DEF 14A of Aurora Innovation, Inc., Apr 5, 2024

DEF 14A of Aurora Innovation, Inc.

Filed Apr 5, 2024 · FY20230001828108-24-000075

Open on EDGAR

  1. Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting?

    Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting? Members of our board of directors have an interest in Proposal 1, the election of the three director nominees to the board of directors as set forth herein, as each of the nominees is currently a member of the board of directors. Certain members of our board of directors who are officers and certain of our officers may have an interest in Proposal 2, the approval of an amendment to our Certificate of Incorporation to reflect recently adopted Delaware law provisions regarding officer exculpation, because, if adopted, the amendment will result in the exculpation of such officers from liability in certain circumstances, as more fully described herein. Certain of our directors and officers are named executive officers and thus may have an interest in Proposal 3, the approval, on an advisory basis, of the compensation of our named executive officers, and Proposal 4, the approval, on an advisory basis, of the frequency of future stockholder advisory votes on the compensation of our named executive officers. Members of the board of directors and our executive officers do not have any interest in Proposal 5, the ratification of the appointment of our independent registered public accounting firm.

  2. Nominees for Director

    Nominees for Director Brittany Bagley. Mr. Bagley has served as a director on our board of directors since July 2021. Ms. Bagley currently serves as Chief Operating Officer and Chief Financial Officer of Axon Enterprise, Inc., and was previously its Chief Business and Financial Officer since September 2022. Prior to Axon, she served as Chief Financial Officer of Sonos, Inc. from April 2019 to August 2022, and served on their board of directors from September 2017 to April 2019 where she was chair of the Compensation Committee. From December 2017 to April 2019, Ms. Bagley served as a Managing Director of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”), a global investment firm, and previously served in other roles at KKR from July 2007 to December 2017. Prior to joining KKR, Ms. Bagley was an analyst at The Goldman Sachs Group, Inc., an investment banking firm. Ms. Bagley holds a B.A., Magna Cum Laude, from Brown University. We believe Ms. Bagley is qualified to serve on our board of directors because of her financial knowledge and leadership experience in the technology industry. Reid Hoffman. Mr. Hoffman currently serves as a director on our board. Mr. Hoffman is a co-founding member of Reinvent Capital. He co-founded LinkedIn Corporation, served as its founding Chief Executive Officer, and served as its Executive Chairman until the company’s acquisition by Microsoft Corporation for $26.2 billion. Early in his career, he was Chief Operating Officer and Executive Vice President and served on the founding board of directors of PayPal Holdings, Inc. Mr. Hoffman is a Partner at Greylock Partners (joining Greylock in 2009), a leading Silicon Valley venture capital firm, where he focuses on investing in technology products that can reach hundreds of millions of people. In 2022, he co-founded Inflection AI, a company focused on developing machine learning and generative artificial intelligence hardware and apps. He also serves on the board of directors of Microsoft Corporation and Joby Aviation, Inc. and as a director or observer for a number of private companies including Blockstream, Coda, Convoy, Entrepreneur First and Nauto. Additionally, Mr. Hoffman serves on multiple not-for-profit boards, including Kiva, Endeavor, CZ Biohub, Berggruen Institute, Research Bridge Partners, Lever for Change, New America Foundation, Opportunity @ Work and the Stanford Institute for Human-Centered AI. Mr. Hoffman also served on the Visiting Committee of the MIT Media Lab. Over the years, Mr. Hoffman has made early investments in over 100 technology companies, including companies such as Facebook, Ironport and Zynga. He is the co-author of five best-selling books: The Startup of You, The Alliance, Blitzscaling, Masters of Scale and Impromptu. He also hosts the podcasts Masters of Scale and Possible. Mr. Hoffman earned a master’s degree in philosophy from Oxford University, where he was a Marshall Scholar, and a bachelor’s degree with distinction in symbolic systems from Stanford University. Mr. Hoffman has an honorary doctorate from Babson College and an honorary fellowship from Wolfson College, Oxford University. Mr. Hoffman has received a number of awards, including the Salute to Greatness from the Martin Luther King Center. We believe Mr. Hoffman is qualified to serve on our board of directors because of his extensive leadership and investing experience in the technology industry and knowledge of high-growth companies. Claire D’Oyly-Hughes Johnson. Ms. D’Oyly-Hughes Johnson has served as a director on our board of directors since January 2022. She currently serves as a corporate officer and advisor for the global financial technology company Stripe. Ms. D’Oyly-Hughes Johnson served as Chief Operating Officer at Stripe from October 2014 to April 2021, where she helped Stripe grow from under 200 employees to more than 6,000 and from tens of millions in revenue to billions. At various times, she led business operations, sales, marketing, customer support, risk and all of the people functions, including workplace and real estate. Prior to joining Stripe, Ms. D’Oyly-Hughes Johnson spent ten years at Google, leading various business teams including the launch and operations of Gmail and Google Apps. She was also the Vice President responsible for Adwords mid-market revenue globally, Google Offers sales, product and engineering and the business, operations and product teams of their self-driving car project. Ms. D’Oyly-Hughes Johnson earned a bachelor’s degree with honors from Brown University and an M.B.A. from the Yale School of Management. She has previously served on the board of Hallmark Cards, Inc. and is also a trustee and President of the board of the K-12 independent school Milton Academy. Ms. D’Oyly-Hughes Johnson also currently serves on the boards of directors of the customer relationship management platform HubSpot, the renewable energy company Ameresco and the multi-platform publication The Atlantic. We believe Ms. D’Oyly-Hughes Johnson is qualified to serve on our board of directors because of her operational and leadership experience in the technology industry.

  3. Continuing Directors

    Continuing Directors Chris Urmson. Mr. Urmson is a co-founder of Aurora and has served as Chief Executive Officer and a director on the board at Aurora since its formation in 2017. Prior to founding Aurora, Mr. Urmson helped build Google’s self-driving program from 2009 to 2016 and served as Chief Technology Officer of the group. Mr. Urmson has over 20 years of experience leading automated vehicle programs. He was the Director of Technology for Carnegie Mellon’s DARPA Grand and Urban Challenge Teams, which placed second and third in 2005 and first in 2007. Mr. Urmson earned his Ph.D. in Robotics from Carnegie Mellon University and his BEng in Computer Engineering from the University of Manitoba. Mr. Urmson currently serves on Carnegie Mellon’s School of Computer Science Dean’s Advisory Board. He also currently serves on the board of directors for Edge Case Research, a company working to assure the safety of autonomous systems for real world deployment. Mr. Urmson has authored over 50 publications and is a prolific inventor. We believe Mr. Urmson is qualified to serve on our board of directors, given his extensive technical and leadership experience in the self-driving sector and the unique perspective he brings as one of Aurora’s co-founders and current Chief Executive Officer. Sterling Anderson. Mr. Anderson is a co-founder of Aurora and has served as its Chief Product Officer since its formation in 2017 and a director on our board since January 2018. Mr. Anderson has spent over 14 years leading advanced vehicle programs. Prior to founding Aurora, Mr. Anderson led the design, development and launch of the award-winning Tesla Model X, and led the team that delivered Tesla Autopilot. In the late 2000s, he developed MIT’s Intelligent Co-Pilot, a shared autonomy framework that paved the way for broad advances in cooperative control of human-machine systems. Mr. Anderson holds multiple patents and over a dozen publications in autonomous vehicle systems and an MS and PhD from MIT. We believe Mr. Anderson is qualified to serve on our board of directors because of his deep experience in the self-driving industry, strong technical knowledge and the unique perspective he brings as a co-founder of Aurora. Gloria Boyland. Ms. Boyland currently serves as a director on our board. Ms. Boyland is a retired senior executive of FedEx Corporation (“FedEx”), where she served in various leadership positions between 2004 to 2020, including as Corporate Vice President, Operations & Service Support and Vice President, Service Experience Leadership beginning in 2016. While at FedEx, Ms. Boyland led operational initiatives in electro mobility, network and fleet automation, customer experience improvements and advancing new service offerings. Prior to her tenure at FedEx, Ms. Boyland held various leadership positions at General Electric Company from 1992 to 2004, including as General Manager, Fleet Management Services - GE Fleet and Six Sigma Enterprise Quality Leader, GE Auto Finance Services. Earlier in her career, Ms. Boyland served as legal counsel for AXA Financial from 1986 to 1992. Ms. Boyland currently serves on the boards of directors of Vontier Corporation and United Natural Foods, Inc., and previously served as a member of the boards of Chesapeake Energy Corporation and UMRF Ventures, Inc. In 2016, Ms. Boyland was appointed to the U.S. Department of Transportation’s Advisory Committee on Automation in Transportation. Ms. Boyland also served as a strategic advisor to the Company from 2020 to 2021. Ms. Boyland holds a B.A. in Psychology and Business from Eckerd College, a J.D. from the University of Pennsylvania and an MBA from Duke University’s Fuqua School of Business. We believe Ms. Boyland is qualified to serve on our board of directors because of her operational and leadership experience in the transportation and logistics industry. Dara Khosrowshahi. Mr. Khosrowshahi currently serves as a director on our board. Mr. Khosrowshahi has served as the Chief Executive Officer of Uber Technologies, Inc. and as a member of Uber’s board of directors since September 2017. Prior to joining Uber, Mr. Khosrowshahi served as President and Chief Executive Officer of Expedia, Inc., an online travel company, from August 2005 to August 2017. From August 1998 to August 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005, Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp from January 2002 to January 2005, and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning from July 2000 to January 2002. Mr. Khosrowshahi worked at Allen & Company LLC from 1991 to 1998, where he served as Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the board of directors of Expedia Group and Grab Holdings Ltd. Mr. Khosrowshahi previously served as a member of the supervisory board of trivago N.V., a global hotel search company, from December 2016 to September 2017, and previously served on the board of directors for the following companies: The New York Times Company, a news and media company, from May 2015 to September 2017, and TripAdvisor, Inc., an online travel company, from December 2011 to February 2013. Mr. Khosrowshahi holds a B.S. from Brown University. We believe Mr. Khosrowshahi is qualified to serve on our board of directors because of his operational and leadership experience in the technology industry and knowledge of the mobility space. Michelangelo Volpi. Mr. Volpi currently serves as a director on our board. Mr. Volpi has served as Partner at Index Ventures since July 2009. Mr. Volpi joined Index and helped establish the firm’s San Francisco office. He invests primarily in infrastructure, open-source and artificial intelligence companies. Mr. Volpi is currently serving on the boards of Arthur AI, Inc., Cockroach Labs, Inc., Cohere Inc., Confluent, Inc., Covariant, Inc., Hebbia, Inc., Kong Inc., Sonos, Inc., Ferrari N.V. and Wealthfront Corporation, among others. He was previously a director of Blue Bottle Coffee, Inc., Elastic N.V., Fiat Chrysler Automobiles N.V., Hortonworks, Inc. and Zuora, Inc. Mr. Volpi held several executive positions prior to Index, including Chief Strategy Officer and SVP/GM of Cisco’s routing business. While at Cisco, he managed a P&L in excess of $10 billion in revenues, and his team was responsible for the acquisition of over 70 companies, some of which were multi-billion dollar deals. Mr. Volpi has a B.S. in mechanical engineering and an M.S. in manufacturing systems engineering from Stanford and an M.B.A. from the Stanford Graduate School of Business. He currently serves on the Global Advisory Board of Stanford’s Knight Hennessy Scholars program. We believe Mr. Volpi is qualified to serve as a member of our board of directors due to his extensive experience in senior leadership positions at technology and other companies.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen and experience, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the board and skills that are complementary to the board, an understanding of our business, an understanding of the responsibilities that are required of a member of the board, other time commitments and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. In determining whether to recommend a director for reelection, our nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board and our business and other qualifications and characteristics set forth in the charter of our nominating and corporate governance committee. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.

  5. Director Compensation

    Director Compensation Our compensation program for our non-employee directors consists of annual retainer fees and long-term equity awards (the “Outside Director Compensation Policy”). Our Outside Director Compensation Policy provides for the compensation of our non-employee directors for their service as director. The cash and equity components of our compensation policy for non-employee directors are set forth below:

  6. Director Compensation

    | Position | Annual Cash Retainer ($) | | Base Director Fee | 60,000 | | Additional Chairperson Fee | | | Chair of the Audit Committee | 25,000 | | Chair of the Compensation Committee | 20,000 | | Chair of the Nominating and Corporate Governance Committee | 10,000 |

  7. Director Compensation

    Under our Outside Director Compensation Policy, each non-employee director upon first becoming a non-employee director automatically receives an initial award of restricted stock units having a value of $225,000 (the “Initial Award”). Non-employee directors who first became a non-employee director prior to the Registration Date (as defined below) were granted an Initial Award on the date of our first registration of shares on a Form S-8 Registration Statement (the “Registration Date”). The Initial Award will vest annually over three years, subject to continued service through each applicable vesting date. On the date of each annual meeting of our stockholders, each non-employee director automatically receives an annual restricted stock unit award having a value of $225,000, effective on the date of each annual meeting of stockholders (the “Annual Award”). The Annual Award vests on the earlier of one year following the grant date or the next annual meeting of stockholders, subject to continued service through the vesting date. All awards under the Outside Director Compensation Policy accelerate and vest upon a change in control.

  8. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2023. Directors who are also our employees receive no additional compensation for their service as directors. During 2023, Mr. Urmson was an employee and executive officer of the Company, and Mr. Anderson was an employee of the Company, and therefore, Mr. Urmson and Mr. Anderson did not receive additional compensation for their service as directors. See “Executive Compensation” for additional information regarding Mr. Urmson’s compensation.

  9. Director Compensation for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Brittany Bagley | 85,000 | 213,301 | 298,301 | | Claire D’Oyly-Hughes Johnson | 60,000 | 213,301 | 273,301 | | Gloria Boyland(1) | 48,166 | 397,230 | 445,396 | | Reid Hoffman | 70,000 | 213,301 | 283,301 | | Dara Khosrowshahi(2) | — | — | — | | Michelangelo Volpi(2) | — | — | — | | Carl Eschenbach(3) | 11,833 | — | 11,833 |

  10. Director Compensation for Fiscal Year 2023

    _____________________________ (1)Ms. Boyland joined our board of directors on March 13, 2023. (2)Declined compensation under the Outside Director Compensation Policy. (3)Mr. Eschenbach resigned from our board of directors effective March 13, 2023. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2023:

  11. Director Compensation for Fiscal Year 2023

    | Name | Number of Shares Underlying Outstanding Stock Awards | | Brittany Bagley | 216,168 | | Claire D’Oyly-Hughes Johnson | 187,472 | | Gloria Boyland | 297,472 | | Reid Hoffman | 159,180 |

  12. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class III directors, Brittany Bagley, Reid Hoffman and Claire D’Oyly-Hughes Johnson, will be nominated for election to a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  13. Our Commitment to Best Practices

    | What We Do | What We Don’t Do | | ✔ 100% of directors on our compensation committee are independent | ✘ No pension plans or supplemental retirement plans | | ✔ Retain an independent compensation advisor who advises the compensation committee | ✘ No pledging of our stock by directors or executive officers | | ✔ A significant portion of compensation for named executive officers is at-risk, and based on our stock price performance | ✘ No short sales, hedging or margin accounts | | ✔ Annual review of named executive officer compensation and competitive market data | ✘ No excise tax gross-ups upon a change in control | | ✔ Double-trigger change in control arrangements | ✘ No guaranteed bonuses | | ✔ Assess the risk-reward balance of our compensation programs to mitigate undue risks | ✘ No excessive perquisites | | ✔ Performance-based compensation is subject to our clawback policy | ✘ No dividends on unvested restricted stock unit awards |

  14. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights Our 2023 executive compensation program was designed to be consistent with our executive compensation philosophy. Highlights of our 2023 executive compensation program include: •No changes to base salary other than in connection with promotions or appointments. We made no changes to the base salary of our named executive officers except in connection with an executive officer’s promotion or appointment. •Bonuses reflecting pay-for-performance values. A significant portion of compensation payable to our executive officers was contingent on meeting performance criteria related to key milestones and corporate strategic objectives. •Competitive Equity Awards. We granted restricted stock units and options to our named executive officers (other than our CEO) that align the interests of our executive officers with those of our stockholders.

  15. Role of Compensation Committee

    Role of Compensation Committee Each year, our compensation committee conducts a review of our executive compensation program and related policies and practices. Our compensation committee assesses the prior year performance of the Company and our executives, and establishes (1) a bonus plan, including target pay levels, metrics and performance criteria for the year or the performance period, applicable to all of our eligible employees, including our named executive officers, (2) an annual equity award budget and grants for our executives, including our named executive officers and (3) the base salary of our executives, including our named executive officers. In determining the compensation of our executive team members for 2023, including our named executive officers, our compensation committee reviewed the compensation arrangements of our executives, including base salary, target bonus opportunities and annual equity awards, and considered our overall strategic business plan as well as an analysis of competitive market data prepared by the compensation consultant engaged by the committee. Market data was used primarily as a reference point for measuring the competitive marketplace, and was one factor among others, used by our compensation committee in determining executive compensation. Other factors our compensation committee considers in making its executive compensation decisions include input from our Chief Executive Officer and Senior Vice President of People (except with respect to their own compensation), core responsibilities and criticality of role, past individual performance and expected future contributions, the vesting status and value of outstanding equity awards and internal pay equity based on their impact on the business and performance.

  16. Role of Compensation Consultant

    Role of Compensation Consultant Semler Brossy Consulting Group, LLC (“Semler Brossy”) has been engaged by our compensation committee and serves as its compensation consultant. Semler Brossy reviews the compensation arrangements of our executives, and generally assists our compensation committee in analyzing executive compensation and the compensation of the non-employee members of our board of directors. Semler Brossy provides support for our compensation committee by attending committee meetings, analyzing competitive compensation data and formulating recommendations for executive and non-employee director compensation, providing input on competitive practices, trends and regulatory developments relevant to our company and input into the design of our incentive plans. Our compensation committee also requests specific analyses to assist them in the design and structure of our executive and non-employee director compensation programs. Our compensation committee has determined that the work of Semler Brossy does not raise any “conflict of interest” in accordance with Item 407(e)(3)(iv) of Regulation S-K and the listing standards of Nasdaq.

  17. Competitive Positioning

    Competitive Positioning With respect to decisions regarding the 2023 compensation of our executives, including our named executive officers, our compensation committee reviewed survey data on the compensation practices of comparable early-stage technology and mature technology companies. This competitive data was used as one input into assessing the competitiveness and reasonableness of our compensation levels for our named executive officers. Our compensation committee did not establish a compensation peer group for 2023. Given the stage and uniqueness of our company, the committee believes that a broader set of market data is a better representation of the market for executive talent in which we compete. As our company continues to scale and grow, the committee will annually continue to evaluate our approach to analyzing the competitiveness of our pay programs.

  18. 2023 Compensation Overview

    | Component | Objective and Description | | Base Salary | Base salary is a customary, fixed element of compensation intended to attract and retain our executives, including our named executive officers, and compensate them for their day-to-day efforts. Our compensation committee reviews base salary every year, as well as at the time of a promotion or other change in responsibilities, and considers each executive’s performance, prior base salary level, competitive market data, breadth of role and other factors described in the “Compensation Setting Process-Role of Compensation Committee” section above. | | Cash Incentive Bonus | We structure our cash incentive compensation opportunities under our Employee Incentive Compensation Plan to focus on the achievement of specific product milestones or corporate strategic objectives and personal performance that will further our longer-term growth objectives and align the interests of our executive officers with those of our stockholders. | | Long-Term Incentive Equity Awards | We use equity awards to incentivize and reward our executives (including our named executive officers) for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our executives with those of our stockholders. We grant stock options covering our Class A common stock with an exercise price set to the fair market value of a share on the date of grant, and full value awards for shares of our Class A common stock, or awards without a purchase price, such as restricted stock unit (“RSU”) awards. |

  19. Cash Incentive Program

    Cash Incentive Program Pursuant to our Employee Compensation Incentive Plan, our named executive officers are eligible for cash incentive programs tied to product milestones and/or corporate strategic objectives and personal performance. These programs are designed to motivate short-term achievement against key company and individual performance goals. During the fiscal year ended December 31, 2023, our named executive officers were eligible for two separate cash incentive bonuses, a Feature Complete Bonus and a 2023 Cash Bonus. The first cash incentive program (“Feature Complete Bonus”) was payable with respect to the performance period beginning January 1, 2022 and ended March 31, 2023. This program was designed to incentivize achievement of a critical milestone on our path to commercial launch — Feature Complete, and to drive excellence in individual performance. Each of our named executive officers was eligible for a target bonus amount, calculated based on their 2022 eligible earnings multiplied by their target bonus percentage in effect at the end of 2022. In April 2023, we announced the achievement of Feature Complete, confirming the final driving capabilities needed for our commercial launch, and funded our Feature Complete Bonus program at 100%. Following input and recommendation from the Company’s management (for executives other than themselves), our compensation committee reviewed each of our named executive officers’ individual performance, approved individual adjustments ranging approximately from 100% to 110% with respect to 50% of the respective bonus targets, and approved the final bonus amount for each of our named executive officers, based on the 100% company multiplier. The second cash incentive program (“2023 Cash Bonus”) was payable with respect to the performance period beginning April 1, 2023 and ended December 31, 2023. This program was designed to incentivize achievement of certain product beta releases and milestones, and to drive excellence in individual performance. Our compensation committee ultimately determined that our final 2023 Cash Bonus payout would be based on the Company’s achievement against key 2023 milestones and individual performance during the performance period. Each of our named executive officers was eligible for a target bonus amount calculated based on their 2023 annualized weighted base salary multiplied by their applicable target bonus percentage. In March 2024, after deliberation with our board of directors and the compensation committee, our management evaluated the Company’s overall performance, acknowledging our major accomplishments in 2023 while noting areas for improved execution and/or progress. Following input and recommendation from the Company’s management, our compensation committee ultimately rated our company performance at 80%. Our compensation committee also reviewed each of our named executive officers’ individual performance approving adjustments ranging approximately from 100% to 160%, recognizing each named executive officer’s contributions to our fundraising activities, key milestones, operational goals and other accomplishments in 2023, and approved the bonus amount payable to each of our named executive officers, based on the 80% company multiplier. The following table sets forth the two cash bonuses in 2023 under our Employee Incentive Compensation Plan for each of our named executive officers.

  20. Cash Incentive Program

    | Name | Feature Complete Bonus Target ($) | Feature Complete Bonus Paid in 2023 ($) | 2023 Cash Bonus Target ($) | 2023 Cash Bonus Approved ($)(4) | | Chris Urmson | 159,462 | 159,462 | 160,000 | 128,000 | | David Maday(1) | 179,615 | 189,515 | 192,866 | 250,000 | | Ossa Fisher(2) | — | — | 176,438 | 160,000 | | Nolan Shenai | 133,243 | 136,622 | 160,000 | 190,000 | | Richard Tame(3) | 179,308 | 179,654 | — | — |

  21. Cash Incentive Program

    ______________________________ (1)Mr. Maday’s Feature Complete Bonus was approved and paid prior to his promotion to Chief Financial Officer in June 2023. (2)Ms. Fisher joined the Company in February 2023, and was not eligible for the Feature Complete Bonus program. (3)Mr. Tame’s employment terminated as of August 31, 2023, and was not eligible for the 2023 Cash Bonus program. (4)2023 Cash Bonus amount is expected to be paid on or around April 5, 2024.

  22. Equity Compensation

    Equity Compensation

  23. Annual Refresh Equity Awards

    Annual Refresh Equity Awards Our compensation committee grants refresh equity awards to our named executive officers generally on an annual basis. These awards are made under our 2021 Equity Incentive Plan and are designed to motivate and reward executive officers to deliver against the Company’s performance goals, support the retention of top talent, and create ownership alignment with stockholders. The compensation committee considers equity compensation and total target compensation market survey data for each role as well as an individual executive’s total equity holdings and values of vested and unvested grants in the determination of individual refresh equity awards to our named executive officers. In March 2023, our compensation committee approved long-term incentive equity refresh grants to our employees generally, including certain of our named executive officers (excluding our Chief Executive Officer), in the form of time-based RSUs and stock options. The compensation committee decided to grant these time-based RSU and stock option awards as a retention tool as they vest based on continued service over time and their value is directly linked to stock price, therefore rewarding executive officers for sustained growth and aligning their interests directly with those of our stockholders. The amount of the refresh awards varied among the executive officers, taking into account the value of unvested equity awards already held by them, their relative contributions during 2022, and anticipated levels of responsibility for key corporate objectives in 2023. Additionally, given our stock price at the time of the annual refresh grant, the committee considered both the grant date fair value of the awards as well as the total number of options and RSUs that would be granted to each individual. For our annual refresh grants in 2023, we shifted to a two-year vesting period and adjusted the number of options and RSUs granted proportionally. The table below lists the refresh equity awards that our named executive officers received in March 2023:

  24. Annual Refresh Equity Awards

    | Name | Number of Stock Options | Number of RSUs | | Nolan Shenai(1) | 80,000 | 80,000 | | David Maday(2) | 100,000 | 100,000 | | Richard Tame | 100,000 | 100,000 |

  25. Annual Refresh Equity Awards

    ______________________________ (1)In accordance with the Company’s general practices, Mr. Shenai’s 2023 refresh equity award accounted for his appointment as General Counsel and Secretary in October 2022. (2)Mr. Maday’s 2023 refresh awards were granted prior to his promotion to Chief Financial Officer in June 2023. These RSU awards vest on equal quarterly installments over a two-year period and the option awards vest on equal monthly installments over two years, in both cases with a vesting commencement date of February 20, 2023, subject to the recipient’s continuing to be a service provider through the applicable vesting date. Mr. Urmson did not received an equity award in 2023 as we believe his large ownership stake in the Company is currently sufficient to align his interests and performance with long-term Company and stockholder interests. The grant date fair values of the equity awards granted to our named executive officers are listed in the “Stock Awards” column of the “Summary Compensation Table for Fiscal Year 2023” and in the “Grants of Plan-Based Awards for Fiscal Year 2023” table below.

  26. New-Hire and Promotion Equity Awards

    New-Hire and Promotion Equity Awards New hire and promotion equity awards are determined based on our internal equity grant guidelines and through arm’s-length negotiations at the time of hire. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive and the need to create a meaningful opportunity for rewards predicated on the creation of long-term stockholder value. In connection with her appointment as President, Ms. Fisher received a one-time award of 2,000,000 RSUs and 2,000,000 stock options, each subject to the terms of our 2021 Equity Incentive Plan. In connection with his promotion to Chief Financial Officer, Mr. Maday received awards of 750,000 RSUs and 750,000 options, each subject to the terms of our 2021 Equity Incentive Plan. The RSUs and stock options granted to Ms. Fisher and Mr. Maday vest in accordance with the time-based vesting schedules described in the “Outstanding Equity Awards at 2023 Year-End” table below.

  27. Other Equity Awards

    Other Equity Awards In addition, we may grant equity awards to our executives when our compensation committee determines that such awards are necessary or appropriate to recognize company-wide and individual performance, in recognition of a promotion, or to achieve our retention objectives. Consistent with our compensation objectives, we believe this approach helps to ensure that the interests of the executive team members are aligned with those of our stockholders and that we are able to attract and reward our top talent. We currently plan to continue using RSU and stock option awards to deliver long-term incentive compensation opportunities to our executives. We did not grant any additional equity awards beyond what is described in the prior “Annual Refresh Equity Awards” and “New Hire and Promotion Equity Awards” sections above to our named executive officers.

  28. Post-Employment Compensation

    Post-Employment Compensation We maintain a Change in Control and Severance Policy, or our Severance Policy, pursuant to which our executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Policy. This Severance Policy was developed with input from our compensation consultant regarding severance practices at comparable companies, and is designed to serve our retention objectives by providing protection to our executives and other key employees so they can maintain continued focus and dedication to their responsibilities to maximize stockholder value, including during potentially uncertain periods. We believe the benefits provided pursuant to the Severance Policy are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to attract and retain the highest level of talented and experienced executive officers. The Severance Policy generally will be in lieu of any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement, except as specifically provided under that employee’s participation agreement under the Severance Policy. Our board of directors has designated each of our named executive officers as a participant under our Severance Policy eligible for the rights to the applicable payments and benefits described in the section titled “Potential Payments Upon Termination or Change in Control.”

  29. Tax Considerations

    Tax Considerations We have not provided any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for our Chief Executive Officer and certain of our current and former highly compensated executive officers that are “covered employees” under Code Section 162(m) (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. We have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers. The compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions, and retains the flexibility to provide compensation for the executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

  30. Accounting Considerations

    Accounting Considerations We take financial reporting implications into consideration in designing compensation plans and arrangements for the members of our executive team, other employees and the non-employee members of our board of directors. These accounting considerations include Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards and require us to estimate the fair value of each equity award (including stock options and RSUs) and record the compensation expense over the underlying vesting period each award.

  31. Compensation Risk Assessment

    Compensation Risk Assessment Our compensation committee supervises management of risks relating to our compensation programs in conjunction with input from the Company’s management and the committee’s independent consultant. Both the management and our compensation committee have evaluated the risks associated with our compensation policies and practices for all employees, including our named executive officers. Our plans and programs encompass certain features that help mitigate the likelihood of excessive risk-taking, which include: •a significant portion of pay tied to equity compensation which vests generally over two to four years and helps to mitigate risk taking given the long-term nature of stock options and restricted stock units; •annual non-equity incentive programs with performance measured against the level of achievement of key milestones which are not purely formulaic and represent a smaller portion of pay with protocols in place to ensure that Company’s long-term focus is prioritized; and •compensation committee’s oversight and approval of final determined payouts. Based on the results of this assessment and input from our compensation committee’s independent consultant, we do not believe that our compensation plans and programs for all employees, including our named executive officers, create risks that are reasonably likely to have a material adverse effect on the Company.

  32. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table sets forth information regarding the compensation reportable for our named executive officers for the fiscal year ended December 31, 2023 and prior years where applicable, as determined under SEC rules.

  33. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Year | Salary($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Chris Urmson | 2023 | 400,000 | — | — | — | 287,462 | — | 687,462 | | Chief Executive Officer | 2022 | 398,654 | — | 3,452,089 | — | — | — | 3,850,743 | | | 2021 | 330,000 | 99,000 | — | — | — | — | 429,000 | | David Maday(3) | 2023 | 481,096 | — | 1,694,500 | 930,222 | 439,515 | — | 3,545,333 | | Chief Financial Officer | | | | | | | | | | Ossa Fisher(4) | 2023 | 432,692 | — | 2,840,000 | 1,612,000 | 160,000 | — | 5,044,692 | | President | | | | | | | | | | Nolan Shenai | 2023 | 400,000 | — | 113,600 | 61,768 | 326,622 | — | 901,990 | | General Counsel and Secretary | 2022 | 333,108 | — | 376,511 | 69,575 | — | — | 779,194 | | Richard Tame(5) | 2023 | 309,808 | — | 142,000 | 77,210 | 179,654 | 201,236(6) | 909,908 | | Former Chief Financial Officer | 2022 | 448,269 | — | 792,116 | 139,151 | — | — | 1,379,536 | | | 2021 | 358,462 | 158,000 | — | — | — | 29,605(7) | 546,067 |

  34. Summary Compensation Table for Fiscal Year 2023

    _____________________________ (1)The vesting terms of the award are set forth in the “Outstanding Equity Awards at 2023 Year-End” table below. For stock awards reflected in the table above, the dollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options shown in the “Option Awards” are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of Class A common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. (2)Non-Equity Incentive Plan Compensation reflected in the table above consists of the Feature Complete Bonus, paid in April 2023, and the 2023 Cash Bonus, approved in March 2024 and paid on or around April 5, 2024. (3)Mr. Maday was appointed as our Chief Financial Officer effective June 14, 2023. (4)Ms. Fisher was appointed as our President effective February 13, 2023. (5)Mr. Tame resigned as our Chief Financial Officer on June 12, 2023. (6)Represents severance paid to Mr. Tame in accordance with his Separation Agreement and Release with Aurora. (7)Represents reimbursed relocation expenses to Mr. Tame. This amount was previously inadvertently omitted from our Summary Compensation Table. We have made a corresponding correction to the amount set forth in the “Total” column.

  35. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table sets forth information regarding the grants of plan-based awards made to our named executive officers for fiscal year 2023.

  36. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Grant Date(1) | Date of Board Action to Grant the Award | Target ($) | All Other Stock Awards: Number of shares of stock or units (#) | All Other Stock Awards: Number of shares of stock underlying options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Chris Urmson | — | — | 159,462(2) | — | — | — | — | | | — | — | 160,000(3) | — | — | — | — | | David Maday | — | — | 179,615(2) | — | — | — | — | | | — | — | 192,866(3) | — | — | — | — | | | 3/8/2023 | — | — | — | 100,000 | 1.42 | 77,210 | | | 6/14/2023 | 6/13/2023(5) | — | — | 125,000 | 2.07 | 134,737 | | | 6/14/2023 | 6/13/2023(5) | — | — | 500,000 | 2.07 | 568,550 | | | 6/14/2023 | 6/13/2023(5) | — | — | 125,000 | 2.07 | 149,725 | | | 3/8/2023 | — | — | 100,000 | — | — | 142,000 | | | 6/14/2023 | 6/13/2023(5) | — | 125,000 | — | — | 258,750 | | | 6/14/2023 | 6/13/2023(5) | — | 500,000 | — | — | 1,035,000 | | | 6/14/2023 | 6/13/2023(5) | — | 125,000 | — | — | 258,750 | | Ossa Fisher | — | — | —(2) | — | — | — | — | | | — | — | 176,438(3) | — | — | — | — | | | 3/8/2023 | — | — | — | 2,000,000 | 1.42 | 1,612,000 | | | 3/8/2023 | — | — | 2,000,000 | — | — | 2,840,000 | | Nolan Shenai | — | — | 133,243(2) | — | — | — | — | | | — | — | 160,000(3) | — | — | — | — | | | 3/8/2023 | — | — | — | 80,000 | 1.42 | 61,768 | | | 3/8/2023 | — | — | 80,000 | — | — | 113,600 | | Richard Tame(6) | — | — | 179,308(2) | — | — | — | — | | | 3/8/2023 | — | — | — | 100,000 | 1.42 | 77,210 | | | 3/8/2023 | — | — | 100,000 | — | — | 142,000 |

  37. Grants of Plan-Based Awards for Fiscal Year 2023

    ______________________________ (1)Shares reported represent awards granted under the 2021 Equity Incentive Plan. Each award is subject to the service-vesting condition described in the footnotes to the table below titled “Outstanding Equity Awards at 2023 Year-End.” (2)Target reported represents the Feature Complete Bonus target amount and was based upon the achievement of a key corporate milestone and individual performance covering the period beginning January 1, 2022 and ended March 31, 2023. See table included in the “Cash Incentive Program” section above for the actual amounts paid in 2023. Ms. Fisher was not eligible for the Feature Complete Bonus. (3)Target reported represents the 2023 Cash Bonus target amount and was based upon key corporate strategic objectives and individual performance covering the period beginning April 1, 2023 and ended December 31, 2023 and is expected to be paid on or around April 5, 2024. See table included in the “Cash Incentive Program” section above for the actual approved amounts. (4)The amounts reported represent the aggregate grant date fair value of each stock award and option award computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service vesting conditions. Information about the assumption used in the calculations of these amounts are included in Note 2 and Note 8 to the Company’s financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for such year. (5)Our compensation committee approved the grant of the applicable equity award to Mr. Maday, effective as of the later of (i) June 14, 2024 at 3:00 pm. PT and (ii) the date the last committee member has signed the unanimous written consent. (6)Mr. Tame’s employment terminated as of August 31, 2023, and was not eligible for the 2023 Cash Bonus program.

  38. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  39. Outstanding Equity Awards at 2023 Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(18) | | Chris Urmson | 3/15/2022 | — | — | — | — | 72,280(1) | 315,864 | | David Maday | 2/1/2021 | 582,056 | 134,321(2) | 3.67 | 2/1/2031 | — | — | | | 8/9/2022 | 109,052(3) | — | 2.44 | 8/9/2032 | — | — | | | 3/8/2023 | 41,666 | 58,334(4) | 1.42 | 3/8/2033 | — | — | | | 6/14/2023 | 125,000(5) | — | 2.07 | 6/14/2033 | — | — | | | 6/14/2023 | — | 500,000(6) | 2.07 | 6/14/2033 | — | — | | | 6/14/2023 | — | 125,000(7) | 2.07 | 6/14/2033 | — | — | | | 3/15/2022 | — | — | — | — | 10,116(8) | 44,207 | | | 3/15/2022 | — | — | — | — | 71,842(9) | 313,950 | | | 3/15/2022 | — | — | — | — | 12,387(10) | 54,131 | | | 3/8/2023 | — | — | — | — | 62,500(11) | 273,125 | | | 6/14/2023 | — | — | — | — | 500,000(12) | 2,185,000 | | | 6/14/2023 | — | — | — | — | 125,000(13) | 546,250 | | Ossa Fisher | 3/8/2023 | — | 2,000,000(14) | 1.42 | 3/8/2033 | — | — | | | 3/8/2023 | — | — | — | — | 2,000,000(15) | 8,740,000 | | Nolan Shenai | 2/1/2021 | 248,740 | 49,750(16) | 3.67 | 2/1/2031 | — | — | | | 8/9/2022 | 54,526(3) | — | 2.44 | 8/9/2032 | — | — | | | 3/8/2023 | 33,333 | 46,667(4) | 1.42 | 3/8/2033 | — | — | | | 4/30/2022 | — | — | — | — | 32,148(17) | 140,487 | | | 3/8/2023 | — | — | — | — | 50,000(11) | 218,500 |

  40. Outstanding Equity Awards at 2023 Year-End

    _____________________________ (1)1/4th of the shares subject to the award vested on May 20, 2023 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (2)1/4th of the shares subject to the option vested on September 14, 2021, and 1/36th of the remaining shares vest monthly thereafter, subject to continued service with Aurora through the applicable vesting date. (3)All of the shares subject to the option vested on August 20, 2023. (4)1/24th of shares subject to the option vested on March 20, 2023, and 1/24th of the total number of shares subject to the option vest monthly thereafter, subject to continued service with Aurora through the applicable vesting date. (5)1/7th of the shares subject to the option vested monthly following May 20, 2023. (6)1/24th of the shares subject to the option vest monthly following December 20, 2023, subject to continued service with Aurora through the applicable vesting date. (7)1/12th of the shares subject to the option will vest monthly following December 20, 2025, subject to continued service with Aurora through the applicable vesting date. (8)1/4th of the shares subject to the award vested on May 20, 2023 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (9)1/4th of the shares subject to the award vest on May 20, 2024 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (10)1/4th of the shares subject to the award vest on May 20, 2025 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (11)1/8th of the shares subject to the award vest on May 20, 2023 and each of the 7 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (12)1/8th of the shares subject to the award vest on February 20, 2024 and each of the 7 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (13)1/4th of the shares subject to the award vest on February 20, 2026 and each of the 3 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (14)1/4th of the shares subject to the option vest on February 20, 2024, and 1/36th of the remaining shares vest monthly thereafter, subject to continued service with Aurora through the applicable vesting date. (15)1/4th of the shares subject to the award vest on February 20, 2024 and each of the 12 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (16)1/4th of the shares subject to the option vested on August 3, 2021, and 1/36th of the remaining shares subject to the option vest monthly thereafter, subject to continued service with Aurora through the applicable vesting date. (17)1/16th of the shares subject to the award vested on May 20, 2022 and each of the 15 quarterly vesting dates thereafter, subject to continued service with Aurora through the applicable vesting date. (18)This amount reflects the fair market value of Aurora’s common stock of $4.37 per share as of December 29, 2023, multiplied by the amount shown in the column for Number of Shares of Stock That Have Not Vested.

  41. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  42. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Chris Urmson | — | — | 332,488 | 706,898 | | David Maday | — | — | 309,991 | 870,805 | | Ossa Fisher | — | — | — | — | | Nolan Shenai | — | — | 98,814 | 278,922 | | Richard Tame | 540,573(3) | 236,512 | 134,052 | 416,441 |

  43. Option Exercises and Stock Vested

    _____________________________ (1)The value realized on exercise reflects the difference between the fair market value of our Class common stock on the date of exercise based on the market price at exercise and the strike price of the stock options exercised. (2)The value realized on vesting is pre-tax and determined by multiplying (i) the number of shares of common stock acquired upon vesting of RSUs by (ii) the closing price of our Class A common stock on the RSU vesting date (or, in the event the vest date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately preceding trading day). It is our policy to release vested RSUs on each quarterly vesting date, which are February 20, May 20, August 20 and November 20 of each calendar year (or, in the event the vest date occurs on a holiday or weekend, the immediately following trading day). (3)Represented options that were exercised during the post-termination exercise period. Mr. Tame paid the aggregate exercise price for 308,827 options and satisfied the tax withholding obligations in connection with the exercise of such options by a net exercise arrangement.

  44. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control On August 14, 2023, our compensation committee approved a new Change in Control and Severance Policy (the “Severance Policy”), which provides a standardized approach for the receipt of severance and change in control payments and benefits by certain employees of the Company and its subsidiaries that are designated as participants in the Severance Policy by the Committee (“Eligible Employees”). Eligible Employees include the Company’s named executive officers. Under the Severance Policy, if, within the period beginning on and ending 12 months following a “change in control” (such period, the “Change in Control Period”), we terminate the employment of the applicable Eligible Employee other than for “cause,” death or “disability,” or the Eligible Employee resigns for “good reason” (as such terms are defined in the Policy) (in each case, an “Involuntary Termination”) and, within 60 days following the Eligible Employee’s termination, the Eligible Employee executes an irrevocable separation agreement and release of claims (the “Release Requirement”), the Eligible Employee is entitled to receive from the Company (1) a lump sum severance payment equal to 100% of Eligible Employee’s annual base salary, (2) a lump sum payment equal to 100% of the target bonus in effect for the fiscal year in which such termination occurs, prorated for the number of full months of employment occurring during the year of termination, (3) payment or reimbursement for medical insurance premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to 12 months and (4) accelerated vesting as to 100% of the Eligible Employee’s outstanding unvested equity awards that are subject to time-based vesting. In addition, under the Severance Policy, if an Eligible Employee experiences a termination of employment other than for cause, death or disability outside of a Change in Control Period, then, subject to the Release Requirement, the Eligible Employee is entitled to receive (1) continuing payments of severance pay at a rate equal to the aggregate amount of the Eligible Employee’s base salary over 6 months and (2) payment or reimbursement for medical insurance premiums under COBRA for up to 6 months. The Severance Policy has a term of three years generally and auto-renews for additional 1-year terms unless the Company elects to non-renew the policy within 60 days prior to the end of the term. The following table sets forth the potential payments that would have been provided to each of our named executive officers under each of the circumstances specified below if he or she had terminated employment with the Company effective December 31, 2023.

  45. Potential Payments upon Termination or Change in Control

    | | Termination Without Cause or Resignation for Good Reason | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control (“Double Trigger”) | | | | | Name | Salary Severance ($)(1) | Value of Continued Health Coverage ($)(2) | Salary Severance ($)(3) | Bonus Severance ($)(4) | Value of Continued Health Coverage ($)(5) | Value of Accelerated Vesting ($)(6)(7) | | Chris Urmson | 200,000 | 13,009 | 400,000 | 160,000 | 26,017 | 315,864 | | David Maday | 250,000 | 13,009 | 500,000 | 192,866 | 26,017 | 5,120,273 | | Ossa Fisher | 250,000 | — | 500,000 | 176,438 | — | 14,640,000 | | Nolan Shenai | 200,000 | 13,009 | 400,000 | 160,000 | 26,017 | 531,479 | | Richard Tame | 201,236(8) | — | — | — | — | — |

  46. Potential Payments upon Termination or Change in Control

    _____________________________ (1)Salary severance consists of continuing salary payments at a rate equal to the aggregate amount of our named executive officer’s base salary as of December 31, 2023 over 6 months. (2)Benefit coverage includes the payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officer and their dependents for up to 6 months. Ms. Fisher did not receive medical, vision or dental coverage from the Company. (3)Salary severance consists of a lump-sum payment equal to 100% of each named executive officer’s annual base salary as of December 31, 2023. (4)Bonus severance consists of a lump sum payment equal to 100% of the target non-equity incentive compensation for the year ended December 31, 2023, as reported in the “Grants of Plan-Based Awards for Fiscal Year 2023” table above. This amount is prorated to reflect each named executive officer’s actual days of service for the year. (5)Benefit coverage includes the payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officer and their dependents for up to 12 months. Ms. Fisher does not receive medical, vision or dental coverage from the Company. (6)For each named executive officer, 100% accelerated vesting of all outstanding equity awards. (7)The value of accelerated RSUs was determined by (i) multiplying the number of shares of common stock acquired upon the acceleration of vesting of RSUs by (ii) the closing price of our Class A common stock on December 29, 2023, which was $4.37. The value of accelerated options, as applicable, was determined by multiplying (i) the number of unvested and accelerated options by (ii) the closing price of our Class A common stock on December 29, 2023, which was $4.37, minus the option’s exercise price. (8)Represents the amount paid to Mr. Tame in accordance with his Separation Agreement. Mr. Tame’s employment terminated as of August 31, 2023.

  47. Pay versus Performance

    Pay versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The table below shows Compensation Actually Paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our named executive officers or “NEOs” and our financial performance for the years shown in the table. For purposes of this discussion, our Chief Executive Officer is also referred to as our principal executive officer or “PEO” and our other named executive officers are referred to as our “Non-PEO NEOs”. We do not have a company-selected measure because our named executive officers’ compensation is not linked to any other financial performance measures.

  48. Pay versus Performance Table

    Pay versus Performance Table

  49. Pay versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO(1),(2) | Compensation Actually Paid to PEO(1),(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1),(2) | Average Compensation Actually Paid to Non-PEO NEOs(1),(3) | Value of an initial $100 Investment: | | Net Income ($ Millions)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | 2023 | $687,462 | $1,221,900 | $2,600,481 | $6,396,835 | $45.52 | $82.46 | ($796) | | 2022 | $3,850,743 | $2,240,345 | $1,079,365 | ($1,736,733) | $12.60 | $59.36 | ($1,723) | | 2021 | $429,000 | $429,000 | $775,651 | $4,065,098 | $117.29 | $90.20 | ($755) |

  50. Pay versus Performance Table

    _____________________________ (1)NEOs included in these columns reflect the following individuals:

  51. Pay versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | Chris Urmson | Richard Tame, Nolan Shenai, David Maday, Ossa Fisher | | 2022 | Chris Urmson | Richard Tame, Nolan Shenai | | 2021 | Chris Urmson | Richard Tame, William Mouat |

  52. Pay versus Performance Table

    (2)Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. (3)Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  53. Pay versus Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | $687,462 | $3,850,743 | $429,000 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $0 | $3,452,089 | $0 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $0 | $489,769 | $0 | | Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $228,405 | $0 | $0 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $1,351,922 | $0 | | Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $306,033 | $0 | $0 | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | $0 | | Compensation Actually Paid | $1,221,900 | $2,240,345 | $429,000 |

  54. Pay versus Performance Table

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | $2,600,481 | $1,079,365 | $775,651 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $1,867,825 | $688,676 | $269,387 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $5,060,762 | $259,897 | $381,933 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $168,227 | ($1,590,585) | $1,958,288 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $224,506 | $14,163 | $230,470 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $269,755 | ($810,897) | $988,143 | | Minus Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($59,071) | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | $0 | | Compensation Actually Paid | $6,396,835 | ($1,736,733) | $4,065,098 |

  55. Pay versus Performance Table

    For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are consistent with those used to determine the grant date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the footnotes to the Summary Compensation Table for Fiscal Year 2023 of this proxy statement.

  56. Pay versus Performance Table

    | | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Restricted Stock Units | | | | | Stock Price | $1.21 - $4.37 | $11.26 - $1.21 | $1.46 - $11.26 | | Stock Options | | | | | Expected Term | 1.4 - 8.1 | 0.8 - 9.6 | 0.5 - 4.5 | | Strike Price | $1.42 - $3.67 | $1.46 - $3.67 | $1.41 - $3.67 | | Volatility | 52.5% - 64.2% | 47.8% - 65.9% | 40.9% - 70.3% | | Dividend Yield | 0.0% - 0.0% | 0.0% - 0.0% | 0.0% - 0.0% | | Risk-Free Interest Rate | 3.3% - 5.0% | 0.3% - 4.4% | 0.0% - 0.7% |

  57. Pay versus Performance Table

    (4)Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s Class A common stock, for the period beginning on the first day of trading following the closing of the Business Combination, November 4, 2021, through the end of the applicable fiscal year. (5)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P Software & Services Select Industry Index group for the period beginning on the first day of trading following the closing of the Business Combination, November 4, 2021, through the end of the applicable fiscal year. (6)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.

  58. Agreements with Employees, Directors and Officers

    Agreements with Employees, Directors and Officers