DEF 14A of Aurora Innovation, Inc., Apr 4, 2025

DEF 14A of Aurora Innovation, Inc.

Filed Apr 4, 2025 · FY20240001828108-25-000057

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | Potential Payments upon Termination or Change in Control | 42 | | | Pay versus Performance | 44 | | | CEO Pay Ratio | 47 | | EQUITY COMPENSATION PLAN INFORMATION | | 49 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 50 | | RELATED PERSON TRANSACTIONS | | 54 | | | Agreements with Employees, Directors and Officers | 54 | | | Director and Officer Indemnification | 54 | | | Other Related Person Transactions | 55 | | | Policies and Procedures for Related Person Transactions | 56 | | OTHER MATTERS | | 57 | | | Stockholder Proposals or Director Nominations for 2026 Annual Meeting | 57 | | | Availability of Bylaws | 57 | | | Delinquent Section 16(a) Reports | 57 | | | 2024 Annual Report | 58 |

  2. 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 may have an interest in Proposal 1, the election of the three director nominees to the board of directors as set forth herein, as Mr. Urmson and Mr. Anderson, two of the nominees, are currently members of the board of directors. Certain of our directors and officers are named executive officers and thus may have an interest in Proposal 2, the approval, on an advisory basis, of the compensation of our named executive officers. Members of the board of directors and our executive officers do not have any interest in Proposal 3, the ratification of the appointment of our independent registered public accounting firm.

  3. Nominees for Director

    Nominees for Director 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 18 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, a B.S. in Mechanical Engineering from Brigham Young University and an M.S. and Ph.D. in Robotics 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. John Donahoe. Mr. Donahoe is a new nominee to serve as a member of our board of directors. Mr. Donahoe served as President and Chief Executive Officer of Nike, Inc., a global designer, marketer and distributor of athletic apparel, from January 2020 to October 2024. Prior to joining Nike, Mr. Donahoe served as Chief Executive Officer of ServiceNow, an IT service management and workflow automation company, from 2017 to 2019, as Chief Executive Officer of eBay, a global e-commerce company, from 2008 to 2015 and as Chief Executive Officer and Worldwide Managing Director of Bain & Company, a management consulting firm, from 1999 to 2005. Mr. Donahoe previously served on the board of directors of Nike from June 2014 until October 2024, PayPal Holdings, Inc. from July 2015 to July 2024, ServiceNow from April 2017 to June 2020 and Intel Corporation from March 2009 to May 2017. Mr. Donahoe holds a B.A. in Economics from Dartmouth College and an MBA from the Stanford Graduate School of Business. We believe Mr. Donahoe is qualified to serve on our board of directors because of his extensive experience in senior leadership positions at technology and other companies.

  4. Continuing Directors

    Continuing Directors Gloria Boyland. Ms. Boyland has served as a member of our board of directors since March 2023. Ms. Boyland is a retired senior executive of FedEx Corporation, a global logistics and transportation company (“FedEx”), where she served in various leadership positions from 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 operations research and 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. Shailen Bhatt. Mr. Bhatt has served as a member of our board of directors since December 2024. Mr. Bhatt has served as a Senior Vice President and the Chief Operating Officer for AtkinsRéalis, an engineering, procurement and construction services company, in the United States and Latin America since September 2024. Mr. Bhatt also served as the Administrator for the Federal Highway Administration, a division of the United States Department of Transportation, from January 2023 to September 2024. Prior to the Federal Highway Administration, Mr. Bhatt served as the Senior Vice President of AECOM, an infrastructure consulting firm, from August 2021 to December 2022, and the President and Chief Executive Officer of the Intelligent Transportation Society of America from December 2017 to July 2021. Mr. Bhatt has also served in leadership positions with the Colorado Department of Transportation, the Delaware Department of Transportation and the Kentucky Transportation Cabinet. Mr. Bhatt holds a B.A. in Economics from Western Kentucky University. Mr. Bhatt has previously served on the Company’s Safety Advisory Board. We believe Mr. Bhatt is qualified to serve on our board of directors because of his operational and leadership experience in the transportation industry. Michelangelo Volpi. Mr. Volpi has served as a member of our board of directors since January 2018. Mr. Volpi has served as Partner at Index Ventures, a venture capital firm, since July 2009 and as the General Partner at Hanabi Capital, a venture capital firm, since January 2025. Mr. Volpi joined Index Ventures and helped establish the firm’s San Francisco office. He invests primarily in software infrastructure and artificial intelligence companies. Mr. Volpi is currently serving on the boards of Cockroach Labs, Inc., Cohere Inc., Confluent, Inc., Hebbia, Inc., Kong Inc., Ferrari N.V. and Wealthfront Corporation, among others. Mr. Volpi held several executive positions prior to Index and Hanabi Capital, 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 MBA from the Stanford Graduate School of Business. He also currently serves on the board of directors of Stanford Health Care and previously served on the board of directors of Elastic N.V., Zuora, Inc. and Stellantis N.V. (f/k/a Fiat Chrysler Automobile N.V.). 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. Brittany Bagley. Ms. Bagley has served as a member of our board of directors since July 2021. Ms. Bagley currently serves as Chief Operating Officer and Chief Financial Officer of Axon Enterprise, Inc., a global public safety technology company, 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. in Economics 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 has served as a member of our board of directors since January 2018. Mr. Hoffman is an accomplished entrepreneur, executive and investor, and has played an integral role in building many of today’s leading consumer technology businesses. 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. In 2009, Mr. Hoffman joined Greylock Partners, a venture capital firm, where he focuses on building products that can reach hundreds of millions of participants and business that have network effects. In 2022, he co-founded Inflection AI, an artificial intelligence company. He also serves on the board of directors of Entrepreneur First, Microsoft Corporation, Nauto, and a few early stage companies still in stealth. He also previously served on the board of directors of Joby Aviation. Additionally, Mr. Hoffman serves on multiple not-for-profit boards, including Kiva, Endeavor, CZ Biohub, Berggruen Institute, Opportunity @ Work, the Stanford Institute for Human-Centered AI and the MacArthur Foundation’s Lever for Change. Mr. Hoffman is the host of two award-winning podcasts - Masters of Scale and Possible. He is the co-author of five best-selling books: The Startup of You, The Alliance, Blitzscaling, Masters of Scale and Impromptu. Mr. Hoffman holds a B.S. in Symbolic Systems from Stanford University and a master’s degree in Philosophy from Oxford University, where he was a Marshall Scholar. 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.

  5. Continuing Directors

    Claire D’Oyly-Hughes Johnson. Ms. Hughes Johnson has served as a member of our board of directors since January 2022. She currently serves as a corporate officer and advisor for the global financial technology company Stripe. Ms. 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. Hughes Johnson spent ten years at Google, a global technology company, 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. Hughes Johnson holds a B.A. in English and American Literature from Brown University and an MBA from the Yale School of Management. She has previously served on the board of directors of Hallmark Cards, Inc. and is also a trustee and President of the board of the K-12 independent school Milton Academy and a member of the Brown University Corporation. Ms. 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. Hughes Johnson is qualified to serve on our board of directors because of her operational and leadership experience in the technology industry.

  6. 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 and other time commitments, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Our board of directors believes that the board should have a broad range of perspectives, backgrounds and experiences. The demographic background of our nine directors and director nominees includes two individuals who identify as female and two individuals who self-identify as members of historically under-represented communities. 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. Mr. Donahoe was originally recommended for appointment as a director by our Chief Executive Officer and has been nominated by our board of directors upon the recommendation of our nominating and corporate governance committee.

  7. 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:

  8. 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 |

  9. 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 following our business combination (the “Business Combination”) with Reinvent Technology Partners Y (“RTPY”) but 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 in equal installments 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.

  10. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 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, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, 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 and “Related Person Transactions” for additional information regarding Mr. Anderson’s compensation.

  11. Director Compensation for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Brittany Bagley | 85,000 | 191,114 | 276,114 | | Claire D’Oyly-Hughes Johnson | 60,000 | 191,114 | 251,114 | | Gloria Boyland | 60,000 | 191,114 | 251,114 | | Reid Hoffman | 70,000 | 191,114 | 261,114 | | Shailen Bhatt(2) | 163 | 203,213 | 203,376 | | Dara Khosrowshahi(3)(4) | — | — | — | | Michelangelo Volpi(3) | — | — | — |

  12. Director Compensation for Fiscal Year 2024

    _____________________________ (1)For stock awards reflected in the table above, the dollar value of the restricted stock unit 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. (2)Mr. Bhatt joined our board of directors on December 31, 2024. (3)Declined compensation under the Outside Director Compensation Policy. (4)Mr. Khosrowshahi resigned from our board of directors effective December 31, 2024. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024:

  13. Director Compensation for Fiscal Year 2024

    | Name | Number of Shares Underlying Outstanding Stock Awards | | Brittany Bagley | 98,503 | | Claire D’Oyly-Hughes Johnson | 88,221 | | Gloria Boyland | 166,270 | | Reid Hoffman | 74,075 | | Shailen Bhatt | 32,256 |

  14. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. At the 2025 annual meeting of stockholders, the size of the board will be increased to nine directors. Two Class I directors, Chris Urmson and Sterling Anderson, will be nominated for election to a three-year term to succeed the same class whose term is then expiring. If elected, John Donahoe will fill the vacancy on our board of directors created by the increase in board size. 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.

  15. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The overall objective of our executive compensation program is to tie executive compensation to the performance of our company, and to motivate our executives, including our NEOs, to deliver on our long-term success. As a development stage company, our focus has been to link executive compensation with increasing stockholder value through operational performance of the Company, including key milestones regarding product development, planning, scale-up and partner/customer acquisition, among other factors. Our executive compensation program is designed with a mix of short-term and long-term components, cash and equity elements and fixed and variable payments in proportions that we believe provide appropriate incentives to retain and motivate our NEOs and other senior executives to achieve success in our business. Our future success depends, in part, on our ability to continue to attract and retain highly skilled talent within our organization. Our executive compensation philosophy is intended to: •align rewards with our culture and mission of delivering the benefits of self-driving technology safely, quickly and broadly; •provide competitive total pay opportunity to attract, retain and motivate leaders; •position pay competitively to market comparison data, based on a mix of early-stage technology and mature technology companies where we compete for talent; •provide a majority of compensation in long term equity, vesting over multiple years, aligned to reward for sustained company performance over time through stock price appreciation; and •pay for performance through short term incentives and long-term equity awards. Based on this philosophy, we have designed our executive compensation program at levels we consider market competitive to drive the achievement of strong overall results, and particularly long-term operational objectives.

  16. 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 NEOs is at-risk and based on our stock price performance | ✘ No short sales, hedging or margin accounts | | ✔ Annual review of NEO 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 |

  17. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Our 2024 executive compensation program was designed to be consistent with our executive compensation philosophy. Highlights of our 2024 executive compensation program include: •No changes to base salary other than in connection with merit cycle salary adjustment. We made no material changes to the base salary of our NEOs except in connection with our annual merit cycle salary adjustment. •Pay-for-performance values. A significant portion of compensation payable to our executive officers is 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 NEOs (other than our CEO) that align the interests of our executive officers with those of our stockholders.

  18. 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 NEOs, (2) an annual equity award budget and grants for our executives, including our NEOs, and (3) the base salary of our executives, including our NEOs. In determining the compensation of our executive team members for 2024, including our NEOs, 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 (and any interim role performing similar responsibilities) (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.

  19. 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 Semler Brossy is independent and 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.

  20. Competitive Positioning

    Competitive Positioning With respect to decisions regarding the 2024 compensation of our executives, including our NEOs, 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 NEOs. Our compensation committee did not establish a compensation peer group for 2024. 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 commercializes and continues to scale and grow, the committee will annually continue to evaluate our approach to analyzing the competitiveness of our pay programs.

  21. 2024 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 NEOs, 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. | | Incentive Compensation Program | We structure our incentive compensation opportunities (either in cash or equity) 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 NEOs) for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our executives with those of our stockholders. 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 awards. |

  22. Incentive Compensation Program

    | Name | 2024-2025 Incentive Bonus Program Target ($)(1) | | Chris Urmson | 160,000 | | David Maday | 207,924 | | Ossa Fisher | 206,339 | | Nolan Shenai(2) | — |

  23. Equity Compensation

    Equity Compensation

  24. Annual Refresh Equity Awards

    Annual Refresh Equity Awards Our compensation committee grants refresh equity awards to our NEOs 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 NEOs. In March 2024, our compensation committee approved long-term incentive equity refresh grants to our employees generally, including our NEOs, other than 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 2023 and anticipated levels of responsibility for key corporate objectives in 2024. 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. The table below lists the refresh equity awards that our NEOs received in March 2024:

  25. Annual Refresh Equity Awards

    | Name | Number of Stock Options | Number of RSUs | | Chris Urmson | — | — | | David Maday | 285,715 | 285,715 | | Ossa Fisher | 142,858 | 142,858 | | Nolan Shenai | 285,715 | 285,715 |

  26. Annual Refresh Equity Awards

    The annual refresh RSU awards vest in equal quarterly installments over a four-year period and the option awards vest in equal monthly installments over four years, in both cases from a vesting commencement date of February 20, 2024 and subject to the recipient continuing to be a service provider through the applicable vesting date. Mr. Urmson did not receive an equity award in 2024 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 NEOs are listed in the “Stock Awards” and “Option Awards” columns of the “Summary Compensation Table for Fiscal Year 2024” and in the “Grants of Plan-Based Awards for Fiscal Year 2024” table below.

  27. New-Hire Equity Awards

    New-Hire Equity Awards New hire 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 2024, we did not grant any new hire equity awards to our NEOs.

  28. 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. In 2024, we did not grant any additional equity awards beyond what is described in the prior “Annual Refresh Equity Awards” section above to our NEOs.

  29. 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 NEOs 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.”

  30. Equity Award Grant Policies and Practices

    Equity Award Grant Policies and Practices It is not the compensation committee’s practice to time or otherwise coordinate the granting of any equity awards to our non-employee directors or NEOs with any release of material nonpublic information. We have not adopted a formal policy related to timing of stock options or other equity awards in relation to the disclosure of material nonpublic information. It has been the practice of our compensation committee over the previous years to review our results following the end of a fiscal year, review our financial plan and strategy for the current fiscal year, and, based on those reviews, grant refresh equity awards that could include stock options to our NEOs. The grant date for those equity awards is generally in the first quarter following the end of the prior fiscal year. Additionally, our compensation committee approves the granting of equity awards in connection with the commencement of employment or promotion of our NEOs, and from time to time as determined appropriate by our compensation committee. At times but infrequently, our compensation committee’s standard grant practices may result in a grant of stock options that coincide with a period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC. The following table presents information regarding the 2024 refresh stock options granted to our NEOs on the date that was four business days prior to the filing of a Current Report on Form 8-K furnished with the SEC regarding a press release announcing our 2024 Analyst and Investor Day.

  31. Equity Award Grant Policies and Practices

    | Name | Grant date | Number of securities underlying the award (#) | Exercise price of the award ($/share) | Grant date fair value of the award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Chris Urmson | — | — | — | — | — | | David Maday | 3/8/2024 | 285,715 | 2.20 | 342,572.00 | 0.9% | | Ossa Fisher | 3/8/2024 | 142,858 | 2.20 | 171,287.00 | 0.9% | | Nolan Shenai | 3/8/2024 | 285,715 | 2.20 | 342,572.00 | 0.9% |

  32. Tax Considerations

    Tax Considerations We have not provided any of our NEOs 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 NEOs. 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).

  33. 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”), which is the standard that governs the accounting treatment of stock-based compensation awards and requires 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 of each award.

  34. 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 cash or short-term 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 the Company’s long-term focus is prioritized; and •the 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 NEOs, create risks that are reasonably likely to have a material adverse effect on the Company.

  35. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table sets forth information regarding the compensation reportable for our NEOs for the fiscal year ended December 31, 2024 and prior years where applicable, as determined under SEC rules.

  36. Summary Compensation Table for Fiscal Year 2024

    | 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 | 2024 | 403,077 | — | — | — | — | — | 403,077 | | Chief Executive Officer | 2023 | 400,000 | — | — | — | 287,462 | — | 687,462 | | | 2022 | 398,654 | — | 3,452,089 | — | — | — | 3,850,743 | | David Maday | 2024 | 523,750 | — | 628,573 | 342,572 | — | | 1,494,895 | | Chief Financial Officer | 2023 | 481,096 | — | 1,694,500 | 930,222 | 439,515 | — | 3,545,333 | | Ossa Fisher | 2024 | 519,769 | — | 314,288 | 171,287 | — | | 1,005,344 | | President | 2023 | 432,692 | — | 2,840,000 | 1,612,000 | 160,000 | — | 5,044,692 | | Nolan Shenai(3) | 2024 | 422,983 | — | 628,573 | 342,572 | — | — | 1,394,128 | | Former General Counsel and Secretary | 2023 | 400,000 | — | 113,600 | 61,768 | 326,622 | — | 901,990 | | | 2022 | 333,108 | — | 376,511 | 69,575 | — | — | 779,194 |

  37. Summary Compensation Table for Fiscal Year 2024

    _____________________________ (1)The vesting terms of the award are set forth in the “Outstanding Equity Awards at 2024 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, 2024. The actual value that the NEOs 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 NEOs. (2)As noted above, our 2024-2025 Incentive Compensation Program will be paid out in 2025 based on final company and individual performance factors. (3)Mr. Shenai resigned as our General Counsel and Secretary effective January 6, 2025.

  38. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table sets forth information regarding the grants of plan-based awards made to our NEOs for fiscal year 2024.

  39. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date(1) | Date of Board Action to Grant the Award | Target ($)(2) | All Other Stock Awards: Number of shares of stock or units (#)(1) | All Other Stock Awards: Number of shares of stock underlying options (#)(1) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Chris Urmson | — | — | 160,000 | — | — | — | — | | David Maday | — | — | 207,924 | — | — | — | — | | | 3/8/2024 | — | — | — | 285,715 | 2.20 | 342,572 | | | 3/8/2024 | — | — | 285,715 | — | — | 628,573 | | Ossa Fisher | — | — | 206,339 | — | — | — | — | | | 3/8/2024 | — | — | — | 142,858 | 2.20 | 171,287 | | | 3/8/2024 | — | — | 142,858 | — | — | 314,288 | | Nolan Shenai(4) | — | — | 167,918 | — | — | — | — | | | 3/8/2024 | — | — | — | 285,715 | 2.20 | 342,572 | | | 3/8/2024 | — | — | 285,715 | — | — | 628,573 |

  40. Grants of Plan-Based Awards for Fiscal Year 2024

    ______________________________ (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 2024 Year-End.” (2)Target reported represents the 2024-2025 Incentive Bonus Program target amount and its final payment will be based upon the achievement of key company goals and initiatives as well as individual performance. The 2024-2025 Incentive Bonus Program was originally approved in February 2024 as non-equity cash bonus, and was later revised to be paid in the form of RSUs to be calculated by dividing each NEO’s respective target amount by the lower of either (a) the 20-trading-day average share price for the 20-trading-day period ending on January 2, 2025, or (b) the April 15, 2025 close-of-market share price. (3)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 7 to the Company’s financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for such year. (4)Mr. Shenai resigned his employment as of January 6, 2025, and he was not eligible to participate in the 2024-2025 Incentive Bonus Program.

  41. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  42. Outstanding Equity Awards at 2024 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 | — | — | — | — | — | — | — | | David Maday | 2/1/2021 | 716,377(1) | — | 3.67 | 2/1/2031 | — | — | | | 8/9/2022 | 109,052(2) | — | 2.44 | 8/9/2032 | — | — | | | 3/8/2023 | 91,666(3) | 8,334(3) | 1.42 | 3/8/2033 | — | — | | | 6/14/2023 | 125,000(4) | — | 2.07 | 6/14/2033 | — | — | | | 6/14/2023 | 250,000(5) | 250,000(5) | 2.07 | 6/14/2033 | — | — | | | 6/14/2023 | — | 125,000(6) | 2.07 | 6/14/2033 | — | — | | | 3/8/2024 | 59,523(7) | 226,192(7) | 2.20 | 3/8/2034 | — | — | | | 3/15/2022 | — | — | — | — | 17,961(8) | 113,154 | | | 3/15/2022 | — | — | — | — | 12,387(9) | 78,038 | | | 3/8/2023 | — | — | — | — | 12,500(10) | 78,750 | | | 6/14/2023 | — | — | — | — | 250,000(11) | 1,575,000 | | | 6/14/2023 | — | — | — | — | 125,000(12) | 787,500 | | | 3/8/2024 | — | — | — | — | 232,144(13) | 1,462,507 | | Ossa Fisher | 3/8/2023 | 916,666(14) | 1,083,334(14) | 1.42 | 3/8/2033 | — | — | | | 3/8/2024 | 29,762(7) | 113,096(7) | 2.20 | 3/8/2034 | — | — | | | 3/8/2023 | — | — | — | — | 1,125,000(15) | 7,087,500 | | | 3/8/2024 | — | — | — | — | 116,073(13) | 731,259 | | Nolan Shenai(19) | 2/1/2021 | 298,490(16) | — | 3.67 | 2/1/2031 | — | — | | | 8/9/2022 | 54,526(2) | — | 2.44 | 8/9/2032 | — | — | | | 3/8/2023 | 73,333(3) | 6,667(3) | 1.42 | 3/8/2033 | — | — | | | 3/8/2024 | 59,523(7) | 226,192(7) | 2.20 | 3/8/2034 | — | — | | | 4/30/2022 | — | — | — | — | 17,860(17) | 112,518 | | | 3/8/2023 | — | — | — | — | 10,000(10) | 63,000 | | | 3/8/2024 | — | — | — | — | 232,144(13) | 1,462,507 |

  43. Outstanding Equity Awards at 2024 Year-End

    _____________________________ (1)All shares subject to the option have been fully vested. (2)All shares subject to the option have been fully vested. (3)1/24th of shares subject to the option vest 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. (4)All shares subject to the option have been fully vested. (5)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. (6)1/12th of the shares subject to the option vest monthly following December 20, 2025, subject to continued service with Aurora through the applicable vesting date. (7)1/48th of the shares subject to the option vest monthly beginning on March 20, 2024, subject to continued service with Aurora through the applicable vesting date. (8)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. (9)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. (10)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. (11)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. (12)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. (13)1/16th of the shares subject to the award vest on May 20, 2024 and each of the 15 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)All shares subject to the option have been fully vested. (17)1/16th of the shares subject to the award vest 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 $6.30 per share as of December 31, 2024, multiplied by the amount shown in the column for Number of Shares of Stock That Have Not Vested. (19)Mr. Shenai resigned his employment as of January 6, 2025.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  45. 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 | — | — | 72,280 | 211,058 | | David Maday | — | — | 417,568 | 1,662,567 | | Ossa Fisher | — | — | 901,785 | 3,168,925 | | Nolan Shenai | — | — | 107,859 | 440,664 |

  46. Option Exercises and Stock Vested

    _____________________________ (1)The value realized on exercise reflects the difference between the fair market value of our Class A 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 trading day prior to the RSU vesting date. 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).

  47. 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 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 compensation committee (“Eligible Employees”). Eligible Employees include the Company’s NEOs. 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 Severance 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 in cash equal to 100% of Eligible Employee’s annual base salary, (2) a lump sum payment in cash 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 six months and (2) payment or reimbursement for medical insurance premiums under COBRA for up to six months. The Severance Policy has a term of three years generally and auto-renews for additional one-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 NEOs under each of the circumstances specified below if he or she had terminated employment with the Company effective December 31, 2024.

  48. 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 | 15,360 | 400,000 | 160,000 | 30,719 | — | | David Maday | 262,500 | 14,699 | 525,000 | 207,924 | 29,397 | 6,649,257 | | Ossa Fisher | 260,000 | — | 520,000 | 206,339 | — | 13,569,123 | | Nolan Shenai(8) | 212,500 | 15,360 | 425,000 | 167,918 | 30,719 | 2,597,947 |

  49. 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 NEO’s base salary as of December 31, 2024 over six 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 six months. Ms. Fisher did not receive medical, vision or dental coverage from the Company. (3)Salary severance consists of a lump-sum payment in cash equal to 100% of each NEO’s annual base salary as of December 31, 2024. (4)Bonus severance consists of a lump sum payment in cash equal to 100% of the target non-equity incentive compensation for the fiscal year ended December 31, 2024, as reported in the “Grants of Plan-Based Awards for Fiscal Year 2024” table above. This amount is prorated to reflect each NEO’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 NEOs and their dependents for up to 12 months. Ms. Fisher does not receive medical, vision or dental coverage from the Company. (6)For each NEO, 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 31, 2024, which was $6.30. 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 31, 2024, which was $6.30, minus the option’s exercise price. (8)Mr. Shenai resigned his employment as of January 6, 2025 and was not eligible for termination benefits in connection with the termination of his employment at that time.

  50. 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 in fiscal year 2024 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 NEOs’ compensation is not linked to any other financial performance measures.

  51. Pay versus Performance Table

    Pay versus Performance Table

  52. 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) | | | 2024 | $403,077 | $291,766 | $1,298,122 | $4,096,373 | $65.63 | $103.71 | ($748) | | 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) |

  53. Pay versus Performance Table

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

  54. Pay versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | Chris Urmson | Nolan Shenai, David Maday, Ossa Fisher | | 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 |

  55. 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:

  56. Pay versus Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2024 ($) | | Summary Compensation Table Total | $403,077 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $0 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $0 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $0 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | 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 | ($111,311) | | (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 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | | Compensation Actually Paid | $291,766 |

  57. Pay versus Performance Table

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2024 ($) | | Summary Compensation Table Total | $1,298,122 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $809,288 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $2,047,695 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $1,900,432 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $321,650 | | 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 | ($662,238) | | (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 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | | Compensation Actually Paid | $4,096,373 |

  58. 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, 2024 and the footnotes to the Summary Compensation Table for Fiscal Year 2024 of this proxy statement.

  59. Pay versus Performance Table

    | | Fiscal Year 2024 | | Restricted Stock Units | | | Stock Price | $2.68 - $6.30 | | Stock Options | | | Expected Term | 0.7 - 5.7 | | Strike Price | $1.42 - $3.67 | | Volatility | 56.0% - 69.0% | | Dividend Yield | 0.0% - 0.0% | | Risk-Free Interest Rate | 3.4% - 4.8% |

  60. 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.

  61. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For fiscal year 2024: •As disclosed in the “Summary Compensation Table for Fiscal Year 2024” above, the annual total compensation of our Chief Executive Officer for fiscal year 2024 was $403,077; and •the annual total compensation of our median employee for fiscal year 2024 was $235,984. Based on this information, for fiscal year 2024, the ratio of our Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all our employees was approximately 1.71:1. We identified the median employee based on examination of compensation data for all employees other than our Chief Executive Officer as of December 31, 2024. In determining our employee population, we considered the individuals, excluding our Chief Executive Officer, who were employed by us and our consolidated subsidiaries on the determination date based on our payroll records as of December 31, 2024. We did not exclude any non-U.S. employees under the de minimis exception set forth in Item 402(u) of Regulation S-K. To identify our median employee, we chose to use target annual base salary, actual cash incentive compensation paid and the grant date fair value of equity awards, as our consistently applied compensation measure, in each case, for the 12-month period preceding the determination date. We did not make any cost-of-living adjustments. After we identified our median employee, we then calculated the annual total compensation for this individual consistent with the methodology used to calculate the annual total compensation for our Chief Executive Officer in the “Summary Compensation Table for Fiscal Year 2024” above in accordance with the applicable rules and regulations of the SEC. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules and regulations, based on our records and the methodology described above. The SEC’s rules and regulations for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies and to use reasonable estimates and assumptions based on their own facts and circumstances. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios.

  62. Agreements with Employees, Directors and Officers

    Agreements with Employees, Directors and Officers