DEF 14A of Aeva Technologies, Inc.
Filed Apr 29, 2024 · FY20230001140361-24-022969
PROPOSAL 1: ELECT CLASS III DIRECTORS
PROPOSAL 1: ELECT CLASS III DIRECTORS Our business and affairs are managed under the direction of our Board. As of the date of this Proxy Statement, our Board consists of seven directors. Our Second Amended and Restated Certificate of Incorporation (as amended, our “Certificate of Incorporation”) provides that, subject to the right of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our Board will be elected each year. Our Board has nominated Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle for election as Class III Directors with a three-year term expiring at the 2027 Annual Meeting. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle. If, for any reason, at the time of election any nominee named should decline or be unable to accept his nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that the nominees will be unable to serve as a director. The following biographical information is furnished as to each nominee for election as a director, and each of our directors, as of April 29, 2024.
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2024 Annual Meeting of Stockholders
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2024 Annual Meeting of Stockholders Soroush Salehian Dardashti, 35. Soroush Salehian Dardashti serves as the Company’s Chief Executive Offer and is a member of the Board. Mr. Salehian co-founded Aeva with Mr. Rezk in December 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since that time. From February 2012 to November 2016, Mr. Salehian worked at Apple as a Manager, Product Development where he led teams developing consumer products and sensing systems. Mr. Salehian holds a Bachelor of Science in Mechanical Engineering from Stanford University. We believe Mr. Salehian is well-qualified to serve on our Board of Directors due to his technical and operational expertise gained from serving as Chief Executive Officer and Co-Founder of Aeva and his professional and educational experience in high-technology manufacturing industries. Mina Rezk, 39. Mina Rezk serves as the President, Chief Technology Officer, and Chairman of the Board of Directors of the Company. Mr. Rezk co-founded Aeva with Mr. Salehian in December 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since that time. Mr. Rezk became Chair of the Board of Directors in 2021. From January 2015 to November 2016, Mr. Rezk served as Sensing Engineering Manager - Special Projects Group at Apple. Before that, Mr. Rezk served in various roles, including as Hardware Development Manager, at Nikon Metrology from February 2004 to February 2015. Mr. Rezk has over 17 years of experience developing sensor fusion systems for the automotive and aerospace industries. Mr. Rezk holds Bachelor of Science and Master of Science degrees in Electrical Engineering from George Mason University. We believe Mr. Rezk is well-qualified to serve on our Board of Directors due to his technical and manufacturing expertise gained from serving as the Chief Technology Officer of Aeva and over 17 years of experience in the technology industry. Christopher Eberle, 44. Christopher Eberle has served as a Director of the Company since November 2022. Mr. Eberle has served as Global Head of Semiconductor and Hardware Investments at Sylebra Capital Limited (“Sylebra”), a global investment manager operating in the technology, media and telecommunications space, since July 2020. Mr. Eberle’s principal responsibilities at Sylebra include managing investments across the global semiconductor, semiconductor capital equipment, and global semiconductor supply chain. Prior to joining Sylebra, Mr. Eberle served as a senior equity research analyst at Instinet, LLC, the independent equity trading arm of Nomura Group, from August 2017 until July 2020. He served as a portfolio manager focused on the global technology space at Folger Hill Asset Management from January 2015 to August 2017. Mr. Eberle received a Bachelor of Science in Finance from Canisius College in 2003, and a Master’s of Science in Finance from DePaul University Driehaus College of Business in 2008. We believe Mr. Eberle is well-qualified to serve as Sylebra’s designee on our Board based on his business and management experience as well as his extensive experience in the technology, media and telecommunications industries.
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”)
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) Erin L. Polek, 49. Erin Polek has served as a Director of the Company since November 2022. Ms. Polek has been working part-time at Qualcomm Incorporated (“Qualcomm”), a global leader in the development of foundational technologies used in mobile devices and other wireless products, providing guidance and leadership in preparing for regulatory reporting over ESG data in anticipation of the proposed regulations from the SEC and the issued CSRD regulations in the EU since December 2022. Prior to such time, Ms. Polek was Senior Vice President, Corporate Controller and Chief Accounting Officer of Qualcomm from December 2018 through December 2022. Ms. Polek’s principal responsibilities at Qualcomm included the oversight of the global accounting department and external financial reporting and related compliance. She joined Qualcomm in February 2006 and has held a variety of leadership positions. Prior to joining Qualcomm, Ms. Polek was a Manager at PricewaterhouseCoopers LLP. She received a Bachelor of Science in Business Administration, with an emphasis in Accounting from San Diego State University. We believe Ms. Polek is well-qualified to serve as one of our directors based on her extensive leadership, accounting, compliance and business experience. Stefan Sommer, PhD, 61. Dr. Stefan Sommer has served as a Director of the Company since November 2023. Dr. Sommer began his professional career as a development engineer at ITT Teves. In 1997, Dr. Sommer moved to Continental Automotive Systems as director of Electronics & Sensor Development. After holding several positions within the Continental Group, Dr. Sommer joined ZF Sachs AG in 2008 as a member of the Board of Management for the Chassis Systems Division. In 2010, Dr. Sommer was appointed to the central Board of Management of ZF AG, where he assumed responsibility for the Materials Management business. From 2012 through December 2017 he served as Chief Executive Officer of ZF AG. Dr. Sommer was a member of the Board of Management of Volkswagen AG with responsibility for the Components and Procurement business from September 2018 to June 2020. He has served as a member of the Supervisory Board at Knorr-Bremse AG, a global leader in safety technology for the automotive and rail industries, since 2021. He has served as chair of the Board of Directors of JOST Werke SE since 2022. He has served as a Member of the Managing Board of the GÜNTHER Group, a company that makes injection systems for the plastics and silicone processing industry, with responsibility for GÜNTHER Heisskanaltechnik GmbH and its subsidiaries since January 2023. Dr. Sommer studied Mechanical Engineering and earned his Engineering Doctorate from Ruhr University Bochum. We believe Dr. Sommer is well-qualified to serve as one of our directors based on his extensive executive leadership experience with leading organizations in the automotive industry, including component manufacturers.
Board Committees
| • | recommendations to our Board of Directors regarding the compensation of our directors; and |
Submission of Stockholder Proposals and Board Nominees
Submission of Stockholder Proposals and Board Nominees If you would like to include a proposal for stockholder consideration in our 2025 proxy statement or bring business before our 2025 Annual Meeting, you must send notice to Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section describes the compensation program for our named executive officers and directors.
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years ended December 31, 2023 and 2022 for each of our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Stock Awards ($)(1) | All other compensation ($) | Total ($) | | Soroush Salehian Dardashti Chief Executive Officer | 2023 | 572,000 | 858,000 | — | 6,172,060 | 11,250(2) | 7,613,310 | | | 2022 | 550,000 | 495,000 | — | — | 11,300(2) | 1,056,300 | | Mina Rezk President & Chief Technology Officer | 2023 | 572,000 | 858,000 | — | 4,114,706 | 379,542(3) | 5,924,248 | | | 2022 | 550,000 | 495,000 | — | — | 163,275(3) | 1,208,275 | | Saurabh Sinha Chief Financial Officer | 2023 | 468,000 | 702,000 | — | 1,432,000 | 6,750(4) | 2,608,750 | | | 2022 | 450,000 | 263,250 | 1,065,823 | — | 5,550(4) | 1,784,623 |
Summary Compensation Table
| 1) | This amount reflects our aggregate accounting expense for restricted stock units and does not represent the actual economic value that may be realized by the named executive officer. There can be no assurance that the amount will ever be realized. The amount reported in this column reflects the aggregate grant date fair value for financial statement reporting purposes of restricted stock units granted during the year ended December 31, 2023, as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”). For the assumptions used in valuing the award, please see Note 13 of the company’s consolidated financial statements for the year ended December 31, 2023. The maximum outcome of performance conditions under the performance-related component as of the grant date for each of Mr. Dardashti and Mr. Rezk is $7,372,060 and $4,914,706, respectively. |
Summary Compensation Table
| 2) | Amount shown for 2023 reflects a 401(k) plan matching contribution in the amount of $11,250. Amount shown for 2022 reflects a $1,050 meal allowance and a 401(k) plan matching contribution in the amount of $10,250. |
Summary Compensation Table
| 3) | Amount shown for 2023 reflects $130,000 in moving expenses, $150,000 in relocation stipend pursuant to the CTO Employment Agreement, $29,170 in housing and living expenses, $59,122 in Company paid airfare and $11,250 in 401(k) matching contributions. Amount shown for 2022 reflects $57,175 in housing and living expenses, $95,250 in Company paid airfare, $1,050 in meal allowance and $10,250 in 401(k) matching contributions. |
Summary Compensation Table
| 4) | Amount shown for 2023 reflects a 401(k) plan matching contribution in the amount of $6,750. Amount shown for 2022 reflects a $1,050 meal allowance and a 401(k) plan matching contribution in the amount of $4,500. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2023 as adjusted for the 1-for-5 reverse stock split that was effected on March 18, 2024 (the “Reverse Stock Split”).
Outstanding Equity Awards at Fiscal Year End
| Name | Grant Date | Option Awards(1) | | Option Exercise Price ($) | Option Expiration Date | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Number Of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Soroush Salehian Dardashti | 5/4/2023 | — | — | — | — | 1,687,500 | 6,395,624 | | | 1/23/2020 | 355,128 | 7,556 | 2.7380 | 1/23/2030 | — | — | | | 2/6/2019 | 376,092 | — | 1.3110 | 6/2/2029 | — | — | | Mina Rezk | 5/4/2023 | — | — | — | — | 1,125,000 | 4,263,749 | | | 1/23/2020 | 660,264 | 14,048 | 2.7380 | 1/23/2030 | — | — | | | 2/6/2019 | 699,240 | — | 1.3110 | 6/2/2029 | — | — | | Saurabh Sinha | 5/4/2023 | — | — | — | — | 80,000 | 303,200 | | | 1/4/2023 | — | — | — | — | 140,000 | 530,600 | | | 5/26/2022 | 70,450 | 76,550 | 14.60 | 5/26/2032 | — | — | | | 11/18/2020(2) | — | — | — | — | 56,169 | 212,881 |
Outstanding Equity Awards at Fiscal Year End
| 1) | Shares subject to the stock option vest in 48 equal installments on each monthly anniversary of the grant date, subject to accelerated vesting upon a termination of employment with the Company without “cause” or a resignation for “good reason” (each such term as defined in the applicable award agreement) that occurs in connection with or 12 months after the closing of a Business Combination (as defined in the applicable employment agreement). |
Outstanding Equity Awards at Fiscal Year End
| 2) | The restricted stock unit award to Mr. Sinha became eligible to vest only in the event a certain business combination was successfully completed, which occurred in connection with the completion of the deSPAC transaction. With respect to 172,831 of the shares subject to the restricted stock unit award, 25% of such shares vested on September 28, 2021, and the remaining 75% of such underlying shares vest in six equal semi-annual installments thereafter and with respect to 34,565 of the shares subject to the restricted stock unit award, 25% of such shares vested on March 12, 2022 and the remaining 75% of such underlying shares will vest in six equal semi-annual installments thereafter; however all of the shares subject to the restricted stock unit award will vest upon the termination of the recipient’s service to the company without cause (as defined in the 2016 Plan) or by Mr. Sinha for good reason (as defined in the recipient’s applicable employment agreement) within 12 months following a change in control. |
Outstanding Equity Awards at Fiscal Year End
| 3) | The market value is based on the $3.79 fair market value of our common stock on December 30, 2023, the closing selling price of our common stock on such date. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Each outstanding equity award held by our named executive officers provides that such award will vest on an accelerated basis in the event the executive officer’s service relationship is terminated by the company without “cause” or in the event the executive officer resigns for “good reason” (each such term as defined in the applicable award agreement) in connection with or 12 months after a change in control.
Director Compensation
Director Compensation In September 2022, the Compensation Committee, comprised solely of independent directors, recommended to the Board for approval a compensation policy for non-employee directors (the “Director Compensation Policy”) after consideration of market data and based on the recommendation of its independent compensation consultant. Our Board approved the Director Compensation Policy was effective November 11, 2022. The Director Compensation Policy consists of the following:
Director Compensation
| • | a $50,000 annual cash retainer; |
Director Compensation
| • | an additional $10,000 cash retainer for service on each committee; and |
Director Compensation
| • | $150,000 annual RSU grant in connection with the annual meeting and vesting on the first anniversary of the grant date (subject to continued service) or upon a change of control (non U.S. resident directors will receive $150,000 in cash in lieu of such RSU grant). |
Director Compensation
In addition, non-employee directors are reimbursed for reasonable out-of-pocket expenses. The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Shahin Farshchi | $80,000 | $150,000 | $210,000 | | Hrach Simonian | 80,000 | 150,000 | 230,000 | | Erin L. Polek | 60,000 | 150,000 | 150,000 | | Stefan Sommer | 26,000 | — | 26,000 | | Stephen Zadesky | 50,000 | 150,000 | 200,000 | | Christopher Eberle | 60,000 | 150,000 | 210,000 |
Pay versus Performance Information
Pay versus Performance Information In accordance with rules adopted by the SEC pursuant to Dodd-Frank, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay versus Performance Information
| Year | Summary Compensation Table Total for Soroush Salehian Dardashti(1) ($) | Compensation Actually Paid to Soroush Salehian Dardashti(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Net Income ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | 7,613,310 | 4,893,052 | 3,813,353 | 4,222,353 | 5.21 | (149) | | 2022 | 1,056,300 | (3,736,128) | 1,496,649 | (5,522,762) | 9.35 | (147) | | 2021 | 2,013,300 | (7,334,216) | 1,620,939 | (10,655,305) | 51.99 | (102) |
Pay versus Performance Information
| 1. | Soroush Salehian Dardashti was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay versus Performance Information
| 2021 | 2022 | 2023 | | Mina Rezk | Mina Rezk | Mina Rezk | | Saurabh Sinha | Saurabh Sinha | Saurabh Sinha |
Pay versus Performance Information
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay versus Performance Information
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Pay versus Performance Information
| Year | Summary Compensation Table Total for Soroush Salehian Dardashti ($) | Exclusion of Stock Awards and Option Awards for Soroush Salehian Dardashti ($) | Inclusion of Equity Values for Soroush Salehian Dardashti ($) | Compensation Actually Paid to Soroush Salehian Dardashti ($) | | 2023 | 7,613,310 | (6,172,060) | 3,451,802 | 4,893,052 | | 2022 | 1,056,300 | — | (4,792,428) | (3,736,128) | | 2021 | 2,013,300 | — | (9,347,516) | (7,334,216) |
Pay versus Performance Information
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,222,353 | (2,773,353) | 1,359,937 | 2,808,937 | | 2022 | 1,496,649 | (532,912) | (6,486,499) | (5,522,762) | | 2021 | 1,620,939 | — | (12,276,244) | (10,655,305) |
Pay versus Performance Information
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay versus Performance Information
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Soroush Salehian Dardashti ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Soroush Salehian Dardashti ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Soroush Salehian Dardashti ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Soroush Salehian Dardashti ($) | Total - Inclusion of Equity Values for PEO 1 ($) | | 2023 | 3,328,597 | (22,146) | 237,679 | (92,328) | 3,451,802 | | 2022 | — | (2,997,317) | — | (1,795,111) | (4,792,428) | | 2021 | — | (6,575,075) | — | (2,772,441) | (9,347,516) |
Pay versus Performance Information
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,526,268 | (165,161) | 141,726 | (142,896) | 1,359,937 | | 2022 | 134,187 | (4,460,626) | 104,645 | (2,264,705) | (6,486,499) | | 2021 | — | (8,977,360) | — | (3,298,884) | (12,276,244) |
Pay versus Performance Information
| 4. | The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2020 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the two most recently completed fiscal years.
Are all of the Company’s directors standing for election at the 2024 Annual Meeting?
Are all of the Company’s directors standing for election at the 2024 Annual Meeting? No, only the Board-nominated Class III directors are standing for election at this time. Our Class I directors will stand for election at the 2025 Annual Meeting and our Class II directors will stand for election at the 2026 Annual Meeting.