DEF 14A of Rivian Automotive, Inc. / DE
Filed Apr 27, 2026 · FY20250001874178-26-000023
Nominees for Class II Director (terms to expire at the 2029 Annual Meeting)
| Aidan Gomez | | | | | Age | Director Since | | | 29 | 2025 | | Director | Mr. Gomez has served as a member of our Board of Directors since April 2025. Mr. Gomez has served as Chief Executive Officer, Co-Founder and board member of Cohere Inc., a security-first enterprise artificial intelligence company, since September 2019. Prior to Cohere, Mr. Gomez served as a researcher at Google, working on its deep learning Google Brain project. Mr. Gomez holds a B.S. from University of Toronto and a Ph.D. in Computer Science from Oxford University. We believe Mr. Gomez’s leadership experience and his expertise in the field of artificial intelligence qualifies him to serve on our Board of Directors. | |
Class I Directors (terms to expire at the 2028 Annual Meeting)
Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board of Directors who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Rivian | | Robert J. Scaringe | 43 | 2009 | Chief Executive Officer and Chairman of the Board of Directors | | Peter Krawiec | 54 | 2019 | Director | | Sanford Schwartz | 73 | 2019 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Robert J. Scaringe | | | | | Age | Director Since | | | 43 | 2009 | | Chief Executive Officer and Chairman of the Board of Directors | Dr. Scaringe founded Rivian in June 2009 and has since served as our Chief Executive Officer and member of our Board of Directors. Dr. Scaringe was designated as the Chairman of our Board of Directors in March 2018. While serving in these roles, Dr. Scaringe has led every major milestone achieved by the Company to date, including establishing its vertically integrated technology platforms, building multi-program manufacturing capabilities and developing meaningful partnerships. Dr. Scaringe also serves as chairman of the board of directors of Mind Robotics, Inc., an industrial AI and robotics company of which Rivian is a shareholder, and serves as chairman of the board of directors of Also, Inc., a micromobility business of which Rivian is a shareholder. Dr. Scaringe holds a B.S. from Rensselaer Polytechnic Institute and an M.S. and Ph.D. in Mechanical Engineering from the Sloan Automotive Laboratory at the Massachusetts Institute of Technology. We believe Dr. Scaringe’s operational and technical expertise, leadership experience and continuity that he brings as our Founder and Chief Executive Officer, and his educational background and experience in the automotive industry qualifies him to serve on our Board of Directors. | |
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Peter Krawiec | | | | | Age | Director Since | | | 54 | 2019 | | Director | Mr. Krawiec has served on our Board of Directors since February 2019. He has served as Senior Vice President of Worldwide Corporate and Business Development at Amazon.com, Inc., a publicly-held global technology company, since March 2021. Prior to this role, Mr. Krawiec served as Vice President of Worldwide Corporate Development at Amazon from April 2007 to March 2021 and as Director of Worldwide Corporate Development at Amazon from October 2004 to April 2007. Earlier in his career, Mr. Krawiec spent seven years working in venture capital and investment banking. Mr. Krawiec holds a B.A. in Economics from Trinity College and an M.B.A. from the Kellogg School of Management at Northwestern University. We believe Mr. Krawiec’s experience involving strategic acquisitions, investments, and partnerships in the technology industry, as well as his venture capital and investment banking background, qualifies him to serve on our Board of Directors. | |
Class I Directors (terms to expire at the 2028 Annual Meeting)
| 4 | Rivian 2026 Proxy Statement | |
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Sanford Schwartz | | | | | Age | Director Since | | | 73 | 2019 | | Director | Mr. Schwartz has served on our Board of Directors since September 2019. In December 2024, Mr. Schwartz joined Mudita Venture Partners, a venture capital firm, as a Managing Partner. Previously Mr. Schwartz worked for Cox Enterprises, Inc., an automotive and media conglomerate, for 40 years. From January 2021 to December 2024, Mr. Schwartz served as Chief Executive Officer of the Cox Family Office, helping to guide family investments and estate planning for the company’s shareholders. Prior to this role, he served as President and Chief Executive Officer of Cox Automotive Inc., a global automotive services and software company, in addition to serving as President of Manheim, a provider of end-to-end wholesale vehicle solutions. Prior to that Mr. Schwartz served as President of Cox Media Group, a media conglomerate, in various roles including serving as the President of AutoTrader and AutoTrader Publishing. Mr. Schwartz is currently a member of the board of directors of A.C. Green Youth Foundation and Checkered Flag Foundation, board of trustees of Northwood University and board of advisors of Axios and Agero, Inc. We believe Mr. Schwartz’s extensive leadership and automotive industry experience qualifies him to serve on our Board of Directors. | |
Class I Directors (terms to expire at the 2028 Annual Meeting)
| | Rivian 2026 Proxy Statement | 5 |
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board of Directors who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Rivian | | Jay Flatley | 73 | 2021 | Director | | John Krafcik | 64 | 2023 | Director |
Class III Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Jay Flatley | | | | | Age | Director Since | | | 73 | 2021 | | Director | Mr. Flatley has served as a member of our Board of Directors since May 2021. Mr. Flatley is currently Chief Executive Officer of Radian, a stealth start up, since August 2025. He served as acting Chief Executive Officer of Zymergen Inc., a biofacturing company, from August 2021 through October 2022. Mr. Flatley served as Chairman of the board of directors of Illumina, Inc., a public company focused on sequencing and array-based solutions for genetic analysis, from January 2020 to May 2021, after previously serving as Executive Chairman from July 2016 to January 2020, as Chief Executive Officer from December 2013 to July 2016 and as the President and Chief Executive Officer from October 1999 to December 2013. Prior to that, Mr. Flatley was co-founder, President, Chief Executive Officer, and a director of Molecular Dynamics, a life sciences company focused on genetic discovery and analysis, from July 1994 until its sale to Amersham Pharmacia Biotech in September 1998. Mr. Flatley currently serves as Chairman of the board of directors of Cellanome, a biotechnology company focused on developing a unique multiomics platform to measure biology, Chairman of the board of directors of the Wellcome Leap Fund, a non-profit focused on human health innovation, on the board of trustees for The Salk Institute, a non-profit focused on mentoring future generations of researchers, and on the board of directors of Denali Therapeutics Inc., a biopharmaceutical company. Mr. Flatley has also served on the boards of directors of Iridia, Inc., a private nanotechnology data storage company, Coherent, Inc., a public company and provider of lasers and laser-based technologies, and Zymergen Inc. Mr. Flatley holds a B.S. and M.S. in Industrial Engineering from Stanford University and a B.A. in Economics from Claremont McKenna College. We believe Mr. Flatley’s leadership and manufacturing experience as a senior executive and director of several public companies qualifies him to serve on our Board of Directors. | |
Class III Directors (terms to expire at the 2027 Annual Meeting)
| 6 | Rivian 2026 Proxy Statement | |
Class III Directors (terms to expire at the 2027 Annual Meeting)
| John Krafcik | | | | | Age | Director Since | | | 64 | 2023 | | Director | Mr. Krafcik has served as a member of our Board of Directors since July 2023. Mr. Krafcik served as Chief Executive Officer of Waymo LLC, an autonomous driving technology company and an independent company of Google's parent company, Alphabet, Inc., from September 2015 to May 2021, and served as a consultant to Waymo from May 2021 to May 2022. Prior to that, from April 2014 to September 2015, Mr. Krafcik served as President of TrueCar, Inc., a publicly traded automotive pricing and digital retailing website company, and as a director of TrueCar from February 2014 until March 2020. Prior to TrueCar, Mr. Krafcik was with Hyundai Motor America, a South Korean automaker, from March 2004 to December 2013, during which time he served as President and Chief Executive Officer from November 2008 to December 2013 and as Vice President of Product Development and Strategic Planning from March 2004 to November 2008. Prior to joining Hyundai, Mr. Krafcik was with Ford Motor Company, where he held various product development leadership positions. Mr. Krafcik holds a Bachelor of Science in Mechanical Engineering from Stanford University and a Masters in Management from the Sloan School of Management at the Massachusetts Institute of Technology. We believe that Mr. Krafcik’s extensive leadership and product development experience in the automotive industry qualifies him to serve on our Board of Directors. | |
Class III Directors (terms to expire at the 2027 Annual Meeting)
| | Rivian 2026 Proxy Statement | 7 |
Class III Directors (terms to expire at the 2027 Annual Meeting)
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board of Directors has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of KPMG LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2025 and has served as our independent registered public accounting firm since August 20, 2021. A representative of KPMG LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders. In the event that the appointment of KPMG LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2027. Even if the appointment of KPMG LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of the Company.
Class III Directors (terms to expire at the 2027 Annual Meeting)
| | Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |
Class III Directors (terms to expire at the 2027 Annual Meeting)
| 8 | Rivian 2026 Proxy Statement | |
Class III Directors (terms to expire at the 2027 Annual Meeting)
Independent Registered Public Accounting Firm Fees and Other Matters The following table summarizes the fees of KPMG LLP, our independent registered public accounting firm, billed to us for the fiscal years ended December 31, 2025 and December 31, 2024 for audit and other services.
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Fee Category | 2025 ($) | 2024 ($) | | Audit Fees(1) | 8,080,000 | 9,030,000 | | Audit-Related Fees(2) | 150,000 | 150,000 | | Tax Fees(3) | 800,000 | 1,470,000 | | All Other Fees(4) | 10,000 | 20,000 | | Total Fees | 9,040,000 | 10,670,000 |
Class III Directors (terms to expire at the 2027 Annual Meeting)
(1)Audit fees for the fiscal years ended December 31, 2025 and 2024 include fees for the audit of our annual consolidated financial statements and internal control over financial reporting, reviews of our quarterly condensed consolidated financial statements, statutory and stand-alone-audit procedures for subsidiaries, and certain other fees related to comfort letters and consents. (2)Audit-related fees for the fiscal year ended December 31, 2025 include fees for assurance services to review the allocation of bond proceeds from the issuance of Green Convertible Notes and consolidated statement of social metrics in accordance with standards established by the American Institute of Certified Public Accountants and certain other agreed upon procedures and accounting advisory services. (3)Tax fees for the fiscal years ended December 31, 2025 and 2024 include fees for global mobility tax services. (4)Other non-audit services relate to general training services for the years ended December 31, 2025 and 2024.
Executive Summary
Executive Summary Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, we create vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Our vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come. Our executive compensation program is designed to attract, retain, and motivate our executive team to fulfill our mission. We believe that our approach to executive compensation is aligned with our stockholder and broader stakeholder interests. Most compensation for our executive officers is delivered in equity, and in 2025 included performance-based restricted stock units (PSUs) for the CEO based on rigorous goals that are directly aligned with returns for our stockholders. We believe that equity compensation is a critical element of our compensation philosophy to focus our executive officers on our mission and the successful execution of our Company priorities and aligns their interests with the long-term interests of our stockholders.
Our Commitment to Best Practices
| What We Do | | What We Don’t Do | | | | Retain 100% independent directors on our Compensation Committee | | No pension plans or supplemental retirement plans | | | The Compensation Committee engages an independent compensation advisor who provides no other services to the Company | | No hedging or pledging of our stock by directors or employees | | | A significant portion of compensation for NEOs is at-risk, and based on either our stock price performance or Company financial and operational goals | | No excise tax gross-ups upon a change in control | | | Annual review of NEO compensation and peer group data | | | | | Double-trigger change in control arrangements | | | | | Regularly assess the risk-reward balance of our compensation programs to mitigate undue risks | | | | | Maintain a policy to claw back any excess compensation paid following a financial restatement | | | | | Annual Say on Pay vote | | |
Overview of Factors Considered in Setting Executive Compensation
Overview of Factors Considered in Setting Executive Compensation The Compensation Committee assesses the competitiveness of each element of our executive officers’ total direct compensation against the compensation peer group, as discussed below. In developing this compensation peer group, the Compensation Committee, in collaboration with Semler Brossy, considered a number of factors, including: •Industry: companies with similar business and talent characteristics (e.g., software, automobile, technology and AI); •Scale and complexity: comparable market capitalization and revenue; •Business characteristics: geographic location, growth projections, valuation multiples, etc. are taken into account; and •Talent: companies competing for the same high potential, high performing executives we need to deliver on our business strategy.
Overview of Factors Considered in Setting Executive Compensation
Based on these criteria, in February 2025 the Compensation Committee approved the following peer group to be used to support 2025 compensation decisions for our NEOs. The Committee made a number of changes to the peer group to ensure it included a mix of companies with technology focus as well as industrial and manufacturing operations, while also aligning to Rivian’s revenue and market capitalization.
Executive Compensation Peer Group
Executive Compensation Peer Group
Executive Compensation Peer Group
| •Aptiv •Carvana •DoorDash •Ford •General Motors •Harley-Davidson | •Lucid Group •Lyft •Masco •Mobileye •PACCAR •Pinterest | •Roblox •Snap •Snap-on •Stanley Black & Decker •Zillow Group •Zoom |
Executive Compensation Peer Group
While we do not establish compensation levels solely based on a review of competitive data, we believe market data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. When making decisions on total compensation for executive officers, the Compensation Committee also considers a number of other factors, including Company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance, demonstrated leadership, and internal pay equity considerations. We review our peer group annually to reflect changes to our size and scale and ensure it continues to be aligned with our business and talent needs.
Key Factors in Determining Executive Compensation
Key Factors in Determining Executive Compensation Role of the Compensation Committee: The Compensation Committee is responsible for establishing and reviewing general policies and plans relating to compensation and benefits of our employees and for our overall compensation philosophy. The Compensation Committee reviews, approves, and determines, or makes recommendations to our Board of Directors regarding, the compensation of our management team, including our CEO and other NEOs, and non-employee directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, and other NEOs, evaluating the performance of our executive officers, including our CEO and other NEOs, in light of these goals and objectives, and setting, or recommending to the Board of Directors, the compensation of our CEO, and other NEOs, including bonus determinations and periodically reviewing and discussing with our Board of Directors the corporate succession and development plans for our executive officers and certain key employees. The Compensation Committee is also responsible for evaluating the performance of the independent compensation consultant, reviewing, and approving, and administering our incentive compensation plans, and reviewing, administering, and recommending to our Board of Directors changes to our equity compensation plans. Role of Management: Our CEO reviews the amount and structure of pay components (base salary, bonus, and long-term incentives) for members of our management team other than himself (including the other NEOs), identifies key targets and objectives, and negotiates the material terms of the sign-on pay packages and employment agreements for new members of our management team and separation agreements for departing executives. Our CEO considers market data presented by our compensation advisors and internal compensation data to determine executive officer pay recommendations to review with the Compensation Committee, and evaluates the performance of our management team, including our NEOs, and reviews their performance with the Compensation Committee. Our CEO is not present for deliberations on his own compensation. Our people, finance, and legal teams support the Compensation Committee by providing data on market pay practices, internal labor force considerations, as well as internal employee sentiment and engagement, support our CEO with information on corporate and individual performance for NEOs and provide recommendations on other compensation matters, including the negotiation of new employment agreements, and present information and provide clarity on market data, but refrain from participating in discussions or final decisions on their own pay quantum and structure. Role of our Compensation Advisor: The Compensation Committee engaged Semler Brossy as its independent compensation advisor. Semler Brossy attends meetings at the request of the Compensation Committee, meets with the Compensation Committee in executive session without management, and communicates with the Compensation Committee regarding emerging issues and other matters. They review and provide advice relating to: •overall compensation philosophy and alignment with our business strategy; •annual and long-term incentive plans, including the degree to which incentive plans support business strategies and balance risk-taking with potential reward; •peer group pay and performance comparisons;
Key Factors in Determining Executive Compensation
•competitiveness of NEOs’ compensation and realizable pay opportunities; •changes to NEOs’ compensation levels; •design of other compensation and benefits programs, including severance and change in control arrangements; and •preparation of public filings related to executive compensation, including CD&A and accompanying tables and footnotes. Semler Brossy does not provide any services to Rivian other than the aforementioned services provided to the Compensation Committee. The Compensation Committee assessed the independence of Semler Brossy and concluded that there are no conflicts of interest regarding the work that Semler Brossy performs for the Compensation Committee. Role of our Stockholders: At our 2025 Annual Meeting of Stockholders, our stockholders voted in a non-binding, advisory vote to approve the compensation of our NEOs. The Compensation Committee reviewed the results of this vote, and, in light of the approval by a substantial majority of our stockholders of the compensation programs described in our 2025 proxy statement (representing approximately 91.9% of the voting power of the shares represented in person or by proxy at the meeting and entitled to vote), did not implement any significant changes to our executive compensation program as a result of the vote. At our 2022 Annual Meeting of Stockholders, our stockholders also voted in a non-binding, advisory vote on the frequency with which we will hold non-binding, advisory votes to approve the compensation of our NEOs and substantially all of the votes cast (99.9%) were in favor of a frequency of every year. Accordingly, we are again holding a non-binding advisory vote to approve the compensation of our NEOs at our 2026 Annual Meeting, and currently intend to hold additional non-binding, advisory votes to approve the compensation of our NEOs annually.
Base Salary
Base Salary We use base salary to provide a fixed amount of compensation for our NEOs in exchange for their services. Our Compensation Committee considers peer group compensation data for each of our NEO's at the 25th, 50th, and 75th percentiles. The Compensation Committee annually reviews the base salaries of our NEOs and makes adjustments as it deems necessary or appropriate based on the factors described above in “Overview of Factors Considered in Setting Executive Compensation,” including reviewing peer group compensation data for similarly situated executives. For our non-CEO NEOs, the Committee also considers the CEO's feedback on our Executive Assessment Framework for each NEO, which covers key areas of their role such as tenure, mastery of the role, individual performance, potential future impact and criticality of the NEO’s role to Rivian. The annual base salaries for our NEOs as of December 31, 2025 are set forth in the table below.
Annual Incentive Bonus
Annual Incentive Bonus Our NEOs are each eligible to receive an annual performance-based cash incentive with a target opportunity expressed as a percentage of annual base salary and payment based on our Compensation Committee’s assessment of corporate performance. For 2025, the target and maximum annual incentive bonus opportunities for our NEOs were as follows:
Annual Incentive Bonus
| Named Executive Officer | 2025 Target Bonus as % of Salary (%) | 2025 Target Bonus ($) | 2025 Maximum Bonus as % of Salary (%)(1) | 2025 Maximum Bonus ($) | | Robert J. Scaringe – Founder and CEO | 100 | 1,115,386 | 150 | 1,673,077 | | Claire McDonough – CFO | 75 | 406,113 | 113 | 616,587 | | Michael Callahan – CAO | 75 | 406,113 | 113 | 616,587 |
Annual Incentive Bonus
(1)Under our Executive Bonus Plan, the maximum amount payable to our NEOs is equal to 150% of the amount of the target bonus. The Compensation Committee increased the bonus target of our CFO and CAO from 50% to 75%, effective January 1, 2025. The increase was based on, among other things, peer group data and internal pay equity considerations. In March 2025, the Compensation Committee, with input from our management team, approved the following Company performance metrics for the annual incentive bonus program: (1) vehicle deliveries volume; (2) gross profit, and (3) free cash flow, with a combined total weight of 50%; and (4) R2 readiness, weighted 50%. The 2025 performance goals for vehicle deliveries volume, gross profit and free cash flow are set forth below. We are not disclosing the performance goals for the progress on R2 readiness because the information constitutes confidential information, the disclosure of which would result in competitive harm. Our Compensation Committee established the progress on R2 readiness goals at levels our Compensation Committee determined would require significant effort to achieve.
Annual Incentive Bonus
| Metric/Goal | Weighting | Target | 2025 Actual | Percentage | | Vehicle Delivery Volume(1) | 50% | 46,000 | 42,247 | 69% | | Gross Profit | | $310M | $144M | 73% | | Free Cash Flow(2) | | ($2,390M) | ($2,139M) | 125% | | R2 Readiness | 50% | Not disclosed | Not disclosed | 93% |
Annual Incentive Bonus
(1)2025 Score for Delivery Volumes was calculated using interpolation of 2025 Performance vs. Performance to Target. (2)Free Cash Flow is a non-GAAP financial measure defined as net cash used in operating activities less capital expenditures and is reported in our quarterly earnings releases along with its associated reconciliation. In determining achievement for the Free Cash Flow metric, our Compensation Committee increased the results reported in our financial statements by $350,000,000 that was expected to be received by Rivian and Volkswagen Group Technologies, LLC in January 2026 because the Compensation Committee determined that it more accurately reflected the performance of the Company during 2025. In January 2026, the Compensation Committee reviewed performance against these metrics and certified the achievement of the performance goals at 91% of target. The bonus payout is based on the adjusted results with the following payouts: $1,015,001 for Dr. Scaringe, $369,563 for Ms. McDonough and $369,563 for Mr. Callahan. In lieu of cash payment of these bonus amounts, the Compensation Committee awarded each of our NEOs a number of fully vested restricted stock units determined by dividing the bonus amount earned by $15.10, which was the closing price of our Class A Common Stock on the day prior to the grant date and rounding up to the nearest whole unit. These fully-vested restricted stock units were granted on March 4, 2026.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our equity award program is the primary vehicle used to differentiate compensation and for offering long-term incentives to our NEOs. We believe that equity awards align the interests of our NEOs with our stockholders, provide our NEOs with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards encourage retention, supporting our goal of management longevity.
Long-Term Incentive Compensation
| 24 | Rivian 2026 Proxy Statement | |
Long-Term Incentive Compensation
In 2025, we implemented an equity mix for all of our NEOs (excluding the CEO) which included 50% in stock options and 50% in time-based restricted stock units, based on grant date fair value of the award. This balance supports our ongoing focus on strong R2 execution and overall profitability, and aligns with long-term shareholder value creation. The CEO equity award also includes PSUs. The PSU performance is tied to R2 deliveries in two tranches: total deliveries in 2026 (20% of the award) and total deliveries in 2027 (80% of the award). We have not disclosed the exact number of deliveries for either tranche because the information constitutes confidential information, the disclosure of which would result in competitive harm. Each R2 delivery goal for 2026 and 2027 must be achieved in full that year in order for the award to vest. There is no award for partial performance for either tranche of the award in its respective year. Our Compensation Committee established the R2 delivery goals at levels our Compensation Committee determined would require significant effort to achieve, and demonstrate the success of the launch of R2. The table below outlines the equity awards granted to our NEOs in 2025, inclusive of the 2025 CEO Award for our CEO:
Long-Term Incentive Compensation
| | Shareholder Value Creation (SMMs) | Stock Price Compound Annual Growth Rate | | | Executive | | Over 5 Years | Over 10 Years | | Robert J. Scaringe – CEO | 1,306,622 | 435,541 | 653,311 | | Claire McDonough – CFO | 1,045,298 | — | 522,649 | | Michael Callahan – CAO | 696,866 | — | 348,433 |
Long-Term Incentive Compensation
In April 2025, as part of the annual grant, the Compensation Committee granted our CEO 653,311 restricted stock units 653,311 PSUs and an option to purchase 1,306,622 shares of our Class A Common Stock. The option has an exercise price per share of $11.15, the closing trading price of our Class A Common Stock on the grant date. The size of the award was calibrated based on, among other things, competitive grant values for chief executive officers of our peer group companies as well as in recognition of his continued leadership and criticality to our future success. In April 2025, the Compensation Committee granted our CFO 522,649 restricted stock units and an option to purchase 1,045,298 shares of our Class A Common Stock. The option has an exercise price per share of $11.15, the closing trading price of our Class A Common Stock on the grant date. The size of the equity awards to our CFO were determined by the Compensation Committee after its review of the aggregate vested and unvested holdings of our CFO in comparison with other senior leaders at the Company and competitive grant values for similarly situated executives at our peer group companies. In April 2025, the Compensation Committee granted our CAO 348,433 restricted stock units and an option to purchase 696,866 shares of our Class A Common Stock. The option has an exercise price per share of $11.15, the closing trading price of our Class A Common Stock on the grant date. The size of the equity awards to our CAO were determined by the Compensation Committee after its review of the aggregate vested and unvested holdings of our CAO in comparison with other senior leaders at the Company and competitive grant values for similarly situated executives at our peer group companies. The restricted stock units vest over four years and the options vest over five years, subject to our NEO’s continued service to us. The performance period for the PSUs granted to the CEO for the first tranche end on December 31, 2026, and for the second tranche on December 31, 2027. The options each have a ten-year term and generally become exercisable as they vest. The options are also subject to certain forfeiture and accelerated vesting provisions with respect to all or a portion of the award in the event of a change of control combined with a change in role or termination of service.
2025 CEO Award
The 2025 CEO Award is entirely at-risk. Shares underlying the option become vested and the option becomes exercisable only upon the achievement of what the Compensation Committee determined to be rigorous, challenging, pre-established performance goals over a multi-year period that also require continued service as the Company’s CEO for the applicable vesting period, subject to limited acceleration in the event of a qualifying termination of employment or change in control. The 2025 CEO Award will only vest, and value will only be realized by Dr. Scaringe, upon the achievement of significant stock price and financial performance improvements by the Company while Dr. Scaringe remains CEO. Vesting of the options tied to stock price under the 2025 CEO Award would reflect nearly $153 billion in incremental stockholder value compared to the Company’s current market capitalization, based on the exercise price and the stock price hurdles applicable to the 2025 CEO Award. The financial performance goals are tied to the Company achieving various levels of positive adjusted operating income and positive cash flow from operations. To illustrate the incremental stockholder value created if all the stock price hurdles were met as of the award grant date:
2025 CEO Award
These metrics are intended to focus Dr. Scaringe on achieving improved profitability and disciplined cash generation as the Company scales production and expands its customer base. The independent members of the Board believe the stock price targets included in the 2025 CEO Award more accurately reflect current market conditions and the Company’s current stock price, while taking into account the current market reality and the broader economic uncertainty and headwinds that were not anticipated at the time the 2021 CEO Performance Award was granted in January 2021, which was prior to the Company’s initial public offering in November of 2021. The Compensation Committee, in consultation with its independent compensation consultant, considered a number of factors in determining whether to grant the 2025 CEO Award, the equity award’s terms and conditions, and the base salary increase. Such factors included Dr. Scaringe’s current ownership interest in the Company, the proportion of such ownership interest that was fully vested, the lack of incentive provided by the 2021 CEO Performance Award due to the unlikeliness of attainment of the associated performance goals, and external market data for similarly situated executives among comparable companies. The 2025 CEO Award is designed to retain and incentivize Dr. Scaringe to execute on the Company’s critical next phase as it progresses its technology roadmap and launches R2, which the Compensation Committee believes is in the best interests of the Company and its stockholders. The Compensation Committee does not intend to grant any additional equity awards to Dr. Scaringe during 2026. If applicable, the shares underlying the 2025 CEO Award will only be issued upon termination or expiration of the waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The 2025 CEO Award is subject to forfeiture in the event of a Termination of Service for Cause (as defined in the award agreement governing the 2025 CEO Award) and the Company’s Clawback Policy, as it may be amended from time to time.
Summary of the 2025 CEO Award
•Exercise Price: $15.22 per share (the “Exercise Price”), which was the closing price on November 6, 2025 (the “Grant Date”). •Vesting Schedule: Vesting of the shares underlying the 2025 CEO Award is subject to the satisfaction of both service-based conditions and performance-based conditions, as outlined below: •Service-Based Vesting: The option comprising the 2025 CEO Award is scheduled to vest in annual installments on each anniversary of the Grant Date (“Scheduled Vesting Dates”), subject to Dr. Scaringe’s continued service as Chief Executive Officer on such Scheduled Vesting Date (the “CEO Service Vesting Requirement”). All options subject to the performance conditions described below, other than the portion of the option that will be earned as a result of achievement of stock price hurdles of $100 or more, will vest in five equal annual installments. The portion of the option that will be earned as a result of achievement of stock price hurdles of $100 or more will vest in seven annual equal installments. As a result of the service-based vesting requirement, a maximum of approximately 6,730,000 shares underlying the option can vest on each of the first through fifth Scheduled Vesting Dates, and a maximum of approximately 1,430,000 shares underlying the option can vest on each of the sixth and seventh Scheduled Vesting Dates. •Performance-Based Vesting: Shares underlying the option will only vest on a Scheduled Vesting Date if they have first been earned by achieving the applicable performance condition described below. •Performance-Based Conditions: Subject to the service-based vesting condition outlined above, the options under the 2025 CEO Award may be earned based on achievement of the following performance conditions. •Stock Price Hurdles: 22,000,000 shares underlying the option, divided into eleven equal tranches of 2,000,000 shares, may be earned based on the achievement of eleven stock price hurdles ranging from $40 to $140, in ten dollar increments, representing premiums to the Exercise Price ranging from 163% to 820%. Achievement of the stock price hurdles will be calculated based on the average closing price of the Company’s Class A Common Stock over any 120 consecutive trading-day period with such stock price performance period ending on the tenth anniversary of the Grant Date. If the stock price hurdle for a particular tranche is not met during the ten-year term of the 2025 CEO Award, no portion of that tranche will vest. •Adjusted Operating Income Targets: Up to 7,250,000 shares underlying the option may be earned based on the achievement of full-year adjusted operating income targets. The performance period for achieving these targets ends on December 31, 2032 and is measured at the end of each fiscal year following the Grant Date. There are three adjusted operating income targets, the first of which would result in the vesting of up to 1,250,000 shares underlying the option, and the second and third of which would each result in the vesting of up to 3,000,000 shares underlying the option. •Cash Flow From Operations Targets: Up to 7,250,000 shares underlying the option may be earned based on the achievement of full-year cash flow from operations targets. The performance period for achieving these targets ends on December 31, 2032 and is measured at the end of each fiscal year following the Grant Date. There are three cash flows from operations targets, the first of which would result in the vesting of up to 1,250,000 shares underlying the option, and the second and third of which would each result in the vesting of up to 3,000,000 shares underlying the option.
2021 CEO Performance Award
2021 CEO Performance Award In January 2021, our Board of Directors and stockholders approved an equity award to our CEO consisting of a time-based option to purchase 6,785,315 shares of our Common Stock and a performance-based option to purchase up to 20,355,946 shares of our Common Stock (the “2021 CEO Equity Award”). The time-based option vests in six equal installments on each of the first through sixth anniversaries of our initial public offering, which occurred in November 2021 (“IPO”), subject to continued service to us. In connection with the grant of the 2025 CEO Award the performance-based option portion of the 2021 CEO Equity Award was cancelled.
Other Compensation Information and Benefits
•a pro-rated portion (based on the number of days they were employed during the calendar year of their termination) of the annual incentive bonus they would have earned had they remained employed with us through the end of the calendar year; •a lump sum payment equal to the amount the Company would have otherwise contributed towards their group health plan premiums as an active employee for a 12-month period; and •in the event such termination occurs within a Change in Control Period, full, accelerated vesting and exercisability, if applicable, of all then-outstanding and unvested equity awards, excluding awards that vest in whole or in part based on the attainment of performance-vesting conditions.
Taxation of Parachute Payments and Deferred Compensation
Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Section 280G, 4999, or 409A of the IRS Code. If any of the payments or benefits provided for under the employment agreements or otherwise payable to an NEO would constitute “parachute payments” within the meaning of Section 280G of the IRS Code and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO.
Policies and Procedures Related to the Grant of Certain Equity Awards
Policies and Procedures Related to the Grant of Certain Equity Awards In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of certain equity awards close in time to the release of material non-public information. Equity awards made to the CEO and other executive officers must be approved by the Compensation Committee. During fiscal 2025, equity awards to employees generally were granted on regularly scheduled, predetermined dates. Neither the Compensation Committee nor the Equity Incentive Committee grants options in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates, in either case for the purpose of impacting the value of executive compensation.
Policies and Procedures Related to the Grant of Certain Equity Awards
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Policies and Procedures Related to the Grant of Certain Equity Awards
During fiscal 2025, there were no option awards, stock appreciation rights or other option-like awards granted to any named executive officers within four business days preceding the filing of any report of Forms 10-K, 10-Q, or 8-K that discloses material nonpublic information.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during our most recently completed fiscal year ended December 31, 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert J. Scaringe Chief Executive Officer | 2025 | 1,115,385 | — | 26,640,700 | 373,461,570 | 1,015,001 | 406,424 | 402,639,080 | | | 2024 | 1,000,000 | — | 9,359,393 | 3,896,573 | 294,231 | 342,018 | 14,892,215 | | | 2023 | 759,038 | — | 6,065,409 | 7,173,658 | 277,611 | 78,364 | 14,354,080 | | Claire McDonough Chief Financial Officer | 2025 | 548,077 | — | 5,827,536 | 7,714,299 | 369,563 | 7,700 | 14,467,175 | | | 2024 | 450,000 | — | 5,398,207 | 2,248,022 | 67,500 | 8,200 | 8,171,929 | | | 2023 | 450,000 | — | 2,022,009 | 2,391,235 | 164,250 | 19,083 | 5,046,577 | | Michael Callahan Chief Administrative Officer(5) | 2025 | 548,077 | — | 3,885,028 | 5,142,871 | 369,563 | 5,200 | 9,950,739 |
2025 Summary Compensation Table
(1)Amount reported includes the grant date fair value of 653,311 restricted stock units and 435,541 PSUs for Dr. Scaringe, 522,649 restricted stock units for Ms. McDonough, and 348,433 restricted stock units for Mr. Callahan that were granted in April 2025, in each case, computed in accordance with ASC Topic 718. The grant date fair value of the restricted stock units and PSUs is based on the closing price of our Class A Common Stock on the grant date, as further described in Note 13 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and, in the case of PSUs, based on target level achievement. Amount reported for Dr. Scaringe also includes the grant date fair value of 1,000,000 common units of Mind Robotics issued to Dr. Scaringe when Mind Robotics was majority-owned by us. (2)The amount reported represents the aggregate grant date fair value of stock options granted to our NEOs in April 2025 and November 2025 in the case of our CEO, in each case, computed in accordance with ASC Topic 718. The assumptions used in calculating the fair value of the stock options are set forth in Note 13 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)The amounts represent the annual incentive bonuses earned by the NEOs for 2025. These bonuses were paid in the first quarter of 2026 in the form of fully vested restricted stock units. (4)The following table provides the amounts of other compensation paid to, or on behalf of, NEOs during 2025 included in the “All Other Compensation” column:
2025 Summary Compensation Table
| Name | 401(k) Matching Contributions ($) | Cell Phone Allowances ($) | Internet Allowances ($) | Global Invention Incentive ($) | Security Services ($) | Private Aircraft Travel ($) | Total ($) | | Robert J. Scaringe | — | — | — | 750 | 384,239 | 21,435 | 406,424 | | Claire McDonough | 7,000 | 350 | 350 | — | — | — | 7,700 | | Michael Callahan | 4,500 | 350 | 350 | — | — | | 5,200 |
2025 Summary Compensation Table
(5)Mr. Callahan was appointed Chief Administrative Officer in June of 2025. The information provided reflects compensation for the full fiscal year.
2025 Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during the fiscal year ended December 31, 2025, to help explain information provided above in our 2025 Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards in Fiscal 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Options Awards ($/Sh) | Grant Date Fair Value of Stock and Options Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert J. Scaringe | | 139,423 | 1,115,385 | 1,673,077 | | | | | | | | | | 4/21/2025 | | | | | | | 653,311 | | | 7,284,418 | | | 4/21/2025 | | | | | | | | 1,306,622 | 11.15 | 9,642,870 | | | 4/21/2025 | | | | | 435,541 | 435,541 | | | | 4,856,282 | | | 11/6/2025 | | | | 1,200,000 | 36,500,000 | 36,500,000 | | | 15.22 | 363,818,700 | | | 11/6/2025 | | | | | | | 1,000,000(6) | | | 14,500,000 | | Claire McDonough | | 51,382 | 411,058 | 616,587 | | | | | | | | | | 4/21/2025 | | | | | | | | 1,045,298 | 11.15 | 7,714,299 | | | 4/21/2025 | | | | | | | 522,649 | | | 5,827,536 | | Michael Callahan | | 51,382 | 411,058 | 616,587 | | | | | | | | | | 4/21/2025 | | | | | | | 348,433 | | | 3,885,028 | | | 4/21/2025 | | | | | | | | 696,866 | 11.15 | 5,142,871 |
Grants of Plan-Based Awards in Fiscal 2025
(1)Represents the potential payments under our performance-based annual incentive program for fiscal year 2025. The threshold, target and maximum amounts are based on a percentage of the NEO’s fiscal year 2025 base salary. The threshold amount represents the amount payable upon achievement of a single performance target at the minimum level, and the maximum amount represents the amount payable upon achievement of each performance target at the maximum level. As described in Executive Compensation—Elements of Executive Pay and 2025 Compensation under the heading “Annual Incentive Bonus,” the Compensation Committee determined to pay annual incentive bonuses for our NEOs for fiscal year 2025 at 91% of the target bonus amount in the form of fully vested restricted stock units. (2)Represents potential shares to be issued upon vesting of the PSUs. Upon satisfaction of the performance conditions, the shares will vest according to the vesting schedule, subject to continued service through the applicable vesting date. Options granted in November 2025 vest subject to the satisfaction of both service-based conditions and performance-based conditions, as described in Compensation Discussion & Analysis under the heading “2025 CEO Award.” (3)Amounts granted in April 2025 vest in 16 substantially equal quarterly installments commencing on May 15, 2025, subject to continued service. (4)Subject to continued service to us, options granted in April 2025 vest and become exercisable as to 20% of the underlying shares of Class A Common Stock subject to the option on each of the first five anniversaries of the vesting commencement date. (5)The amounts represent the aggregate grant date fair value of restricted stock units and stock options as of the grant date. The assumptions used in calculating the fair value of the restricted stock units and stock options are set forth in Note 13 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (6)Constitutes common units of Mind Robotics issued to Dr. Scaringe when Mind Robotics was majority-owned by us.
Grants of Plan-Based Awards in Fiscal 2025
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Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table lists all outstanding equity awards, including unexercised options, stock that has not vested, and equity plan incentive awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End 2025
| | | Option Awards | | | | | Stock Awards | | | Name | Vesting Commence-ment Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Robert J. Scaringe(2) | (3) | 3,642,631 | — | | 2.63 | 3/15/2029 | | | | | (3) | 500,000 | — | — | 3.36 | 7/8/2029 | | | | | 11/10/2021(4) | 2,988,366 | 1,933,816 | | 21.72 | 1/19/2031 | | | | | 11/15/2023(7) | | | | | | 151,088 | 2,977,944 | | | 8/25/2023(6) | 302,176 | 302,196 | — | 20.07 | 8/25/2033 | | | | | 5/15/2024(7) | | | | | | 268,212 | 5,286,459 | | | 5/13/2024(6) | 143,046 | 429,138 | — | 10.90 | 5/13/2034 | | | | | 4/21/2025(5) | — | 1,306,622 | — | 11.15 | 4/21/2035 | | | | | 2/15/2025(8) | | | | | | 435,541 | 8,584,513 | | | 5/15/2025(7) | | | | | | 571,648 | 11,267,182 | | | 11/6/2025(9) | — | — | 36,500,000 | 15.22 | 11/6/2035 | | | | Claire McDonough | 2/1/2021(5) | 587,500 | 150,000 | | 21.72 | 1/26/2028 | | | | | 8/8/2022(6) | 119,809 | 39,937 | | 38.23 | 8/16/2032 | | | | | 8/15/2022(7) | | | | | | 14,977 | 295,197 | | | 11/15/2023(7) | | | | | | 50,363 | 992,655 | | | 8/25/2023(6) | 100,726 | 100,726 | | 20.07 | 8/25/2033 | | | | | 5/15/2024(7) | | | | | | 154,738 | 3,049,886 | | | 5/13/2024(6) | 82,526 | 247,580 | — | 10.90 | 5/13/2034 | | | | | 4/21/2025(5) | — | 1,045,298 | — | 11.15 | 4/21/2035 | | | | | 5/15/2025(7) | | | | | | 457,318 | 9,013,738 | | Michael Callahan | 2/15/2023(7) | | | | | | 160,175 | 3,157,049 | | | 3/20/2023(6) | 512,558 | 512,558 | — | 13.02 | 3/20/2033 | | | | | 5/15/2024(7) | | | | | | 123,790 | 2,439,901 | | | 5/13/2024(6) | 66,021 | 198,065 | — | 10.90 | 5/12/2034 | | | | | 4/21/2025(5) | — | 696,866 | — | 11.15 | 4/21/2035 | | | | | 5/15/2025(7) | | | | | | 304,879 | 6,009,165 |
Outstanding Equity Awards at Fiscal Year-End 2025
(1)Value of restricted stock units calculated by multiplying $19.71, the closing price of our Class A Common Stock on December 31, 2025, the last trading day in 2025, by the number of restricted stock units outstanding. (2)As previously disclosed, in July 2025 in connection with a divorce settlement, Dr. Scaringe transferred to his former spouse: (i) 90,359 shares of Class A Common Stock in the aggregate, (ii) 3,912,500 shares of Class B Common Stock (which converted into an equivalent number of shares of Class A Common Stock upon such transfer), (iii) 3,642,631 stock options with an exercise price of $2.63, (iv) 500,000 stock options with an exercise price of $3.36, and (v) 1,863,133 stock options with an exercise price of $21.72. The securities transferred to the former spouse are no longer beneficially owned by the reporting person. Additionally, as previously disclosed and as described in Compensation Discussion & Analysis under the heading “2025 CEO Award”, in connection with the grant of the 2025 CEO Award, 20,355,946 stock options with an exercise price of $21.72 previously held by Dr. Scaringe were cancelled and as a result no longer appear in this table.
Outstanding Equity Awards at Fiscal Year-End 2025
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Outstanding Equity Awards at Fiscal Year-End 2025
(3)Fully vested. (4)The option vests in six equal installments on each anniversary of the vesting commencement date, which was the date of our IPO, subject to continued service to us. (5)Option vests as to 20% of the underlying shares of Class A Common Stock subject to the option on each of the first five anniversaries of the vesting commencement date, subject to continued service to us. (6)Option vests as to 25% of the underlying shares of Class A Common Stock subject to the option on each of the first four anniversaries of the date of grant, subject to continued service to us. (7)Restricted stock units vest in 16 substantially equal quarterly installments commencing on the vesting commencement date, subject to continued service to us. (8)PSUs vest as to 20% of the PSUs on the quarterly anniversary of the vesting commencement date that immediately follows certification of the achievement of a performance condition during 2026 and 80% of the PSUs vest on the quarterly anniversary of the vesting commencement date that immediately follows certification of the achievement of a performance condition during 2027, in each case, subject to continued service to us. (9)Option that vests subject to the satisfaction of both service-based conditions and performance-based conditions, as described in Compensation Discussion & Analysis under the heading “2025 CEO Award.”
Outstanding Equity Awards at Fiscal Year-End 2025
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Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025 The following table provides information regarding stock options that were exercised and stock awards that vested during 2025.
Option Exercises and Stock Vested in Fiscal 2025
| | 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 ($)(2) | | Robert J. Scaringe | 535,714 | 5,851,678 | 290,622 | 4,005,832 | | Claire McDonough | 0 | 0 | 178,371 | 2,478,697 | | Michael Callahan | 0 | 0 | 227,204 | 3,181,434 |
Option Exercises and Stock Vested in Fiscal 2025
(1)Represents the difference between the closing price per share of our Class A Common Stock on the date of exercise and the exercise price of the options. (2)Reflects the product of the number of shares of Common Stock vested multiplied by the closing price of our Class A Common Stock on the vesting date, or the immediately prior market day if the vesting date is a day that the market is closed.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As described above, we have entered into employment agreements with each of our NEOs. The following table quantifies the benefits payable to our NEOs upon certain terminations of employment using the assumptions set forth below.
Potential Payments Upon Termination or Change in Control
| Name | Cash Severance ($) | COBRA Premiums ($) | Equity Acceleration ($)(1) | Total Potential Payment ($)(2) | | Robert J. Scaringe | | | | | | Qualifying Termination | 3,015,001 | 14,821 | 0 | 3,029,822 | | Qualifying Termination in Connection with a CIC | 3,015,001 | 14,821 | 34,496,975 | 37,526,797 | | Claire McDonough | | | | | | Qualifying Termination | 969,563 | 27,351 | 0 | 996,914 | | Qualifying Termination in Connection with a CIC | 969,563 | 27,351 | 24,480,406 | 25,477,320 | | Michael Callahan | | | | | | Qualifying Termination | 969,563 | 27,521 | 0 | 997,084 | | Qualifying Termination in Connection with a CIC | 969,563 | 27,521 | 22,745,254 | 23,742,338 |
Potential Payments Upon Termination or Change in Control
(1)Represents the difference between $19.71, the closing price of our Class A Common Stock on December 31, 2025, less any exercise price multiplied times the number of shares underlying the equity award for which vesting would be accelerated. (2)Amounts shown constitute the maximum potential payment the NEO would have received as of December 31, 2025. Amounts of the reduction pursuant to the parachute payment best pay provision, if any, would be calculated upon actual termination of employment in connection with a change in control.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Act and 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 CEO. •The median of the annual total compensation of our employees (other than our CEO) was $90,316 in 2025. •The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $402,639,080 in 2025. •Based on the foregoing, the ratio of the annual total compensation of our CEO and the median of the annual total compensation of our employees was 4,458.1 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio allows companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio we report may not be comparable to the pay ratio reported by other companies.
Determining Annual Total Compensation
| Year | Summary compensation table total for PEO(1) ($) | Compensation actually paid to PEO (1)(2) ($) | Average summary compensation table total for non-PEO named executive officers(1) ($) | Average compensation actually paid to non-PEO named executive officers (1)(3) ($) | Value of initial fixed $100 investment based on: | | | Net loss ($) | Gross Profit (Loss) ($)(5) | | | | | | | Total shareholder return (4) ($) | Prior peer group total shareholder return(4) ($) | New peer group total shareholder return(4) ($) | | | | 2025 | 402,639,080 | 443,177,383 | 12,208,957 | 25,161,581 | 19.57 | N/A | 108.12 | (3,626,000,000) | 144,000,000 | | 2024 | 14,892,215 | (99,007,921) | 9,061,334 | (5,979,618) | 13.20 | 89.50 | 95.03 | (4,746,000,000) | (1,200,000,000) | | 2023 | 14,354,080 | 36,328,396 | 8,387,695 | 11,530,019 | 23.29 | 83.00 | 76.77 | (5,432,000,000) | (2,030,000,000) | | 2022 | 1,014,785 | (1,991,817,641) | 3,796,416 | (51,055,180) | 18.30 | 65.34 | 53.11 | (6,752,000,000) | (3,123,000,000) | | 2021 | 422,140,679 | 2,339,784,810 | 18,107,278 | 44,605,170 | 102.94 | 94.48 | 97.44 | (4,688,000,000) | (465,000,000) |
Relationship between Compensation Actually Paid and Financial Performance Measures
Relationship between Compensation Actually Paid and Financial Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following charts to show the relationships between information presented in the Pay Versus Performance table above. A significant portion of our executive compensation program is comprised of equity awards, and Compensation Actually Paid was most strongly affected by our stock price performance, as reflected in the equity award valuations required by SEC rules. As illustrated in the charts below and consistent with our compensation philosophy that focuses on equity compensation to align the interests of our NEOs with the interests of our stockholders, the Compensation Actually Paid our NEOs, including our PEO, closely correlates with the value of our Class A Common Stock.
Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return
Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return
Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return
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Compensation Actually Paid Versus Net Loss
Compensation Actually Paid Versus Net Loss
Compensation Actually Paid Versus Gross Profit
Compensation Actually Paid Versus Gross Profit
Compensation Actually Paid Versus Gross Profit
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Compensation Actually Paid Versus Gross Profit
Equity Compensation Plan Information We currently maintain three equity compensation plans: the 2015 Long-Term Incentive Plan (the “2015 Plan,”), the 2021 Incentive Award Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The following table provides information on the number of shares of our Class A Common Stock to be issued upon payout of outstanding awards and the number of shares remaining available for future award grants under these equity compensation plans as of December 31, 2025.
Compensation Actually Paid Versus Gross Profit
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities in first column)(2) | | Equity compensation plans approved by security holders | 142,385,484 | $12.35(1) | 133,597,035 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 142,385,484 | $12.35 | 133,597,035 |
Compensation Actually Paid Versus Gross Profit
(1)As of December 31, 2025, the weighted average exercise price of outstanding options under the 2015 Plan and the 2021 Plan was $12.35. (2)Includes 79,281,829 shares available for future issuance under the 2021 Plan and 54,315,206 shares available for issuance under the 2021 ESPP. As of November 8, 2021, in connection with our IPO, no further grants are made under the 2015 Plan. The 2021 Plan provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 5% of the aggregate number of shares of all classes of the Company’s Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A Common Stock as is determined by the our Board of Directors (but no more than 730,000,000 shares may be issued upon the exercise of incentive stock options). The 2021 ESPP provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of all classes of the Company’s Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A Common Stock as is determined by our Board of Directors, provided that no more than 185,000,000 shares may be issued under the 2021 ESPP. Up to a maximum of 19,407,395 shares may be purchased in the current offering period which runs through May 20, 2026 under the 2021 ESPP, based on enrollment as of December 31, 2025, which are not captured in the Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights column.
Compensation Actually Paid Versus Gross Profit
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Compensation Actually Paid Versus Gross Profit
Director Compensation The following table sets forth information concerning the compensation earned or paid to our non-employee directors who served during all or a portion of the fiscal year ended December 31, 2025. Dr. Scaringe is compensated as an employee for service as our Chief Executive Officer and does not receive additional compensation for his service as a member of our Board of Directors. See “Compensation of our Named Executive Officers—2025 Summary Compensation Table” for information regarding his compensation as our employee.
Compensation Actually Paid Versus Gross Profit
| Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(2) | Total ($) | | Karen Boone | 110,000 | 231,501 | 341,501 | | Rose Marcario(3) | 82,729 | 231,501 | 314,230 | | Sanford Schwartz | 77,500 | 231,501 | 309,001 | | John Krafcik | 77,500 | 231,501 | 309,001 | | Jay Flatley | 72,500 | 231,501 | 304,001 | | Peter Krawiec | 50,000 | 231,501 | 281,501 | | Aidan Gomez | 34,753 | 614,316 | 649,069 |
Compensation Actually Paid Versus Gross Profit
(1)Amounts reported for Messrs. Schwartz, Krawiec, and Gomez include the value of restricted stock units granted in lieu of cash fees at the election of each director. (2)Amounts reported represent (i) an annual award of 16,812 restricted stock units with an aggregate grant date fair value of $231,501 awarded to each of our non-employee directors in June 2025, which restricted stock units will vest on the one-year anniversary of the grant date, subject to the director’s continued service to us, and (ii) for Mr. Gomez, an initial award in May 2025 of 20,885 restricted stock units (the “Initial Long-Term Award”) with an aggregate grant date fair value of $353,374, which were scheduled to vest in equal annual installments on the next three anniversaries of May 15, 2025 and of 1,740 restricted stock units (the “Initial Short-Term Award”) with an aggregate grant date fair value of $29,441, which were scheduled to vest on the date of the 2025 Annual Meeting, in each case, subject to his continued service to us.. The grant date fair value is based on the closing price of our Class A Common Stock on the grant date, as further described in Note 13 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The table below shows the aggregate number of outstanding unvested stock awards and shares subject to unexercised options held as of December 31, 2025 by each non-employee director.
Compensation Actually Paid Versus Gross Profit
| Name | Number of Stock Awards Outstanding (#) | Number of Option Awards Outstanding (#) | | Karen Boone | 16,812 | 60,000 | | Rose Marcario | 16,812 | 60,000 | | Sanford Schwartz | 16,812 | 60,000 | | Jay Flatley | 16,812 | 60,000 | | Peter Krawiec | 16,812 | 60,000 | | John Krafcik | 20,170 | — | | Aidan Gomez | 37,697 | — |
Compensation Actually Paid Versus Gross Profit
As of December 31, 2025, our non-employee directors held the following vested but deferred restricted stock units: 61,328 for Ms. Boone; 64,166 for Ms. Marcario; and 69,121 for Mr. Schwartz. (3)Ms. Marcario resigned from the Board of Directors effective January 1, 2026.
Compensation Actually Paid Versus Gross Profit
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Non-Employee Director Compensation Program
Non-Employee Director Compensation Program Under our non-employee director compensation program (the “Director Compensation Program”) our non-employee directors are eligible to receive cash compensation and equity awards for service on our Board of Directors and committees of our Board of Directors. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows:
Non-Employee Director Compensation Program
| Compensation Element | Per Year | | Annual Cash Retainer | •$50,000 | | Lead Independent Director Retainer | •$125,000(1) | | Audit Committee Retainer | •$25,000 — Chair •$12,500 — Non-Chair Member | | Compensation Committee Retainer | •$20,000 — Chair •$10,000 — Non-Chair Member | | Nominating and Governance Committee Retainer | •$15,000 — Chair •$7,500 — Non-Chair Member | | Planet and Policy Committee Retainer | •$25,000 — Chair •$7,500 — Non-Chair Member |
Non-Employee Director Compensation Program
(1)Effective January 1, 2026, the Lead Independent Director Retainer was increased from $75,000 to $125,000 per year. Each non-employee director may elect to receive all of his or her annual cash retainers in the form of restricted stock units under our 2021 Plan. Elections to convert all of the annual cash retainers into restricted stock units must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainers are scheduled to be paid, or such earlier deadline as established by the Board of Directors or Compensation Committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made prior to the date the individual becomes a non-employee director. Restricted stock units granted in lieu of the annual cash retainers are fully vested on the grant date which corresponds to the date the cash retainers would otherwise be paid, and cover a number of shares of Class A Common Stock calculated by dividing the amount of the cash retainers that would otherwise be paid by the average closing price of a share of Class A Common Stock over the calendar month preceding the grant date (which shares are delivered on the grant date unless otherwise deferred as described in the following sentence). In addition, the Director Compensation Program provides that non-employee directors may elect to defer the settlement of restricted stock units granted to them. Deferred restricted stock units will generally be settled upon the earliest of a Change in Control (as defined in the 2021 Plan), the directors separation from service with us, or the director’s death. Under the Director Compensation Program, in connection with the initial appointment or election of a non-employee director, each director is automatically granted (a) an award of restricted stock units covering a number of shares of Class A Common Stock calculated by dividing (i) $250,000 by (ii) the average closing price of a share of Class A Common Stock over the calendar month preceding the grant date which will vest in equal annual installments over three years and (b) an award of restricted stock units covering a number of shares of Class A Common Stock calculated by dividing (i) the product of $250,000 multiplied by a fraction, the numerator of which is the number of full months between the date the director commences service on our Board of Directors and the scheduled date of our next annual stockholder meeting, and the denominator of which is 12, by (ii) the average closing price of a share of Class A Common Stock over the calendar month preceding the grant date which will vest in full on the date of the next annual stockholders meeting. Additionally, on the date of each annual stockholders meeting, each non-employee director is automatically granted an award of restricted stock units covering a number of shares of Class A Common Stock calculated by dividing (a) $250,000 by (b) the average closing price of a share of Class A Common Stock over the calendar month preceding the grant date which will vest in full on the one-year anniversary of the grant date. Each initial award and annual award of restricted stock units, along with any other equity-based awards held by any non-employee director, will vest upon a Change in Control (as defined in the 2021 Plan). We also reimburse our directors for reasonable out-of-pocket expenses in connection with the performance of his or her duties as a director.
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to holdings of our Class A Common Stock and Class B Common Stock by (i) stockholders who beneficially owned more than 5% of the outstanding shares of our Class A Common Stock or our Class B Common Stock, and (ii) each of our directors (which includes all nominees), each of our named executive officers and all directors and executive officers as a group as of April 23, 2026, unless otherwise indicated. The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on 1,256,510,474 shares of Class A Common Stock and 3,912,500 shares of Class B Common Stock outstanding as of April 23, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 23, 2026 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in our Restated Certificate of Incorporation, including estate planning or charitable transfers where exclusive voting control with respect to the shares of Class B Common Stock is retained by Robert J. Scaringe, our Chief Executive Officer, and transfers to affiliates or certain other related entities of Dr. Scaringe. Once converted or transferred and converted into Class A Common Stock, the Class B Common Stock may not be reissued. All the outstanding shares of our Class B Common Stock will convert automatically into shares of our Class A Common Stock upon the date that is the earlier of (i) a date fixed by our Board of Directors that is not less than 60 days nor more than 180 days following the death or disability of our Chief Executive Officer, (ii) the five-year anniversary of the date of the closing of our IPO and (iii) the date fixed by our Board of Directors that is no less than 61 days and no more than 180 days following the date that the number of outstanding shares of Class B Common Stock held by our Chief Executive Officer and certain permitted transferees represents less than 30% of the shares of Class B Common Stock held by an affiliate of our Chief Executive Officer immediately following our IPO. Unless otherwise indicated, the address of each beneficial owner listed below is 14600 Myford Road, Irvine, California 92606. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
| | Shares of Class A Common Stock | | Shares of Class B Common Stock | | Common Stock Beneficially Owned(3) | Combined Voting Power(4) | | Name of Beneficial Owner | Number | Percentage(1) | Number | Percentage(2) | Percentage | Percentage | | 5% Stockholders (excluding Named Executive Officers and Directors) | | | | | | | | Amazon.com NV Investment Holdings LLC(5) | 162,086,884 | 12.9% | — | —% | 12.9% | 12.5% | | Global Oryx Company Limited(6) | 113,934,082 | 9.0% | — | —% | 9.0% | 8.7% | | The Vanguard Group(7) | 68,313,205 | 5.4% | — | —% | 5.4% | 5.3% | | Volkswagen International America, Inc.(8) | 146,880,123 | 11.7% | — | —% | 11.7% | 11.3% | | Named Executive Officers and Directors | | | | | | | | Robert J. Scaringe(9) | 10,798,921 | * | 3,912,500 | 100% | 1.2% | 3.8% | | Claire McDonough(10) | 1,472,729 | * | — | —% | * | * | | Michael Callahan(11) | 1,450,630 | * | — | —% | * | * | | Karen Boone(12) | 288,349 | * | — | —% | * | * | | Sanford Schwartz(13) | 254,365 | * | — | —% | * | * | | Peter Krawiec(14) | 182,472 | * | — | —% | * | * | | Jay Flatley(15) | 222,070 | * | — | —% | * | * | | John Krafcik(16) | 60,756 | * | — | —% | * | * | | Aidan Gomez(17) | 39,984 | * | — | —% | * | * | | All current executive officers and directors as a group (9 individuals)(18) | 14,770,276 | 1.2% | 3,912,500 | 100% | 1.5% | 4.1% |
Non-Employee Director Compensation Program
* Less than one percent. (1)The number and percentage of Class A shares beneficially owned by an individual or entity includes shares of Class A Common Stock subject to restricted stock units, options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 23, 2026, which are considered outstanding Class A Common Stock, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. (2)The number and percentage of Class B shares beneficially owned by an individual or entity includes shares of Class B Common Stock subject to restricted stock units, options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 23, 2026, which are considered outstanding Class B Common Stock, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. (3)The percentage of Common Stock beneficially owned by an individual or entity includes shares of Class A Common Stock and Class B Common Stock subject to restricted stock units, options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 23, 2026, which are considered outstanding Common Stock, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. (4)Percentage of “Combined Voting Power” represents voting power with respect to all outstanding shares of our Class A Common Stock and Class B Common Stock, as a single class, as of April 23, 2026. The holders of our Class B Common Stock are entitled to 10 votes per share, and holders of our Class A Common Stock are entitled to one vote per share. (5)Based on a Schedule 13G filed with the SEC on February 2, 2022 and other information known to the Company. Consists of (i) 158,363,834 shares of Class A Common Stock and (ii) 3,723,050 shares of Class A Common Stock issuable upon the exercise of a warrant issued to Amazon.com NV Investment Holdings LLC (“NV Holdings”). NV Holdings is a wholly-owned subsidiary of Amazon.com, Inc., whose address is 410 Terry Avenue North, Seattle, WA 98109. Amazon reports sole voting and dispositive power over all shares beneficially owned by NV Holdings. Peter Krawiec, a member of our Board of Directors, is Senior Vice President of Worldwide Corporate and Business Development at Amazon.com, Inc. and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by the entities affiliated with NV Holdings, but disclaims beneficial ownership of such shares. (6)Based solely on a Schedule 13G filed with the SEC on November 24, 2021. Consists of (i) 106,414,600 shares of Class A Common Stock and (ii) 7,519,482 shares of Class A Common Stock underlying warrants that are exercisable at an exercise price of $5.72 per share. Global Oryx Company Limited, which directly holds the reported securities, is a subsidiary of Global Oryx Group Holding Company Limited, whose registered address is 15, Esplanade, St. Helier, JE1 1RB, Jersey. Global Oryx Group Holding Company Limited is controlled by its board of directors, which holds ultimate voting and investment power over the shares held by Global Oryx Company Limited. Global Oryx Group Holding Company Limited indicates that it has sole voting and dispositive power with respect to all shares beneficially owned.
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
(7)Based solely on a Schedule 13G filed with the SEC on February 13, 2024. Consists of 68,313,205 shares of Class A Common Stock. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has shared voting power with respect to 426,300 shares of Class A Common Stock, sole dispositive power with respect to 66,860,237 shares of Class A Common Stock, and shared dispositive power with respect to 1,452,968 shares of Class A Common Stock. On March 27, 2026, The Vanguard Group filed an amendment to its Schedule 13G disclosing that, as a result of an internal reorganization, it is no longer deemed to beneficially own any shares of Class A Common Stock. The Vanguard Group has indicated that going forward, Class A Common Stock previously reported as beneficially owned by The Vanguard Group will be reported as beneficially owned on a disaggregated basis by Vanguard Capital Management and/or Vanguard Portfolio Management, each of which are U.S. investment advisors wholly owned by The Vanguard Group. (8)Based solely on a Schedule 13G/A filed with the SEC on July 2, 2025. Consists of 146,880,123 shares of Class A Common Stock held by Volkswagen International America Inc. Volkswagen International America Inc. is a wholly owned subsidiary of Volkswagen AG, whose address is Berliner Ring 2, 38440 Wolfsburg, Germany. Volkswagen AG and Volkswagen International America Inc. indicate that they have shared voting and dispositive power with respect to all shares beneficially owned. (9)Consists of (i) 7,980,589 shares of Class A Common Stock subject to options that are presently exercisable or exercisable within 60 days of April 23, 2026, (ii) 2,632,766 shares of Class A Common Stock held in a family trust, (iii) 2,297 shares of Class A Common Stock held by a limited liability holding company, (iv) 96,729 shares of Class A Common Stock held directly, (v) 86,540 shares of Class A Common Stock underlying restricted stock units (“RSUs”) which will vest within 60 days of April 23, 2026 and (vi) 3,912,500 shares of Class B Common Stock held by a limited liability holding company. Dr. Scaringe exercises sole voting and dispositive authority over all shares held by such limited liability company. Does not include (i) an additional 40,067,382 shares of Class A Common Stock underlying options to purchase Class A Common Stock not otherwise exercisable within 60 days of April 23, 2026, (ii) an additional 817,869 restricted stock units which will not vest within 60 days of April 23, 2026, and (iii) an additional 435,541 PSUs which will not vest within 60 days of April 23, 2026. (10)Consists of (i) 64,643 shares of Class A Common Stock, (ii) 1,332,147 shares of Class A Common Stock subject to options that are presently exercisable or exercisable within 60 days of April 23, 2026 and (iii) 75,939 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Ms. McDonough. (11)Consists of (i) 327,674 shares of Class A Common Stock, (ii) 1,040,253 shares of Class A Common Stock subject to options that are presently exercisable or exercisable within 60 days of April 23, 2026, and (iii) 82,703 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Mr. Callahan. (12)Consists of (i) 81,537 shares of Class A Common Stock held by Ms. Boone, (ii) 130,000 shares of Class A Common Stock held by The Boone Family Trust dated August 6, 2015, (iii) 60,000 shares of Class A Common Stock subject to options that are presently exercisable held by Ms. Boone and (iv) 16,812 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Ms. Boone. (13)Consists of (i) 177,553 shares of Class A Common Stock (ii) 60,000 shares of Class A Common Stock subject to options that are presently exercisable held by Mr. Schwartz and (iii) 16,812 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Mr. Schwartz. (14)Consists of (i) 9,229 shares of Class A Common Stock held by Mr. Krawiec, (ii) 34,531 shares of Class A Common Stock held by Erin G. Krawiec 2019 Trust, (iii) 29,122 shares held by Peter Krawiec 2025 GRAT, (iv) 32,778 shares held by Erin G. Krawiec 2025 GRAT, (v) 60,000 shares of Class A Common Stock subject to options that are presently exercisable held by Mr. Krawiec and (vi) 16,812 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Mr. Krawiec. Mr. Krawiec is Senior Vice President of Worldwide Corporate and Business Development at Amazon.com, Inc. and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by the entities affiliated with Amazon.com NV Investment Holdings LLC, which are identified in footnote (5) above, but disclaims beneficial ownership of such shares. (15)Consists of (i) 145,258 shares of Class A Common Stock (ii) 60,000 shares of Class A Common Stock subject to options that are presently exercisable held by Mr. Flatley and (iii) 16,812 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Mr. Flatley. (16)Consists of (i) 43,944 shares of Class A Common Stock held by Mr. Krafcik and (ii) 16,812 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Mr. Krafcik. (17)Consists of (i) 16,211 shares of Class A Common Stock and (ii) 23,773 shares of Class A Common Stock underlying RSUs which will vest within 60 days of April 23, 2026 held by Mr. Gomez. (18)Consists of (i) 3,824,272 shares of Class A Common Stock, (ii) 10,592,989 shares of Class A Common Stock subject to options that are presently exercisable or exercisable within 60 days of April 23, 2026, (iii) 353,015 shares of Class A Common Stock underlying restricted stock units which will vest within 60 days of April 23, 2026, respectively, and (iv) 3,912,500 shares of Class B Common Stock.
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
Certain Relationships and Related Person Transactions