DEF 14A of Faraday Future Intelligent Electric Inc., Dec 27, 2023

DEF 14A of Faraday Future Intelligent Electric Inc.

Filed Dec 27, 2023 · FY20220001628280-23-042712

Open on EDGAR

  1. Effect on Equity Compensation Arrangements

    Effect on Equity Compensation Arrangements If the Reverse Stock Split Proposal is approved by our stockholders and the Board decides to implement the Reverse Stock Split Proposal, as of the Reverse Stock Split Effective Time, the per share exercise price of any outstanding stock options and any applicable repurchase price of any restricted shares would be increased proportionately, and the number of shares issuable under outstanding stock options, restricted stock units, performance share units and all other outstanding equity-based awards would be reduced proportionately. The number of shares of Common Stock authorized for future issuance under our equity plan would be proportionately reduced and other similar adjustments would be made under the equity plans to reflect the Reverse Stock Split. In addition, the performance targets to which our performance-based restricted stock units (“PSUs”) are subject, including certain stock price targets, would be proportionally adjusted based on the Reverse Stock Split ratio selected by the Board. In addition, the number of shares of Common Stock available for issuance under our equity incentive plans will be proportionately adjusted for the Reverse Stock Split ratio, such that fewer shares will be subject to the equity incentive plans.

  2. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Certain of our officers and directors have an interest in the Reverse Stock Split Proposal as a result of their ownership of shares of Common Stock. However, we do not believe that our officers or directors have interests in the Reverse Stock Split Proposal that are different than or greater than those of any of our other stockholders.

  3. Equity Compensation Plans

    Equity Compensation Plans For information concerning our equity compensation plans, please see the “Equity Compensation Plan Information” section below.

  4. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for certain of FF’s executive officers and directors. The share amounts discussed in this section have been adjusted to reflect the 80:1 reverse stock split effective August 25, 2023. As an “emerging growth company” as defined in the JOBS Act, FF is not required to include a Compensation Discussion and Analysis section and has elected to apply the scaled back disclosure requirements applicable to emerging growth companies, which require compensation disclosure for all individuals who served as FF’s principal executive officer during 2022, its two most highly compensated executive officers other than the principal executive officer whose total compensation for 2022 exceeded $100,000 and who were serving as executive officers as of December 31, 2022 and two additional individuals for whom disclosure would have been provided but for the fact that such individual was not serving as an executive officer at the end of 2022. We refer to these individuals as “named executive officers.” For 2022, FF’s named executive officers and the positions each held as of December 31, 2022 were: •Mr. Xuefeng (XF) Chen, former Global Chief Executive Officer(1) •Mr. Chui Tin Mok, Global Executive Vice President and Global Head of User Ecosystem •Ms. Yun Han, Chief Accounting Officer and Former Interim Chief Financial Officer(2) •Dr. Carsten Breitfeld, Former Global Chief Executive Officer(3) •Ms. Sue Swenson, Former Executive Chairperson(4) •Ms. Becky Roof, Former Interim Chief Financial Officer(5)

  5. EXECUTIVE AND DIRECTOR COMPENSATION

    | (1) Mr. Xuefeng Chen was appointed Global Chief Executive Officer of FF, effective November 27, 2022. Mr. Chen resigned from his position as Global Chief Executive Officer effective September 29, 2023. |

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    | (2) Ms. Han resigned from her position as Interim Chief Financial Officer of the Company effective July 5, 2023. |

  7. EXECUTIVE AND DIRECTOR COMPENSATION

    | (3) Dr. Breitfeld ceased to serve as the Global Chief Executive Officer of FF, effective November 26, 2022, and his employment with FF terminated, effective December 26, 2022. |

  8. EXECUTIVE AND DIRECTOR COMPENSATION

    | (4) Ms. Swenson resigned as Executive Chairperson and as a member of the Board, effective October 3, 2022. |

  9. EXECUTIVE AND DIRECTOR COMPENSATION

    | (5) Ms. Roof resigned as Interim Chief Financial Officer, effective October 12, 2022. |

  10. EXECUTIVE AND DIRECTOR COMPENSATION

    We expect that FF’s executive compensation program will continue to evolve to reflect FF’s status as a newly publicly-traded company, while still supporting FF’s overall business and compensation objectives of attracting, motivating and retaining individuals who contribute to the long-term success of FF. The Compensation Committee of the Board is responsible for administering FF’s executive compensation program and, at the direction of the Compensation Committee, FF has retained Mercer (US) Inc. (“Mercer”), an independent executive compensation consultant, to help advise on FF’s executive compensation program.

  11. Global CEO Transition and Related Compensation

    Global CEO Transition and Related Compensation On November 26, 2022, the Board removed Dr. Breitfeld as Global CEO and appointed Mr. Chen to the position, effective as of November 28, 2022 (the “Global CEO Effective Date”). In connection with his appointment as Global CEO, FF and Faraday&Future, Inc., a California corporation and a wholly-owned subsidiary of FF ("FF U.S."), entered into an employment agreement with Mr. Chen, dated as of November 27, 2022, setting forth the terms of his employment and compensation. Pursuant to such employment agreement [and contingent on continued service as Global CEO], Mr. Chen is entitled to a base salary of $900,000 and is eligible for an annual performance-based bonus of up to $600,000 under the FF’s bonus plan beginning in 2023. Mr. Chen also received a cash signing and retention bonus of $500,000, subject to repayment (i) in full within 15 business days of termination of Mr. Chen for “Cause” (as defined in the employment agreement), or (ii) on a pro-rated basis, within 15 days, if Mr. Chen either resigns or is terminated without Cause within 36 months of the Global CEO Effective Date. In addition, Mr. Chen is eligible to participate in the Faraday Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) . Subject to the terms of the 2021 Plan Mr. Chen has received $250,000 in grant date fair value of restricted stock units ("RSUs"). Additionally, in accordance to the terms of the 2021 Plan and subject to approval by the Board, Mr. Chen will receive, (i) as of the first anniversary of the Global CEO Effective Date, $300,000 in grant date fair value of RSUs, (ii) as of the second anniversary of the Global CEO Effective Date, $400,000 in grant date fair value of RSUs, (iii) as of the third anniversary of the Global CEO Effective Date, $450,000 in grant date fair value of RSUs, and (iv) as of the fourth anniversary of the Global CEO Effective Date, $600,000 in grant date fair value of RSUs. Each RSU grant will vest in equal 25% increments on each of the first four anniversaries of the applicable grant date, provided Mr. Chen remains employed with the Company on each such vesting date. Subject to approval by the Board and the terms of the 2021 Plan, Mr. Chen will be eligible based on continued service as Global CEO to receive an additional number of PSUs having a target grant date fair value equal to $2,000,000 if FF reaches certain milestones and/or performance goals on certain dates, as specified by the Board (each a “Milestone”), and will be granted as follows: (i) $250,000 in value after FF achieves the first Milestone; (ii) $300,000 in value after FF achieves the

  12. Global CEO Transition and Related Compensation

    second Milestone; (iii) $400,000 in value after FF achieves the third Milestone; (iv) $450,000 in value after FF achieves the fourth Milestone; and (v) $600,000 in value after FF achieves the fifth Milestone. Should FF reach any such Milestone, the PSUs associated with such Milestone will be issued on the date(s) such Milestone is reached and will vest in equal one-third increments on each of the first three annual Milestone anniversary dates following the applicable grant date, provided Mr. Chen remains employed with FF on each such vesting date. On February 3, 2023, the Board granted Mr. Chen an additional $650,000 of PSUs, which vest in equal one-fourth increments on each of the first four annual Milestone anniversary dates. Pursuant to Mr. Chen’s employment agreement, on February 3, 2023, Mr. Chen received an option to purchase 2,000,000 shares of the Class A Common Stock (the "Standard Grant"50% of which vests in equal 25% increments on each of the first four anniversaries of the Global CEO Effective Date, and the other 50% commences vesting on the fourth anniversary of the Global CEO Effective Date, and vests in equal 25% increments on each of the next four anniversaries of the Global CEO Effective Date following such date, in each case, subject to Mr. Chen’s continued employment on each such vesting date. Mr. Chen will also receive a performance-based option to purchase 2,000,000 shares of Class A Common Stock, which will not start to vest until the Company reaches certain milestones on certain dates, as specified by the Board (each, an “Option Milestone,” and such grant, the “Milestone-Based Grant”). The portion of the Milestone-Based Grant subject to each Option Milestone will commence vesting on the date such Option Milestone is achieved and will vest in equal 25% increments on each of the subsequent four anniversaries of such date. The vesting of Mr. Chen's first 1,000,000 of the 2,000,000 performance-based option to purchase shares of Class A Common Stock started upon the completion of the start of production Option Milestone on March 29, 2023. In connection with Dr. Breitfeld’s departure, the Company and Dr. Breitfeld entered into a separation agreement (the “Breitfeld Separation Agreement”), pursuant to which, in exchange for Dr. Breitfeld’s execution and non-revocation of the Breitfeld Separation Agreement, and his continued compliance with the ongoing obligations set forth in his employment agreement and his At-Will Employment Confidential Information Invention Assignment Arbitration Agreement, Dr. Breitfeld is entitled to (i) a lump sum payment equal to the base salary he would have received had he remained employed through March 3, 2023, the end of the term of his employment agreement; (ii) monthly payments equal to the monthly employer contribution, less applicable withholdings, that the Company would have made to provide health insurance to Dr. Breitfeld through March 31, 2023 had Dr. Breitfeld remained employed by the Company through such date; and (iii) an extension of the post-termination exercise period applicable to Dr. Breitfeld’s vested stock option awards until March 26, 2023 (i.e., the 90th day following Dr. Breitfeld’s termination date). On September 16, 2023, Mr. Chen notified the Company of his decision to resign from his position as Global Chief Executive Officer of the Company effective September 29, 2023. Mr. Chen also resigned from his position as a member of the Board, effective September 29, 2023. Effective September 29, 2023, Mr. Chen resumed his prior position as FF China Chief Executive Officer, based in China, and assumed a new role as Executive Vice President of Global Industrialization of the Company. In this position, Mr. Chen focuses on the launch of the FF 91 2.0 Futurist Alliance in China and the next stage of developments with the dual home markets of China and the United States. Mr. Chen also focuses on the implementation of the Company’s China business development plans, including establishing FF China joint venture, accessing China automotive market, integrating the China supply chain, and ongoing costs reductions.

  13. Appointment of Yun Han

    Appointment of Yun Han In connection with Ms. Han’s appointment as Chief Accounting Officer and Interim Chief Financial Officer in October 2022, the Company entered into an offer letter with Ms. Yun Han (the “Han Offer Letter”), pursuant to which Ms. Han will receive an annual base salary of $400,000 and a one-time signing and retention bonus consisting of $200,000 in cash (the “Cash Signing and Retention Bonus”) and RSUs having a grant date fair value of $200,000, which fully vested 30 days after Ms. Yun Han’s onboarding at the Company (the “Equity Signing and Retention Bonus” and together with the Cash Signing and Retention Bonus, the “Signing and Retention Bonus”). Ms. Han will also be eligible to receive a discretionary annual performance bonus of up to $240,000. Subject to approval by the Board and the terms of the 2021 Plan, Ms. Han has received as of her start date with the Company, $300,000 in grant date fair value of RSUs. Additionally, Ms. Han will receive (i) as of her first annual work anniversary with the Company, $400,000 in grant date fair value of RSUs, (ii) as of her second annual work anniversary with the Company, $550,000 in grant date fair value of RSUs, and (iii) as of her third annual work anniversary with the Company, $750,000 in grant date fair value of RSUs. Each RSU grant will vest in equal 25% increments on each of the first four anniversaries of the applicable grant date, provided Ms. Han remains employed with the Company on each such vesting date. Subject to approval by the Board and the terms of the 2021 Plan, Ms. Han will be eligible to receive an additional number of PSUs having a target value equal to $2,000,000 if the Company and Ms. Han reach certain milestones and/or performance goals on certain dates as specified by the Board. The first tranche of such PSUs were granted to Ms. Han as of her start date and have a grant date fair value of $300,000 and will vest on the first three anniversaries of the start of production of the Company’s FF 91 model. On July 5, 2023, Ms. Han notified the Company of her decision to resign from her positions as Interim Chief Financial Officer, principal financial officer and principal accounting officer effective immediately. Ms. Han has continued her role as Chief Accounting Officer of the Company.

  14. Base Salary

    Base Salary Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program. In general, FF seeks to provide a base salary level designed to reflect each executive officer’s scope of responsibility and accountability. Please see the “Salary” column in the “Summary Compensation Table — Fiscal 2022” for the base salary amounts received by each named executive officer in 2022. Following the completion of the previously disclosed investigation by the special committee of independent directors in January 2022, the Board approved a 25% reduction in the annual base salary for Dr. Breitfeld. As described above, Ms. Swenson’s base salary was reduced from $100,000 per month to $75,000 per month effective May 1, 2022 upon Ms. Swenson’s voluntary waiver of 25% of her monthly base salary in connection with certain cost reduction measures taken by FF. In October 2022, the Board approved an additional temporary 25% reduction in the annual base salaries of each of FF’s employees, including each of the then-serving named executive officers, in exchange for RSUs having a grant date fair value equal to the amount of reduction in the employee’s salary, which RSUs vested on December 31, 2022, subject to their continued employment through such date. Mr. Mok was granted RSUs with respect to 802 shares under this program. Due to his separation, Dr. Breitfeld did not vest in any RSUs under this program. In addition, FF employees, including each of the then-serving named executive officers, could receive RSUs having a grant date fair value equal to 150% and 200% of the amount of foregone salary if they agreed to salary reductions of 50% and 60% (if there is a reduction to two times the minimum wage and at least 60% reduction from the previous salary), respectively. Ms. Han agreed to a reduction of her salary to two times the minimum wage and was accordingly granted RSUs under this program with respect to 4,329 shares.

  15. Bonuses

    Bonuses Pursuant to the terms of his offer letter, Mr. Mok was also eligible for a discretionary target bonus for 2022 in the amount of $300,000. Based on a review of the Company’s performance in 2022, the Compensation Committee of the Board determined not to award a discretionary bonus to Mr. Mok for 2022.

  16. Equity Awards

    Equity Awards To further focus FF’s executive officers on FF’s long-term performance, FF has granted equity compensation in the form of stock options and RSUs. In late 2022, the Company granted Dr. Breitfeld and Mr. Mok stock options to purchase 8,833 shares and 27 shares, respectively, 50% of which fully vested on the grant date and, with respect to Mr. Mok, 50% of which will vest in four equal annual installments on each of the first four anniversaries of the start of production of the Company’s FF 91 model. The exercise price for these options was set at $71.40 per share, which was above the $26.00 stock price on the date of grant. Dr. Breitfeld forfeited the unvested portions of these options in connection with his termination in December 2022.

  17. Equity Awards

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  18. Equity Awards

    Please see the “Summary Compensation Table — Fiscal 2022” and the “Outstanding Equity Awards at 2022 Fiscal Year-End” tables for further information regarding the equity grants received by the named executive officers during 2022.

  19. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information concerning compensation paid to the named executive officers for the fiscal year ended December 31, 2022 and, to the extent required by the SEC executive compensation disclosure rules, 2021:

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Xuefeng Chen(5) Former Global Chief Executive Officer | 2022 | 487,500 | 500,000 | — | — | — | — | 987,500 | | Chui Tin Mok Global Executive Vice President and Global Head of User Ecosystem | 2022 | 500,000 | — | — | 967 | — | — | 500,967 | | | 2021 | 450,000 | 469,917 | 214,773 | — | — | — | 1,134,690 | | Yun Han(5) Chief Accounting Officer and Former Interim Chief Financial Officer | 2022 | 73,976 | 200,000 | 856,533 | — | — | — | 1,130,509 | | Dr. Carsten Breitfeld (4) Former Global Chief Executive Officer | 2022 | 1,645,401 | — | — | 334,082 | — | 384,705 | 2,364,188 | | | 2021 | 1,908,333 | 1,998,354 | 673,125 | 2,213,144 | — | 413,357 | 7,206,313 | | Sue Swenson Former Executive Chairperson | 2022 | 773,147 | — | — | 1,958,341 | — | — | 2,731,488 | | Becky Roof Former Interim Chief Financial Officer | 2022 | — | — | — | — | — | 1,550,000 | 1,550,000 |

  21. Summary Compensation Table

    (1)The annualized base salaries for the then-serving named executive officers at the beginning of fiscal 2022 were as follows: Mr. Mok, $500,000; and Dr. Breitfeld, $2,250,000. Following the completion of the previously disclosed investigation by the special committee of independent directors in January 2022, the Board approved a 25% reduction in the annual base salary for Dr. Breitfeld. The amount reported in this column for Ms. Swenson represents fees paid to her for her service as Executive Chairperson during 2022. Ms. Swenson’s base salary was reduced from $100,000 per month to $75,000 per month effective May 1, 2022 upon Ms. Swenson’s voluntary waiver of 25% of her monthly base salary in connection with certain cost reduction measures taken by FF. In October 2022, Mr. Mok agreed to a temporary salary reduction in exchange for RSUs having a grant date fair value equal to the amount of his salary reduction. In October 2022, Ms. Han agreed to a temporary salary reduction in exchange for RSUs having a grant date fair value equal to 200% of her foregone salary. The amount reported in this column for Mr. Mok includes $20,833, which represents the grant date fair value of such RSUs calculated in accordance with the Financial Accounting Standards Board ("FASB") accounting standards codification ("ASC Topic 718"). The amount reported in this column for Ms. Yun Han includes $56,000, which represents the portion of her RSU grant with a grant date fair value equal to the amount of her foregone salary, calculated in accordance with ASC Topic 718. (2)The amounts reported in this column for Mr. Chen and Ms. Han in 2022 represent cash signing and retention bonuses of $500,000 and $200,000, respectively. (3)The amounts reported in these columns reflect the grant date fair value of time-based RSUs, time-based stock option awards and PSU awards, as applicable, granted to the named executive officers during 2022 and are accounted for in accordance with FASB ASC Topic 718. The awards were valued in accordance with FASB ASC Topic 718 and, in the case of Ms. Han’s PSU award and Mr. Mok and Ms. Swenson’s stock option awards, based on the assumed achievement of the performance condition at the time of grant, which was considered the probable achievement level at the time of grant. Because Ms. Han’s PSU award and Mr. Mok’s and Ms. Swenson’s stock option awards each only have one payout level, there is no grant date fair value below or in excess of the amount reflected in the table above for Ms. Han, Mr. Mok or Ms. Swenson that could be calculated and disclosed based on achievement of the underlying performance condition. The amounts reported for Ms. Han includes $56,533, representing the excess of the grant date fair value of the RSU awards received by Ms. Han over the amount of salary foregone in exchange for such RSUs. The assumptions used to calculate the grant date fair value of the option awards granted in 2022 are as follows: expected volatility of 40.52%, expected dividend yield of 0%, an assumed risk-free interest rate of 2.73% and expected term of 6.99 years. (4)For Dr. Breitfeld, this amount includes (1) $114,673 for 2022, which is the allocated value of the costs incurred by the Company with respect to the corporate housing provided to Dr. Breitfeld, (2) a tax reimbursement for 2022 of $229,345 with respect to the corporate housing benefit, and (3) the value of a rental car provided to Dr. Breitfeld during 2022 in the amount of $40,687. For Ms. Roof, this amount represents consulting fees paid by FF to APS Services, LLC for her services as Interim Chief Financial Officer. (5)Mr. Chen, Ms. Han, Ms. Swenson and Ms. Roof were not named executive officers in 2021.

  22. Outstanding Equity Awards at 2022 Fiscal Year-End

    Outstanding Equity Awards at 2022 Fiscal Year-End FF Equity Awards: The table below sets forth certain information concerning outstanding stock options to purchase Class A Common Stock of FF and RSUs and PSUs that were unvested as of December 31, 2022. As of December 31, 2022, Mr. Chen, Ms. Swenson and Ms. Roof did not hold any outstanding equity awards with respect to FF.

  23. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Date of Grant | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Chui Tin Mok | 5/30/2019 | 7,198 | 3,400 (1) | — | 204.00 | 5/30/2029 | — | — | — | — | | | 7/26/2020 | 1,542 | 1,365 (2) | — | 192.80 | 7/26/2030 | — | — | — | — | | | 11/23/2022 | 13 | — | 13 (3) | 71.40 | 11/23/2032 | — | — | — | — | | Yun Han | 10/25/2022 | — | — | — | 0.00 | — | 6,466 (4) | 150,000 | — | — | | | 10/25/2022 | — | — | — | 0.00 | — | — | — | 6,466 (5) | 150,000 | | Dr. Carsten Breitfeld | 4/8/2020 | 6,602 | — | — | 192.80 | 4/8/2030 | — | — | — | — | | | 7/26/2020 | 450 | — | — | 192.80 | 7/26/2030 | — | — | — | — | | | 11/23/2022 | 4,416 | — | — | 71.40 | 11/23/2032 | — | — | — | — |

  24. Outstanding Equity Awards at 2022 Fiscal Year-End

    (1)This option is scheduled to vest as follows (subject in each case to the named executive officer’s continued employment through the applicable vesting date): •With respect to 89 shares on January 8, 2023. •With respect to 574 shares, in 13 equal monthly installments on the eighth day of each month through January 8, 2024. •With respect to 1,104 shares, in 25 equal monthly installments on the eighth day of each month through January 8, 2025. •With respect to 1,634 shares, in 37 equal monthly installments beginning on January 8, 2022. (2)This option is scheduled to vest as follows (subject in each case to the named executive officer’s continued employment through the applicable vesting date): •With respect to 1,081 shares, in 15 equal monthly installments on the 26th day of each month through March 16, 2024. •With respect to 120 shares, in 18 equal monthly installments on the 26th day of each month through Jun 26, 2024. •With respect to 67 shares, in 30 equal monthly installments on the 26th day of each month through Jun 26, 2025. •With respect to 47 shares, in 42 equal monthly installments on the 26th day of each month through June 26, 2026. •With respect to 53 shares, in 48 equal monthly installments beginning on June 26, 2023. (3) 50% of this option was vested on the grant date and 50% will vest in four equal annual installments on each of the first four anniversaries of the start of production of the Company’s FF 91 model, provided Mr. Mok remains employed with the Company on each such vesting date. (4) These RSUs are scheduled to vest in equal 25% increments on each of the first four anniversaries of the applicable grant date, provided Ms. Han remains employed with the Company on each such vesting date. (5) These PSUs are scheduled to vest on the first three anniversaries of the start of production of the Company’s FF 91 model, provided Ms. Han remains employed with the Company on each such vesting date. FF Global Equity Awards: Certain members of Company management and other Company employees are equity owners of FF Global, which beneficially owns approximately 0.7% of the voting power of FF’s fully diluted Common Stock as of December 18, 2023. Metaverse Horizon Limited ("MHL"), is an independent investment fund with investors including FF Global. As such, MHL is a related party of the Company as MHL's investors include a subsidiary of FF Global. FF Global has control over the Company's management, business and operations. MHL beneficially owns 8.2% of the voting power of FF's fully diluted Common Stock

  25. Outstanding Equity Awards at 2022 Fiscal Year-End

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  26. Outstanding Equity Awards at 2022 Fiscal Year-End

    as of December 18, 2023. The below sets forth the FF Global and MHL's equity interests for each of the named executive officers as of December 31, 2022.

  27. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | FF Global Awards | | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Awards Exercisable | Number of Securities Underlying Unexercised Awards) Unexercisable | Per-Unit Purchase Price ($) | Award Expiration Date | | Xuefeng Chen | — | — | — | — | — | | Chui Tin Mok | 6/25/2019 | 9,750 | — | 40.00 | 6/25/2029 | | Yun Han | — | — | — | — | — | | Dr. Carsten Breitfeld | — | — | — | — | — | | Sue Swenson | — | — | — | — | — | | Becky Roof | — | — | — | — | — | | Jonathan Maroko | — | — | — | — | — | | Matthias Aydt | — | — | — | — | — |

  28. Outstanding Equity Awards at 2022 Fiscal Year-End

    (1) The FF Global equity interests are fully vested and exercisable. However, if the executive does not pay an installment of the purchase price when due, the equity interests related to that installment will be forfeited to FF Global without consideration. (2) In May 2022, Mr. Mok returned 39,000 of his equity awards to FF Global pursuant to amendments to the governance documents of FF Global

  29. Director Compensation Table — Fiscal 2022

    Director Compensation Table — Fiscal 2022 The following table sets forth certain information concerning compensation paid to each of FF’s non-employee directors during 2022. Dr. Breitfeld, Mr. Aydt and Mr. Chen served in 2022 as directors and employees of FF; however, they did not receive any additional compensation for their service on the Board during 2022. Please see the “– Summary Compensation Table — Fiscal 2022” for the compensation received by Dr. Breitfeld, Mr. Chen and Ms. Swenson during 2022.

  30. Director Compensation Table — Fiscal 2022

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | Chad Chen (1) | 22,916 | — | — | 22,916 | | Edwin Goh (2) | 577,702 | 195,000 | — | 772,702 | | Adam (Xin) He (1) | 68,739 | — | — | 68,739 | | Brian Krolicki (2) | 462,980 | — | — | 462,980 | | Lee Liu (2) | 372,884 | 195,000 | — | 567,884 | | Jie Sheng (1) | 3,848 | — | — | 3,848 | | Ke Sun (1) | 771 | — | — | 771 | | Jordan Vogel (2) | 538,314 | — | — | 538,314 | | Scott Vogel (2) | 528,235 | — | — | 528,235 | | Qing Ye (3) | — | — | — | — |

  31. Director Compensation Table — Fiscal 2022

    (1) Messrs. Chad Chen, He and Sheng and Ms. Sun were appointed to the Board effective October 27, 2022, September 23, 2022, December 18, 2022 and December 27, 2022, respectively. (2) Mr. Scott Vogel resigned from the Board effective October 3, 2022. Mr. Jordan Vogel resigned from the Board on October 5, 2022. Mr. Krolicki resigned from the Board effective October 28, 2022. Mr. Liu resigned from the Board effective December 18, 2022. Mr. Goh resigned from the Board effective December 26, 2022. (3) Mr. Ye, a former non-executive employee of FF, also served as a director of the Company during 2022. Mr. Ye did not receive any compensation for his services as a director in 2022. As an employee, with respect to 2022, Mr. Ye received cash compensation of $260,479 and option awards with an aggregate grant date fair value of $43,919. As of December 31, 2022, Mr. Ye held outstanding stock options with respect to 1,143 shares. (4) Other than the option awards noted in footnote 3 held by Mr. Ye, none of FF’s other non-employee directors held any stock awards or option awards as of December 31, 2022.

  32. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy The following director compensation program relates to FF’s non-employee directors and accordingly, Dr. Breitfeld, Mr. Aydt and Mr. Ye did not, and Mr. Chen does not, receive compensation for their services as directors. Effective as of May 1, 2022, the director compensation program was amended to decrease the meeting fee that applies to every Board and Board committee meeting after the 15th meeting in a year from $2,000 to $1,500 per meeting and to cap the monthly amount of such fees that may be paid to a director at $50,000. Effective as of November 1, 2022, the director compensation program was further amended to (among other changes) cap the monthly amount of such meeting fees at $20,000, reduce the annual cash retainer of the Chairperson from $45,000 to $30,000 and eliminate the RSU premiums payable during the initial year of service as an independent director or Board or Committee Chairperson. As so amended, the FF non-employee director compensation program provides for the following: •Annual Board Cash Retainer: $50,000 •Annual Lead Independent Director Cash Retainer: $20,000 •Annual Committee Member Cash Retainers: ◦Audit Committee: $10,000 ◦Compensation Committee: $6,250

  33. Non-Employee Director Compensation Policy

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  34. Non-Employee Director Compensation Policy

    ◦Nominating and Corporate Governance Committee: $5,000 ◦Finance & Investments Committee: $5,000 •Annual Executive Chairperson and Committee Chair Cash Premiums: ◦Executive Chairperson: $30,000 ◦Audit Committee: $15,000 ◦Compensation Committee: $10,000 ◦Nominating and Corporate Governance Committee: $7,500 ◦Finance & Investments Committee: $7,500 •Annual RSU Award: $150,000 •Compensation for Additional Time: $1,500 per Board or Board committee meeting (excepting meetings of special committees of the Board) for every meeting above 15 per year (measured from August 1 to July 31 of each year), up to a maximum of $20,000 for each calendar month. In 2022, the Company granted to each of Messrs. Liu and Goh an RSU award in accordance with the program above in recognition of their service on the Board since the closing of the Business Combination, which award was 100% vested on the grant date.