DEF 14A of Archer Aviation Inc., Apr 29, 2024

DEF 14A of Archer Aviation Inc.

Filed Apr 29, 2024 · FY20230001140361-24-023060

Open on EDGAR

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    | – | engagement by our compensation committee of an independent compensation consultant; |

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    | – | benchmarking; |

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    | – | “double-trigger” change in control arrangements. |

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    We structured the annual compensation of our executive officers for our fiscal year ended December 31, 2023 (“Fiscal 2023”), including our named executive officers, using three principal elements: base salary, annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards. Our primary goals are to align the interests of executive officers and stockholders and link pay to performance.

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    | – | reviewing and recommending to our board of directors the compensation of our non-employee directors; |

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    | – | reviewing and approving the selection of our peer companies for compensation assessment purposes; |

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    | – | administering our equity incentive compensation plans; |

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    | 2024 Proxy Statement | 18 |

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    | – | reviewing our compensation-related risk exposures and management’s mitigation measures; |

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    | – | reviewing succession plans for senior management positions, including our CEO; |

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    | – | reviewing and approving, or making recommendations to our board of directors, with respect to, incentive compensation and equity plans; and |

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    | – | establishing our overall compensation philosophy. |

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    NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Our nominating and corporate governance committee is composed of Ms. Diaz, who is the chairperson of the nominating and corporate governance committee, and Ms. Pilarski and Mr. Spellacy. Each member of our nominating and corporate governance committee is independent under the current NYSE and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

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    | – | identifying and recommending candidates for membership on our board of directors; |

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    | – | recommending directors to serve on board committees; |

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    | – | advising the board on certain corporate governance matters; |

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    | – | developing policies regarding director nomination processes, if and as the committee determines it appropriate to have such policies; |

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    | – | establishing procedures for the receipt, retention and treatment of complaints received by us regarding violations of company policies or law, including the confidential and anonymous submission by our employees of concerns regarding any conduct that may violate company policies or law; |

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    | – | developing and overseeing any program relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters and related risks, controls, and procedures; and |

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    | – | overseeing the evaluation of our board of directors and its committees. |

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    OUR BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT Our board of directors, as a whole, has responsibility for overseeing our risk management process, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them. Each committee of our board of directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus, as described below. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. The audit committee reviews our processes and policies on risk identification, management and assessment in all areas of our business, with a focus on our policies and other matters relating to our investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of our cybersecurity and other information security policies and practices and the internal controls regarding information security, and the steps taken by management to monitor and mitigate or otherwise control these exposures and to identify future risks. The compensation committee reviews major compensation- and human capital-related risk exposures and the steps management has taken to monitor or mitigate such exposures. It also evaluates the efficacy of our compensation policy and strategy in achieving gender pay parity, positive social impact and attracting a diverse workforce. The nominating and corporate governance committee reviews and assesses risks relating to our corporate governance practices, reviews and assesses our performance, risks, controls, and procedures relating to corporate responsibility and sustainability, including ESG, reviews the independence of our board of directors, and reviews and discusses our board of directors’ leadership structure and role in risk oversight. Our board of directors also reviews strategic, operational, compliance and financial risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. The risk oversight responsibility of our board of directors and its committees is supported by management level committees.

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    | 2024 Proxy Statement | 19 |

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    Cybersecurity Risk Oversight. Securing the information of our employees, vendors, and other third parties is important to us. We have adopted certain physical, technological, and administrative controls on data security. While everyone at our company plays a part in managing these risks, oversight responsibility is shared by our board of directors, our audit committee, and management. Our Chief Information Officer reports cybersecurity risks to the audit committee on a quarterly basis. In addition, our management team updates the audit committee, as necessary, regarding any material cybersecurity threats or incidents, as well as any incidents with lesser impact potential. Key performance indicators and security metrics are shared with the audit committee and defined to measure the effectiveness of our cybersecurity controls and risk management efforts, current threat landscape, and annual strategy. We strategically partner with industry leading external vendors to perform cybersecurity assessments, as well as regular penetration testing to better understand our potential vulnerabilities, threat vectors, and impact on critical assets or operations. As part of these processes, our cybersecurity team identifies and prioritizes risks to devise our annual cybersecurity mitigation strategy and address operational risks. For additional information relating to our Cybersecurity Risk Oversight, please see the section titled “Cybersecurity” in our most recent Annual Report on Form 10-K for the year ended December 31, 2023. Management Succession Planning. Our board of directors recognizes that one of its most important duties is its oversight of succession planning for our CEO and other executive officers. Our board of directors has delegated primary oversight responsibility for succession planning for our CEO and our other executive officers to the nominating and corporate governance committee. Our board of directors continues to regularly evaluate its succession planning to ensure that we are well-positioned to continue to execute on our corporate strategy. Oversight of Corporate Strategy. Our board of directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, and risk management. At its regularly scheduled meetings and throughout the year, our board of directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. Our board of directors’ diverse skill set and experience enhances our board of directors’ ability to support management in the execution and evaluation of our corporate strategy. The independent members of our board of directors also hold regularly scheduled executive sessions at which strategy is discussed. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of our compensation committee during the last fiscal year (i.e., 2023) included Mr. Diaz, who is the chairperson of our compensation committee, Mr. Munoz and Ms. Pinelli. None of the members of our compensation committee during the last fiscal year have been an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under the Exchange Act, or Regulation S-K. During the last fiscal year, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee of any entity that has one or more executive officers who served on our board of directors or compensation committee. ANTI-HEDGING AND PLEDGING We have established an insider trading policy, which, among other things, prohibits all employees, including our officers, and non-employee directors from engaging in short sales or transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock, hedging or engaging in a similar transaction designed to decrease the risks associated with holding our securities, pledging any of our securities without prior approval from our General Counsel, and holding any of our securities in a margin account.

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    | 2024 Proxy Statement | 20 |

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    COMPENSATION RECOVERY POLICY Our board of directors determined that it is in the Company’s best interests to ensure that all performance-based cash compensation and equity awards reflect actual performance. Consistent with such determination, our board of directors has adopted a Compensation Recovery Policy, effective November 1, 2023, in accordance with Rule 10D-1 of the Exchange Act and The New York Stock Exchange listing standards (the “Compensation Recovery Policy”). Our Compensation Recovery Policy is administered by our compensation committee and enables the Company to recover from specified current and former Company’s executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under the federal securities laws. Our Compensation Recovery Policy covers current and former executive officers, including all officers for purposes of Section 16 of the Exchange Act and applies to their incentive-based cash compensation, that is granted, earned or vested based wholly or in part on the attainment of any Company financial reporting measure. If the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the compensation committee shall require any executive officer covered by our Compensation Recovery Policy to reimburse or forfeit to the Company the amount of incentive-based compensation received by such executive officer based on the financial statements prior to the restatement that exceeds the amount such executive officer would have received had the incentive-based compensation been determined based on the financial restatement. The compensation committee will not consider the executive officer’s responsibility or fault or lack thereof in enforcing our Compensation Recovery Policy to recoup the amount described above. In addition, if the compensation committee determines that the executive officer engaged in any fraud or intentional misconduct that materially contributes to or causes economic loss to the Company, this may be independently considered a triggering event for clawing back incentive compensation, and the Company will use reasonable efforts to recover from such executive officer up to 100% of the incentive-based compensation received by such executive officer. In addition, if the compensation committee determines that the executive officer engaged in any fraud or intentional misconduct that materially contributes to or causes economic loss to the Company, this may be independently considered a triggering event for clawing back incentive compensation, and the Company will use reasonable efforts to recover from such executive officer up to 100% of the incentive-based compensation received by such executive officer. BOARD AND COMMITTEE MEETINGS AND ATTENDANCE Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. In Fiscal 2023, our board of directors met six times, our audit committee met nine times, our compensation committee met seven times and our nominating and corporate governance committee met four times. Each member of our board of directors attended at least 75% of the aggregate of the meetings of the board of directors and committees on which he or she served. BOARD ATTENDANCE AT ANNUAL STOCKHOLDERS’ MEETING Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. Six members of our board of directors were present at our 2023 annual meeting of stockholders. COMMUNICATION WITH DIRECTORS Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our chairperson or Lead Independent Director, if any) may do so by letters addressed to the attention of our General Counsel.

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    | 2024 Proxy Statement | 21 |

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    All communications are reviewed by the General Counsel and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors. The address for these communications is: c/o Legal 190 W. Tasman Drive San Jose, California 95134 CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers, and employees, and we expect our agents and contractors to conform to the standards of our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics as well as our Corporate Governance Guidelines are posted on our investor relations website, which is located at investors.archer.com, by clicking on “Governance Documents” in the “Corporate Governance” section. We intend to satisfy the disclosure requirement under applicable SEC and stock exchange rules regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our investor relations website at the address and location specified above. CORPORATE SOCIAL RESPONSIBILITY AND OUR ESG ROADMAP We are committed to bringing about positive change in the world. We recognize this effort will take innovation, commitment, and a focus on understanding the communities in which we do business. It also means integrating our values in the products and services we bring to market, the way we bring those to life, and how we treat our employees, customers and the communities that surround us. We’re working to build a future that includes everyone and inspires us all to make a positive impact, together. Environmental. Since inception, our mission has been to advance the benefits of sustainable air mobility. We’re dedicated to creating an aircraft and an urban air mobility ecosystem that will help propel the world towards a zero-emissions future. We plan to improve the environment of the communities in which we operate in a number of ways, including by working to ensure that: we responsibly source and manufacture our aircraft, our aircraft emit zero emissions during operations, we use renewable energy at all Archer operated vertiports, we responsibly dispose of, and look to recycle, the batteries used in our aircraft, and we minimize the noise produced by our aircraft. In all of our work ahead, we’re planning to partner closely with the governmental authorities and communities in which we operate to make sure our environmental efforts are aligned. Social. At Archer, we recognize that together we can accomplish more than we can on our own. Working collaboratively, whether it’s across our employee base, with governmental authorities or the communities in which we plan to operate is critical for us to deliver on our mission. The complexity of our product and planned urban air mobility ecosystems demand that we bring together a wide range of skill sets and backgrounds. Therefore, we work to put people first - by designing an aircraft and ecosystem that will be accessible to the masses, creating an inclusive and diverse work environment, and respecting the human rights of everyone in the communities in which we do business. And, as a company that is building aircraft, safety is always first. We are dedicated to ensuring we are a force for positive change in the lives of our employees, future passengers, and the communities in which we will operate. We will grow together, achieve together and celebrate together.

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    | 2024 Proxy Statement | 22 |

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    Governance. We are long-term, mission-driven thinkers with an entrepreneurial spirit. We are not afraid to be bold, think creatively, and overcome obstacles. Throughout, our aim is to embed transparency and accountability at every level of our company. Our board of directors and governance structure helps foster principled actions, informed and effective decision-making, and appropriate monitoring of our compliance and performance. Our ESG efforts will continue to be centered around the core values that are foundational to the company we are building:

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    | – | Results; |

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    | – | Innovation; |

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    | – | Optimism; |

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    | – | Collaboration; and |

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    | – | Safety. |

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    You can learn more about those values at www.archer.com/mission. Information contained on our website is not incorporated by reference in, and does not constitute part of, this Proxy Statement.

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    | 2024 Proxy Statement | 23 |

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    NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS: NOMINATION TO THE BOARD OF DIRECTORS Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the committee’s charter, our amended and restated certificate of incorporation and amended and restated bylaws, and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The nominating and corporate governance committee will consider properly submitted stockholder recommendations for candidates for our board of directors who meet the qualifications as described above. The nominating and corporate governance committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth below, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the board of directors by complying with the procedures in our amended and restated bylaws. Submissions must include the full name of the proposed nominee, complete biographical information, the principal occupation or employment of the proposed nominee, other information specified in our bylaws, and a representation that the nominating stockholder is a beneficial or record holder of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the nominating and corporate governance committee, and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the nominating and corporate governance committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.” Additionally, in accordance with the Forward Purchase Agreement, dated January 3, 2023, by and between us and Stellantis N.V. (the “2023 Forward Purchase Agreement”), from and after the date of the 2023 Forward Purchase Agreement, Stellantis will maintain the right to nominate one individual for election to our board of directors as a Class II director at the Annual Meeting through the date of our annual meeting of stockholders to occur in 2026 (which initial designee was Barbara Pilarski, who currently serves as a Class II director on the board of directors and who was nominated by our board of directors for election at our 2023 annual meeting of stockholders) and, so long as Stellantis or its affiliates beneficially own shares of Class A common stock equal to at least 12.5% of our outstanding shares of Class A common stock, will have the right to continue to nominate one individual for election to the board of directors as a Class II director at our annual meeting of stockholders to occur in 2026 through the date of our annual meeting of stockholders in 2029. DIRECTOR QUALIFICATIONS; DIVERSITY With the goal of developing a diverse, experienced and highly qualified board of directors, the nominating and corporate governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise, and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess. We value diversity on a company-wide basis and seek to achieve a mix of board members that represents a diversity of background and experience, including with respect to age, gender, race, ethnicity, and occupation. Although the board of directors does not establish specific goals with respect to diversity, our board of directors’ overall diversity is a significant consideration in the director nomination process.

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    | 2024 Proxy Statement | 24 |

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    Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and the NYSE listing requirements and the provisions of our amended and restated certificate of incorporation, amended and restated bylaws and charters of the committees of our board of directors. When considering nominees, the nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating and corporate governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our board of directors’ overall effectiveness.

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    | 2024 Proxy Statement | 25 |

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    PROPOSAL NO. 1 - ELECTION OF DIRECTORS: Our board of directors has nominated Mr. Goldstein and Mr. Munoz for election as Class III directors at the Annual Meeting. Our board of directors currently consists of seven directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the two Class III nominees named below, each of whom is currently serving as a Class III director, be elected as a Class III director for a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes present and entitled to vote at the Annual Meeting, which means that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of each of the nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors. Each person nominated for election has agreed to serve if elected, and management and the board of directors have no reason to believe that either nominee will be unable to serve. If, however, prior to the Annual Meeting, the board of directors should learn that either nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the board of directors. Alternatively, the proxies, at the board of director’s discretion, may be voted for no nominees as a result of the inability of either nominee to serve. There are no family relationships among our directors and executive officers. NOMINEES TO OUR BOARD OF DIRECTORS The nominees and their ages, occupations, and length of service on our board of directors 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.

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    | NAME | AGE | POSITION | DIRECTOR SINCE | | Adam Goldstein | 44 | Founder, Chief Executive Officer and Director | September 2021 | | Oscar Munoz(1) | 65 | Director | September 2021 |

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    | (1) Member of the compensation committee |

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    | 2024 Proxy Statement | 26 |

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    | | ADAM GOLDSTEIN FOUNDER, CEO AND DIRECTOR AGE: 44 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 of directors. Prior to the closing of the business combination, Mr. Goldstein served as the President and Co-CEO of Legacy Archer and a member of the Legacy Archer board of directors since October 2018. 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 | | | OSCAR MUNOZ DIRECTOR AGE: 65 DIRECTOR SINCE: September 2021 COMMITTEES: Compensation | Mr. Munoz has served as a member of our board of directors 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 directors 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 directors 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 directors 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. |

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    CONTINUING DIRECTORS The following is biographical and certain other information for each of our continuing directors as of the Record Date.

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    | NAME | AGE | POSITION | CLASS | DIRECTOR SINCE | | Deborah Diaz(1)(2) | 66 | Director | Class I | September 2021 | | Fred M. Diaz(1)(3)(4) | 58 | Director | Class I | September 2021 | | Barbara Pilarski(5) | 60 | Director | Class II | January 2022 | | Maria Pinelli(6)(7) | 61 | Director | Class II | September 2021 | | Michael Spellacy(5) | 52 | Director | Class II | September 2021 |

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    | (1) Member of the audit committee |

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    | (2) Chairperson of the nominating and corporate governance committee |

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    | (3) Chairperson of the compensation committee |

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    | (4) Lead Independent Director |

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    | (5) Member of the nominating and corporate governance committee |

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    | (6) Chairperson of the audit committee |

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    | (7) Member of the compensation committee |

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    | | DEBORAH DIAZ DIRECTOR AGE: 66 DIRECTOR SINCE: September 2021 COMMITTEES: Nominating and Corporate Governance (Chair) Audit | Ms. Diaz has served as a member of our board of directors 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 directors of Section IO and on the advisory board of directors of Equinix and Intel Corporation. Ms. Diaz formerly served on the board of directors 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 – Canoo Inc. – Primis Financial Corp. |

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    | | FRED M. DIAZ LEAD INDEPENDENT DIRECTOR AGE: 58 DIRECTOR SINCE: September 2021 COMMITTEES: Compensation (Chair) Audit | Mr. Diaz has served as a member of our board of directors 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) |

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    | | BARBARA PILARSKI DIRECTOR AGE: 60 DIRECTOR SINCE: January 2022 COMMITTEES: Nominating and Corporate Governance | Ms. Pilarski has served as a member of our board of directors since January 2022. Ms. Pilarski currently serves as Global Head of Business Development at Stellantis, a position she has occupied since March 2021. 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. Mrs. Pilarski currently serves on the board of directors 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 |

  58. ITEMS OF BUSINESS

    | | MARIA PINELLI DIRECTOR AGE: 61 DIRECTOR SINCE: September 2021 COMMITTEES: Audit (Chair) Compensation | Ms. Pinelli has served as a member of our board of directors 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 based in the U.S. Southeast. 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 fluently on the 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 qualified public accountant 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. – International Game Technology PLC |

  59. ITEMS OF BUSINESS

    | | MICHAEL SPELLACY DIRECTOR AGE: 52 DIRECTOR SINCE: September 2021 COMMITTEES: Nominating and Corporate Governance | Mr. Spellacy has served as a member of our board of directors since September 2021. Mr. Spellacy has served as Managing Director of Alvarez & Marsal, LLC since June 2023. From October 2020 to June 2023, Mr. Spellacy served as CEO and director of Atlas Crest Investment Corporation. He served as a Senior Managing Director at Accenture plc (“Accenture”) from December 2017 to October 2020 and as Global Industry Leader of Accenture Capital Markets business overseeing Accenture’s Asset Management, Wealth Management and Investment and Trading businesses. Prior to Accenture, Mr. Spellacy was a Senior Partner, Asset and Wealth Management, at PricewaterhouseCoopers LLP from 2015 to 2017 and prior to that role, Mr. Spellacy was a Partner at Broadhaven Capital, an industry leading independent investment bank and private equity investor servicing the financial services and technology sectors from 2013 to 2015. Prior to Broadhaven, Mr. Spellacy was a Senior Executive, Management Committee Advisor at Bridgewater Associates, a widely recognized asset manager from 2009 to 2013. Prior to Bridgewater, Mr. Spellacy was a Partner and Managing Director at the Boston Consulting Group from 2003 to 2009 where he helped guide the firm’s global Alternative Investments Practice providing strategic business advisory services to global asset managers, sovereign wealth funds and asset owners. Mr. Spellacy’s extensive experience in technology and capital markets, as well as a public company director, qualifies him to serve on our board. SKILLS & EXPERIENCE Mr. Spellacy received his B.S. in Economics from the London School of Economics and MBA from the University of Hartford. We believe that Mr. Spellacy’s deep investing and capital markets expertise, along with his extensive management experience qualify him to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS – Enfusion, Inc. |

  60. ITEMS OF BUSINESS

    NON-EMPLOYEE DIRECTOR COMPENSATION The board of directors 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. Ms. Pilarski has agreed to waive her director compensation with respect to her service as a non-employee director until such time as she is no longer employed by Stellantis or any of its affiliates. Cash Compensation. Our non-employee directors receive a $140,000 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 November 2022, the board of directors approved an additional annual cash retainer for our Lead Independent Director of $50,000 for the period between February 2022 until the 2023 Annual Meeting date, and then a $30,000 annual cash retainer starting after the 2023 Annual Meeting for subsequent years. 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 Compensation. Our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director is entitled to receive equity awards under our 2021 Equity Incentive Plan (the “2021 Plan”) in the form of restricted stock units (“RSUs”).

  61. ITEMS OF BUSINESS

    | – | Initial Equity Grant. Each non-employee director appointed to our board of directors is granted an equity award, in the form of RSUs, on the date of their appointment to our board of directors 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 of directors 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 Corporation Transaction, or upon the applicable non-employee director’s death or Disability (as defined in the 2021 Plan). |

  62. ITEMS OF BUSINESS

    | – | Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our board of directors, and who will continue to serve on our board of directors 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 Corporation Transaction, or upon the applicable non-employee director’s death or Disability. |

  63. ITEMS OF BUSINESS

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Deborah Diaz | 158,000 | 200,593 | 358,593 | | Fred M. Diaz | 200,000 | 200,593 | 400,593 | | Oscar Munoz | 146,000 | 200,593 | 346,593 | | Barbara Pilarski (3) | — | — | — | | Maria Pinelli | 161,000 | 200,593 | 361,593 | | Michael Spellacy | 144,000 | 200,593 | 344,593 | | (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 10 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. These amounts do not reflect the actual economic value that may be realized by the non-employee director. | | | | | (3) Ms. Pilarski has agreed to waive her director compensation with respect to her service as a non-employee director until such time as she is no longer employed by Stellantis or any of its affiliates. | | | |

  64. ITEMS OF BUSINESS

    The following table 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 2023 and the aggregate number of unvested shares of our common stock underlying RSU awards held by each non-employee director as of December 31, 2023.

  65. ITEMS OF BUSINESS

    | NAME | NUMBER OF SHARES UNDERLYING RSUS GRANTED IN 2023 (1) | NUMBER OF SHARES UNDERLYING UNVESTED RSUS HELD AT FISCAL YEAR END | | Deborah Diaz | 59,347 | 59,347 | | Fred M. Diaz (2) | 59,347 | 59,347 | | Oscar Munoz (3) | 59,347 | 59,347 | | Barbara Pilarski | — | — | | Maria Pinelli | 59,347 | 59,347 | | Michael Spellacy | 59,347 | 59,347 | | (1) The shares of Class A common stock underlying these awards vest or have vested as to 59,347 shares of Class A common stock, in full on the earlier of June 23, 2024 and the date of the Annual Meeting. | | |

  66. SUBMITTED BY THE AUDIT COMMITTEE

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Adam Goldstein | 2023 | 600,000 | — | 393,750 | 10,000 | 1,003,750 | | Chief Executive Officer | 2022 | 600,000 | — | 600,000 | — | 1,200,000 | | | 2021 | 458,333 | 145,567,104 | 300,000 | — | 146,325,437 | | Thomas Muniz | 2023 | 650,000 | 4,669,000 | 318,500 | 15,150 | 5,652,650 | | Chief Technology Officer | 2022 | 650,000 | — | 320,125 | 10,250 | 980,375 | | Andy Missan (4) | 2023 | 500,000 | 734,842 | 343,000 | 25,000 | 1,602,842 | | Former Chief Legal Officer | 2022 | 500,000 | — | 344,750 | 7,089 | 851,839 | | (1) The amounts reported represent the grant date fair value of the RSUs granted to a NEO during 2023 and 2022, as applicable, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 10 in our Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. | | | | | | | | (2) The amounts represent the bonuses paid under our annual bonus plan. | | | | | | | | (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. Muniz, company contributions under its 401(k) plan of $11,250 and in 2023 and 2022, respectively and financial planning benefit of $3,900 in 2023 and (c) for Mr. Missan, company contributions under its 401(k) plan of $15,000 and $7,089 in 2023 and 2022, respectively, and financial planning benefit of $10,000 in 2023. | | | | | | | | (4) Mr. Missan transitioned from his former position as CLO to the role of senior advisor, effective as of March 28, 2024. | | | | | | |

  67. SUBMITTED BY THE AUDIT COMMITTEE

    | Year (1) | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($)(2) | Summary Compensation Table Total for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($)(2) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on Company Total Stockholder Return ($)(7) | Net Loss ($ millions)(8) | | 2023 | 1,003,750 | 27,950,070 | — | — | 3,627,746 | 11,188,491 | 101.66 | (458) | | 2022 | 1,200,000 | (45,146,083) | 4,846,372 | (46,473,291) | 4,426,452 | 1,965,114 | 30.96 | (317) | | (1) Adam Goldstein served as our Chief Executive Officer (PEO 1) for the entirety of the applicable years. Brett Adcock served as our co-Chief Executive Officer (PEO 2) for a portion of 2022. Our non-PEO NEOs were Mark Mesler and Tosha Perkins for 2022 and Tom Muniz and Andy Missan for 2023. | | | | | | | | | | (2) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts from the total compensation amount reported in the SCT for the PEOs and the Non-PEO NEOs as required by Item 402(v) of Regulation S-K, as set forth in the tables below. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our applicable Annual Report on Form 10-K and the footnotes to the SCT that appears in our applicable definitive proxy statement. | | | | | | | | | | | | | | | | | PEO 1 | | | | | | | | | | 2023 ($) | 2022 ($) | | SCT Total | | | | | | | 1,003,750 | 1,200,000 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | | | | — | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | | | | — | — | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | | | | 25,605,759 | (44,531,306) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | | | — | — | | + 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 | | | | | | | 1,340,561 | (1,814,777) | | - 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 | | | | | | | — | — | | Compensation Actually Paid | | | | | | | 27,950,070 | (45,146,083) | | | | | | | | | PEO 2 | | | | | | | | | | 2023 ($) | 2022 ($) | | SCT Total | | | | | | | — | 4,846,372 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | | | | — | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | | | | — | — | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | | | | — | (48,722,460) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | | | — | — | | + 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 | | | | | | | — | (2,597,203) | | - 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 | | | | | | | — | — | | Compensation Actually Paid | | | | | | | - | (46,473,291) | | | | | | | | | 2023 ($) | 2022 ($) | | SCT Total | | | | | | | 3,627,746 | 4,426,452 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | | | | (3,400,000) | (3,707,912) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | | | | 7,963,942 | 1,724,824 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | | | | 2,058,096 | (364,875) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | | | 171,606 | — | | + 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 | | | | | | | 767,101 | (113,375) | | - 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 | | | | | | | — | — | | Compensation Actually Paid | | | | | | | 11,188,491 | 1,965,114 | | (7) Represents value of initial $100 investment in Company stock on December 31, 2021, the last trading day prior to the earliest fiscal year shown in the table. | | | | | | | | | | (8) Represents the Company’s net loss reflected in the Company’s audited financial statements. | | | | | | | | |