DEF 14A of Archer Aviation Inc., Apr 30, 2025

DEF 14A of Archer Aviation Inc.

Filed Apr 30, 2025 · FY20240001140361-25-016681

Open on EDGAR

  1. GOVERNANCE HIGHLIGHTS

    GOVERNANCE HIGHLIGHTS We are committed to good corporate governance, which strengthens the accountability of our board of directors and promotes the long-term interests of our stockholders. Some highlights of our governance and independent board practices are listed below:

  2. GOVERNANCE HIGHLIGHTS

    | – | Single class of shares with equal voting rights. |

  3. GOVERNANCE HIGHLIGHTS

    | – | Majority of directors are independent (6 out of 7 current directors). |

  4. GOVERNANCE HIGHLIGHTS

    | – | Board of directors leadership structure with a Lead Independent Director that has been appointed by a majority of our independent directors. Our Lead Independent Director has well defined rights and responsibilities. |

  5. GOVERNANCE HIGHLIGHTS

    | – | All board committees are composed of independent directors. |

  6. GOVERNANCE HIGHLIGHTS

    | – | Independent directors conduct regular executive sessions. |

  7. GOVERNANCE HIGHLIGHTS

    | – | Board of directors has related party transaction standards for any direct or indirect involvement of a director in the Company’s business activities. |

  8. GOVERNANCE HIGHLIGHTS

    | – | Each director attended at least 75% of the meetings of the board of directors and committees on which he or she served in 2024. |

  9. GOVERNANCE HIGHLIGHTS

    | – | None of our directors are considered “overboarded.” |

  10. GOVERNANCE HIGHLIGHTS

    | – | Comprehensive risk oversight practices, including internal controls, cybersecurity, legal and regulatory matters, compensation, and other critical evolving areas. |

  11. GOVERNANCE HIGHLIGHTS

    | – | Our Insider Trading Policy prohibits against directors, officers and employees from hedging and shorting of Archer common stock, and, except in limited circumstances, pledging Archer common stock. |

  12. GOVERNANCE HIGHLIGHTS

    | – | We have adopted and administer a robust Compensation Recovery Policy, which applies to our executive officers. |

  13. GOVERNANCE HIGHLIGHTS

    | Our Board of Directors and Nominees | | | | | | | | | | ADAM GOLDSTEIN Co-Founder, CEO & Director AGE: 45 SINCE: September 2021 | DEBORAH DIAZ Director, Chairperson, Nominating and Corporate Governance Committee and Member of the Audit Committee (Nominee for re-election) AGE: 67 SINCE: September 2021 | FRED M. DIAZ Lead Independent Director, Chairperson, Compensation Committee and Member of the Audit Committee (Nominee for re-election) AGE: 59 SINCE: September 2021 | OSCAR MUNOZ Director, Member of the Compensation Committee AGE: 66 SINCE: September 2021 | | | | | | | BARBARA PILARSKI Director, Member of the Nominating and Corporate Governance Committee AGE: 61 SINCE: January 2022 | MARIA PINELLI Director, Chairperson, Audit Committee and Member of the Compensation Committee AGE: 62 SINCE: September 2021 | MICHAEL SPELLACY Director, Member of the Nominating and Corporate Governance Committee AGE: 53 SINCE: September 2021 | |

  14. Compensation Committee

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

  15. Safety Council

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Deborah Diaz | 158,000 | 199,997 | 357,997 | | Fred M. Diaz | 190,000 | 199,997 | 389,997 | | Oscar Munoz | 146,000 | 199,997 | 345,997 | | Barbara Pilarski (3) | — | — | — | | Maria Pinelli | 161,000 | 199,997 | 360,997 | | Michael Spellacy | 144,000 | 199,997 | 343,997 | | (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, 2024, filed with the SEC on February 27, 2025. 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. | | | |

  16. INFORMATION ABOUT OUR BOARD OF DIRECTORS AND NOMINEES

    INFORMATION ABOUT OUR BOARD OF DIRECTORS AND NOMINEES

  17. Director Nominees

    Director Nominees 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.

  18. Director Nominees

    | NAME | AGE | POSITION | DIRECTOR SINCE | | Deborah Diaz(1)(2) | 67 | Director | September 2021 | | Fred Diaz(2)(3)(4) | 59 | Director | September 2021 |

  19. Director Nominees

    | (1) Chair of the nominating and corporate governance committee |

  20. Director Nominees

    | (2) Member of the audit committee |

  21. Director Nominees

    | (3) Chair of the compensation committee |

  22. Director Nominees

    | (4) Lead independent director |

  23. Director Nominees

    | DEBORAH DIAZ DIRECTOR AGE: 67 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 – Primis Financial Corp. |

  24. Director Nominees

    | FRED M. DIAZ LEAD INDEPENDENT DIRECTOR AGE: 59 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) |

  25. Continuing Directors

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

  26. Continuing Directors

    | NAME | AGE | POSITION | CLASS | DIRECTOR SINCE | | Barbara Pilarski(1) | 61 | Director | Class II | January 2022 | | Maria Pinelli(2)(3) | 62 | Director | Class II | September 2021 | | Michael Spellacy(1) | 53 | Director | Class II | September 2021 | | Adam Goldstein | 45 | Director | Class III | September 2021 | | Oscar Munoz(3) | 66 | Director | Class III | September 2021 |

  27. Continuing Directors

    | (1) Member of the nominating and corporate governance committee |

  28. Continuing Directors

    | (2) Chair of the audit committee |

  29. Continuing Directors

    | (3) Member of the compensation committee |

  30. Continuing Directors

    | ADAM GOLDSTEIN FOUNDER, CEO AND DIRECTOR AGE: 45 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 go-public transaction, Mr. Goldstein served as the President and CEO of Archer and a member of its board of directors. 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 |

  31. Continuing Directors

    | OSCAR MUNOZ DIRECTOR AGE: 66 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. |

  32. Continuing Directors

    | BARBARA PILARSKI DIRECTOR AGE: 61 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 | | MARIA PINELLI DIRECTOR AGE: 62 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. 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 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. – International Game Technology PLC |

  33. Continuing Directors

    | MICHAEL SPELLACY DIRECTOR AGE: 53 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. |

  34. Continuing Directors

    | 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT THE REGISTERED PUBLIC ACCOUNTING FIRM |

  35. Continuing Directors

    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, 2025 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, 2025 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, 2024. 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.

  36. 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 2024 executive compensation program include: Performance-based Bonus: 2024 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 Incentives: Beginning in 2024, performance-based RSUs (“PSUs”) were added as a key component of our NEOs’ compensation program, making up 50% of our NEOs’ annual equity awards. Stockholder Alignment: PSUs goals in 2024 focused on relative total shareholder return to ensure that our executives’ interests are aligned with the long-term view of our stockholders.

  37. COMPENSATION GOVERNANCE POLICIES AND PRACTICES

    | Long-term “at-risk” performance-based compensation | A portion of each of the equity awards granted to our NEOs as annual refresh grants were PSUs and therefore “at risk,” dependent on relative total stockholder return, to align the interests of our executives with our stockholders. | | Annual executive compensation review | Our compensation committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes. |

  38. COMPENSATION GOVERNANCE POLICIES AND PRACTICES

    | Independent compensation consultant | Our compensation committee engaged its own independent consultant, FW Cook that performs no other services for the Company other than services for the compensation committee. | | Minimal perquisites and special benefits | We provide limited perquisites and other personal benefits to our executives and certain senior employees. Other than a 401(k) plan, we do not provide any other retirement benefits to employees, including our NEOs. We do not provide pension, supplemental executive health or insurance benefits. | | No tax gross-ups | We do not provide tax gross-ups for the limited perquisites provided to our NEOs. We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our executives might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”). | | No hedging and pledging | All employees, including our executive officers and members of our board of directors, are generally prohibited from hedging or pledging any Company securities or engaging in derivative transactions. | | No “single-trigger” change-in-control arrangements | Our NEOs are not eligible for payments and benefits that are payable solely as a result of a change-in-control in the Company. All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change-in-control of our Company plus an involuntary termination of employment before payments and benefits are paid). In addition, certain of our performance equity awards will convert to time-based vesting on a change-in-control. | | Clawback arrangements | We have adopted a clawback policy that requires the disgorgement of certain amounts of erroneously awarded incentive-based compensation. | | Annual compensation risk assessment | Our compensation committee oversees an annual risk assessment of our compensation programs. | | Say-on-pay vote | We are holding an annual advisory vote on the compensation of our NEOs. | | Equity granting policy | We maintain an equity granting policy, which is reviewed by the compensation committee annually. |

  39. ROLES OF THE COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT

    ROLES OF THE COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT

  40. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The compensation committee has the authority under its charter to retain the services of 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. During 2024, the compensation committee retained FW Cook as its independent compensation consultant to provide support and advisory services as it relates to our compensation program. FW Cook generally assists our compensation committee in analyzing executive compensation, and the compensation of the non-employee members of our board of directors. FW Cook provides support for our compensation committee by attending committee meetings, providing recommendations regarding the composition of our compensation peer group, analyzing competitive compensation data and formulating recommendations for executive and non-employee director compensation. FW Cook performs no other services for us other than its work for the compensation committee. In connection with the compensation consultant services provided by FW Cook in 2024, our compensation committee assessed the definition of independence of FW Cook under the Dodd-Frank Act and other applicable SEC and stock exchange regulations and concluded that no conflict of interest exists.

  41. 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. The compensation committee, with the assistance of our independent compensation consultant, annually reviews and selects a peer group to use as a reference point for making executive compensation decisions. The peer group referenced by our compensation committee when setting 2024 compensation for our NEOs was selected after considering a number of factors, including:

  42. Use of Competitive Market Data

    | ● | market capitalization: between 0.25 to 4.0 times that of the Company |

  43. Use of Competitive Market Data

    | ● | revenue: comparability across annual revenue, not exceeding $1 billion in the past four quarters |

  44. Use of Competitive Market Data

    | ● | industry: high tech hardware and emerging technology companies |

  45. Use of Competitive Market Data

    In December 2023, the compensation committee selected and approved the following companies as the initial compensation peer group to be used as market context for 2024 NEO compensation decisions:

  46. Use of Competitive Market Data

    | 2024 Peer Group | | | | Ambarella | Cohu | Power Integrations | | Aurora Innovation | Impinj | QuantumScape | | Bloom Energy | Joby Aviation | Rambus | | Calix | Luminar Technologies | Shoals Technologies | | ChargePoint | Novanta | Stem |

  47. Use of Competitive Market Data

    In October 2024, we conducted a review of our compensation peer group and removed Novanta, Shoals Tech, Rambus and Power Integrations because their market capitalization was above the selected criteria and added LiveWire, Eve, Navitas Semiconductor, and Evolv Technologies to our compensation peer group because they met the defined selected criteria. The initial compensation 2024 peer group was used for setting 2024 salaries and for making equity grants for 2024. The peer group listed below will be used as market context for the purposes of determining 2025 NEO compensation decisions:

  48. 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 |

  49. 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 2024, but did not benchmark the compensation for our NEOs, to any particular level or against any specific member of the peer group.

  50. 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, 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 CEO and Chief People and Partnerships Officer (except with respect to their own compensation), core responsibilities and criticality of role, past individual performance and expected future contributions, the vesting status and value of outstanding equity awards, and internal pay equity based on the impact of business and performance.

  51. ELEMENTS OF OUR COMPENSATION PROGRAM

    | Base Salary | Base salary is a competitive fixed element of compensation intended to attract and retain our executives, including our NEOs, and compensate them for their day-to-day efforts. Our compensation committee reviews base salaries on an annual basis taking into account each officer’s performance, prior base salary level, competitive market data, and breadth of role, among other factors. No NEO is entitled to any automatic base salary increases. | | Performance-based Annual Cash Bonus | Our annual cash bonus is a performance-based, at-risk component of our NEOs’ compensation. Variable payouts are designed to motivate and reward our executives, including our NEOs, to perform to the best of their abilities and to achieve our corporate and the NEOs’ individual objectives. | | Long-term Equity Awards | We use equity awards to incentivize and reward our executives (including our NEOs) for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our executives with those of our stockholders. In 2024, we continued to grant time-based RSUs to our NEOs and began granting performance-based RSUs (vesting based on relative total stockholder return and subject to continued service to our NEOs). |

  52. 2024 Performance-based Annual Cash Bonus Plan and Achievement

    2024 Performance-based Annual Cash Bonus Plan and Achievement Each of our NEOs is eligible to earn an annual cash bonus under our 2024 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 2024 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 target bonus for our Acting CFO Ms. Gupta for 2024 was 35%. The total achievable bonus payout is capped at 150% of each NEO’s target bonus. For 2024, the compensation committee approved certain corporate performance goals and their respective weightings, as set forth below. Our compensation committee believed that these goals were appropriate drivers for our business that focused our executives on advancing towards commercialization while maintaining operational efficiency, which enhances long-term stockholder value.

  53. 2024 Performance-based Annual Cash Bonus Plan and Achievement

    | Weighting (%) | Corporate Goal Description | | 10 | Manufacturing objectives | | 10 | Flight test program objectives | | 10 | FAA certification objectives | | 10 | Commercialization objectives | | 10 | Annual cash burn relative to board-approved budget |

  54. 2024 Performance-based Annual Cash Bonus Plan and Achievement

    (1) Due to certain of the corporate goals relating to our product development, manufacturing ramp-up, and business operations, being closely tied to the Company’s business strategy or other confidential information of the Company, additional information that would otherwise be considered material regarding the performance goal targets under the 2024 Bonus Plan were not summarized above or herein in order to avoid competitive harm to the Company’s business (and ultimately to the Company’s stockholders) from such disclosures. In the first quarter of 2025, our compensation committee reviewed our corporate performance against the 2024 stated goals and concluded that the corporate performance goals had been achieved at 70% of target. In the first quarter of 2025, our compensation committee reviewed our corporate performance against the 2024 stated goals and concluded that the threshold objective (50% of target) of the second corporate goal was achieved, the stretch objective (200% of target) for the fourth corporate goal was achieved and the target objective was achieved for the fifth corporate goal. The predetermined objectives for the first and third corporate goals were not met. As a result, corporate performance goals were achieved at 70% of target. Individual NEO performance is based on agreed upon objectives for the year relating to each NEO’s team functions, leadership, and individual contributions to corporate performance goals. Our CEO recommended, and our compensation committee approved, achievement of 100% of each of our NEOs’ individual objectives for 2024, resulting in a payout of 85% of annual bonus target for each NEO. Our 2024 bonus payout for our CEO was:

  55. 2024 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 | 70 | 525,000 |

  56. 2024 Performance-based Annual Cash Bonus Plan and Achievement

    Our 2024 bonus payouts for our other NEOs were as follows:

  57. 2024 Performance-based Annual Cash Bonus Plan and Achievement

    | Name | Base Salary ($) | Target Bonus (as % of base salary) | Corporate Performance (weighted 50%) | Individual Performance (weighted 50%) | Actual Bonus ($) | | Mark Mesler (1) | 500,000 | 50 | 70 | 100 | 146,311 | | Priya Gupta | 338,000 | 35 | 70 | 100 | 100,555 | | Eric Lentell | 550,000 | 50 | 70 | 100 | 233,750 | | Tom Muniz | 700,000 | 50 | 70 | 100 | 297,500 | | Tosha Perkins | 550,000 | 50 | 70 | 100 | 233,750 | | (1) Mr. Mesler went on temporary medical leave effective September 9, 2024 and his bonus was adjusted to reflect his length of service in 2024. | | | | | |

  58. 2024 Performance-based Annual Cash Bonus Plan and Achievement

    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 in 2024. In the first quarter of 2025, the compensation committee approved a one-time bonus of $57,790 to Ms. Gupta to reflect her interim salary and bonus for her time as Acting CFO from September 9, 2024 through the end of the year.

  59. 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 for 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. In March 2024, we introduced performance-based equity grants as part of the annual equity grant for our NEOs, with 50% of NEO long-term incentives in time-based RSUs and 50% in performance-based RSUs. Time-based RSUs RSU awards with time-based vesting align the interests of our NEOs with the interests of our stockholders by promoting the stability and retention of a high-performing executive team over the longer term. In 2024, the compensation committee approved time-based RSU awards that vest in quarterly installments over four years. Performance-based RSUs (PSUs) 2024 PSU Grants In 2024, the compensation committee approved PSUs 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 outperformance compared to the Relative TSR. 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:

  60. 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% |

  61. 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. 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 period, 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 such NEO shall be pro-rated based on such NEO’s actual 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%. 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. 2024 CEO Equity Compensation Beginning in February 2024, our compensation committee, with its legal counsel and independent compensation consultant, began evaluating our CEO equity compensation program to determine how to continue to incentivize Mr. Goldstein to focus on long-term stockholder value creation. The committee specifically acknowledged that Mr. Goldstein has shown extraordinary leadership in advancing the Company’s commercialization progress, executing on strategic milestones, and strengthening our balance sheet. Mr. Goldstein’s sole unvested equity grant is a performance-based RSU award granted to him as part of the consideration he negotiated for in the merger agreement that was entered into in February 2021 and that led to the Company going public in September 2021 through a de-SPAC process. This award, which we refer to as the 2021 Founder Grant is discussed in more detail below. The remaining unvested tranches are subject to challenging performance-based or stock price milestones as further discussed below in the section titled “2021 Founder Grant”. In October 2024, the compensation committee decided to move forward with providing an equity award similar to the program for the other NEOs. In line with the Company’s grant practices, the number of shares for the proposed PSU and RSU grants was determined using the average closing price of Class A common stock over the month of October 2024, with a minimum of $4.

  62. Long-term Equity Awards

    | Provision | Grant Structure | Rationale | | Grant Mix | 50% PSUs based on Relative TSR and 50% 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) | Three years is standard market practice and supports critical period for strategy execution | | PSU Metric | Based on Relative TSR from grant date | Aligns interests with our stockholder interests |

  63. Long-term Equity Awards

    | (1) Mr. Goldstein has elected to defer any settlement of his RSUs and PSUs to calendar year 2029 ((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) |

  64. Long-term Equity Awards

    While it was initially determined that Mr. Goldstein’s 2024 equity awards would be granted in October 2024, at that time the Company was in preliminary discussions to raise additional capital and with Anduril Industries relating to a proposed strategic partnership (the “Transactions”). It was considered that the Transactions, when announced could have a material impact on the Company’s stock price and therefore impact the vesting of the contemplated equity awards for Mr. Goldstein. In light of these circumstances, our compensation committee, following the advice of its independent outside counsel, decided to delay the granting of Mr. Goldstein’s 2024 equity awards until after any announcement of the Transactions, which did not occur until December. The goal of having the grant date occur after the public announcement of the Transactions was, in part, to help ensure that our Class A common stock price used to calculate the Relative TSR performance of Mr. Goldstein’s 2024 PSUs under those equity awards would include any impact that the announcement could have. The compensation committee finalized the equity grants to Mr. Goldstein on December 18, 2024. As required by the SEC’s rules, the grant value disclosed in the Summary Compensation Table is based on the closing stock price ($8.98) on the grant date, where the RSUs are valued based on the closing stock price and the PSUs are calculated using the closing stock price and a Monte Carlo simulation. Our compensation committee believes that the decision to award these grants to Mr. Goldstein was important to affirm his commitment to the Company’s long term success and to express the compensation committee’s recognition of his leadership and strategic accomplishments since 2021 (i.e., the last time he received any equity). 2024 Other NEO Annual Equity Grants 2024 annual equity awards for our other NEOs were granted in March 2024. Our compensation committee considered several factors when determining the size of our NEOs’ 2024 annual equity awards, including individual performance, internal equity, peer group data, retention value of current equity holdings, and the Company’s overall performance. Our compensation committee exercises its judgment and discretion, and also considers the recommendations from our CEO in setting awards for our other NEOs. 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 that was entered into in February 2021. The Founder Grant vests 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. First Tranche of March 2024 PSU Grant Results On March 26, 2025, Mr. Mesler, Mr. Lentell, Mr. Muniz and Dr. Perkins each vested in PSUs that were granted on March 26, 2024. Between zero and 200% of the target number of these performance-based RSUs were scheduled to vest based on Relative TSR percentile ranking for the applicable performance period, with a maximum 200% vesting for performance at or above the 90th percentile. For this performance period from March 26, 2024 to March 26, 2025, the Company was in the 98th percentile, which resulted in 200% of the target number of PSUs granted. The following officers received the PSUs as provided below:

  65. Long-term Equity Awards

    | Name | Number of PSUs (#) | | Mark Mesler | 63,612 | | Eric Lentell | 95,420 | | Tom Muniz | 95,420 | | Tosha Perkins | 63,612 |

  66. 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 of directors. 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.

  67. 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.

  68. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee considers the potential accounting treatment in designing compensation plans and arrangements for our executive officers and other employees, including FASB ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards. FASB ASC Topic 718 requires the Company to recognize the grant date fair value of all share-based payment awards to employees in our financial statements, including RSUs and PSUs that may be settled for shares of our Class A common stock. FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  69. 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.

  70. 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 | 2024 | 750,000 | 16,487,500 | 525,500 | — | 17,763,000 | | Chief Executive Officer | 2023 | 600,000 | — | 393,750 | 10,000 | 1,003,750 | | | 2022 | 600,000 | — | 600,000 | — | 1,200,000 | | Mark Mesler (4) | 2024 | 500,000 | 1,121,185 | 146,311 | 15,250 | 1,782,746 | | Chief Financial Officer | 2023 | 500,000 | 1,083,709 | 230,000 | 15,000 | 1,828,709 | | | 2022 | 450,758 | 5,328,217 | 223,573 | 13,500 | 6,016,048 | | Priya Gupta (5) | 2024 | 338,000 | 171,992 | 158,545 | 8,433 | 676,970 | | Acting Chief Financial Officer | | | | | | | | Eric Lentell | 2024 | 550,000 | 1,681,778 | 233,750 | — | 2,465,528 | | General Counsel | | | | | | | | Tom Muniz | 2024 | 700,000 | 1,681,778 | 297,500 | 8,775 | 2,688,053 | | Chief Technology Officer | 2023 | 650,000 | 4,669,000 | 318,500 | 15,150 | 5,652,650 | | | 2022 | 650,000 | — | 320,125 | 10,250 | 980,375 | | Tosha Perkins | 2024 | 550,000 | 1,121,185 | 233,750 | 8,845 | 1,913,780 | | Chief People and Partnerships Officer | | | | | | |

  71. 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 FASB 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 FASB 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 2024 is shown in the table entitled “Grants of Plan-Based Awards - 2024.” Further descriptions of these amounts, including information regarding the impact of corporate and individual performance criteria are described above in the section entitled “2024 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, company contributions under its 401(k) plan of $15,250 in 2024, $15,000 in 2023 and $13,500 in 2022, (c) for Ms. Gupta, company contributions under its 401(k) plan of $8,433 in 2024, (d) for Mr. Muniz, company contributions under its 401(k) plan of $11,500 in 2024, $11,250 in 2023 and $10,250 in 2022 and financial planning benefit of $3,900 in 2023 and (e) for Dr. Perkins, company contributions under its 401(k) plan of $8,845 in 2024. | | (4) Mr. Mesler went on temporary medical leave effective September 9, 2024. | | (5) Ms. Gupta was appointed our Acting Chief Financial Officer effective as of September 9. 2024. |

  72. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024 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, 2024. No NEOs were granted stock options during the year ended December 31, 2024.

  73. GRANTS OF PLAN-BASED AWARDS IN 2024

    | 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 | 12/18/24 | | | | | | 750,000 | 6,712,500 | | | PSUs | 12/18/24 | | | - | 750,000 | 1,500,000 | | 9,775,000 | | Mark Mesler | Cash incentive | - | 250,000 | 375,000 | | | | | | | | RSUs | 3/26/24 | | | | | | 95,420 | 457,062 | | | PSUs | 3/26/24 | | | - | 95,420 | 190,840 | | 664,123 | | Priya Gupta | Cash incentive | - | 200,000 | 300,000 | | | | | | | | RSUs (2) | 2/23/24 | | | | | | 28,237 | 135,820 | | | RSUs | 5/1/24 | | | | | | 42,998 | 171,992 |

  74. GRANTS OF PLAN-BASED AWARDS IN 2024

    | Eric Lentell | Cash incentive | - | 275,000 | 412,500 | | | | | | | | RSUs | 3/26/24 | | | | | | 143,130 | 685,593 | | | PSUs | 3/26/24 | | | - | 143,130 | 286,260 | | 996,185 | | Tom Muniz | Cash incentive | - | 350,000 | 525,000 | | | | | | | | RSUs | 3/26/24 | | | | | | 143,130 | 685,593 | | | PSUs | 3/26/24 | | | - | 143,130 | 286,260 | | 996,185 | | Tosha Perkins | Cash incentive | - | 275,000 | 412,500 | | | | | | | | RSUs | 3/26/24 | | | | | | 95,420 | 457,062 | | | PSUs | 3/26/24 | | | - | 95,420 | 190,840 | | 664,123 |

  75. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (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 2024 may be found in Note 9 - Stock Based Compensation included in the notes to the consolidated financial statements in our 2024 Annual Report on Form 10-K . | | (2) Per the Company’s policy, employees receive their annual bonus in fully vested equity and this grant reflects the annual bonus payout to Ms. Gupta for 2023. |

  76. 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, 2024. 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.

  77. OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units or stock that have not vested ($)(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 | 97,544,967 | | (3) | 12/18/2024 | | | | | 750,000 | 7,312,500 | | | | (4) | 12/18/2024 | | | | | | | 750,000 | 7,312,500 | | Mark Mesler(5) | 4/11/2022 | - | - | - | - | 414,196 | 4,038,411 | - | - | | (6) | 5/1/2023 | | | | | 127,263 | 1,240,814 | | | | (7) | 3/26/2024 | | | | | 77,528 | 755,898 | | | | (4) | 3/26/2024 | | | | | | | 95,420 | 930,345 |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END

    | Priya Gupta(8) | 7/11/2022 | | | | | 48,712 | 474,942 | | | | (9) | 5/1/2024 | | | | | 32,247 | 314,408 | | | | Eric Lentell(10) | 12/8/2021 | - | - | - | - | 56,250 | 548,438 | - | - | | (11) | 8/18/2022 | | | | | 160,062 | 1,560,605 | | | | (12) | 5/1/2023 | | | | | 178,168 | 1,737,138 | | | | (13) | 3/26/2024 | | | | | 116,292 | 1,133,847 | | | | (4) | 3/26/2024 | - | - | - | - | | | 143,130 | 1,395,518 | | Tom Muniz(14) | 11/3/2020 | - | 144,621 | 0.15 | 11/2/2030 | - | - | - | - | | (15) | 5/1/2023 | - | - | - | - | 1,437,500 | 14,015,625 | - | - | | (16) | 3/26/2024 | | | | | 116,292 | 1,133,847 | - | - | | (4) | 3/26/2024 | | | | | | | 143,130 | 1,395,518 | | Tosha Perkins(17) | 4/11/2022 | | | | | 194,740 | 1,898,715 | | | | (18) | 5/1/2023 | | | | | 178,168 | 1,737,138 | | | | (19) | 3/26/2024 | | | | | 77,528 | 755,898 | | | | (4) | 3/26/2024 | | | | | | | 95,420 | 930,345 |

  79. 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 $9.75, which was the fair market value of the Class A common stock on December 31, 2024, 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. | | (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 have a three year vesting schedule, with 3/8 of the total award vesting on the date of the Annual Meeting and 1/16 of the total award vests quarterly thereafter. Once time-vested, the RSUs will be settled for shares of the Issuer’s Class A Common Stock during calendar year 2029 on a date to be determined by the Issuer. | | (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 performance-based RSUs 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. Mesler was granted a RSU settleable for 1,325,427 shares of Class A common stock on April 1, 2022 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/4 vesting on March 1, 2023 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. | | (6) Mr. Mesler was granted a RSU settleable for 226,234 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, 2023 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. | | (7) Mr. Mesler was granted a RSU 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 his continued service with us. | | (8) Ms. Gupta was granted a RSU settleable for 155,875 shares of Class A common stock on July 11, 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 her continued service with us. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END

    | (9) Ms. Gupta was granted a RSU 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. | | (10) Mr. Lentell was granted a RSU settleable for 300,000 shares of Class A common stock on December 8, 2021 pursuant to the 2021 Plan. The award has a four-year vesting schedule, with 1/4 vesting on August 15, 2022 and 1/16 of the total award vests quarterly thereafter, subject to his continued service with us. | | (11) Mr. Lentell was granted a RSU 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. | | (12) Mr. Lentell was granted a RSU 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. | | (13) Mr. Lentell was granted a RSU 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. | | (14) Mr. Muniz was granted a stock option on November 3, 2020 pursuant to the 2019 Plan which is exercisable for 788,838 shares of the Class A common stock. The award has a five-year vesting schedule with 1/5th of the total award vested on November 1, 2021, with 1/60th vesting ratably on a monthly basis thereafter, subject to his continued service with us. In accordance with the grant agreements entered into by Mr. Muniz with us, he early exercised his entire stock option on November 30, 2020 and the unvested shares he received pursuant to his early exercises remain subject to a lapsing right of repurchase. | | (15) Mr. Muniz was granted a RSU 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. | | (16) Mr. Muniz was granted a RSU 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. | | (17) Dr. Perkins was granted a RSU 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. | | (18) Dr. Perkins was granted a RSU 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. | | (19) Dr. Perkins was granted a RSU 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. |

  81. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024 The following table presents information concerning the aggregate number of shares of our common stock for which awards vested during 2024 for each of the NEOs. No options were exercised during 2024 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.

  82. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($) | | Adam Goldstein | 5,002,306 | 24,344,555 | | Mark Mesler | 405,810 | 1,648,785 | | Priya Gupta | 88,203 | 371,038 | | Eric Lentell | 272,487 | 1,104,728 | | Tom Muniz | 961,312 | 3,761,621 | | Tosha Perkins | 301,903 | 1,224,882 |

  83. OPTION EXERCISES AND STOCK VESTED IN 2024

    | 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. |

  84. 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 time-vested equity awards. 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 time-vested awards. 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 performance-based RSU award, such award is 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. None of our executive officers are 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 our NEO’s 2024 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.” 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 assuming his or her employment was terminated on December 31, 2024, and/or the change in control also occurred on that date.

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Cash Severance ($) | Continued Health Insurance Coverage ($) | Value from Acceleration of Unvested Equity Awards ($) | Total ($) | | Adam Goldstein | | | | | | Upon qualifying termination - no change in control (1) | 3,000,000 | 77,949 | 9,224,105 | 12,302,054 | | Upon qualifying termination - change in control (1) | 3,000,000 | 77,949 | 12,187,500 | 15,265,449 | | Mark Mesler | | | | | | Upon qualifying termination - no change in control | 750,000 | 10,687 | 1,984,583 | 2,745,270 | | Upon qualifying termination - change in control | 1,000,000 | 10,687 | 6,655,353 | 7,666,040 |

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Priya Gupta (2) | | | | | | Upon qualifying termination - no change in control | - | - | - | - | | Upon qualifying termination - change in control | - | - | - | - | | Eric Lentell | | | | | | Upon qualifying termination - no change in control | 687,500 | 29,943 | 1,647,448 | 2,364,891 | | Upon qualifying termination - change in control | 893,750 | 29,943 | 5,910,372 | 6,834,065 | | Tom Muniz | | | | | | Upon qualifying termination - no change in control | 1,050,000 | 29,017 | 4,501,058 | 5,580,075 | | Upon qualifying termination - change in control | 1,400,000 | 29,017 | 16,079,817 | 17,508,834 | | Tosha Perkins | | | | | | Upon qualifying termination - no change in control | 825,000 | 30,318 | 1,573,738 | 2,429,056 | | Upon qualifying termination - change in control | 1,100,000 | 60,637 | 5,011,981 | 6,172,618 | | (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) In connection with Mr. Mesler’s leave of absence, 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. | | | | |

  87. 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:

  88. CEO PAY RATIO

    | - | For 2024, the annual total compensation of the median employee of all our employees, excluding our CEO’s compensation, was $242,287. |

  89. CEO PAY RATIO

    | - | The annual total compensation of our CEO in 2024 consisted of his base salary of $750,000, his performance-based cash bonus of $525,500 and the grant date fair value of $16,487,500 for the equity awards he received in 2024 as discussed in detail above. The components of his 2024 annual compensation totaled $17,735,500 |

  90. CEO PAY RATIO

    | - | The ratio of our CEO’s annual total compensation in 2024 when compared to the median employee’s annual total compensation in 2024 was 73 to 1. As discussed earlier, the equity awards our CEO received in 2024 were intended to take into account the fact that this was the first equity award he has received from the Company since it went public in 2021. As a result, our compensation committee expects our CEO pay ratio for 2025 will be significantly lower than our CEO pay ratio for 2024. For example, the ratio of the total cash compensation paid to our CEO in 2024 and this median employee was 7:1. |

  91. CEO PAY RATIO

    To determine the median employee compensation, we analyzed all of the Company’s employees, excluding CEO, as of December 31, 2024. 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 2024 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 49. 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.

  92. 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. Our CEO and average Non-PEO NEO CAP for 2024 was higher than the amount reflected in our SCT, reflecting an increase in our TSR.

  93. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | SCT Total for PEO 1 ($) | CAP to PEO 1 ($)(2) | SCT Total for PEO 2 ($) | CAP to PEO 2 ($)(2) | Average SCT Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($)(2) | TSR $)(3) | Peer Group TSR ($)(4) | Net Loss ($ millions )(5) | Relative TSR Percentile (%)(6) | | 2024 | 17,763,000 | 78,229,739 | - | - | 1,905,415 | 4,386,896 | 161.42 | 148.05 | (537) | 91 | | 2023 | 1,003,750 | 27,950,070 | - | - | 3,627,746 | 11,188,491 | 101.66 | 118.20 | (458) | 99 | | 2022 | 1,200,000 | (45,146,083) | 4,846,372 | (46,473,291) | 4,426,452 | 1,965,114 | 30.96 | 95.20 | (317) | 12 |

  94. PAY VERSUS PERFORMANCE

    | (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, Tom Muniz and Andy Missan for 2023, and Mark Mesler, Priya Gupta, Eric Lentell, Tom Muniz and Tosha Perkins for 2024. |

  95. PAY VERSUS PERFORMANCE

    | (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 appear in our applicable definitive proxy statement. |

  96. PAY VERSUS PERFORMANCE

    | | PEO 1 | | | | | 2024 ($) | 2023 ($) | 2022 ($) | | SCT Total | 17,763,000 | 1,003,750 | 1,200,000 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (16,487,500) | - | - | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 17,852,500 | - | - | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 50,315,432 | 25,605,759 | (44,531,306) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | - | - | - | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 8,786,307 | 1,340,561 | (1,814,777) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | - | - | - | | Compensation Actually Paid | 78,229,739 | 27,950,070 | (45,146,083) | | | PEO 2 | | | | | 2024 ($) | 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) | | | | Non-PEO NEOs (average) | | | | 2024 ($) | 2023 ($) | 2022 ($) | | SCT Total | 1,905,415 | 3,627,746 | 4,426,452 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,155,588) | (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 | 2,332,535 | 7,963,942 | 1,724,824 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 2,122,257 | 2,058,096 | (364,875) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 104,437 | 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 | (922,160) | 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 | 4,386,896 | 11,188,491 | 1,965,114 |

  97. PAY VERSUS PERFORMANCE

    | (3) Archer’s TSR was determined based on the value of an initial fixed investment of $100, as of December 31, 2021, including the reinvestment of any dividends. |

  98. PAY VERSUS PERFORMANCE

    | (4) The peer group used in this table is the S&P Aerospace & Defense Select Index, which is the same peer group that we use for purposes of the stock performance graph contained in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  99. PAY VERSUS PERFORMANCE

    | (5) Represents the Company’s net loss reflected in the Company’s audited financial statements. | | (6) Our Company-Selected Measure is Relative TSR consistent with the peer group used in the PSU metric under our annual Long-Term Incentive Program. For illustrative purposes, calculations within this column are based on 1-year measurements (as opposed to the 1-, 2-, and 3-year relative TSR performance period regarding the Company’s PSUs). For purposes of Relative TSR, the peer group used in the PSU metric under our annual Long-Term Incentive Program consists of: (i) the S&P 600 Index. |

  100. PAY VERSUS PERFORMANCE

    In 2024, the compensation actually paid to our NEOs is linked to Company performance through our 2024 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’ 2024 compensation decisions are listed below.

  101. PAY VERSUS PERFORMANCE

    | - | Goals related to advancing manufacturing objectives |

  102. PAY VERSUS PERFORMANCE

    | - | Goals related to advancing flight test program |

  103. PAY VERSUS PERFORMANCE

    | - | Goals related to advancing FAA certification |

  104. PAY VERSUS PERFORMANCE

    | - | Goals related to advancing commercialization objectives |

  105. PAY VERSUS PERFORMANCE

    | - | Annual cash burn relative to board-approved budget |

  106. PAY VERSUS PERFORMANCE

    | - | Relative TSR compared to the S&P 600 Index |

  107. PAY VERSUS PERFORMANCE

    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 non-PEO NEOs and our net loss during the three most recently completed fiscal years. 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.

  108. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Annual Relative Total Shareholder Percentile

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Annual Relative Total Shareholder Percentile The chart below sets forth the relationship between compensation actually paid to the PEOs, the average of compensation actually paid to our non-PEO NEOs and our 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 of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.