technology Officer | 2023 | 436,440 | 4,463,184 | — | — | 4,899,624 | | | 2022 | 405,739 | 1,884,830 | 53,726 | — | 2,344,295 | | Michael McCarthy | 2024 | 483,885 | 3,482,828 | — | 11,091 | 3,977,804 | | Chief Legal Officer | 2023 | 429,308 | 4,446,045 | — | — | 4,875,352 | | | 2022 | 404,820 | 2,120,420 | 54,591 | — | 2,579,832 | | Dr. Mohit Singh | 2024 | 483,885 | 3,793,932 | — | 1,460 | 4,279,277 | | Chief Development Officer | 2023 | 435,291 | 4,463,184 | — | — | 4,898,474 | | | 2022 | 406,765 | 1,884,830 | 54,159 | — | 2,345,753 |
2024 Summary Compensation Table
(1) The amounts in this column represent the aggregate grant date fair value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718. See Note 2 to the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the grant-date fair value of our equity awards. In 2024 and 2023, these amounts include payments to each named executive officer in the form of equity pursuant to our annual incentive bonus plan. Our 2024 Bonus Plan is described above in the section entitled “Compensation Discussion and Analysis—2024 Compensation Overview—Annual Incentive Bonus—2024 Bonus Plant” and provided for the payout of the bonus value in the form of fully vested RSUs. The amount of the bonus payout in value and number of RSUs granted to our named executive officers as interim and final payouts under the 2024 Bonus Plan is disclosed in the referenced section. (2) These amounts include payments to these named executive officers in cash pursuant to our 2022 incentive bonus plan. (3) These amounts include group term life insurance, cell-phone reimbursement and/or financial planning fringe benefits. (4) Dr. Sivaram joined the Company as president on September 11, 2023, and was appointed as the Company’s president, chief executive officer and director effective February 15, 2024. Effective February 15, 2024, Mr. Singh ceased to be the Company’s chief executive officer and remained as chairman of the Company’s board of directors until December 31, 2024.
2024 Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal Year 2024
Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents information concerning each grant of a plan-based award made to a named executive officer in fiscal year 2024 under any plan.
Grants of Plan-Based Awards in Fiscal Year 2024
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3) | | | | | All Other Stock Awards: | Grant Date | | Name(1) | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Fair Value of Stock Awards(4)($) | | Dr. Siva Sivaram | | | | | | | | | | | New CEO Grant - PSU | 2/15/2024 | 2/15/2024 | — | — | — | 366,085 | 1,464,340 | — | — | | New CEO Grant - RSU | 2/15/2024 | 2/15/2024 | — | — | — | — | — | 976,226 | 7,048,352 | | Bonus Plan | 3/28/2024 | 8/5/2024 | 48,327 | 966,539 | 1,449,809 | — | — | — | — | | Kevin Hettrich | | | | | | | | | | | Annual Refresh - PSU | 4/5/2024 | 4/5/2024 | — | — | — | 77,776 | 311,105 | — | — | | Annual Refresh - RSU | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 311,105 | 1,860,408 | | Bonus Plan | 3/28/2024 | 8/5/2024 | 11,884 | 237,680 | 356,520 | — | — | — | — | | Dr. Timothy Holme | | | | | | | | | | | Annual Refresh - PSU | 4/5/2024 | 4/5/2024 | — | — | — | 72,983 | 291,932 | — | — | | Annual Refresh - RSU | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 291,932 | 1,745,753 | | Bonus Plan | 3/28/2024 | 8/5/2024 | 12,097 | 241,943 | 362,914 | — | — | — | — | | Michael McCarthy | | | | | | | | | | | Annual Refresh - PSU | 4/5/2024 | 4/5/2024 | — | — | — | 66,480 | 265,920 | — | — | | Annual Refresh - RSU | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 265,920 | 1,590,202 | | Bonus Plan | 3/28/2024 | 8/5/2024 | 12,097 | 241,943 | 362,914 | — | — | — | — | | Dr. Mohit Singh | | | | | | | | | | | Annual Refresh - PSU | 4/5/2024 | 4/5/2024 | — | — | — | 72,983 | 291,932 | — | — | | Annual Refresh - RSU | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 291,932 | 1,745,753 | | Bonus Plan | 3/28/2024 | 8/5/2024 | 12,097 | 241,943 | 362,914 | — | — | — | — |
Grants of Plan-Based Awards in Fiscal Year 2024
(1) Jagdeep Singh transitioned out of the role of chief executive officer of the Company effective as of February 14, 2024 and therefore is omitted from this table as he did not receive a 2024 refresh grant and was ineligible to participate in the 2024 Bonus Plan. (2) Dollar amounts shown represent each named executive officer’s threshold, target and maximum bonus opportunity under our 2024 Bonus Plan. Our 2024 Bonus Plan is described above in the section entitled “Compensation Discussion and Analysis—2024 Compensation Overview—Annual Incentive Bonus—2024 Bonus Plan” and provided for the payout of the bonus value in the form of fully vested RSUs. The amount of the bonus payout in value and aggregate number of RSUs granted to our named executive officers as interim and final payouts under the 2024 Bonus Plan is disclosed in the referenced section. (3) Share number amounts shown represent each named executive officer’s threshold and target/maximum PSUs under the Refresh Equity Awards and New CEO Grant, as applicable, and both PSUs will vest upon the achievement of the 2024 PSU Milestones. As of December 31, 2024, one 2024 PSU Milestone has been achieved, resulting in 25% of the PSUs vesting for eligible recipients in February 2025. Our Refresh Equity Awards and New CEO Grant are described above in the section entitled “Compensation Discussion and Analysis—2024 Compensation Overview—Long-Term Incentive Equity Awards.” The amounts in this column represent the aggregate grant date fair value of the award computed in accordance with the FASB ASC Topic 718. See Note 2 to the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the grant date fair value of our equity awards.
Grants of Plan-Based Awards in Fiscal Year 2024
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Outstanding Equity Awards at 2024 Year End
Outstanding Equity Awards at 2024 Year End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Year End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price (#) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested ($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(3)(4) | | Dr. Siva Sivaram(5) | 10/9/2023 | — | — | — | — | 229,166 | 1,189,372 | 250,000 | 1,297,500 | | Dr. Siva Sivaram(6) | 10/9/2023 | — | — | — | — | 111,111 | 576,666 | — | — | | Dr. Siva Sivaram(7) | 2/15/2024 | — | — | — | — | 976,226 | 5,066,613 | 1,464,340 | 7,599,925 | | Jagdeep Singh(8) | 8/19/2016 | 961,350 | — | 1.31 | 8/19/2026 | — | — | — | — | | Jagdeep Singh(9) | 3/15/2017 | 6,498,753 | — | 1.33 | 3/15/2027 | — | — | — | — | | Kevin Hettrich(10) | 5/3/2016 | 58 | — | 1.31 | 5/3/2026 | — | — | — | — | | Kevin Hettrich(9) | 3/15/2017 | 50,907 | — | 1.33 | 3/15/2027 | — | — | — | — | | Kevin Hettrich(11) | 6/5/2019 | 266,088 | — | 2.38 | 6/5/2029 | — | — | — | — | | Kevin Hettrich(12) | 12/16/2021 | — | 419,956 | 23.04 | 12/16/2031 | — | — | — | — | | Kevin Hettrich(13) | 3/3/2022 | — | — | — | — | 52,244 | 271,146 | — | — | | Kevin Hettrich(14) | 1/24/2023 | — | — | — | — | 94,985 | 492,972 | 113,982 | 591,567 | | Kevin Hettrich(15) | 4/6/2023 | — | — | — | — | 83,925 | 435,571 | 25,177 | 130,669 | | Kevin Hettrich(16) | 4/5/2024 | — | — | — | — | 272,217 | 1,412,806 | 311,105 | 1,614,635 | | Dr. Timothy Holme(9) | 3/15/2017 | 479,638 | — | 1.33 | 3/15/2027 | — | — | — | — | | Dr. Timothy Holme(12) | 12/16/2021 | — | 839,913 | 23.04 | 12/16/2031 | — | — | — | — | | Dr. Timothy Holme(13) | 3/3/2022 | — | — | — | — | 46,440 | 241,024 | — | — | | Dr. Timothy Holme(14) | 1/24/2023 | — | — | — | — | 94,985 | 492,972 | 113,982 | 591,567 | | Dr. Timothy Holme(15) | 4/6/2023 | — | — | — | — | 85,100 | 441,669 | 25,530 | 132,501 | | Dr. Timothy Holme(16) | 4/5/2024 | — | — | — | — | 255,440 | 1,325,734 | 291,932 | 1,515,127 | | Michael McCarthy(11) | 6/5/2019 | 400,000 | — | 2.38 | 6/5/2029 | — | — | — | — | | Michael McCarthy(12) | 12/16/2021 | — | 419,956 | 23.04 | 12/16/2031 | — | — | — | — | | Michael McCarthy(13) | 3/3/2022 | — | — | — | — | 52,244 | 271,146 | — | — | | Michael McCarthy(14) | 1/24/2023 | — | — | — | — | 94,985 | 492,972 | 113,982 | 591,567 | | Michael McCarthy(15) | 4/6/2023 | — | — | — | — | 83,925 | 435,571 | 25,177 | 130,669 | | Michael McCarthy(16) | 4/5/2024 | — | — | — | — | 232,680 | 1,207,609 | 265,920 | 1,380,125 | | Dr. Mohit Singh(9) | 3/15/2017 | 539,713 | — | 1.33 | 3/15/2027 | — | — | — | — | | Dr. Mohit Singh(11) | 6/5/2019 | 603,262 | — | 2.38 | 6/5/2029 | — | — | — | — | | Dr. Mohit Singh(12) | 12/16/2021 | — | 839,913 | 23.04 | 12/16/2031 | — | — | — | — | | Dr. Mohit Singh(13) | 3/3/2022 | — | — | — | — | 46,440 | 241,024 | — | — | | Dr. Mohit Singh(14) | 1/24/2023 | — | — | — | — | 94,985 | 492,972 | 113,982 | 591,567 | | Dr. Mohit Singh(15) | 4/6/2023 | — | — | — | — | 85,100 | 441,669 | 25,530 | 132,501 | | Dr. Mohit Singh(16) | 4/5/2024 | — | — | — | — | 255,440 | 1,325,734 | 291,932 | 1,515,127 |
Outstanding Equity Awards at 2024 Year End
(1) All stock options that were granted prior to 2021 were granted pursuant to the 2010 Equity Incentive Plan. (2) All stock options granted in 2021 were EPA Program awards and granted pursuant to the 2020 Plan. Such awards were irrevocably waived and forfeited by our named executive officers for no consideration as of February 2025 as described above under “Compensation Discussion and Analysis—2024 Compensation Overview—Long-Term Incentive Equity Awards—Previously Granted Outstanding Equity Awards—2021 Extraordinary Performance Award Program—EPA Waiver.” (3) The market value of unvested shares is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing market price of our Class A common stock on the NYSE on December 31, 2024, which was $5.19 per share. (4) Other than the awards granted under the EPA Program, the unvested shares of each outstanding equity award is eligible for accelerated vesting in the event the applicable named executive officer’s employment is terminated in a qualifying termination in connection with a change in control. The acceleration rights are described below under “Other Compensation—Potential Payments upon Termination or Change in Control.” (5) 1/4th of the time-based RSUs vest on August 15, 2024 and 1/16th of the time-based RSUs vest quarterly thereafter, subject to the recipient’s continuing to be a service provider through the applicable vesting date. 1/4th of the PSUs vest at the achievement of each of four corporate milestones, so long as each such milestone is achieved before May 15, 2026 and subject to the holder’s continued service through each vesting date. As of December 31, 2024, one milestone has been achieved, resulting in 25% of such PSUs vesting in August 2024. (6) 1/8th of the RSUs quarterly over a two-year period starting on November 15, 2023, subject to the holder’s continued service through each vesting date. 1/4th of the time-based RSUs vest on February 15, 2025 and 1/16th of the time-based RSUs vest quarterly thereafter, subject to the recipient’s continuing to be a service provider through the applicable vesting date. 1/4th of the PSUs vest at the achievement of each of four corporate milestones, so long as each such milestone is achieved before May 15, 2027 and subject to the holder’s continued service through each vesting date. As of December 31, 2024, one milestone has been achieved, resulting in 25% of such PSUs vesting in February 2025.
Outstanding Equity Awards at 2024 Year End
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Outstanding Equity Awards at 2024 Year End
These option shares vested by December 10, 2018 and remained exercisable until March 31, 2025, three months after Mr. J. Singh ceased to be a service provider to the Company. These option shares vested as to 1/48th of the total shares subject to the option on May 1, 2017, and the remainder vested on each monthly anniversary thereafter. With respect to Mr. J. Singh, these options remained exercisable until March 31, 2025, three months after he ceased to be a service provider to the Company. (10) These option shares vested on April 27, 2019. (11) These option shares vested as to 1/48th of the total shares subject to the option on July 5, 2019, and the remainder vested on each monthly anniversary thereafter. (12) These options shares vests based on attainment of certain performance conditions described above under “Compensation Discussion and Analysis—2024 Compensation Overview—Long-Term Incentive Equity Awards—Previously Granted Outstanding Equity Awards—2021 Extraordinary Performance Award Program.” Such EPA Program awards were irrevocably waived and forfeited by our named executive officers for no consideration as of February 2025 as described in the same section noted above under “—EPA Waiver.” (13) 1/16th of the RSUs vest quarterly over a four-year period starting on August 15, 2022, subject to the holder’s continued service as of each vesting date. (14) 1/12th of the RSUs vest quarterly over a three year-period starting on May 15, 2023, subject to the holder’s continued service through each vesting date, and 1/4th of the PSUs vest at the achievement of each of four corporate milestones, so long as each such milestone is achieved before May 15, 2026 and subject to the holder’s continued service through each vesting date. As of December 31, 2024, one milestone has been achieved, resulting in 25% of such PSUs vesting in August 2024. (15) 1/16th of the RSUs vest quarterly over a four year-period starting on August 15, 2023, subject to the holder’s continued service through each vesting date, and 1/4th of the PSUs vest at the achievement of each of four corporate milestones, so long as each such milestone is achieved before May 15, 2026 and subject to the holder’s continued service through each vesting date. As of December 31, 2024, one milestone has been achieved, resulting in 25% of such PSUs vesting in August 2024. (16) 1/16th of the RSUs vest quarterly over a four year-period starting on August 15, 2024, subject to the holder’s continued service through each vesting date, and 1/4th of the PSUs vest at the achievement of each of four corporate milestones, so long as each such milestone is achieved before May 15, 2027 and subject to the holder’s continued service through each vesting date. As of December 31, 2024, one milestone has been achieved, resulting in 25% of such PSUs vesting in February 2025.
Option Exercises and Stock Vested During Fiscal Year 2024
Option Exercises and Stock Vested During Fiscal Year 2024 The following table presents information concerning the aggregate number of shares of our Class A common stock for which stock options were exercised and which were acquired upon the vesting of RSU and PSU awards during fiscal year 2024 by each of our named executive officers.
Option Exercises and Stock Vested During Fiscal Year 2024
| | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dr. Siva Sivaram | — | — | 375,330 | 2,203,857 | | Jagdeep Singh(2) | 1,538,170 | 6,395,276 | 1,159,474 | 7,246,727 | | Kevin Hettrich | 312,421 | 1,258,413 | 266,973 | 1,574,932 | | Dr. Timothy Holme | — | — | 261,294 | 1,542,711 | | Michael McCarthy | 947,037 | 4,210,486 | 261,325 | 1,545,082 | | Dr. Mohit Singh | 707,224 | 3,925,700 | 261,294 | 1,542,711 |
Option Exercises and Stock Vested During Fiscal Year 2024
(1) Includes shares acquired upon vesting of the RSUs granted to our named executive officers, as applicable, in the form of an interim bonus payout on August 5, 2024 in connection with the 2024 Bonus Plan. Our 2024 Bonus Plan is described above in the section entitled “Compensation Discussion and Analysis—2024 Compensation Overview—Annual Incentive Bonus—2024 Bonus Plan” and provided for the payout of the bonus value in the form of fully vested RSUs. The amount of the bonus payout in value and aggregate number of RSUs granted to our named executive officers as interim and final payouts under the 2024 Bonus Plan is disclosed in the referenced section. Mr. J. Singh's stock awards include shares acquired upon vesting of his outstanding equity awards which continued to vest in accordance with their terms until December 31, 2024 when he ceased to be a service provider to the Company.
Option Exercises and Stock Vested During Fiscal Year 2024
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We entered into change in control and severance agreements (each, a “CIC Agreement”) with each of our named executive officers, which require us to make specific payments and benefits in connection with the termination of such named executive officers’ employment under certain circumstances. The CIC Agreements will remain in effect for an initial term of three years. At the end of the initial term, each CIC Agreement will automatically renew for an additional one-year period unless either party provides notice of nonrenewal within 90 days prior to the date of the automatic renewal. The CIC Agreements also acknowledge that each of these named executive officers is an at-will employee, whose employment can be terminated at any time. In order to receive the severance payments and benefits described below, each of these named executive officers is obligated to execute a release of claims against us. In the event of a termination of employment without “cause” (as defined in the CIC Agreement) outside of the “change in control period” (as generally defined below), such named executive officer will receive the following: ● Continued base salary for 6 months, or 12 months for our New CEO; ● 50% of their target annual bonus for our New CEO, and up to 50% of each other named executive officer’s potential bonus, in the discretion of our compensation committee; ● paid COBRA benefits for up to 6 months, or 12 months for our New CEO; and ● no acceleration of equity awards. In the event of a termination of employment without “cause” or a resignation for “good reason” (as defined in the CIC Agreement) during the “change in control period,” such named executive officer will receive the following: ● a lump-sum payment of 12 months of base salary; ● a lump-sum payment equal to 100% of the target annual bonus; ● paid COBRA benefits for up to 12 months; and ● 100% acceleration of equity awards. In the event any payment to one of our named executive officers is subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a “parachute payment” under Section 280G of the Code), such named executive officer will be entitled to receive such payment as would entitle him or her to receive the greatest after-tax benefit of either the full payment or a lesser payment which would result in no portion of such severance benefits being subject to excise tax. For the purpose of the CIC Agreements, “change in control period” means generally the period beginning three months prior to, and ending 12 months following, a change in control of us. The following table summarizes the potential amounts payable to each of our named executive officers under the CIC Agreements, assuming that a termination, as described, occurred on December 31, 2024. Our Founder CEO was not entitled to and did not receive any severance payments in connection with his transition away from the role of chief executive officer or his later retirement from the board and therefore is omitted from the following table.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| | Termination Without Cause or Resignation for Good Reason | | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ("Double Trigger") | | | | | Name | Salary Severance ($) | Bonus Severance ($)(1) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($) | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($)(2) | | Dr. Siva Sivaram | 820,000 | 604,086 | 38,491 | — | 820,000 | 1,208,171 | 38,491 | 15,730,075 | | Kevin Hettrich | 244,500 | 145,336 | 396 | — | 489,000 | 290,672 | 793 | 4,949,366 | | Dr. Timothy Holme | 244,500 | 151,212 | 19,165 | — | 489,000 | 302,425 | 38,330 | 4,740,593 | | Michael McCarthy | 244,500 | 151,212 | 19,246 | — | 489,000 | 302,425 | 38,491 | 4,509,658 | | Dr. Mohit Singh | 244,500 | 151,212 | 12,421 | — | 489,000 | 302,425 | 24,841 | 4,740,593 |
Potential Payments upon Termination or Change in Control
For the named executives officers other than the New CEO, the payment of any bonus severance amount in the event of a termination of employment without “cause” outside of the “change in control period” is in the sole discretion of the compensation committee of the board of directors. (2) The value of accelerated vesting is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing market price of our Class A common stock on the NYSE on December 31, 2024, which was $5.19 per share. The number of unvested shares held by each applicable named executive officer is listed above under “Outstanding Equity Awards at 2024 Year End.”
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the total compensation of our chief executive officer and the total annual compensation of our median employee (other than the chief executive officer). In connection with out CEO Transition in 2024, we are providing the combined total annual compensation of (1) Jagdeep Singh, our chief executive officer until February 14, 2024, and (2) Siva Sivaram, our chief executive officer as of February 15, 2024, and the total annual compensation of our median employee (other than Mr. Singh and Dr. Sivaram). For our last completed fiscal year, which ended December 31, 2024: • The median of the total annual compensation of all employees of our Company, including temporary employees and interns and excluding Mr. Singh and Dr. Sivaram, was $216,222. • Mr. Singh’s annual total compensation as chief executive officer (until February 14, 2024) was $194,278 and Dr. Sivaram’s annual total compensation as chief executive officer (effective February 15, 2024) was $19,606,478, resulting in an annual total combined compensation for our chief executive officers of $19,800,757. • Based on the above, for fiscal year 2024, Mr. Singh and Dr. Sivaram's combined total annual compensation as chief executive officers to the median of the total annual compensation of all employees was 92 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows: • To identify the “median employee” from our employee population we used payroll records as of December 31, 2024 (including temporary employees and interns and excluding Mr. Singh and Dr. Sivaram, as applicable). The compensation measure included the following: annualized base salary and target bonus that employees were eligible to earn during the year. • With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $216,222. With respect to the annual total compensation for each of Mr. Singh and Dr. Sivaram, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy statement, provided that, for Dr. Sivaram, we used only the amount he received after assuming the chief executive officer role in February 15, 2024.
Chief Executive Officer Pay Ratio
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Pay Versus Performance
Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the “compensation actually paid” to our named executive officers and certain measures of company performance. The overall objective of our executive compensation program is to tie executive compensation to the performance of our Company, and to motivate our executives, including our named executive officers, to make a long-term commitment to our success. While our executive compensation program rewards individual and Company performance via a mix of short-term and long-term components, cash and equity elements and fixed and contingent payments in proportions that we believe provide appropriate incentives to retain and motivate our named executive officers, as a development stage Company with no revenue to date, we have not used any financial performance measure to link the “compensation actually paid” to our named executive officers to Company performance. Our EPA Program includes stock price, GAAP revenue and adjusted EBITDA as performance metrics but those are not metrics that guide current compensation decisions. The performance milestones under the PSUs awarded to our named executive officers in 2023 and 2024 as part of their new hire, annual refresh equity awards and 2023 Bridge Equity Program, as applicable, are operational milestones related to technical development demonstrations and battery cell deliveries. Hence, we have not included an additional column for a Company-Selected Measures (as defined under §229.201(v)(2)(vi) of Regulation S-K) in this table. See “Compensation Discussion and Analysis” for information about our compensation philosophy and EPA Program. “Compensation actually paid” does not mean that our named executive officers were actually paid those amounts in the listed year, but reflects a dollar amount derived from the starting point of the “Total” column of our 2024 Summary Compensation Table under the methodology prescribed under the relevant rules. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.” The following table provides information regarding “compensation actually paid” to our principal executive officer, or PEO, and other named executive officers, or NEOs, for each year from 2020 to 2024, compared to our total shareholder return (TSR) from November 27, 2020 through the end of each such year.
Pay Versus Performance
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation TableTotal for First PEO ($)(1)(2) | “Compensation Actually Paid” to First PEO ($)(1)(3) | Summary Compensation Table Total for Second PEO ($)(1)(2) | “Compensation Actually Paid” to Second PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average “Compensation Actually Paid” to Non-PEO NEOs ($)(5) | Total Shareholder Return ($) (6) | Peer Group Total Shareholder Return ($)(7) | Net Income/(Net Loss) (in thousands) ($)(8) | | 2024 | 194,278 | (19,001,631) | 19,606,478 | 13,232,755 | 4,259,648 | 2,566,609 | 14.03 | 21.02 | (477,857) | | 2023 | 8,965,314 | 12,852,108 | — | — | 5,237,927 | 5,602,177 | 18.78 | 31.22 | (445,145) | | 2022 | 764,961 | (89,844,716) | — | — | 2,469,030 | (8,372,144) | 15.32 | 40.26 | (411,907) | | 2021 | 69,102,285 | (176,295,847) | — | — | 6,997,126 | (25,845,557) | 59.97 | 75.02 | (45,966) | | 2020 | 17,052,115 | 397,139,504 | — | — | 3,330,187 | 89,997,105 | 228.24 | 108.60 | (1,681,777) |
Pay Versus Performance
(1) Our First PEO is Jagdeep Singh who served as our chief executive officer until February 14, 2024; our Second PEO is Siva Sivaram who was appointed as our chief executive officer effective February 15, 2024. (2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. “Compensation actually paid” does not mean that our PEO was actually paid those amounts in the listed year, but reflects a dollar amount derived from the starting point of the “Total” column of our 2024 Summary Compensation Table under the methodology prescribed under the relevant rules as shown in the adjusted table below. Compensation actually paid for 2020, 2021, 2022 and 2023 as reflected in last year’s proxy statement has been adjusted in accordance with the SEC staff’s compliance & disclosure interpretations released in November 2023.
Pay Versus Performance
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Pay Versus Performance
| | | | | | 2024 | | | | 2020 | 2021 | 2022 | 2023 | First PEO | Second PEO | | Summary Compensation Table Total | $17,052,115 | $69,102,285 | $764,961 | $8,965,314 | $194,278 | $19,606,478 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | 16,719,999 | 68,368,938 | — | 8,193,074 | — | 18,829,058 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 339,636,788 | 65,345,251 | — | 6,587,311 | — | 13,738,503 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 40,536,540 | (172,145,787) | (81,158,574) | 2,325,878 | — | (1,038,888) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | 1,055,264 | — | 136,206 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 16,634,061 | (70,228,657) | (9,451,103) | 2,111,416 | (758,919) | (380,487) | | Adjust for Fair Value as of the Prior Fiscal Year End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | (18,436,991) | — | | “Compensation Actually Paid”* | $397,139,504 | $(176,295,847) | $(89,844,716) | $12,852,108 | $(19,001,631) | $13,232,755 |
Pay Versus Performance
*The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. Other adjustments required by Item 402(v) include adjustments for forfeitures, paid dividends, modifications and valuation of pension plans and are excluded from the above table because we did not have any of those elements in our compensation plans for the years covered in this disclosure. This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.
Pay Versus Performance
| 2020 | 2021 | 2022 | 2023 | 2024 | | Kevin Hettrich | Kevin Hettrich | Kevin Hettrich | Kevin Hettrich | Kevin Hettrich | | Michael McCarthy | Dr. Timothy Holme | Dr. Timothy Holme | Dr. Timothy Holme | Dr. Timothy Holme | | | Dr. Mohit Singh | Dr. Mohit Singh | Dr. Mohit Singh | Dr. Mohit Singh | | | Celina Mikolajczak | Michael McCarthy | Siva Sivaram | Michael McCarthy |
Pay Versus Performance
(5) This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. “Compensation actually paid” does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of the “Total” column of our 2024 Summary Compensation Table under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year. Compensation actually paid for 2020, 2021 and 2022 as reflected in the April 2024 proxy statement has been adjusted in accordance with the SEC staff’s compliance & disclosure interpretations released in November 2023.
Pay Versus Performance
| | 2020 | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $3,330,187 | $6,997,126 | $2,469,030 | $5,237,927 | $4,259,648 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | 2,925,999 | 6,514,660 | 2,002,625 | 4,866,948 | 3,770,545 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 59,436,417 | 6,190,632 | 652,793 | 4,268,487 | 3,087,804 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 27,252,515 | (20,474,867) | (7,008,319) | 162,440 | (1,043,586) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 175,082 | 438,110 | 227,635 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 2,903,985 | (12,043,788) | (2,658,105) | 362,161 | (194,347) | | “Compensation Actually Paid”* | $89,997,105 | $(25,845,557) | $(8,372,144) | $5,602,177 | $2,566,609 |
Pay Versus Performance
*Note that the fair value assumptions shown with respect to footnote 3 apply to the figures in this table as well. (6) Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on November 27, 2020, the first day of trading for the Company’s stock, and reinvesting all dividends until the last day of each reported fiscal year. (7) The peer group used is represented by the PBW-Invesco WilderHill Clean Energy ETF, which is a published industry index we also use in the stock performance graph for the purpose of Item 201(e) of Regulation S-K in our Annual Report for the year ended December 31, 2024. The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements.
Pay Versus Performance
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Relationships Between ”Compensation Actually Paid” and Performance
Relationships Between ”Compensation Actually Paid” and Performance The graphs below describe, in a manner compliant with the relevant rules, the relationship between “compensation actually paid” and net loss and total shareholder return. As discussed above, we have not used any financial performance measure to link the “compensation actually paid” to our NEOs to Company performance.
“Compensation Actually Paid” Versus TSR
“Compensation Actually Paid” Versus TSR
“Compensation Actually Paid” Versus Net Loss
“Compensation Actually Paid” Versus Net Loss
“Compensation Actually Paid” Versus Net Loss
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Indemnification of Directors and Officers; Exculpation
Indemnification of Directors and Officers; Exculpation Our Certificate of Incorporation limits our directors’ liability for money damages to the fullest extent permitted under the DGCL. The DGCL permits a certificate of incorporation provision to provide that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability: • for any transaction from which the director derives an improper personal benefit; • for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • for certain unlawful payments of dividends or redemptions or repurchases of shares; or • for any breach of a director’s duty of loyalty. The DGCL and our Bylaws provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement of reasonable expenses (including attorneys’ fees) in advance of the final disposition of the proceeding, subject to an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under our Bylaws or the DGCL. Pursuant to an amendment to our Amended and Restated Certificate of Incorporation, which was approved by stockholders at our 2024 annual meeting and filed with the Secretary of State of the State of Delaware in June 2024, certain of our officers benefit from exculpation from liability for specific circumstances to the fullest extent permitted under the DGCL. If the DGCL is later amended to authorize further elimination or limitation of the liability of an officer, then the liability of our officers will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting?
Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting? Members of our board of directors have an interest in Proposal 1, the election to the board of directors of the 10 director nominees named in this proxy statement, as each of the nominees is currently a member of the board of directors. Members of the board of directors and our executive officers do not have any interest in Proposal 2, the ratification of the appointment of our independent registered public accounting firm. Certain of our directors and executive officers are named executive officers, and thus may have an interest in Proposal 3, the approval, on a non-binding advisory basis, of the compensation of our named executive officers.