DEF 14A of Aeva Technologies, Inc., Apr 29, 2026

DEF 14A of Aeva Technologies, Inc.

Filed Apr 29, 2026 · FY20250001140361-26-017859

Open on EDGAR
  1. PROPOSAL 1: ELECT CLASS II DIRECTORS

    PROPOSAL 1: ELECT CLASS II DIRECTORS Our business and affairs are managed under the direction of our Board. As of the date of this Proxy Statement, our Board consists of seven directors. Our Second Amended and Restated Certificate of Incorporation (as amended, our “Certificate of Incorporation”) provides that, subject to the right of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our Board will be elected each year. Our Board has nominated Hrach Simonian and Stephen Zadesky for election as Class II Directors with a three-year term expiring at the 2029 Annual Meeting. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for Hrach Simonian and Stephen Zadesky. If, for any reason, at the time of election any nominee named should decline or be unable to accept his nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that the nominees will be unable to serve as a director. The following biographical information is furnished as to each nominee for election as a director, and each of our directors, as of April 29, 2026.

  2. Nominees for Election as Class II Directors at the 2026 Annual Meeting

    Nominees for Election as Class II Directors at the 2026 Annual Meeting Hrach Simonian, 43. Hrach Simonian served as a member of Aeva, Inc.’s Board of Directors from November 2017 through the closing of its business combination with us in March 2021, and has served on our Board of Directors since March 2021. Mr. Simonian serves as a General Partner at Canaan Partners, an early-stage venture capital firm he joined in 2007. Mr. Simonian currently serves on the Board of Directors of numerous private companies. Mr. Simonian holds a Bachelor of Science in Electrical Engineering from The University of California, Los Angeles, a Master of Science in Electrical Engineering from the University of Michigan, Ann Arbor, and a Master of Business Administration from the Stanford Graduate School of Business. We believe Mr. Simonian is well-qualified to serve on our Board of Directors due to his extensive experience in investing and developing companies. Stephen Zadesky, 54. Stephen Zadesky has served as a Director of the Company since November 2022. Mr. Zadesky is currently advising a number of companies in the transportation, robotics and clean technology sectors. Prior to his advising work, Mr. Zadesky served in various management roles at Apple from March 1999 till April 2019, including Vice President Product Design for iPhone and iPod engineering. Prior to joining Apple, Mr. Zadesky worked at Ford Motor Company for three years in a variety of positions. Mr. Zadesky earned a Bachelor of Science in Mechanical Engineering from the University of California, Berkeley and a Master of Science in Mechanical Engineering from Stanford University. We believe Mr. Zadesky is well-qualified to serve on our Board of Directors based on his proficiency and understanding of the transportation and technology sectors, as well as his extensive advisory and leadership experience.

  3. Members of the Board of Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”)

    Members of the Board of Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) Soroush Salehian Dardashti, 37. Soroush Salehian Dardashti serves as the Company’s Chief Executive Offer and is a member of the Board. Mr. Salehian co-founded Aeva with Mr. Rezk in December 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since that time. From February 2012 to November 2016, Mr. Salehian worked at Apple as a Manager, Product Development where he led teams developing consumer products and sensing systems. Mr. Salehian holds a Bachelor of Science in Mechanical Engineering from Stanford University. We believe Mr. Salehian is well-qualified to serve on our Board of Directors due to his technical and operational expertise gained from serving as Chief Executive Officer and Co-Founder of Aeva and his professional and educational experience in high-technology manufacturing industries. Mina Rezk, 41. Mina Rezk serves as the President, Chief Technology Officer, and Chairman of the Board of Directors of the Company. Mr. Rezk co-founded Aeva with Mr. Salehian in December 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since that time. Mr. Rezk became Chair of the Board of Directors in 2021. From January 2015 to November 2016, Mr. Rezk served as Sensing Engineering Manager - Special Projects Group at Apple. Before that, Mr. Rezk served in various roles, including as Hardware Development Manager, at Nikon Metrology from February 2004 to February 2015. Mr. Rezk has over 17 years of experience developing sensor fusion systems for the automotive and aerospace industries. Mr. Rezk holds Bachelor of Science and Master of Science degrees in Electrical Engineering from George Mason University. We believe Mr. Rezk is well-qualified to serve on our Board of Directors due to his technical and manufacturing expertise gained from serving as the Chief Technology Officer of Aeva and over 18 years of experience in the technology industry. Daniel Gibson, 45. Daniel Gibson has served as a Director of the Company since May 2025. Mr. Gibson is the Founder, Chief Investment Officer and Managing Partner of Sylebra Capital Management, a global investment manager founded in 2011 to invest in global equities with a focus on technology, media and telecom companies. He is also a member of the Board of Directors for Impinj, Inc., a leading RAIN RFID and Internet of Things provider, and a member of the Board of Directors for PureCycle Technologies, Inc., a recycling technology company. Prior to Mr. Gibson’s current roles, he was a Partner at Coatue Management, a global investment manager, following a career in private equity and investment banking. Mr. Gibson holds a B.A. in economics from Amherst College. We believe Mr. Gibson’s financial and investment management expertise qualifies him to serve as a director.

  4. Members of the Board of Directors Continuing in Office for a Term Expiring at the 2028 Annual Meeting of Stockholders (the “2028 Annual Meeting”)

    Members of the Board of Directors Continuing in Office for a Term Expiring at the 2028 Annual Meeting of Stockholders (the “2028 Annual Meeting”) Stefan Sommer, PhD, 63. Dr. Stefan Sommer has served as a Director of the Company since November 2023. Dr. Sommer began his professional career as a development engineer at ITT Teves. In 1997, Dr. Sommer moved to Continental Automotive Systems as director of Electronics & Sensor Development. After holding several positions within the Continental Group, Dr. Sommer joined ZF Sachs AG in 2008 as a member of the Board of Management for the Chassis Systems Division. In 2010, Dr. Sommer was appointed to the central Board of Management of ZF AG, where he assumed responsibility for the Materials Management business. From 2012 through December 2017 he served as Chief Executive Officer of ZF AG. Dr. Sommer was a member of the Board of Management of Volkswagen AG with responsibility for the Components and Procurement business from September 2018 to June 2020. He has served as a member of the Supervisory Board at Knorr-Bremse AG, a global leader in safety technology for the automotive and rail industries, since 2021. He has served as chair of the Board of Directors of JOST Werke SE since 2022. Dr. Sommer studied Mechanical Engineering and earned his Engineering Doctorate from Ruhr University Bochum. We believe Dr. Sommer is well-qualified to serve as on our Board of Directors based on his extensive executive leadership experience with leading organizations in the automotive industry, including component manufacturers. Katherine Motlagh, 52. Katherine Motlagh has served on the Board since March 2025. From October 2020 to June 2023, Ms. Motlagh served as Executive Vice President and Chief Financial Officer of CyrusOne LLC (“CyrusOne”), Prior to CyrusOne, she served from May 2015 to October 2020 as Chief Financial Officer of the European, African and Latin American regions at American Tower, a global infrastructure REIT. Ms. Motlagh’s earlier career included divisional Chief Financial Officer roles as well as a variety of finance and accounting leadership roles with progressively increasing responsibilities at Ericsson, Inc., Nokia, Inc., and Nextel Communications, Inc. Ms. Motlagh currently serves on the board of directors of Crown Castle Inc. (NYSE: CCI), and EVgo Inc, (Nasdaq: EVGO). Ms. Motlagh earned a master’s degree and bachelor degree in finance & economics from the Financial University in Moscow, is a licensed Certified Public Accountant and holds the NACD Directorship Certification® (NACD.DC). Additionally, Ms. Motlagh has previously served on the National and European Boards of the Institute of Management Accountants and is a Certified Management Accountant. We believe Ms. Motlagh’s substantial financial expertise makes her well suited to serve on our Board of Directors.

  5. Board Committees

    | • | recommendations to our Board of Directors regarding the form and amount of compensation of our non-employee directors; and |

  6. Submission of Stockholder Proposals and Board Nominees

    Submission of Stockholder Proposals and Board Nominees If you would like to include a proposal for stockholder consideration in our 2027 proxy statement or bring business before our 2027 Annual Meeting, you must send notice to Aeva Technologies, Inc., Attn: Corporate Secretary, 555 Ellis Street, Mountain View, California 94043, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.

  7. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section describes the compensation program for our named executive officers and directors.

  8. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the years ended December 31, 2025 and 2024 for each of our named executive officers.

  9. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All other compensation ($) | Total ($) | | Soroush Salehian Dardashti Chief Executive Officer | 2025 | 600,600 | 1,000,000 | 7,180,000 | 11,750(2) | 8,792,350 | | | 2024 | 600,600 | 900,900 | — | 11,500(2) | 1,513,000 | | Mina Rezk President & Chief Technology Officer | 2025 | 600,600 | 750,000 | 7,180,000 | 371,750(3) | 8,902,350 | | | 2024 | 600,600 | 900,900 | — | 371,500(3) | 1,873,000 | | Saurabh Sinha Chief Financial Officer | 2025 | 491,400 | — | 2,154,000 | 11,750(4) | 2,657,150 | | | 2024 | 491,400 | 624,078 | 1,630,000 | 9,160(4) | 2,754,638 |

  10. Summary Compensation Table

    | 1) | This amount reflects our aggregate accounting expense for restricted stock units and does not represent the actual economic value that may be realized by the named executive officer. There can be no assurance that the amount will ever be realized. The amount reported in this column reflects the aggregate grant date fair value for financial statement reporting purposes of restricted stock units granted during the year ended December 31, 2025, as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”). For the assumptions used in valuing the award, please see Note 13 of the Company’s consolidated financial statements for the year ended December 31, 2025. |

  11. Summary Compensation Table

    | 2) | Amount shown for 2025 reflects a 401(k) plan matching contribution in the amount of $11,750. Amount shown for 2024 reflects a 401(k) plan matching contribution in the amount of $11,500. |

  12. Summary Compensation Table

    | 3) | Amount shown for 2025 reflects a 401(k) plan matching contribution in the amount of $11,750 and $360,000 in relocation stipends pursuant to the CTO Agreement. Amount for 2024 reflects a 401(k) plan matching contribution in the amount of $11,500 and $360,000 in relocation stipends pursuant to the CTO Agreement. |

  13. Summary Compensation Table

    | 4) | Amount shown for 2025 reflects a 401(k) plan matching contribution in the amount of $11,750. Amount shown for 2024 reflects a 401(k) plan matching contribution in the amount of $9,160. |

  14. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2025.

  15. Outstanding Equity Awards at 2025 Year End

    | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number Of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Soroush Salehian Dardashti | 4/16/2025 | — | — | — | — | 875,000(3) | 11,620,000 | — | — | | | 5/4/2023 | — | — | — | — | 231,617(4) | 3,075,874 | 441,176(4) | 5,858,817 | | | 1/23/2020 | 362,684 | — | 2.7380 | 1/23/2030 | — | — | — | — | | | 2/6/2019 | 376,092 | — | 1.3110 | 2/6/2029 | — | — | — | — | | Mina Rezk | 4/16/2025 | — | — | — | — | 875,000(3) | 11,620,000 | — | — | | | 5/4/2023 | — | — | — | — | 154,410(4) | 2,050,565 | 294,118(4) | 3,905,887 | | | 1/23/2020 | 674,313 | — | 2.7380 | 1/23/2030 | — | — | — | — | | | 2/6/2019 | 699,240 | — | 1.3110 | 2/6/2029 | — | — | — | — | | Saurabh Sinha | 4/16/2025 | — | — | — | — | 262,500(3) | 3,486,000 | — | — | | | 8/1/2024 | — | — | — | — | 312,500(5) | 4,150,000 | — | — | | | 5/4/2023 | — | — | — | — | 30,000(6) | 398,400 | — | — | | | 1/4/2023 | — | — | — | — | 60,000(7) | 796,800 | — | — | | | 5/26/2022 | 143,938 | 3,062 | 14.60 | 5/26/2032 | — | — | — | — |

  16. Outstanding Equity Awards at 2025 Year End

    | (1) Shares subject to each stock option vest in 48 equal installments on each monthly anniversary of the grant date, subject to accelerated vesting upon a termination of employment with the Company without “Cause” (as defined in the 2021 Incentive Award Plan) or a resignation for “Good Reason” (as defined in the applicable employment agreement) that occurs in connection with or 12 months after the closing of a Change in Control (as defined in the applicable employment agreement). |

  17. Outstanding Equity Awards at 2025 Year End

    | (2) The market value is based on the $13.28 fair market value of our common stock on December 31, 2025, the closing selling price of our common stock on such date. |

  18. Outstanding Equity Awards at 2025 Year End

    | (3) Messrs. Dardashti, Rezk and Sinha were granted restricted stock units (“RSUs”) on April 16, 2025. The RSUs vest over four (4) years in equal installments every six (6) months, starting on January 7, 2025. |

  19. Outstanding Equity Awards at 2025 Year End

    | (4) Messrs. Dardashti and Rezk were granted performance restricted stock units (the “PSUs”) under the Company’s 2021 Incentive Award Plan on May 4, 2023. Vesting of a portion of the PSUs is contingent upon achievement of certain operational milestones, which have all been achieved as of December 31, 2025, while vesting of the remaining portion of PSUs is contingent upon achievement of certain share price appreciation milestones. Once such operational and share price appreciation milestones are achieved, then such portion of the PSUs will be subject to time-based vesting. In 2025, each of the PSUs granted to Messrs. Dardashti and Rezk achieved the last remaining operational milestone, and as such, a portion of each grant is now subject to time-based vesting. Additionally, please see below for a description of the change in control provisions applicable to the PSUs. |

  20. Outstanding Equity Awards at 2025 Year End

    | (5) Mr. Sinha was RSUs on August 1, 2024. The RSUs vest over four (4) years in equal installments every six (6) months, starting on March 1, 2024. |

  21. Outstanding Equity Awards at 2025 Year End

    | (6) Mr. Sinha was granted RSUs on May 4, 2023. The RSUs vested as to 25% of the underlying shares on May 4, 2024 and the remaining 75% of such underlying shares vest in six (6) equal semi-annual installments thereafter. |

  22. Outstanding Equity Awards at 2025 Year End

    | (7) Mr. Sinha was granted RSUs on January 4, 2023. The RSUs vested as to 12.5% on July 1, 2023 and the remaining underlying shares vest in seven (7) equal semi-annual installments thereafter. |

  23. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Each outstanding equity award held by our named executive officers provides that such award will vest on an accelerated basis in the event the executive officer’s service relationship is terminated by the Company without “Cause” (as defined in the 2021 Incentive Award Plan) or in the event the executive officer resigns for “Good Reason” (as defined in the applicable employment agreement) in connection with or 12 months after a Change in Control (as defined in the applicable employment agreement). Additionally, Messrs. Dardashti and Rezk were granted PSUs under the Company’s 2021 Incentive Award Plan on May 4, 2023. In the event of a Change in Control prior to the recipient’s Termination of Service (each term as defined in the Company’s 2021 Incentive Award Plan), pursuant to each Performance-Based Restricted Stock Unit Grant Notice and Agreement, if the Company so determines, all applicable milestones for which the applicable Performance Period (as defined therein) have not expired will be deemed satisfied. All such PSUs that have achieved their applicable milestones, including as described in the previous sentence, will immediately vest upon the consummation of a Change in Control and will no longer need to satisfy the time-based vesting conditions. Any PSUs that the Company determines does not satisfy the applicable operational or share price appreciation milestone as of the consummation of a Change in Control will automatically be forfeited for no consideration on the date such Change in Control is consummated.

  24. Director Compensation

    Director Compensation The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2025.

  25. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Daniel Gibson | 37,500 | 150,000 | 187,500 | | Katherine Motlagh | 49,167 | 150,000 | 199,167 | | Hrach Simonian | 80,000 | 150,000 | 230,000 | | Stefan Sommer | 210,000 | — | 210,000 | | Stephen Zadesky | 54,167 | 150,000 | 204,167 | | Christopher Eberle(3) | 20,000 | — | 20,000 | | Erin L. Polek(4) | 20,000 | — | 20,000 |

  26. Director Compensation

    | (1) The amount reported in this column reflects the aggregate grant date fair value for financial statement reporting purposes of stock awards granted during the year ended December 31, 2025, as determined in accordance with ASC 718. For the assumptions used in valuing the award, please see Note 13 of the Company’s consolidated financial statements for the year ended December 31, 2025. |

  27. Director Compensation

    | (2) As of December 31, 2025, our non-employee directors serving on our Board in 2025 held the following RSUs: Daniel Gibson – 5,968, Katherine Motlagh – 5,968, Hrach Simonian – 5,968, Stephen Zadesky – 5,968. |

  28. Director Compensation

    | (3) Christopher Eberle resigned from the Board of Directors, effective May 1, 2025. |

  29. Director Compensation

    | (4) Erin L. Polek resigned from the Board of Directors, effective March 31, 2025. |

  30. Director Compensation

    In September 2022, the Compensation Committee, comprised solely of independent directors, recommended to the Board for approval a compensation policy for non-employee directors (the “Director Compensation Policy”) after consideration of market data and based on the recommendation of its independent compensation consultant. Our Board approved the Director Compensation Policy effective November 11, 2022. The Director Compensation Policy consists of the following:

  31. Director Compensation

    | • | a $50,000 annual cash retainer; |

  32. Director Compensation

    | • | an additional $10,000 cash retainer for service on each committee; and |

  33. Director Compensation

    | • | $150,000 annual RSU grant in connection with the annual meeting and vesting on the first anniversary of the grant date (subject to continued service) or upon a change of control (non-U.S. resident directors will receive $150,000 in cash in lieu of such RSU grant). |

  34. Director Compensation

    In addition, non-employee directors are reimbursed for reasonable out-of-pocket expenses.

  35. Pay versus Performance Information

    Pay versus Performance Information In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  36. Pay versus Performance Information

    | Year | Summary Compensation Table Total for Soroush Salehian Dardashti(1) ($) | Compensation Actually Paid to Soroush Salehian Dardashti(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Net Income ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 8,792,350 | 31,700,088 | 5,779,750 | 18,579,510 | 195.29 | (145) | | 2024 | 1,513,000 | 4,373,443 | 2,313,819 | 3,657,244 | 69.85 | (152) | | 2023 | 7,613,310 | 4,893,052 | 4,266,499 | 2,853,083 | 55.71 | (149) |

  37. Pay versus Performance Information

    | 1. | Soroush Salehian Dardashti was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are Mina Rezk and Saurabh Sinha. |

  38. Pay versus Performance Information

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  39. Pay versus Performance Information

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  40. Pay versus Performance Information

    | Year | Summary Compensation Table Total for Soroush Salehian Dardashti ($) | Exclusion of Stock Awards and Option Awards for Soroush Salehian Dardashti ($) | Inclusion of Equity Values for Soroush Salehian Dardashti ($) | Compensation Actually Paid to Soroush Salehian Dardashti ($) | | 2025 | 8,792,350 | (7,180,000) | 30,087,738 | 31,700,088 | | 2024 | 1,513,000 | — | 2,860,443 | 4,373,443 | | 2023 | 7,613,310 | (6,172,060) | 3,451,802 | 4,893,052 |

  41. Pay versus Performance Information

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 5,779,750 | (4,667,000) | 17,466,760 | 18,579,510 | | 2024 | 2,313,819 | (815,000) | 2,158,425 | 3,657,244 | | 2023 | 4,266,499 | (2,773,353) | 1,359,937 | 2,853,083 |

  42. Pay versus Performance Information

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  43. Pay versus Performance Information

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Soroush Salehian Dardashti ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Soroush Salehian Dardashti ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Soroush Salehian Dardashti ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Soroush Salehian Dardashti ($) | Total - Inclusion of Equity Values for Soroush Salehian Dardashti ($) | | 2025 | 11,620,000 | 7,319,514 | 4,202,500 | 6,945,724 | 30,087,738 | | 2024 | — | 2,884,147 | — | (23,704) | 2,860,443 | | 2023 | 3,328,597 | (22,146) | 237,679 | (92,328) | 3,451,802 |

  44. Pay versus Performance Information

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non- PEO NEOs ($) | | 2025 | 7,553,000 | 4,167,914 | 2,731,625 | 3,014,221 | 17,466,760 | | 2024 | 1,039,063 | 1,043,051 | 103,125 | (26,814) | 2,158,425 | | 2023 | 1,526,268 | (165,161) | 141,726 | (142,896) | 1,359,937 |

  45. Pay versus Performance Information

    | 4. | The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2022 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |

  46. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed years.

  47. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed years.

  48. Are all of the Company’s directors standing for election at the 2026 Annual Meeting?

    Are all of the Company’s directors standing for election at the 2026 Annual Meeting? No, only the Board-nominated Class II directors are standing for election at this time. Our Class III directors will stand for election at the 2027 Annual Meeting, and our Class I directors will stand for election at the 2028 Annual Meeting.