DEF 14A of Serve Robotics Inc. /DE/
Filed Apr 24, 2026 · FY20250001140361-26-016694
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our Board, the needs of our Board and the respective committees of our Board. Some of the qualifications that our nominating and governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and governance committee to perform all Board and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all Board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Board believes that it should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board the director nominees for selection. Director candidates may be identified by stockholders, non-management directors, our Chief Executive Officer or other members of senior management, and, from time to time, third-party search firms. During 2025, our nominating and governance committee did not engage an independent search firm to assist in identifying and evaluating potential director candidates.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is currently composed of six directors. In accordance with our amended and restated certificate of incorporation, our Board is divided into three staggered classes of directors. At the Annual Meeting, two Class III directors will be elected for a three-year term. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Kashani and Parang. If any nominee becomes unavailable for election as a result of an unexpected occurrence, our Board may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Each person nominated for election has agreed to be named as a nominee in this Proxy Statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve.
Directors Whose Terms Expire at the Annual Meeting
Directors Whose Terms Expire at the Annual Meeting The terms of Ali Kashani and Touraj Parang as Class III directors expire at the Annual Meeting.
Nominees
Nominees Our nominating and governance committee has recommended, and our Board has approved, Ali Kashani and Touraj Parang as nominees for re-election as Class III directors at the Annual Meeting. Messrs. Kashani and Parang joined our Board in July 2023. If elected, Messrs. Kashani and Parang will serve as Class III directors until our 2029 annual meeting of stockholders. Messrs. Kashani and Parang are currently directors of our Company.
Nominees
| Name | Class | Age | Position | Current Term Expires | Expiration of Term For Which Nominated | | Ali Kashani | III | 41 | Director | 2026 | 2029 | | Touraj Parang | III | 53 | Director | 2026 | 2029 |
Nominees
Ali Kashani has served as our Chief Executive Officer and Chairman of our Board since July 2023. Dr. Kashani co-founded Serve in January 2021 and has served as its Chief Executive Officer and a member of the Board of Directors of Serve since then. Prior to co-founding Serve, he served as Vice President of Postmates, an on-demand food delivery platform, from July 2017 to January 2021. Dr. Kashani received both his Bachelor of Science in Computer Engineering and his Doctorate in Robotics from the University of British Columbia. We believe he is qualified to remain on the Board due to the institutional knowledge he brings as Co-Founder and Chief Executive Officer of the Company and his business and robotics experience. Touraj Parang has served as our President and Chief Operating Officer and a member of our Board since July 2023. Mr. Parang has served as Serve’s Chief Operating Officer and as a member of its Board of Directors since March 2021 and as President of Serve since July 2022. Prior to joining Serve, Mr. Parang worked at GoDaddy Inc. (NYSE: GDDY) from May 2014 to March 2021, where he began as Senior Director of Corporate Development and most recently served as Vice President of Corporate Development. Mr. Parang received his Bachelor of Arts in Philosophy and Economics from Stanford University and his Juris Doctor from Yale Law School. We believe that Mr. Parang is qualified to serve on our Board due to his extensive experience with early-stage startups and prior leadership role at a publicly traded company.
Continuing Directors
Continuing Directors
Continuing Directors
| Name | Class | Age | Position | Current Term Expires | | David Goldberg(1)(2) | I | 44 | Director | 2027 | | Sarfraz Maredia | I | 43 | Director | 2027 | | Lily Sarafan(1)(3) | II | 44 | Director | 2028 | | Olivier Vincent(1)(3) | II | 62 | Director | 2028 |
Continuing Directors
| (1) Member of the audit committee |
Continuing Directors
| (2) Member of the nominating and governance committee |
Continuing Directors
| (3) Member of the compensation committee |
Continuing Directors
David Goldberg has served as a member of our Board since July 2024. Mr. Goldberg most recently served as a consultant to our Company from September 2023 to March 2024. He is currently a Vice President at Magna International. Prior to that, he was the Chief Financial Officer of REE Automotive, Ltd. (Nasdaq: REE), an electric vehicle developer and manufacturer, from February 2022 to March 2023. Before joining REE Automotive, Mr. Goldberg had various roles at Magna International, including SVP – Corporate Development from January 2021 to January 2022 and VP – Finance and Corporate Development from May 2018 to December 2020. Mr. Goldberg has a degree in Business Administration from the Ivey Business School at Western University. We believe that Mr. Goldberg is qualified to serve on our Board due to his experience and expertise in the automotive and mobility industries. Sarfraz Maredia has served as a member of our Board since July 2023. Since September 2014, Mr. Maredia has been employed at Uber, most recently as President, Autonomous Mobility & Delivery, where he leads the largest segment of Uber Eats’ marketplace business across the United States, Canada, and Latin America as well as overseeing Postmates. From September 2011 to September 2014, Mr. Maredia served at IQVIA (formerly IMS Health), a global information and technology services company focused on healthcare, where he was promoted to and served as Vice President of Corporate Development. He previously advised technology clients as a management consultant at Bain & Company and worked as a private equity and public markets investor at TPG and Dodge & Cox, respectively. Mr. Maredia received his Bachelor of Science in Finance from the University of Texas at Austin. We believe that Mr. Maredia’s unique position leading one of the world’s largest on-demand delivery platforms, and his experience in leadership, operations, finance, and technology qualify him to serve on our Board. Lily Sarafan has served as a member of our Board since December 2024. In 2005, Ms. Sarafan co-founded TheKey, one of the largest and most trusted in-home care provider networks, where she served as chief executive through December 2020, and since then has served as executive chair. She has been recognized as an EY Entrepreneur of the Year, a Fortune 40 Under 40, Women Health Care Executives’ Woman of the Year, and a Henry Crown Fellow of the Aspen Institute. Ms. Sarafan currently serves on the boards of Instacart (Nasdaq: CART), Thumbtack and Kyo, as well as on the board of trustees of Stanford University. Ms. Sarafan holds an M.S. in Management Science and Engineering and a B.S. in Science, Technology, and Society from Stanford University. We believe that Ms. Sarafan is qualified to serve on our Board due to her extensive executive leadership experience, her service on multiple public and private company boards, and her background in technology and operations. Olivier Vincent has served as a member of our Board since July 2023. Mr. Vincent co-founded and has served as Chief Executive Officer of Autozen Technology Ltd., a marketplace start-up in the automotive industry since March 2020. Prior to joining Autozen, Mr. Vincent served as Chief Executive Officer of Spliqs, an AI technology company from January 2019 until March 2020. From December 2016 until January 2019, Mr. Vincent served as President of WeatherBug, a weather application. Mr. Vincent has served on the board of directors of Wishpond Technologies Ltd., a Canadian public company traded on the TSX (OTCMKTS: WPNDF), since December 2020. Mr. Vincent holds a Master of Engineering in Computer Science from Ecole Nationale Superieure de Techniques Avancées (ENSTA) Paris and a Master of Business, Entrepreneurship from Hautes Etudes Commerciales (HEC) Paris. We believe that Mr. Vincent is qualified to serve on our Board due to his experience growing and managing technology companies.
Director Compensation
Director Compensation Dr. Kashani and Mr. Parang are employed as our Chief Executive Officer and President and Chief Operating Officer, respectively, and receive no compensation for their service as directors. The compensation received by Dr. Kashani and Mr. Parang as employees is shown in “Executive Compensation — Summary Compensation Table” below. Pursuant to our Amended and Restated Outside Director Compensation Policy (the “Director Compensation Policy”), we pay each non-employee director other than Sarfraz Maredia annual cash retainers and equity awards, as further described below. Mr. Maredia receives no compensation for his service as a director. Pursuant to the Director Compensation Policy, each non-employee director other than Mr. Maredia is entitled to receive an annual cash retainer for service on our Board and an additional annual cash retainer for service on each committee on which the non-employee director is a member. All annual cash retainers are paid quarterly in arrears. No compensation had previously been paid to our non-employee directors. The fees paid to our non-employee directors for service on our Board and for service on each committee of our Board of which the non-employee director is a member are as follows: Annual Board Member Service Retainer All non-employee directors: $20,000 Annual Committee Member Service Retainer Member of the audit committee: $5,000 Member of the compensation committee: $5,000 Member of the nominating and governance committee: $5,000 The Director Compensation Policy provides that at each annual stockholder meeting following a non-employee director’s appointment to our Board and subject to such non-employee director’s service on our Board since December 31 of the calendar year prior to such annual meeting of stockholders, each non-employee director will be granted restricted stock units for 20,000 shares of our common stock under the 2023 Plan, which will vest in full upon the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the applicable non-employee director’s continuous service through the applicable vesting date; provided that if we do not have an effective Form S-8 registration statement on file with the SEC with sufficient shares available to cover the applicable equity award as of the date such award is granted (an “Effective S-8”), the grant of such equity award shall be delayed until such time there is an Effective S-8. Notwithstanding the foregoing, for each non-employee director who remains in continuous service as a member of our Board until immediately prior to the consummation of a change in control, any unvested portion of an equity award granted in consideration of such non-employee director’s service as a member of our Board will vest in full immediately prior to, and contingent upon, the consummation of a change in control. Our Board will have discretion to grant additional equity awards to certain non-employee directors for services that exceed the expectations for a non-employee director or for other circumstances determined to be appropriate by our Board. We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and board committees. The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. On March 30, 2026, our compensation committee approved the Second Amended and Restated Director Compensation Policy, which generally provides for the same compensation as under the existing Director Compensation Policy, except that the annual restricted stock unit grant in connection with each annual stockholder meeting after March 30, 2026 will be for the lesser of (i) 20,000 shares and (ii) shares in an aggregate value of $200,000 of our common stock. Director Compensation Table The following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered as a director during the fiscal year ended December 31, 2025:
Director Compensation
| Name | Fees earned or paid in cash ($) | Stock Awards ($)(1)(3)(4) | Option Awards ($)(2)(4) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | David Goldberg | 30,000 | 205,200 | — | — | — | — | 235,200 | | Sarfraz Maredia | — | — | — | — | — | — | — | | Lily Sarafan | 30,000 | 205,200 | — | — | — | — | 235,200 | | Olivier Vincent | 30,000 | 205,200 | — | — | — | — | 235,200 |
Director Compensation
| (1) Amounts reflected in this column represent the grant date fair value of restricted stock units. The grant date fair value is measured based on the closing price of our common stock on the date of grant in accordance with FASB ASC Topic 718. The valuation methodology and assumptions used in determining such amounts are described in Note 2 of the Company’s financial statements for the fiscal year ended December 31, 2025. |
Director Compensation
| (2) Amounts reflected in this column represent the grant date fair value of options to purchase common stock computed in accordance with FASB ASC Topic 718. The valuation methodology and assumptions used in determining such amounts are described in Note 2 of the Company’s financial statements for the fiscal year ended December 31, 2025. |
Director Compensation
| (3) The amount represents the grant date fair value of 20,000 restricted stock units granted on June 23, 2025, which is scheduled to vest in full on the earlier to occur of (i) the Company’s next annual stockholder meeting or (ii) June 12, 2026. |
Director Compensation
| (4) The table below sets forth the number of outstanding and unvested equity awards held by each non-employee director as of December 31, 2025: |
Director Compensation
| Non-Employee Director | Number of Options Outstanding (#) | Number of RSUs Outstanding (#) | | David Goldberg | — | 20,000 | | Sarfraz Maredia | — | — | | Lily Sarafan | — | 20,000 | | Olivier Vincent | 12,000 | 20,000 |
Ali Kashani. For a brief biography of Dr. Kashani, please see “Proposal No. 1. Election of Directors — Nominees.”
Ali Kashani. For a brief biography of Dr. Kashani, please see “Proposal No. 1. Election of Directors — Nominees.”
Touraj Parang. For a brief biography of Mr. Parang, please see “Proposal No. 1. Election of Directors — Nominees.”
Touraj Parang. For a brief biography of Mr. Parang, please see “Proposal No. 1. Election of Directors — Nominees.” Brian Read has served as our Chief Financial Officer since April 2024. Prior to Serve, Mr. Read served as a Controller for Apptronik Inc. from April 2023 to April 2024, as a Global Controller at REE Automotive Ltd. (Nasdaq: REE) from February 2021 to March 2023 and as an Assistant Global Controller at Coherent Corp. (NYSE: COHR) from January 2019 to January 2021. Mr. Read was also an associate and senior associate at PricewaterhouseCoopers LLP from July 2011 to January 2017. Mr. Read holds a Bachelor of Science in Business Administration (Accounting) from Duquesne University and is a Certified Public Accountant (Pennsylvania).
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Ali Kashani Chief Executive Officer | 2025 | 458,000 | — | 4,199,064 | — | — | — | 4,657,064 | | | 2024 | 236,667 | — | 8,445,000 | — | — | — | 8,681,667 | | Touraj Parang President and Chief Operating Officer | 2025 | 442,667 | — | 2,896,321 | — | — | — | 3,338,988 | | | 2024 | 328,333 | — | 3,009,064 | — | — | — | 3,337,397 | | Brian Read Chief Financial Officer | 2025 | 384,000 | — | 1,986,272 | — | — | — | 2,370,272 | | | 2024 | 168,561 | 25,000 | 1,461,900 | — | — | — | 1,655,461 |
2025 Summary Compensation Table
| (1) Amounts reflected in this column represent the grant date fair value of restricted stock units. The grant date fair value is measured based on the closing price of our common stock on the date of grant in accordance with FASB ASC Topic 718. The valuation methodology and assumptions used in determining such amounts are described in Note 2 of the Company’s financial statements for the fiscal year ended December 31, 2025. |
2025 Summary Compensation Table
| (2) Amounts reflected in this column represent the grant date fair value of options to purchase common stock computed in accordance with FASB ASC Topic 718. The valuation methodology and assumptions used in determining such amounts are described in Note 2 of the Company’s financial statements for the fiscal year ended December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding each unexercised stock option or unvested stock award held by each named executive officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($)(3) | Option expiration date ($) | Number of shares that have not vested (#) | Market value of shares that have not vested ($)(4) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Ali Kashani | 6/7/2023(5) | 4,844 | 7,265 | — | 0.9447 | 6/6/2028 | — | — | — | — | | | 4/27/2021 | — | — | — | — | — | 93,742(6) | 973,042 | — | — | | | 9/5/2024 | — | — | — | — | — | 641,699(7) | 6,660,836 | — | — | | | 7/22/2025 | — | — | — | — | — | 334,930(9) | 3,476,573 | — | — | | Touraj Parang | 6/7/2023(5) | 2,288 | 3,170 | — | 0.8588 | 6/6/2033 | — | — | — | — | | | 5/6/2021 | — | — | — | — | — | 33,448(6) | 347,190 | — | — | | | 9/5/2024 | — | — | — | — | — | 230,429(7) | 2,391,853 | — | — | | | 7/22/2025 | — | — | — | — | — | 231,020(9) | 2,397,988 | — | — | | Brian Read | 4/3/2024 | — | — | — | — | — | 140,000(8) | 1,453,200 | — | — | | | 9/5/2024 | — | — | — | — | — | 17,501(7) | 181,660 | — | — | | | 7/22/2025 | — | — | — | — | — | 158,431(9) | 1,644,514 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) All stock options above cover shares of our common stock granted under the 2021 Stock Plan. |
Outstanding Equity Awards at Fiscal Year-End
| (2) All restricted shares listed above for Mr. Kashani cover shares of our common stock granted outside of the 2021 Stock Plan, and all restricted shares listed above for Mr. Parang cover shares of our common stock granted under the 2021 Stock Plan. All restricted stock units above cover shares of our common stock granted under the 2023 Plan. |
Outstanding Equity Awards at Fiscal Year-End
| (3) This column represents the fair market value of a share of our common stock on the date of grant, as determined by the Board. |
Outstanding Equity Awards at Fiscal Year-End
| (4) This column represents the total value of the number of unvested restricted shares outstanding as of December 31, 2025, multiplied by $10.38, which is the per share value of our common stock as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The options will vest as to 1/48th of the total number of option shares on July 1, 2023 and monthly thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The restricted shares are subject to a 4-year vesting schedule running from the date the Board retroactively determined that vesting should run regardless of Milestone achievement, with 1/48th of the total number of shares vesting on July 15, 2022 and monthly thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The restricted stock units will vest as to 1/3rd of the total number of shares on September 5, 2025 and 1/36th of the total number of shares monthly thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (8) The restricted stock units will vest as to 1/4th of the total number of shares on April 29, 2025 and 1/48th of the total number of shares monthly thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The restricted stock units will vest as to 1/16th of the total number of shares on August 1, 2025 and quarterly thereafter. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Time-Based Awards and Milestone-Based Awards On April 27, 2021, Dr. Kashani purchased 1,499,866 shares of our common stock for an aggregate purchase price of $1,866.67 (the “Kashani Time-Based Award”). On May 6, 2021, Mr. Parang purchased 535,163 shares of our common stock for an aggregate purchase price of $828.92 (the “Parang Time-Based Award” and together with the Kashani Time-Based Award, the “Time-Based Awards”). The Time-Based Awards are each scheduled to vest as to 25% of the shares on February 18, 2022 and March 22, 2022, respectively, and as to 1/48th of the shares monthly over the 36 month-period thereafter, subject to the executive’s continued employment through each vesting date. The Kashani Time-Based Award and Parang Time-Based Award fully vested on February 18, 2025 and March 22, 2025, respectively. On April 27, 2021, Dr. Kashani purchased 749,933 shares of our common stock for an aggregate purchase price of $933.34 (the “Kashani Milestone-Based Award”). On May 6, 2021, Mr. Parang purchased 267,581 shares of our common stock for an aggregate purchase price of $414.46 (the “Parang Milestone-Based Award” and together with the Kashani Milestone-Based Award, the “Milestone-Based Awards”). The Milestone-Based Awards are each scheduled to vest as to 1/48th of the shares monthly over the 48 month-period following the achievement of a milestone prior to September 30, 2022. On November 28, 2022, the Board retroactively amended the vesting schedule to permit the 48-month vesting period to run from June 15, 2022, regardless of milestone achievement. The Milestone-Based Awards granted to Dr. Kashani and Mr. Parang will fully vest upon a termination of service by the Company without “cause” or upon the executive’s resignation for “good reason” (each, an “involuntary termination”). The acceleration of the Kashani Milestone-Based Award is subject to Dr. Kashani’s return of all Company property in his possession within 10 business days following the date of involuntary termination and his execution of a general release of all claims that becomes effective no later than the 30th day after the date of involuntary termination. In the event the applicable executive’s service with the Company terminates for any reason, any unvested shares subject to the Time-Based Awards and Milestone-Based Awards granted to Dr. Kashani and Mr. Parang may be repurchased by the Company within 3 months following the date of termination at the original purchase price paid for the shares. In addition, in the event the applicable executive’s service with the Company terminates for any reason on or prior to February 18, 2025, any vested shares subject to the Milestone-Based Awards granted to Dr. Kashani and Mr. Parang may be repurchased by the Company within 3 months following the date of termination at the lesser of (x) a purchase price per share of the Company’s common stock equal to $500 million divided by the then fully diluted capitalization of the Company or (y) the then current fair market value per share of the Company’s common stock (the “Award Call Option”). As neither Dr. Kashani’s nor Mr. Parang’s service terminated on or prior to February 18, 2025, the Award Call Option is no longer applicable. For purposes of the Milestone-Based Awards granted to Dr. Kashani and Mr. Parang, “cause” means: (i) any material breach by the executive of any material written agreement between the executive and the Company and the executive’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by the executive to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of the executive’s duties and the executive’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) the executive’s repeated failure to follow reasonable and lawful instructions from the Board and the executive’s failure to cure such condition within 30 days after receiving written notice thereof; (v) the executive’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) the executive’s commission of or participation in an act of fraud against the Company; (vii) the executive’s intentional material damage to the Company’s business, property or reputation; or (viii) the executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the executive owes an obligation of nondisclosure as a result of the executive’s relationship with the Company. For purposes of the Kashani Milestone-Based Award, “good reason” means the executive’s resignation due to the occurrence of any of the following conditions which occurs without the executive’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) the executive’s then-current base salary is reduced by more than 10% (other than as part of an across-the-board salary reduction applicable to all similarly situated employees); (ii) a material reduction of the executive’s duties, authority, responsibilities or reporting relationship, relative to the executive’s duties, authority, responsibilities or reporting relationship as in effect immediately prior to such reduction; or (iii) the Company (or its successor) conditions the executive’s continued service on the executive being transferred to a site of employment that would increase the executive’s one-way commute by more than 50 miles from the executive’s then-principal residence. In order for the executive to resign for good reason, the executive must provide written notice to the Company of the existence of the good reason condition within 30 days of the initial existence of such condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the condition and not be required to provide for the acceleration described herein as a result of such proposed resignation. If the condition is not remedied within such 30-day period, the executive may resign based on the condition specified in the notice effective no later than 60 days following the expiration of the Company’s 30-day cure period. For purposes of the Parang Milestone-Based Award, “good reason” means the executive’s resignation due to the occurrence of any of the following conditions which occurs without the executive’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a reduction of the executive’s then current base salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (ii) a change in the executive’s position with the Company that materially reduces the executive’s duties, level of authority or responsibility; or (iii) the Company conditions the executive’s continued service with the Company on the executive’s being transferred to a site of employment that would increase the executive’s one-way commute by more than 35 miles from the executive’s then principal residence. Parang Termination Payment Letter
Potential Payments Upon Termination or Change in Control
On June 23, 2021, Serve entered into a termination payment letter agreement with Mr. Parang (the “Parang Termination Payment Letter”), which provided that if (i) the Company terminated Mr. Parang’s service with the Company without cause on or prior to February 18, 2025 and (ii) the Company exercised its Award Call Option with respect to all or a portion of the Parang Milestone-Based Award, then Mr. Parang would be entitled to receive a lump sum termination payment equal to the product of (i) the shares repurchased by the Company pursuant to the Award Call Option, multiplied by (ii) the excess, if any, of (x) the purchase price per share of the Company’s common stock equal to $500 million divided by the Company’s then fully diluted capitalization as of the date of termination over (y) the per share fair market value of the Company’s common stock as of the date of termination, subject to Mr. Parang’s return of all Company property in his possession within 10 business days following the date of involuntary termination and his execution of a general release of all claims that becomes effective no later than the 30th day after the date of termination. The Parang Termination Payment Letter expired on February 18, 2025. Kashani Termination Payment Letter On September 27, 2021, Serve entered into a termination payment letter agreement with Dr. Kashani (the “Kashani Termination Payment Letter”), which provided that if (i) the Company terminated Dr. Kashani’s service with the Company without cause on or prior to February 18, 2025 and (ii) the Company exercised its Award Call Option with respect to all or a portion of the Kashani Milestone-Based Award, then Dr. Kashani would be entitled to receive a lump sum termination payment equal to the product of (i) the shares repurchased by the Company pursuant to the Award Call Option, multiplied by (ii) the excess, if any, of (x) the purchase price per share of the Company’s common stock equal to $500 million divided by the Company’s then fully diluted capitalization as of the date of termination over (y) the per share fair market value of the Company’s common stock as of the date of termination, subject to Dr. Kashani’s return of all Company property in his possession within 10 business days following the date of involuntary termination and his execution of a general release of all claims that becomes effective no later than the 30th day after the date of termination. The Kashani Termination Payment Letter expired on February 18, 2025. Brian Read Offer Letter In the case of Mr. Read’s Involuntary Termination or Resignation for Good Reason (each as defined in the Brian Read Offer Letter) prior to April 29, 2025 he would be entitled to pro rata acceleration of his initial grant of restricted stock units representing 240,000 shares of our common stock based on the number of months of service he has provided to the Company. Mr. Read did not experience an Involuntary Termination or Resignation for Good Reason prior to April 29, 2025. In addition, in the case of Mr. Read’s Involuntary Termination or Resignation for Good Reason (each as defined in the Brian Read Offer Letter), he would be entitled to (i) 6 months’ base salary continuation (or, if such Involuntary Termination or Resignation for Good Reason occurs during the period that is 60 days prior to, and 12 months following, the closing of a change of control) and (ii) 6 months’ COBRA premiums, in each case, subject to his execution and nonrevocation of a release of claims.