DEF 14A of Archer Aviation Inc.

Filed Apr 30, 2026 · FY20250001104659-26-052227

Open on EDGAR

GOVERNANCE HIGHLIGHTS
GOVERNANCE HIGHLIGHTS We are committed to good corporate governance, which strengthens the accountability of our board of directors (the “Board”) and promotes the long-term interests of our stockholders. — Single class of shares with equal voting rights. — Majority of the Board are independent (6 out of 7 current directors). — Lead Independent Director appointed by independent directors, with defined responsibilities. — All Board committees are composed entirely of independent directors. — Independent directors hold regular executive sessions. — Related party transaction standards apply to any director involvement in Company activities. — Each director attended at least 75% of board and committee meetings in 2025. — No directors are considered “overboarded.” — Comprehensive risk oversight, including internal controls, cybersecurity, legal and regulatory matters, compensation, and other critical evolving areas. — Our Insider Trading Policy prohibits directors, officers, and employees from hedging, shorting, and generally pledging Company stock. Robust Compensation Recovery Policy applies to executive officers. Our Board and Nominees
GOVERNANCE HIGHLIGHTS
| | | | | | ADAM GOLDSTEIN Co-Founder, CEO & Director AGE: 46 SINCE: September 2021 | DEBORAH DIAZ Director, Chairperson, Nominating and Corporate Governance Committee and Member of the Audit Committee AGE: 68 SINCE: September 2021 | FRED M. DIAZ Lead Independent Director, Chairperson, Compensation Committee, Member of the Audit Committee, Member of the Nominating and Corporate Governance Committee AGE: 60 SINCE: September 2021 | OSCAR MUNOZ Director, Member of the Compensation Committee AGE: 67 SINCE: September 2021 |
GOVERNANCE HIGHLIGHTS
| | | | | BARBARA PILARSKI Director, Member of the Nominating and Corporate Governance Committee (Nominee for re-election) AGE: 62 SINCE: January 2022 | MARIA PINELLI Director, Chairperson, Audit Committee and Member of the Compensation Committee (Nominee for re-election) AGE: 63 SINCE: September 2021 | MICHAEL SPELLACY Director AGE: 54 SINCE: September 2021 |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The Board has adopted a non-employee director compensation policy designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract and retain directors to contribute to our long-term success. The aggregate amount of compensation, including both cash compensation and equity compensation, paid to any of our non-employee directors for their service in a calendar year period may not exceed $1,500,000 in the first calendar year such an individual becomes a non-employee director and $750,000 in any other calendar year. The table below provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a non-employee director in 2025. The compensation received by Mr. Goldstein as an employee in 2025 is shown in the “Executive Compensation—Summary Compensation Table” below. As an Archer employee, Mr. Goldstein, our CEO, does not receive compensation for his service on the Board.
NON-EMPLOYEE DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Deborah Diaz | 158,000 | 199,998 | 357,998 | | Fred M. Diaz | 190,000 | 199,998 | 389,998 | | Oscar Munoz | 146,000 | 199,998 | 345,998 | | Barbara Pilarski(3) | — | — | — | | Maria Pinelli | 161,000 | 199,998 | 360,998 | | Michael Spellacy | 144,000 | 199,998 | 343,998 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1) Amounts reflect cash retainer amounts received by our non-employee directors for service on our board of directors, including committee and/or chairpersonship fees, and, in the case of Mr. Diaz, fees associated with serving as Lead Independent Director. (2) Amounts reflect the aggregate grant date fair value of the RSUs measured pursuant to Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“ASC 718”), without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 9 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. These amounts do not reflect the actual economic value that may be realized by the non-employee director. (3) Ms. Pilarski has agreed with Stellantis N.V. (“Stellantis”) to waive her director compensation with respect to her service as a non-employee director while serving as a Board member designated by Stellantis or any of its affiliates. The table below sets forth information regarding the aggregate number of shares of our Class A common stock underlying outstanding RSU awards granted to our non-employee directors in 2025 and the aggregate number of unvested shares of our common stock underlying RSU awards held by each non-employee director as of December 31, 2025.
NON-EMPLOYEE DIRECTOR COMPENSATION
| NAME | NUMBER OF SHARES UNDERLYING RSUS GRANTED IN 2025(1) | NUMBER OF SHARES UNDERLYING UNVESTED RSUS HELD AT FISCAL YEAR END | | Deborah Diaz | 19,102 | 19,102 | | Fred M. Diaz | 19,102 | 19,102 | | Oscar Munoz | 19,102 | 19,102 | | Barbara Pilarski | — | — | | Maria Pinelli | 19,102 | 19,102 | | Michael Spellacy(2) | 19,102 | 19,102 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1) The shares of Class A common stock underlying these awards vest or have vested as to 19,102 shares of Class A common stock, in full on the earlier of June 27, 2026 and the date of the Annual Meeting. (2) Effective at the Annual Meeting, Mr. Spellacy’s term of office as a Class II director expires. Cash Compensation. Our non-employee directors receive an annual cash retainer of $140,000. Our Lead Independent Director receives an additional $30,000 annual cash retainer. In addition, the members of the audit committee, compensation committee, and nominating and corporate governance committee receive an annual cash retainer of $10,000, $6,000, and $4,000, respectively, with the chair of each such committee receiving an annual cash retainer of $15,000, $10,000, and $8,000 (in lieu of any member fees), respectively. In addition, we reimburse our non-employee directors for their reasonable and necessary out-of-pocket expenses incurred in connection with attending board and committee meetings or performing other services in their capacities as directors. Equity Awards. A substantial portion of each non-employee director’s annual retainer is in the form of equity awards. Each non-employee director is entitled to receive equity awards under our 2021 Equity Incentive Plan (the “2021 Plan”) in the form of time-based RSUs. Initial Equity Grant. Each non-employee director is granted an equity award, in the form of RSUs, on the date of their appointment to our Board having an aggregate value of $200,000 based on the closing price of our Class A common stock on the date of grant (the “Initial Equity Grant”). New non-employee directors appointed to our Board on a date other than our annual meeting of stockholders will be provided a prorated Initial Equity Grant based on the full number of months until the next annual meeting of stockholders. The Initial Equity Grant will vest on the earlier of (i) the date of the next annual meeting of the company’s stockholders and (ii) the date that is one year following the Initial Equity Grant date, in each case, so long as the non-employee director continues to provide services to the company through such date. Each Initial Equity Grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2021 Plan), subject to the non-employee director providing continuous service to the company through the applicable Corporate Transaction, or upon the applicable non-employee director’s death or Disability (as defined in the 2021 Plan). — Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board, and who will continue to serve on our Board immediately following the date of such annual meeting, will automatically be granted equity, in the form of RSUs, having an aggregate value of $200,000 based on the closing price of our Class A common stock on the date of grant (the “Annual Equity Grant”). Each Annual Equity Grant will vest on the earlier of (i) the date of the next annual meeting of the company’s stockholders and (ii) the date that is one year following the Annual Equity Grant date, in each case, so long as the non-employee director continues to provide services to the company through such date. Each Annual Equity Grant will accelerate in full upon the consummation of a Corporate Transaction, subject to the non-employee director providing continuous service to the company through the applicable Corporate Transaction, or upon the applicable non-employee director’s death or Disability. We have established a Director Equity Deferral Plan pursuant to which non-employee directors may elect to take some or all of their Annual Equity Grant in the form of deferred rights to receive Class A common stock upon termination as a director.
INFORMATION ABOUT OUR BOARD AND NOMINEES
INFORMATION ABOUT OUR BOARD AND NOMINEES
Director Nominees
Director Nominees The nominees and their ages, occupations, and length of service on our Board as of the Record Date, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Director Nominees
| NAME | AGE | POSITION | DIRECTOR SINCE | | Barbara Pilarski(1) | 62 | Director | 2022 | | Maria Pinelli(2)(3) | 63 | Director | 2021 |
Director Nominees
(1) Member of the nominating and corporate governance committee (2) Chair of the audit committee (3) Member of the compensation committee
Director Nominees
| BARBARA PILARSKI DIRECTOR AGE: 62 DIRECTOR SINCE: January 2022 COMMITTEES: Nominating and Corporate Governance | Ms. Pilarski has served as a member of our Board since January 2022. Ms. Pilarski has served as the Global Head of Business Development at Stellantis since March 2021 and has announced her intention to retire in 2026. Prior to joining Stellantis, Ms. Pilarski was employed at FCA US LLC (“FCA”) since 2009, having served as Head of Business Development for the North America region from March 2019 to February 2021, Head of Human Resources for the North America region from September 2017 to March 2019, and Head of Business Development for the North America region from June 2009 to September 2017. Prior to her employment at FCA, Ms. Pilarski served in various business development and finance positions within Chrysler LLC, DaimlerChrysler Corporation, and Chrysler Corporation since September 1985. Ms. Pilarski is the Executive Sponsor of the Stellantis Women’s Business Resource Group, which is dedicated to pursuing the professional development and advancement of female employees. Ms. Pilarski currently serves on the Board of Corewell Health. SKILLS & EXPERIENCE Ms. Pilarski has a B.S. in Business Administration from Wayne State University and an M.B.A. from the University of Michigan. We believe that Ms. Pilarski’s leadership and business development roles at international companies and extensive experience in transportation and manufacturing qualify her to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS — None |
Director Nominees
| MARIA PINELLI DIRECTOR AGE: 63 DIRECTOR SINCE: September 2021 COMMITTEES: Audit (Chair) Compensation | Ms. Pinelli has served as a member of our Board since September 2021. Ms. Pinelli has served as the Chief Executive Officer of Strategic Growth Advisors, LLC since December 2020. From July 2017 to December 2020, Ms. Pinelli led Ernst & Young LLP’s (“EY”) Consumer Products and Retail sector. From July 2011 to June 2017, Ms. Pinelli was a Global Vice Chair of EY and led EY’s Global Strategic Growth Business unit with a focus on serving entrepreneurs, private and public companies poised for exponential growth. During the same period, she also served as EY’s Global IPO Leader, helping clients prepare for the public markets including initial public offering readiness, Sarbanes-Oxley Act compliance and how to manage stakeholder expectations. Prior to leading this global business of EY, Ms. Pinelli was EY’s Americas Director of Strategic Growth Markets from 2006 to 2011. She has led more than 20 IPOs in four different countries, more than 25 M&A transactions worldwide and speaks frequently on capital markets, and has testified as an expert before the U.S. Financial Services Committee. SKILLS & EXPERIENCE Ms. Pinelli holds a B.Com. in Commerce from McMaster University and is a CPA in the United Kingdom and Canada. We believe that Ms. Pinelli is well-qualified to serve on our board due her international business and leadership roles, professional experience in the areas of finance, accounting, and audit oversight and her extensive experience in advising growth companies. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS — Globant S.A. — Brightstar Lottery PLC |
Continuing Directors
Continuing Directors The following is biographical and certain other information for each of our continuing directors as of the Record Date.
Continuing Directors
| NAME | AGE | POSITION | CLASS | DIRECTOR SINCE | | Adam Goldstein | 46 | Director | Class III | September 2021 | | Oscar Munoz(1) | 67 | Director | Class III | September 2021 | | Fred Diaz(2)(3) | 60 | Director | Class I | September 2021 | | Deborah Diaz(3)(4) | 68 | Director | Class I | September 2021 |
Continuing Directors
(1) Member of the compensation committee (2) Chair of the compensation committee (3) Member of the audit committee (4) Chair of the nominating and corporate governance committee
Continuing Directors
| ADAM GOLDSTEIN FOUNDER, CEO AND DIRECTOR AGE: 46 DIRECTOR SINCE: September 2021 COMMITTEES: None | Mr. Goldstein is Archer’s founder and serves as our CEO. From September 2021 to April 2022, Mr. Goldstein served as our Co-CEO and Co-Chairperson of our Board. Prior to the go-public transaction, Mr. Goldstein served as the President and CEO of Archer and a member of its board. Prior to founding Archer, Mr. Goldstein also co-founded and led Vettery from November 2012 to December 2019. Before Vettery, Mr. Goldstein served as Co-Managing Partner of Minetta Lane Capital Partners from March 2011 to August 2012. From February 2011 to November 2019 Mr. Goldstein served as Portfolio Manager at Plural Investments and from September 2005 to October 2009 Mr. Goldstein served as a Senior Analyst at Cedar Hill Capital Partners. Mr. Goldstein currently serves on the board of trustees of the Museum of American Finance. SKILLS & EXPERIENCE Mr. Goldstein holds a B.S. in Business Administration from the University of Florida and an M.B.A. from NYU Stern School of Business. We believe that Mr. Goldstein’s role as co-founder and Chief Executive Officer and his extensive insight into Archer qualify him to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS — None |
Continuing Directors
| OSCAR MUNOZ DIRECTOR AGE: 67 DIRECTOR SINCE: September 2021 COMMITTEES: Compensation | Mr. Munoz has served as a member of our Board since September 2021. Mr. Munoz served as Chairman and CEO of United Airlines from September 2015 to May 2021. He also served as a member of the board of United Continental Holdings, Inc. from October 2010 to June 2021. Before joining United’s executive team, Mr. Munoz served in several roles at CSX Corporation from May 2003 to September 2015, including President, COO, CFO, and Executive Vice President. Mr. Munoz previously served on the board of Continental Airlines, Inc. from May 2004 until its acquisition by United Airlines in October 2010. From January 2001 to April 2003, Mr. Munoz served as CFO of Consumer Services at AT&T. Before that, Mr. Munoz served as SVP of Finance and Administration at U.S. West from July 1997 to December 2000. Mr. Munoz also served in various leadership roles for The Coca-Cola Company from June 1986 to June 1997 and for PepsiCo from June 1982 to June 1986. Mr. Munoz currently serves on the board of Univision Communications Inc. as well as an independent trustee on Fidelity Investments’ Equity & High-Income Fund. Mr. Munoz also currently serves on the board of trustees of the University of Southern California and The Brookings Institution. SKILLS & EXPERIENCE Mr. Munoz holds a B.A. in Finance and Strategy from USC’s Marshall School of Business and an MBA from Pepperdine University. We believe that Mr. Munoz’s deep understanding of the airline and transportation industries and executive experience at complex multi-national businesses qualify him to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS — CBRE Group, Inc. — Salesforce.com, Inc. |
Continuing Directors
| DEBORAH DIAZ DIRECTOR AGE: 68 DIRECTOR SINCE: September 2021 COMMITTEES: Nominating and Corporate Governance (Chair) Audit | Ms. Diaz has served as a member of our Board and audit committee and as the Chair of the nominating and corporate governance committee since September 2021. As CEO and VC Advisor of Catalyst ADV, Ms. Diaz manages a strategic growth advisory firm specializing in business transformation, innovative technologies, advanced manufacturing and strategic partnerships since December 2016. Ms. Diaz served as National Aeronautics and Space Administration’s (“NASA”) Chief Technology Officer and Deputy Chief Information Officer from November 2009 to October 2016, where she was responsible for NASA’s global system infrastructure, technology pilots, and risk management. From January 2007 to November 2009, Ms. Diaz served as Deputy Chief Information Officer for the United States Patent and Trademark Office. From October 2002 to January 2007, Ms. Diaz was the Senior Technical Advisor to create the U.S. Department of Homeland Security and also the Chief Information Officer for Science and Technology. Ms. Diaz brings decades of experience with industry and international organizations overseeing large operational staffs and budget, ESG implementation, and global business joint ventures. Ms. Diaz currently serves on the Board of Section IO and on the advisory board of Equinix and Intel Corporation. Ms. Diaz formerly served on the board of Dell Technologies GAB, Forcepoint EAB, Battle Resource Management, Inc., Intelvative, Inc., eKuber Ventures, Lincolnia LLC and ZeroAvia Inc. SKILLS & EXPERIENCE Ms. Diaz is National Association of Corporate Directors “Directorship” and Directors Academy “Board Director” certified. She holds an M.S. in International Business from Colorado State University and B.S. in Business Administration from Stonehill College. Ms. Diaz is also a licensed single engine pilot. We believe that Ms. Diaz’s broad experience working with innovative technologies and leadership in multiple high-risk market evolutions in both the private sector and government qualify her to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS — Primis Financial Corp. |
Continuing Directors
| FRED M. DIAZ LEAD INDEPENDENT DIRECTOR AGE: 60 DIRECTOR SINCE: September 2021 COMMITTEES: Compensation (Chair) Audit | Mr. Diaz has served as a member of our Board since September 2021. Mr. Diaz served as President, CEO and Chairman of the board of Mitsubishi Motors North America from April 2018 to April 2020. Before that, Mr. Diaz served as General Manager in Charge, Performance Optimization Global Marketing and Sales of Mitsubishi Motors Corporation in Japan, from July 2017 to April 2018. From April 2013 to July 2017, Mr. Diaz served in a number of roles for Nissan Motor Corporation, including Division Vice President & General Manager—North American Trucks and Light Commercial Vehicles, Sr. Vice President Sales, Marketing, Product Planning and Operations, and Division Vice President, Sales, Marketing, Product Planning and Parts & Service. Mr. Diaz also served in several roles for Fiat Chrysler Automobiles from 2004 to 2013, including President and CEO Ram Truck Brand, President and CEO Chrysler Mexico, Head of National Sales and National Director of Marketing Communications. SKILLS & EXPERIENCE Mr. Diaz holds a B.S. in Business Administration and Management with a Minor in Psychology from Texas Lutheran University and an M.B.A. from Central Michigan University. We believe that Mr. Diaz’s executive experience in various CEO and C-suite leadership roles as well as his robust sales, marketing, operations and product planning background in the automotive industry qualify him to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS — Valero Energy Corporation — Smith & Wesson Brands, Inc. — Site One Landscape Supply Inc. (f/k/a as John Deere Landscapes LLC) |
Continuing Directors
| 2 | APPROVAL OF REDOMESTICATION OF THE COMPANY TO TEXAS BY CONVERSION |
Continuing Directors
We are seeking stockholder approval to convert the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Texas (the “Texas Corporation”) (such conversion of the Delaware Corporation into the Texas Corporation, the “Redomestication”), subject to the conditions described below. Upon completion of the Redomestication, the Company will become a Texas corporation and will continue to operate its business under the current name, “Archer Aviation Inc.” This proposal (the “Redomestication Proposal”) generally uses the term “stockholder” when referring to stockholders in the context of Delaware law (which uses the term “stockholder”) or the Delaware Corporation, and to the term “shareholder” when referring to shareholders in the context of Texas law (which uses the term “shareholder”) or the Texas Corporation, but the terms “stockholder” and “shareholder” should be considered interchangeable.
Limitation of Personal Liability of Directors and Officers and Controlling Stockholders
Limitation of Personal Liability of Directors and Officers and Controlling Stockholders DGCL. Under the DGCL, a Delaware corporation may adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty. Such a provision may not, however, eliminate or limit liability for (i) a breach of the duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith, intentional misconduct, or a knowing violation of law; (iii) the declaration by a director of an unlawful dividend or the approval of an unlawful stock purchase or redemption; (iv) any transaction from which the director or officer derives an improper personal benefit; or (v) in the case of an officer, any action brought by or in the right of the corporation. The DGCL further provides that controlling stockholders and control groups, acting in their capacity as such, may not be held liable for monetary damages for breach of the fiduciary duty of care. TBOC. Under the TBOC, a Texas corporation may provide in its certificate of formation that a director or officer is not liable, or is liable only to the extent specified therein, to the corporation or its shareholders for monetary damages for any act or omission in such person’s capacity as a director or officer. The TBOC does not, however, permit any limitation of liability for (i) a breach of the duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty or involves intentional misconduct or a knowing violation of law; (iii) any transaction from which the director or officer derives an improper personal benefit, regardless of whether such benefit resulted from an action taken within the scope of the person’s duties; or (iv) any act or omission for which liability is expressly imposed by an applicable statute, such as in the case of wrongful distributions. In addition, no cause of action may be brought against a director or officer by the corporation or its shareholders as a result of any act or failure to act unless (1) the presumption of the business judgment rule is rebutted, (2) the act or failure to act constituted a breach of a fiduciary duty, and (3) such breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. This standard governs director and officer liability in all circumstances.
Considerations by Directors Permitted by Statute
Considerations by Directors Permitted by Statute DGCL. Under the DGCL, directors of Delaware corporations, other than those that have elected public benefit corporation status, have no express statutory authority to consider non-stockholder constituencies when discharging their fiduciary duties. Under Delaware case law, fiduciary duties generally require directors to seek to maximize the value of the corporation for the long-term benefit of its stockholders, though directors may take into account the interests of other constituencies to the extent doing so serves that overarching goal of value maximization. TBOC. Under the TBOC, in discharging their duties and considering the best interests of the corporation, directors are entitled to take into account both the long-term and short-term interests of the corporation and its shareholders, including the possibility that those interests may be best served by the corporation’s continued independence. When discharging their duties under the TBOC or otherwise, directors and officers are also entitled to consider any social purpose specified in the corporation’s certificate of formation. Notably, the TBOC does not prohibit or limit a director or officer of a corporation that has not specified a social purpose in its certificate of formation from considering, approving, or taking actions that promote, or have the effect of promoting, a social, charitable, or environmental purpose. Texas also maintains a separate public benefit corporation statute.
Business Opportunities
Business Opportunities DGCL. Under Delaware law, the corporate opportunity doctrine holds that a corporate officer or director may not generally and unilaterally take a business opportunity for his or her own. Factors to be considered include: (i) whether the corporation is financially able to exploit the opportunity; (ii) if the opportunity is within the corporation’s line of business; (iii) whether the corporation has an interest or expectancy in the opportunity; and (iv) whether by taking the opportunity for his or her own, the corporate fiduciary will thereby be placed in a position inimical to his duties to the corporation. The DGCL permits a Delaware corporation to renounce, in its certificate of incorporation or by action of the board, any interest or expectancy of the corporation in, or being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders. TBOC. Texas law is generally similar to the Delaware corporate opportunity doctrine. The TBOC permits a Texas entity to renounce, in its certificate of formation or by action of its board, an interest or expectancy of the entity in, or an interest or expectancy of the entity in being offered an opportunity to participate in, specified business opportunities or a specified class or category of business opportunities presented to the entity or one or more of its directors, officers or owners.
Indemnification of Directors and Officers
Indemnification of Directors and Officers DGCL. Under the DGCL, a Delaware corporation is permitted to indemnify any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the corporation, to which such director, officer, employee or agent may be a party or threatened to be made a party, provided such person acted in good faith and in a manner the person reasonably believed was in or not opposed to the best interests of the corporation, and in the case of a criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful. In connection with any threatened, pending or completed action by or in the right of the corporation involving a person who is or was a director, officer, employee or agent, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, a Delaware corporation has the power to indemnify such a person who is a party or is threatened to be made a party for expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit: (i) if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; and (ii) if such person is found liable to the corporation, only to the extent the Court of Chancery or the court in which such action or suit was brought determined that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. This is not exclusive of any other indemnification rights, which may be granted by a Delaware corporation to its directors, officers, employees or agents. TBOC. Under the TBOC, a Texas corporation is permitted to indemnify a director, former director, or delegate who was, is, or is threatened to be made a respondent in a proceeding, against (i) judgments and (ii) expenses (other than a judgment) reasonably and actually incurred by the person in connection with a proceeding if the person: (a) acted in good faith; (b) reasonably believed, in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s best interests, and in any other case, that the person’s conduct was not opposed to the corporation’s best interests; and (c) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful. In addition, the TBOC permits indemnification of other persons as described in the section entitled “Persons Covered” below. If, however, the person is found liable to a Texas corporation, or is found liable on the basis that he or she received an improper personal benefit, then indemnification under the TBOC is limited to the reimbursement of reasonable expenses actually incurred in connection with the proceeding, and which excludes a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan. Furthermore, no indemnification will be available if the person is found liable for: (i) willful or intentional misconduct in the performance of the person’s duty to the corporation; (ii) breach of the person’s duty of loyalty owed to the corporation; or (iii) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers The Board considered whether the Redomestication would convey any non-ratable benefits on any of our directors or officers. Its process did not identify any such non-ratable benefits. However, others may allege, and stockholders should be aware in voting on the Redomestication Proposal, that our directors and executive officers may be considered to have interests in the transaction that are different from, or in addition to, the interests of the stockholders generally. The Board has considered these interests, among other matters, in reaching their decision to recommend the Redomestication and to recommend that our stockholders vote in favor of this proposal.
Interests of Directors and Executive Officers
| Our Board recommends a vote FOR the Redomestication Proposal. |
Interests of Directors and Executive Officers
| 3 | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Interests of Directors and Executive Officers
Our audit committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2026 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that PwC is not ratified by our stockholders, the audit committee will review its future selection of PwC as our independent registered public accounting firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. PwC audited our financial statements for the fiscal year ended December 31, 2025. Representatives of PwC are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions. PwC has served as our independent registered public accounting firm since 2020.
EXECUTIVE COMPENSATION HIGHLIGHTS
EXECUTIVE COMPENSATION HIGHLIGHTS Our executive compensation program aims to motivate our people to perform at a consistently high level and rewards contributions that deliver outstanding results. Key highlights of our 2025 executive compensation program include: Performance-based Bonus: 2025 bonuses were focused on strategic milestones designed to drive long-term stockholder value. Bonuses were paid according to the plan’s formulaic funding, with no discretionary adjustments. Long-term Equity Awards: As part of our annual review of executive officer compensation, the compensation committee granted “refresh” equity awards with a mix of time-based restricted stock unit (“RSU”) awards and performance-based RSU (“PSU”) awards to each of our NEOs in 2025. Stockholder Alignment: PSU performance in 2025 was based solely on relative total stockholder return to ensure that the NEOs’ interests are aligned with the long-term view of our stockholders.
COMPENSATION PHILOSOPHY AND OBJECTIVES
COMPENSATION PHILOSOPHY AND OBJECTIVES At Archer, we are building a next-generation aerospace company. Our goals are ambitious and our timeline is demanding so our executive compensation program is built to match, it rewards the achievement of mission-critical milestones and holds our leaders accountable for outcomes that maximize value. Our compensation philosophy rests on three principles: pay should reflect performance; compensation must reinforce our long-term strategic priorities; and our leaders’ interests should directly align with those of our stockholders. As a development-stage company, we design compensation, particularly salary and annual bonus, to reward major operational and strategic milestones, including product development, manufacturing scale-up, commercial readiness, and financial discipline. The core objectives of our executive compensation program are to: — Attract and retain exceptional talent with the skills, expertise, and leadership required to execute our ambitious goals; — Motivate and reward performance by linking a meaningful portion of compensation to the achievement of critical operational, strategic, and financial objectives; — Align interests with stockholders by delivering a significant portion of total compensation through long-term equity awards, ensuring our leaders share in the outcomes they help create; and — Remain market competitive by benchmarking total compensation against a defined peer group of companies at comparable stages of development and scale.
NON-BINDING ADVISORY SAY ON PAY VOTE AND COMPENSATION PROGRAM ENHANCEMENTS
NON-BINDING ADVISORY SAY ON PAY VOTE AND COMPENSATION PROGRAM ENHANCEMENTS In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders can cast an annual advisory non-binding say on pay vote to approve the compensation of our NEOs. In 2025, stockholders indicated their support for our executive compensation programs with 77% of the votes cast in favor of the say-on-pay proposal. Our compensation committee carefully considered the results of the Company’s most recent advisory vote when evaluating our executive compensation program. In response, the compensation committee implemented several enhancements designed to further strengthen pay-for-performance alignment and expanded proxy disclosure, including: Enhanced Transparency on Company’s Performance Bonus Program Design. The Company expanded its proxy disclosure regarding the Company’s performance metrics, weighting, and goal-setting process and related bonus determinations underlying annual incentive compensation to provide greater transparency into how compensation outcomes align with Company performance, while maintaining appropriate confidentiality around competitively sensitive information. — Enhanced Transparency Regarding Individual Performance. We also added expanded disclosure regarding individual executive performance and goal attainment in connection with a portion of our annual bonus determinations. — CEO Pay Alignment. The compensation committee ensured the CEO’s 2025 pay was aligned with the Company’s peer group and consistent with internal pay equity across the executive team. — Individual Annual Bonus Component Weighting Reduced for 2026. For 2026, the compensation committee reduced the individual component of each NEO’s annual bonus from 50% to 30%, with the remaining 70% tied to corporate goals. Our compensation committee will continue to consider stockholder feedback and say-on-pay results as part of its ongoing review of the Company’s executive compensation program.
COMPENSATION GOVERNANCE POLICIES AND PRACTICES
| Annual compensation risk assessment | Compensation committee, with assistance of its independent compensation consultant, conducts an annual risk assessment of our executive and broader employee compensation programs. | | Annual executive compensation review | Compensation committee annually reviews and approves our compensation strategy and comparative peer group and remains actively engaged throughout the year—meeting at least quarterly, with additional special sessions as needed, to monitor and assess the approved program on an ongoing basis. | | Clawback arrangements | Maintain a clawback policy requiring recoupment of erroneously awarded incentive-based compensation in accordance with SEC rules. | | Equity granting policy | Maintain an equity granting policy, reviewed annually by the compensation committee. | | Independent compensation consultant | Compensation committee engaged Compensia, which provides no services to the Company other than those performed for the compensation committee. | | Long-term “at-risk” performance-based compensation | A portion of the annual equity refresh grants awarded to NEOs (and 50% for the CEO) consisted of PSUs tied to relative total stockholder return, which are fully at risk. | | Minimal perquisites and special benefits | Provide limited perquisites and personal benefits to executives and senior employees; beyond a 401(k) plan, we offer no pension, supplemental retirement, or enhanced executive health or insurance benefits. | | No hedging and pledging | Prohibit all employees, including NEOs, and Board, from hedging, pledging, or engaging in derivative transactions involving Company securities. |
COMPENSATION GOVERNANCE POLICIES AND PRACTICES
| No “single-trigger” change-in-control arrangements | Provide change-in-control benefits only on a “double-trigger” basis (requiring both a change in control and a qualifying termination of employment); certain performance-based equity awards convert to time-based vesting and, if not assumed, accelerate upon a change in control. | | No tax gross-ups | Do not provide tax gross-ups or other tax reimbursement payments, including in connection with Sections 280G or 4999 of the Internal Revenue Code (the “Code”). | | Say-on-pay vote | Hold an annual advisory vote on the compensation of our NEOs. |
ROLES OF THE COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT
ROLES OF THE COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant Pursuant to its charter, the compensation committee has the authority to retain one or more external advisors, including compensation consultants, legal counsel, accountants, and other advisors, to assist it in the performance of its duties and responsibilities. The compensation committee engaged FW Cook to serve as its independent compensation consultant through August 2025 and beginning in August 2025, the compensation committee engaged Compensia as its independent compensation consultant. Compensia supports the compensation committee by attending committee meetings, providing recommendations regarding the composition of our compensation peer group, analyzing competitive compensation data and formulating recommendations related to executive and non-employee director compensation programs. Compensia performs no other services for us other than those provided to the compensation committee. In connection with the services provided by each FW Cook and Compensia in 2025, our compensation committee assessed the definition of independence of FW Cook and Compensia under applicable SEC and stock exchange regulations and concluded that no conflict of interest exists for either.
Use of Competitive Market Data
Use of Competitive Market Data We strive to attract and retain the most highly qualified executive officers in an extremely competitive market. Accordingly, our compensation committee believes that it is important when making its compensation decisions to be informed as to the competitive market for executive talent, including the current practices of companies that compete with us for talent and other comparable publicly traded companies. With the assistance of our independent compensation consultant, our compensation committee annually reviews and selects a peer group to use as a reference point for making executive compensation decisions. In October 2024, the compensation committee selected and approved the following companies as the compensation peer group to be used as market context for 2025 NEO compensation decisions after considering the following criteria: (1) market capitalization between 0.25 to 4.0 times that of the Company, (2) revenue not exceeding $1 billion in the past four quarters and (3) in the high tech hardware and emerging technology industries.
Use of Competitive Market Data
| 2025 Peer Group | | | | Ambarella | Cohu | LiveWire | | Aurora Innovation | Eve | Luminar Tech | | Bloom Energy | Evolv Technologies | Navitas Semiconductor | | Calix | Impinj | QuantumScape | | ChargePoint | Joby Aviation | Stem |
Use of Competitive Market Data
Our compensation committee intends to review the peer group annually and may consider supplemental information from other public companies and third-party surveys. Our compensation committee used the competitive market data derived from the compensation peer group as a reference in the course of its review and evaluation of our executive compensation program and in making decisions regarding executive compensation in 2025, but did not benchmark the compensation for our NEOs, to any particular level or against any specific member of the peer group.
Pay Determinations
Pay Determinations Actual pay decisions for our NEOs are based on our compensation committee’s evaluation of various criteria, including an analysis of the competitive market data prepared by FW Cook for 2025 pay decisions, each NEO’s scope of responsibilities, prior and current performance, attainment of individual and company performance objectives, internal pay equity, labor market conditions, as well as our overall strategic business plan. Market data was used primarily as a reference point for measuring the competitive marketplace, and was one factor among others, used by our compensation committee in determining executive compensation. Other factors our compensation committee considers in making its executive compensation decisions include input from our management (except with respect to their own compensation), core responsibilities and criticality of role, past individual performance and expected future contributions, vesting status and value of outstanding equity awards, and internal pay equity based on the impact of business and performance.
ELEMENTS OF OUR COMPENSATION PROGRAM
| Base Salary | Base salary is a fixed element of compensation designed to attract and retain our executives, including NEOs, and compensate them for their day-to-day responsibilities. Our compensation committee reviews base salaries annually, taking into account individual performance, prior base salary level, competitive market data, responsibilities, and other relevant factors. No NEO is entitled to an automatic base salary increase. | | Performance-based Annual Cash Bonus | Our annual cash bonus program is a performance-based, at-risk component of our NEOs’ compensation. Bonus opportunities are designed to motivate and reward executives for achieving corporate objectives and individual performance goals. | | Long-term Equity Awards | We use a mix of time- and performance-based equity as a significant component of executive compensation (including for NEOs) to incentivize and reward long-term value creation. Our performance-based equity is tied to relative total stockholder return, further aligning the interests of our executives with those of our stockholders. |
2025 Performance-based Annual Cash Bonus Plan and Achievement
2025 Performance-based Annual Cash Bonus Plan and Achievement Each of our NEOs is eligible to earn an annual cash bonus under our 2025 Executive Bonus Plan. This performance-based annual bonus is designed to reward the achievement of annual corporate performance relative to pre-established goals, as well as individual performance, contributions and strategic impact. Each NEO has an annual bonus target that is a stated percentage of their base salary, which was set based on the scope and significance of each NEO’s role at the Company, as well as a review of market data. The 2025 bonus plan was designed so that our CEO’s bonus was based 100% on the achievement of corporate objectives, while the other NEOs’ bonuses were weighted 50% on corporate performance and 50% on individual performance. This structure reflects our CEO’s ultimate accountability for corporate performance during the year, while other executives are both accountable for corporate performance, as well as performing their individual functions. The target bonus as a percentage of base salary is 100% for the CEO and 50% for the other NEOs. The total achievable bonus payout is capped at 150% of each NEO’s target bonus. For each corporate performance objective, threshold performance results in a payout equal to 50% of target, target performance achieves 100% payout and maximum performance achieves 200% payout. If the threshold goal is not achieved, then there is no payout. To advance our vision to launch air mobility, our compensation committee approved five equally-weighted corporate performance goals with threshold, target, and stretch achievement levels that are designed to set realistic yet ambitious targets while incentivizing outstanding performance. Due to the highly competitive nature of our industry, and to minimize competitive harm to the Company and its stockholders, we have limited certain specific disclosures regarding corporate performance goals that are closely tied to our longer-term business strategy and other confidential information of the Company. Our corporate performance goals and attainment in 2025 were generally as described below. As a result, corporate performance goals were achieved at 100% of target.
2025 Performance-based Annual Cash Bonus Plan and Achievement
| Weighting (%) | Corporate Performance Goal and Attainment | | 20 | Commercialization: Initiatives tied to establishing a foundation for our planned air taxi operations; those goals were achieved at the stretch level (200% payout). | | 20 | Certification: Initiatives tied to finalizing certain aspects of our policy portion of our Midnight certification program with the FAA; this was achieved at the threshold level (50% payout). | | 20 | Financial discipline: Specific goals related to operating and managing business growth within the board-approved spend plan; this was achieved at the stretch level (200% payout). | | 20 | Flight test: Initiatives tied to testing Midnight’s flight capabilities for early commercial service; this was achieved at the threshold level (50% payout). | | 20 | Production: Initiatives tied to scaling Midnight’s aircraft production at or above a specified level; this was not achieved at the threshold level (no payout). |
2025 Performance-based Annual Cash Bonus Plan and Achievement
Our 2025 bonus payout for our CEO, which was solely based on corporate performance goal attainment, was:
2025 Performance-based Annual Cash Bonus Plan and Achievement
| Name | Base Salary ($) | Target Bonus (as % of base salary) | Corporate Performance (weighted 100%) | Actual Bonus ($) | | Adam Goldstein | 750,000 | 100 | 100 | 750,000 |
2025 Performance-based Annual Cash Bonus Plan and Achievement
Individual annual incentive award goals and achievement for our NEOs other than our CEO vary depending on our strategic corporate initiatives and each executive officer’s responsibilities and contributions to these corporate initiatives. The factors considered by the CEO and compensation committee for 2025 in reviewing individual performance included the following factors: — Ms. Gupta managed performance in line with the Company’s financial plan aligning with business unit leaders on forecasts and capital needs. She also strategically expanded the finance organization and played a key role in supporting commercial deployment efforts. — Mr. Lentell expanded his role to cover broader strategic oversight and leadership. He also provided critical support for aircraft certification and commercial deployment efforts, while expanding and strengthening the Company’s intellectual property portfolio. — Mr. Muniz advanced key engineering and aircraft design initiatives across both commercial and defense business lines, including the dual-use hybrid aircraft platform that progressed through multiple preliminary and critical design reviews. — Dr. Perkins upleveled engineering leadership to strengthen execution and support the Company’s scaling objectives. Her accomplishments also included enhancing and scaling human resource capabilities, encompassing total rewards, compliance and controls, and business partnership functions, and optimizing human resource IT processes and controls. Based on its assessment of the corporate performance goals’ attainment and individual performance as described above, our compensation committee approved achievement of 100% of each of our NEOs’ individual performance for 2025, resulting in a payout of 100% of annual bonus target for each NEO.
2025 Performance-based Annual Cash Bonus Plan and Achievement
| Name | Base Salary ($) | Target Bonus (as % of base salary) | Corporate Performance (weighted 50%) | Individual Performance (weighted 50%) | Actual Bonus ($) | | Priya Gupta | 400,000 | 50 | 100 | 100 | 200,000 | | Eric Lentell | 550,000 | 50 | 100 | 100 | 275,000 | | Thomas Muniz | 700,000 | 50 | 100 | 100 | 350,000 | | Tosha Perkins | 550,000 | 50 | 100 | 100 | 275,000 | | Mark Mesler(1) | — | — | — | — | — |
2025 Performance-based Annual Cash Bonus Plan and Achievement
(1) Mr. Mesler stepped down as Chief Financial Officer effective July 7, 2025. The compensation committee may award bonuses in a particular year that are in excess of or below the target bonus amount based on its assessment of such executive officer’s performance and also annually evaluates the target bonus opportunity and, as part of such evaluation, at its discretion, may increase or decrease the annual bonus opportunity based on additional factors, such as individual and corporate performance. No such discretion was applied for 2025 performance and related bonus payouts.
Long-term Equity Awards
Long-term Equity Awards Our compensation committee believes that long-term equity awards are a critical component of our executive compensation program that links the interests and risks of our executive officers with those of our stockholders. Long-term equity awards are an effective means of focusing our executive officers on driving increased stockholder value over a multi-year period and motivating them to remain employed with us. Consistent with this philosophy, a significant portion of our NEOs’ annual compensation is granted in the form of long-term equity incentives. The target number of RSUs and PSUs granted to our NEOs was determined by dividing the target value by the average closing stock price during the month prior to grant. The target value of the RSUs and PSUs for each of our NEOs is as follows:
Long-term Equity Awards
| Name | Target equity award value | Target PSU value ($) | Target number of PSUs (#) | Target RSU value ($) | Number of RSUs (#) | | Adam Goldstein(1) | 7,500,000 | 3,750,000 | 350,231 | 3,750,000 | 360,231 | | Priya Gupta | 1,500,000 | 750,000 | 78,289 | 750,000 | 78,289 | | Eric Lentell | 4,000,000 | 3,000,000 | 104,385 | 1,000,000 | 313,153 | | Thomas Muniz | 1,750,000 | 875,000 | 91,337 | 875,000 | 91,337 | | Tosha Perkins | 4,000,000 | 3,000,000 | 104,385 | 1,000,000 | 313,153 | | Mark Mesler(2) | — | — | — | — | — |
Long-term Equity Awards
(1) Mr. Goldstein has elected to defer any settlement of his RSUs and PSUs to calendar year 2030 (or, if earlier, upon his “separation from service” (as defined under Section 409A of the Code), death, disability, a change in control of the Company, or an unforeseeable emergency (as defined under Section 409A of the Code)) (2) Mr. Mesler stepped down as Chief Financial Officer effective July 7, 2025. The grant date fair values of these PSUs and RSUs are reported in the “Summary Compensation Table” below. RSUs RSU awards with time-based vesting align the interests of our NEOs with those of our stockholders by promoting the stability and retention of a high-performing executive team over the long term. In 2025, the compensation committee approved time-based RSU awards that vest in quarterly installments over three years. PSUs In 2025, we continued our practice of granting PSUs (weighted 25% to 50% of long-term equity awards) to align the interests of our NEOs and our stockholders by rewarding superior stockholder returns compared to the returns of the indexed companies in the S&P 600 (“Relative TSR”). The PSUs ensure that a significant portion of our NEOs’ equity compensation is contingent upon future Relative TSR performance.
Long-term Equity Awards
| Provision | Grant Structure | Rationale | | Grant Mix | 25 – 50% PSUs based on Relative TSR and 50 – 75% RSUs based on service | Mix of PSUs/RSUs balances performance risk, pay-for-performance philosophy, and retention | | Vesting Period | RSU shares vest quarterly over 3-year period, PSU shares vest annually based on each of 1-year, 2-year and 3-year Relative TSR(1) | Balances executive retention and long-term stockholder alignment | | PSU Metric | Based on Relative TSR from grant date | Incentivizes long-term sustained value creation and outperformance in a transparent and objective way |
Long-term Equity Awards
Subject to the terms of the award agreements, between zero and 200% of the target number of PSUs are eligible to vest, depending on our Relative TSR percentile ranking for the performance period, as follows:
Long-term Equity Awards
| Relative TSR Percentile v. S&P 600 index | PSUs vesting as % of Target | | 90th percentile | 200% | | 50th percentile | 100% | | 25th percentile | 50% |
Long-term Equity Awards
If our Relative TSR percentile ranking is above the 25th percentile and between the other levels shown in the table above, the portion of the PSUs that vest will be linearly interpolated between the two nearest vesting percentages. If the performance metric achievement is below the 25th percentile for any performance period, then no PSUs will be eligible to vest for such performance period. Relative TSR is measured over three discrete performance periods covering 12, 24, and 36 months, with one-third of the target PSUs eligible to vest each year. If the Company’s absolute TSR is negative over a performance period, the total number of PSUs earned will be capped at 100%. This avoids paying out large awards despite outperforming the TSR peers if the Company’s stockholders do not earn a positive return over the requisite performance period. Relative TSR calculations for the Company and the indexed companies are measured based on the average closing share price for the twenty consecutive trading day period starting on the first and ending on the last days of the performance periods, accounting for any dividends (which shall be assumed to be reinvested) and any stock splits. In the event that one of our NEOs is terminated due to such NEO’s death or disability, then the number of PSUs for such NEO that are eligible for vesting shall be pro-rated based on such NEO’s actual period of service to the Company during the performance period in which such termination occurs and the degree of vesting shall be based on a performance modifier of 100%. Any PSUs for such NEO that would be eligible for vesting in subsequent performance periods shall be forfeited. In the event that one of our NEOs is terminated without cause or resigns for good reason, then, as to any then-ongoing performance period, the number of PSUs eligible to vest shall be pro-rated based on such NEO’s actual service to the Company during the performance period in which such termination occurs and such PSUs shall vest (if at all) based on the actual degree of achievement of the performance metrics for such performance period. Following such vesting, any PSUs for subsequent performance periods shall be forfeited. In the event that a change in control occurs prior to the end of all performance periods, then a portion of the PSUs subject to any then-ongoing performance periods shall be eligible to vest following the closing of such change in control based on continued service with the acquirer through the end of the applicable performance periods. The number of PSUs eligible to vest shall be equal to the product of (i) the number of PSUs subject to the relevant performance periods and (ii) actual performance, calculated based on a truncated period ending on the closing date of the change in control, and using the price per share payable for the Company’s common stock in the change in control. Any PSUs that become subject to time-based vesting following a Change in Control pursuant to the above shall be subject to full vesting acceleration on any subsequent termination of service: (1) without cause, (2) due to a resignation for good reason, (3) due to death or disability, in each case, subject to delivery of a release of claims. If an acquiring corporation refuses to assume, convert, replace or substitute the PSUs in connection with a change in control, then 100% of the PSUs that are then-outstanding and eligible to vest shall vest in full. 2021 Founder Grant As part of the Company going public in September 2021, Mr. Goldstein received 20,009,224 PSUs (the “Founder Grant”) pursuant to the merger agreement entered into in February 2021. The Founder Grant may be earned and vest for up to seven years following the Company’s listing date in four equal tranches subject to the achievement of the earlier to occur of a stock price milestone or a performance-based milestone, with each of the four tranches being subject to a unique set of milestones. The stock-based and performance-based milestones of the Founder Grant were constructed to incentivize outperformance and achievement of challenging and rigorous performance goals that increase long-term stockholder value. The performance-based milestone of the first tranche was achieved in September 2021 and the performance-based milestone for the second tranche was achieved in November 2024. Two tranches of this grant remain unvested and eligible to be earned.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS We have entered into at-will employment offer letters with each of our NEOs that were approved by the compensation committee and our Board. In addition, we provide each NEO with the opportunity to receive certain severance payments and benefits in the event of a termination of employment under certain circumstances, including in connection with a change of control. The compensation committee generally believes that the severance protection payments and benefits we offer are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. For additional information on the employment arrangements and potential post-employment payments to our NEOs, see “Potential Payments Upon Termination or Change in Control” below.
EQUITY GRANTING POLICY
EQUITY GRANTING POLICY We maintain an equity granting policy, pursuant to which we grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition. We do not grant awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
Accounting Treatment
Accounting Treatment The compensation committee considers accounting implications when designing compensation plans for our officers and employees. Chief among these is ASC 718, which governs the accounting treatment of stock-based compensation. ASC 718 requires us to record a compensation expense in our income statement for all equity awards, based on each award’s grant date fair value. In most cases, this expense is recognized ratably over the award’s requisite service period, generally corresponding to its vesting schedule. These expenses are reflected in the compensation tables below, even though recipients may never realize any value from their equity awards.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The below table provides information concerning compensation awarded to, earned by or paid to each of our NEOs for all services rendered in all capacities during the fiscal years in which such individuals were NEOs during the last three completed fiscal years.
SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Adam Goldstein Chief Executive Officer | 2025 | 750,000 | $9,897,947 | 750,000 | — | 11,397,947 | | | 2024 | 750,000 | 16,487,500 | 525,500 | — | 17,763,000 | | | 2023 | 600,000 | — | 393,750 | 10,000 | 1,003,750 | | Priya Gupta Acting Chief Financial Officer | 2025 | 400,000 | 1,989,063 | 200,000 | 19,677 | 2,608,740 | | | 2024 | 338,000 | 171,992 | 158,545 | 8,433 | 676,970 | | Eric Lentell Chief Strategy & Legal Officer | 2025 | 550,000 | 4,812,824 | 275,000 | — | 5,637,824 | | | 2024 | 550,000 | 1,681,778 | 233,750 | — | 2,465,528 | | Thomas Muniz Chief Technology Officer | 2025 | 700,000 | 2,320,569 | 350,000 | 14,475 | 3,385,044 | | | 2024 | 700,000 | 1,681,778 | 297,500 | 8,775 | 2,688,053 | | | 2023 | 650,000 | 4,669,000 | 318,500 | 15,150 | 5,652,650 | | Tosha Perkins Former Chief Administrative Officer | 2025 | 550,000 | 4,812,824 | 275,000 | 27,044 | 5,664,868 | | | 2024 | 550,000 | 1,121,185 | 233,750 | 8,845 | 1,913,780 | | Mark Mesler(4) Former Chief Financial Officer | 2025 | 271,013 | — | 437,500 | 2,305,919 | 3,014,432 | | | 2024 | 500,000 | 1,121,185 | 146,311 | 15,250 | 1,782,746 | | | 2023 | 500,000 | 1,083,709 | 230,000 | 15,000 | 1,828,709 |
SUMMARY COMPENSATION TABLE
(1) This column shows the grant date fair value for accounting purposes of the long-term equity awards granted to our NEOs. The grant date fair value for time-based RSUs is measured in accordance with ASC 718 and based on the closing price of Archer’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under ASC 718, based on the probable outcome of the performance condition as of the grant date. (2) The annual bonus awards are based on the performance of the Company relative to predetermined strategic goals for the year and the performance of each individual NEO. The target payout amount for each NEO’s annual bonus payout opportunity for 2025 is shown in the table entitled “Grants of Plan-Based Awards—2025.” Further descriptions of these amounts, including information regarding the impact of corporate and individual performance criteria are described above in the section entitled “2025 Performance-based Annual Bonus Plan and Achievement.” (3) The amounts reported represent: (a) for Mr. Goldstein, taxable reimbursement of benefit, tax, and financial advisory services (“financial planning benefit”) of $10,000 in 2023, (b) for Mr. Mesler, (a) $15,500 in Company contributions under its 401(k) plan and $2,290,419 reflecting the incremental accounting expense incurred in accordance with ASC 718 in connection with the accelerated vesting of his RSUs pursuant to his transition agreement with the Company, in 2025, (b) $15,250 in Company contributions under its 401(k) plan in 2024 and (c) $15,000 in Company contributions under its 401(k) plan in 2023, (c) for Ms. Gupta, company contributions under its 401(k) plan of $19,677 in 2025 and $8,433 in 2024, (d) for Mr. Muniz, company contributions under its 401(k) plan of $14,475 in 2025 and $8,775 in 2024 and $11,250 in 2023 and financial planning benefit of $3,900 in 2023 and (e) for Dr. Perkins, company contributions under its 401(k) plan of $19,060 in 2025 and $8,845 in 2024 and financial planning benefit of $7,984 in 2025. The $2,290,419 reported in connection with the accelerated vesting of certain of Mr. Mesler’s RSUs reflects the accounting cost for these RSUs and does not correspond to the actual economic value received by Mr. Mesler in connection with such acceleration. (4) Compensation reflects (1) $271,013 pro-rated salary paid through his transition date and (2) $437,500 cash payment pursuant to his transition agreement with the Company dated July 8, 2025.
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides information regarding each grant of a plan-based award made to an NEO under any plan in the year ended December 31, 2025. No NEOs were granted stock options during the year ended December 31, 2025. Mr. Mesler, our former Chief Financial Officer, was on medical leave from September 2024 through July 2025 and stepped down as Chief Financial Officer effective July 7, 2025. As such, Mr. Mesler did not receive any grants of plan-based awards during the year ended December 31, 2025.
GRANTS OF PLAN-BASED AWARDS IN 2025
| Name | Award Type | Grant Date | Estimated Future Payout Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payout Under Equity Incentive Plan Awards (#) | | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | | | | Target | Maximum | Threshold | Target | Maximum | | | | Adam Goldstein | Cash incentive | — | 750,000 | 1,125,000 | — | — | — | — | — | | | RSUs | 7/26/25 | — | — | — | — | — | 360,231 | 4,038,190 | | | PSUs | 7/26/25 | — | — | — | 360,231 | 720,462 | — | 5,859,758 | | Priya Gupta | Cash incentive | — | 200,000 | 300,000 | — | — | — | — | — | | | RSUs | 2/17/25 | — | — | — | — | — | 78,289 | 810,291 | | | PSUs | 2/17/25 | — | — | — | 78,289 | 156,578 | — | 1,178,771 | | Eric Lentell | Cash incentive | — | 275,000 | 412,500 | — | — | — | — | — | | | RSUs | 2/17/25 | — | — | — | — | — | 313,153 | 3,241,134 | | | PSUs | 2/17/25 | — | — | — | 104,385 | 208,770 | — | 1,571,690 | | Thomas Muniz | Cash incentive | — | 350,000 | 525,000 | — | — | — | — | — | | | RSUs | 2/17/25 | — | — | — | — | — | 91,337 | 945,338 | | | PSUs | 2/17/25 | — | — | — | 91,337 | 182,674 | — | 1,375,231 | | Tosha Perkins | Cash incentive | — | 275,000 | 412,500 | — | — | — | — | — | | | RSUs | 2/17/25 | — | — | — | — | — | 313,153 | 3,241,134 | | | PSUs | 2/17/25 | — | — | — | 104,385 | 208,770 | — | 1,571,690 |
GRANTS OF PLAN-BASED AWARDS IN 2025
(1) The grant date fair value for time-based RSUs is calculated in accordance with FASB ASC 718 based on the closing price of the Company’s Class A common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718. A discussion of the assumptions used in calculating these values for 2025 may be found in Note 9—Stock Based Compensation included in the notes to the consolidated financial statements in our 2025 Annual Report on Form 10-K.
OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END The following table provides information with respect to all outstanding stock options and RSUs held by our NEOs as of December 31, 2025. See “Employment and Change in Control Agreements” and “Potential Payments Upon Termination or Change in Control” for information regarding the impact of certain employment termination scenarios on outstanding equity awards.
OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END
| | | Stock Awards | | | | | Name | Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units or stock that have not vested ($)(1) | Number of unearned shares, units or other rights that have not vested (#) | Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Adam Goldstein(2) | 9/16/2021 | — | — | 10,004,612 | 75,234,682 | | (3) | 12/18/2024 | 328,125 | 2,467,500 | — | — | | (4)(5) | 12/18/2024 | — | — | 475,000 | 3,572,000 | | (6) | 7/26/2025 | 270,173 | 2,031,701 | — | — | | (4)(5) | 7/26/2025 | — | — | 360,231 | 2,708,937 | | Priya Gupta(7) | 5/1/2024 | 17,915 | 134,721 | — | — | | (8) | 2/17/2025 | 52,192 | 392,484 | — | — | | (4) | 2/17/2025 | — | — | 78,289 | 588,733 | | Eric Lentell(9) | 8/18/2022 | 68,598 | 515,857 | — | — | | (10) | 5/1/2023 | 98,982 | 744,345 | — | — | | (11) | 3/26/2024 | 80,509 | 605,428 | — | — | | (4) | 3/26/2024 | — | — | 95,420 | 717,558 | | (12) | 2/17/2025 | 208,768 | 1,569,935 | — | — | | (4) | 2/17/2025 | — | — | 104,385 | 784,975 | | Thomas Muniz(13) | 5/1/2023 | 862,500 | 6,486,000 | — | — | | (14) | 3/26/2024 | 80,509 | 605,428 | — | — | | (4) | 3/26/2024 | — | — | 95,420 | 717,558 | | (15) | 2/17/2025 | 60,889 | 457,885 | — | — | | (4) | 2/17/2025 | — | — | 91,337 | 686,854 | | Tosha Perkins(16) | 4/11/2022 | 64,914 | 488,153 | — | — | | (17) | 5/1/2023 | 98,982 | 744,345 | — | — | | (18) | 3/26/2024 | 53,673 | 403,621 | — | — | | (4) | 3/26/2024 | — | — | 63,616 | 478,392 | | (19) | 2/17/2025 | 208,768 | 1,569,935 | — | — | | (4) | 2/17/2025 | — | — | 104,385 | 784,975 |
OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END
(1) Dollar amounts shown are determined by multiplying the number of shares or units shown in the preceding column by $7.52, which was the fair market value of the Class A common stock on December 31, 2025, the last trading day of the year. The value provided assumes any relevant performance criteria are achieved. (2) On September 16, 2021, pursuant to the 2019 Plan, Mr. Goldstein was granted a performance-based equity award consisting of RSUs settleable for 20,009,224 shares of Class B common stock. This award vests ratably in 1/4th increments upon approval by our compensation committee of the achievement of certain milestones over the seven-year period beginning on September 16, 2021. Effective December 31, 2024 (the “conversion date”), all outstanding shares of the Company’s Class B common stock were automatically converted into shares of Class A common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation. Following the conversion date, this award shall be settleable for shares of Class A common stock. (3) On December 18, 2024, Mr. Goldstein was granted a time-based RSU award settleable for 750,000 shares of Class A common stock, pursuant to the 2021 Plan. Subject to the terms of the award agreement, the time-based RSUs subject to this award time-vested as to 3/8 (i.e., 281,250 restricted stock units) of the total award on the date of the Issuer’s 2025 annual shareholder meeting on June 27, 2025, and shall time-vest as to 1/16 of the total award quarterly thereafter. Once time-vested, the RSUs will be settled for shares of the Company’s Class A common stock during calendar year 2029 on a date to be determined by the Company. (4) Subject to the terms of the award agreement, the PSUs subject to this award are scheduled to vest on the annual anniversary of the grant date, provided the applicable performance condition is satisfied. As described under “Executive Compensation—Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of PSUs may vest depending on the Company’s Relative TSR compared to the other companies in the S&P 600 during each annual performance period of the three-year award term. (5) Mr. Goldstein has elected to defer settlement of vested PSUs until the fifth year following the grant date. (6) Mr. Goldstein was granted a RSU award settleable for 360,231 shares of Class A common stock, pursuant to the 2021 Plan. The award has a three-year vesting schedule, with 1/12 vesting quarterly beginning on March 1, 2025, subject to his continued service with us. (7) Ms. Gupta was granted a RSU award settleable for 42,998 shares of Class A common stock on May 1, 2024 pursuant to the 2021 Plan. The award has a three-year vesting schedule, with 1/12 vesting on May 15, 2024 and 1/16 of the total award vests quarterly thereafter, subject to her continued service with us. (8) Ms. Gupta was granted a RSU award settleable for 78,289 shares of Class A common stock on February 17, 2025 pursuant to the 2021 Plan. The award has a three-year vesting schedule, with 1/12 vesting quarterly beginning on March 1, 2025, subject to her continued service with us. (9) Mr. Lentell was granted a RSU award settleable for 365,854 shares of Class A common stock on August 18, 2022 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/4 vesting on August 15, 2023 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. (10) Mr. Lentell was granted a RSU award settleable for 316,742 shares of Class A common stock on May 1, 2023 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/16 vesting on May 15, 2023 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. (11) Mr. Lentell was granted a RSU award settleable for 143,130 shares of Class A common stock on March 26, 2024 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/16 vesting on May 15, 2024 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. (12) Mr. Lentell was granted a RSU award settleable for 313,153 shares of Class A common stock on February 17, 2025 pursuant to the 2021 Plan. The award has a three-year vesting schedule, with 1/12 vesting quarterly beginning on March 1, 2025, subject to his continued service with us. (13) Mr. Muniz was granted a RSU award settleable for 2,300,000 shares of Class A common stock on May 1, 2023 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/4 vesting on May 15, 2024 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. (14) Mr. Muniz was granted a RSU award settleable for 143,130 shares of Class A common stock on March 26, 2024 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/16 vesting on May 15, 2024 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. (15) Mr. Muniz was granted a RSU award settleable for 91,337 shares of Class A common stock on February 17, 2025 pursuant to the 2021 Plan. The award has a three-year vesting schedule, with 1/12 vesting quarterly beginning on March 1, 2025, subject to his continued service with us. (16) Dr. Perkins was granted a RSU award settleable for 519,305 shares of Class A common stock on April 11, 2022 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/4 vesting on May 15, 2023 and 1/16 of the total award vests quarterly thereafter, subject to her continued service with us. (17) Dr. Perkins was granted a RSU award settleable for 316,742 shares of Class A common stock on May 1, 2023 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/16 vesting on May 15, 2023 and 1/16 of the total award vests quarterly thereafter, subject to her continued service with us. (18) Dr. Perkins was granted a RSU award settleable for 95,420 shares of Class A common stock on March 26, 2024 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/16 vesting on May 15, 2024 and 1/16 of the total award vests quarterly thereafter, subject to her continued service with us. (19) Dr. Perkins was granted a RSU award settleable for 313,153 shares of Class A common stock on February 17, 2025 pursuant to the 2021 Plan. The award has a three-year vesting schedule, with 1/12 vesting quarterly beginning on March 1, 2025, subject to her continued service with us.
STOCK VESTED IN 2025
STOCK VESTED IN 2025 The following table presents information concerning the aggregate number of shares of our common stock for which awards vested during 2025 for each of the NEOs. No options were exercised during 2025 by any of our NEOs. Value realized on vesting of stock awards is based on the fair market value of our Class A common stock on the vesting date multiplied by the number of shares vested, which includes the value of any shares that were withheld or sold at the time of vesting to satisfy tax withholding requirements and does not necessarily reflect the proceeds received by the NEO.
STOCK VESTED IN 2025
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Adam Goldstein(1) | 435,038 | 4,305,711 | | Priya Gupta(2) | 89,141 | 898,076 | | Eric Lentell | 462,488 | 4,284,538 | | Thomas Muniz | 736,651 | 6,907,881 | | Tosha Perkins | 400,864 | 3,730,635 | | Mark Mesler(3) | 578,328 | 5,786,475 |
STOCK VESTED IN 2025
(1) Mr. Goldstein has elected to defer the settlement of these shares as provided in his deferral election. (2) In October 2025, the compensation committee approved a modification to Ms. Gupta’s RSU award granted on August 15, 2022. The award, originally scheduled to vest 1/4th on August 15, 2023 and then 1/16th thereafter through May 2026, was modified such that the award was vested 1/16th on August 15, 2023, 1/8th quarterly thereafter until May 15, 2025 with all remaining amounts vesting in August 2025. (3) Mr. Mesler stepped down as Chief Financial Officer effective July 7, 2025. The number of shares and value realized on vesting include shares that were withheld or sold at the time of vesting to satisfy tax withholding requirements.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Adam Goldstein. In September 2021, we entered into an employment agreement with Mr. Goldstein substantially on the terms set forth below in connection with the Closing of the Business Combination. Pursuant to the terms of his agreement, Mr. Goldstein is eligible for the following severance for a termination without “cause” or resignation for “good reason” (as defined in his employment agreement) not in connection with a change in control: — 24 months of base salary at time of termination paid in accordance with our normal payroll practices; — a lump sum cash payment equal to two times the target annual bonus; — a lump sum payment equal to 24 months of COBRA premiums; and — 24-month accelerated vesting of any equity awards subject only to a service-based vesting schedule. For a termination without cause or resignation for good reason in the period starting three months prior to and ending 18 months following a change in control, Mr. Goldstein will each be eligible for the following severance package: — 24 months of base salary at time of termination paid in a lump sum; — a lump sum cash payment equal to two times the target annual bonus; — a lump sum payment equal to 24 months of COBRA premiums; and — 100% accelerated vesting of any equity awards subject only to a service-based vesting schedule. As a condition of receiving the severance benefits, Mr. Goldstein must execute a general release of claims in favor of Archer and allow it to become effective and comply with all applicable agreements including but not limited to, our form of confidentiality and invention assignment agreement. In addition, with respect to Mr. Goldstein’s 2021 performance-based RSU award, in the event that Mr. Goldstein’s employment is terminated by us without cause or Mr. Goldstein resigns his employment for good reason, then his 2021 performance-based RSU award will remain outstanding and eligible to vest for a period of 15 months post-termination. In addition, with respect to Mr. Goldstein’s 2024 and 2025 performance-based RSU awards, such awards are eligible for vesting acceleration and/or continued vesting following a qualifying termination of employment as described above in the Section labelled “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Equity Awards—Performance-Based RSUs.” Other Executive Officers. In February 2022, we entered into Change in Control and Severance Agreements with each of our then-current executive officers (excluding Adam Goldstein, whose change in control and severance arrangements are provided separately in his employment agreement and as described above) (the “Eligible Executive Officers”). Each such Change in Control and Severance Agreement has a three-year term and is subject to automatic renewal unless the Company provides notice (at least three months in advance) that it will not renew. In the event of a termination of employment without cause or a resignation of employment for good reason then, pursuant to the Change in Control and Severance Agreements, each of the Eligible Executive Officers is entitled to: (i) an amount equal to 12 months of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum; (ii) a pro rata payment of his or her then-current annual bonus to the extent earned, and (iii) to the extent that her or she timely elects to receive continued coverage under our group-healthcare plans, a lump sum cash payment in an amount equal to the full amount of his or her COBRA premiums for the same period as he or she is entitled to severance. In addition, each Eligible Executive Officer’s outstanding equity awards will become vested and exercisable, as applicable, as if he or she had completed an additional 12 months of service, excluding awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria. In the event a qualifying termination occurs within 18 months following a “change in control” or subject to additional conditions, within three months preceding a “change in control”, each Eligible Executive Officer is entitled to: (i) an amount equal to 12 months of his or her base salary and 100% of his or her target bonus at the rate in effect immediately prior to such termination, payable in a cash lump-sum; and (ii) a pro rata payment of his or her then-current target bonus based on the actual period of service during the bonus period. In addition, each Eligible Executive Officer’s outstanding equity awards will become vested and exercisable, as applicable, with respect to 100% of the then-unvested shares, excluding awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria. The Eligible Executive Officer will also be entitled to continuation of COBRA benefits as set forth above. All such severance payments and benefits are subject to each Eligible Executive Officer’s execution of a general release of claims against us. No executive officer is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and Internal Revenue Code Section 4999. In addition, with respect to the outstanding portions of our NEO’s 2024 and 2025 performance-based RSU awards, such awards are eligible for vesting acceleration and/or continued vesting following a qualifying termination of employment as described above in the Section labelled “Compensation Discussion and Analysis-Elements of Our Compensation Program-Long-Term Equity Awards-Performance-Based RSUs.” Effective April 17, 2026, Dr. Perkins transitioned from her role as Chief Administrative Officer to serve as a senior advisor to us. In connection with such transition, we entered into a transition and services agreement (the “Perkins Transition Agreement”) with Dr. Perkins. Pursuant to the Perkins Transition Agreement, Dr. Perkins will continue to provide us with certain transition services during which certain of her outstanding restricted stock unit awards will continue to vest on their original schedules. The foregoing description of the Perkins Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Perkins Transition Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the three months ending June 30, 2026. Mark Mesler. Mr. Mesler served as our Chief Financial Officer until July 7, 2025. In connection with his departure, on July 8, 2025, we entered into a transition agreement with Mr. Mesler (the “Mesler Transition Agreement”) that provided for the terms of his separation from the Company. Pursuant to the Mesler Transition Agreement, we agreed to provide Mr. Mesler with the following transition benefits: — a one-time cash payment of $437,500, representing nine months of his base salary and three months of his target cash bonus, payable within 30 days of the effective date of the agreement; — accelerated vesting of 308,830 unvested restricted stock units, which vested on the first business day following the effective date of the agreement; and — reimbursement of up to two months of COBRA premiums. These payment and benefits under the Mesler Transition Agreement were conditioned upon Mr. Mesler’s release of all claims against the Company and its affiliates and acknowledged that the transition benefits fully satisfied all severance and other separation benefit obligations for which he was or could be eligible pursuant to his employment agreements with the Company, including his offer letter agreement dated January 16, 2022 and his Change in Control and Severance Agreement dated April 26, 2022.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table sets forth the estimated payments and benefits that would be received by each of the NEOs upon a qualifying termination unrelated to a change in control or upon a qualifying termination in connection with a change in control of the Company. This table reflects amounts payable to each NEO, except Mr. Mesler, assuming his or her employment was terminated on December 31, 2025, and/or the change in control also occurred on that date. The table reflects amounts paid to Mr. Mesler as of December 31, 2025, in connection with his departure from the Company, as described above.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Named Executive Officer | Cash Severance ($) | Payment for Continued Health Insurance Coverage ($) | Value from Acceleration of Unvested Equity Awards ($) | Total ($) | | Adam Goldstein | | | | | | Upon qualifying termination – no change in control | 3,000,000 | 83,182 | 4,625,951 | 7,709,133 | | Upon qualifying termination – change in control | 3,000,000 | 83,182 | 5,077,436 | 8,160,619 | | Mark Mesler | | | | | | Upon qualifying termination – no change in control | 437,500 | — | 2,322,402 | 2,759,902 | | Priya Gupta | | | | | | Upon qualifying termination – no change in control | 469,000 | — | — | 469,000 | | Upon qualifying termination – change in control | 595,750 | — | — | 595,750 | | Thomas Muniz | | | | | | Upon qualifying termination – no change in control | 1,050,000 | 30,149 | 5,054,207 | 6,134,356 | | Upon qualifying termination – change in control | 1,400,000 | 30,149 | 7,549,313 | 8,979,462 | | Eric Lentell | | | | | | Upon qualifying termination – no change in control | 825,000 | 41,591 | 2,629,721 | 3,496,313 | | Upon qualifying termination – change in control | 1,100,000 | 41,591 | 3,435,565 | 4,577,156 | | Tosha Perkins | | | | | | Upon qualifying termination – no change in control | 825,000 | 30,342 | 2,434,931 | 3,290,273 | | Upon qualifying termination – change in control | 1,100,000 | 30,342 | 3,280,826 | 4,411,168 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) Mr. Goldstein’s offer letter provides that the unvested portion of his Founder Grant will remain outstanding and eligible to vest for a period of 15 months post-termination. (2) The value reported for Mr. Goldstein as realized from accelerated unvested equity awards includes $4,258,862 in respect of 566,338 vested deferred stock units which would automatically settle upon Mr. Goldstein’s separation from service, in addition to unvested RSUs for which vesting would become accelerated pursuant to the terms of Mr. Goldstein’s employment. (3) Mr. Mesler stepped down as Chief Financial Officer effective July 7, 2025. Pursuant to the Mesler Transition Agreement, Mr. Mesler received a one-time cash payment equal to nine months of his base salary plus three months of his target annual bonus and accelerated vesting of certain of his outstanding time-based RSUs scheduled to vest over the same period. See “— Mark Mesler” above for a description of the transition benefits Mr. Mesler received in connection with his departure from the Company. (4) Ms. Gupta has served as Acting Chief Financial Officer since September 2024. Ms. Gupta is not a party to a Change in Control and Severance Agreement with the Company.
CEO PAY RATIO
CEO PAY RATIO In accordance with the requirements of Section 953(b) of Dodd-Frank and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information: — For 2025, the annual total compensation of the median employee of all our employees, excluding our CEO’s compensation, was $265,270. — The annual total compensation of our CEO in 2025 consisted of his base salary of $750,000, his performance-based cash bonus of $750,000 and the grant date fair value of $9,897,947 for the equity awards he received in 2024 as discussed in detail above. The components of his 2025 annual compensation totaled $11,397,947. — The ratio of our CEO’s annual total compensation in 2025 when compared to the median employee’s annual total compensation in 2025 was 43 to 1. To determine the median employee compensation, we analyzed all of the Company’s employees, excluding CEO, as of December 31, 2025. We annualized wages and salaries for employees who were not employed for the full year. We used base salary, target bonus and the grant date fair value of equity awards made in 2025 then ranking the sum of these totals from highest to lowest as the consistently applied compensation measure used to determine the median employee. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual total compensation of our named executive officers in the Summary Compensation Table on page . SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our other named executive officers (“Non-PEO NEOs”) and company performance for the fiscal years listed below. Our compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The amounts shown for “Compensation Actually Paid” (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers for any of the periods listed. These amounts reflect Summary Compensation Table (“SCT”) compensation with certain adjustments as described in the following table and footnotes. The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the SCT in this proxy statement and the prior year’s proxy statement, the CAP to our PEO and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the S&P Aerospace & Defense Index, our net loss, and our Company-Selected Measure, relative TSR percentile against the S&P 600 Index, which is the peer group used to determine performance for our NEOs’ PSU grants. The majority of our NEOs’ target annual total compensation is variable in nature and “at-risk” and linked to our performance towards achieving key goals set by our compensation committee that are aligned with our stockholders’ interests.
PAY VERSUS PERFORMANCE
| | PEO 1 | Average for Other NEOs | | | ($) | ($) | | SCT Total | 11,397,947 | 4,062,181 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (9,897,947) | (2,787,056) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 5,386,643 | 1,446,113 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (36,451,377) | (655,671) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 531,354 | 514,313 | | + 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 | (2,077,609) | 498,531 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (912,249) | | Compensation Actually Paid | (31,110,989) | 2,166,162 |
PAY VERSUS PERFORMANCE
(a) The fair values of the RSUs and PSUs included in the compensation actually paid to our PEO and the average compensation actually paid to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described above in footnote 1 to the “Summary Compensation Table—2025, 2024, and 2023” and footnote 1 to the “Grants of Plan-Based Awards” table, respectively. Any changes to the RSU and PSU grant date fair values (for 2025 grants) and from prior year-end values (for 2020 – 2024 grants) are based on an updated stock price valuation on the measurement dates and for the performance-based RSUs, include updated input variables for the Monte-Carlo model to estimate the probability of satisfying the performance objectives established for the applicable award. In 2025, the compensation actually paid to our NEOs is linked to Company performance through our 2025 Annual Bonus Plan and Long-Term Incentive Program, which are described in more detail in the CD&A. We do not currently use any financial performance measures to link executive compensation actually paid to Company performance. However, the most important performance measures used by the Company for NEOs’ 2025 compensation decisions are listed below. — Production objectives — Flight test program objectives — FAA certification objectives — Commercialization objectives — Financial discipline objectives — Relative TSR compared to the S&P 600 Index The chart below compares the compensation actually paid to the PEOs, the average of compensation actually paid to our remaining NEOs and the TSR performance of our stock price and the TSR performance of the disclosed peer group, the S&P Aerospace & Defense Select Industry Index. Changes in compensation actually paid is generally proportional to changes in our Class A common stock price since changes in the fair value of the NEOs’ equity awards are directly impacted by our stock price. Our stock price during the covered period has fluctuated significantly, much of which was driven by factors external to our business. Since equity awards comprise a significant portion of the total compensation of our NEOs, compensation actually paid inherently fluctuates with our TSR. The chart below sets forth the relationship between compensation actually paid to the PEOs, the average of compensation actually paid to our remaining NEOs and our net loss. We do not use net loss as a performance measure in our overall executive compensation program. The compensation actually paid to our NEOs is not aligned with our net loss, as shown below, primarily due to the significant portion of compensation actually paid to NEOs is equity awards, a result of which is much greater sensitivity of compensation actually paid to our Class A common stock price. The chart below sets forth the relationship between compensation actually paid to the PEOs, the average of compensation actually paid to our remaining NEOs and our company selected measure, annual relative TSR. Since our PSUs are based on relative TSR, relative TSR percentile directly impacts the fair value of outstanding PSU grants to the NEOs. Higher relative TSR percentile increases the fair value of the outstanding PSUs and conversely lower relative TSR percentile decreases the fair value of outstanding PSUs. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

DEF 14A of Archer Aviation Inc.

GOVERNANCE HIGHLIGHTS

GOVERNANCE HIGHLIGHTS

GOVERNANCE HIGHLIGHTS

NON-EMPLOYEE DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION

INFORMATION ABOUT OUR BOARD AND NOMINEES

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Limitation of Personal Liability of Directors and Officers and Controlling Stockholders

Considerations by Directors Permitted by Statute

Business Opportunities

Indemnification of Directors and Officers

Interests of Directors and Executive Officers

Interests of Directors and Executive Officers

Interests of Directors and Executive Officers

Interests of Directors and Executive Officers

EXECUTIVE COMPENSATION HIGHLIGHTS

COMPENSATION PHILOSOPHY AND OBJECTIVES

NON-BINDING ADVISORY SAY ON PAY VOTE AND COMPENSATION PROGRAM ENHANCEMENTS

COMPENSATION GOVERNANCE POLICIES AND PRACTICES

COMPENSATION GOVERNANCE POLICIES AND PRACTICES

ROLES OF THE COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT

Role of Independent Compensation Consultant

Use of Competitive Market Data

Use of Competitive Market Data

Use of Competitive Market Data

Pay Determinations

ELEMENTS OF OUR COMPENSATION PROGRAM

2025 Performance-based Annual Cash Bonus Plan and Achievement

2025 Performance-based Annual Cash Bonus Plan and Achievement

2025 Performance-based Annual Cash Bonus Plan and Achievement

2025 Performance-based Annual Cash Bonus Plan and Achievement

2025 Performance-based Annual Cash Bonus Plan and Achievement

2025 Performance-based Annual Cash Bonus Plan and Achievement

2025 Performance-based Annual Cash Bonus Plan and Achievement

Long-term Equity Awards

Long-term Equity Awards

Long-term Equity Awards

Long-term Equity Awards

Long-term Equity Awards

Long-term Equity Awards

Long-term Equity Awards

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

EQUITY GRANTING POLICY

Accounting Treatment

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS IN 2025

GRANTS OF PLAN-BASED AWARDS IN 2025

GRANTS OF PLAN-BASED AWARDS IN 2025

OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END

OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END

OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END

STOCK VESTED IN 2025

STOCK VESTED IN 2025

STOCK VESTED IN 2025

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

CEO PAY RATIO

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE