UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Aeva Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
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555 Ellis Street
Mountain View, CA 94043
(650) 481-7070
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Aeva Technologies, Inc., I cordially invite you to attend our annual meeting of stockholders on Friday, June 21, 2024 at 10:00 a.m. (Pacific Time). The 2024 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting
www.virtualshareholdermeeting.com/AEVA2024
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Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.
We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the Annual Meeting, as described beginning on page one of this Proxy Statement.
Thank you for your continued support of Aeva Technologies, Inc.
Sincerely yours,
Soroush Salehian Dardashti
Chief Executive Officer
Notice of 2024 Annual Meeting of Stockholders
June 21, 2024
10:00 a.m. (Pacific Time)
www.virtualshareholdermeeting.com/AEVA2024
You can attend the Annual Meeting online through our live webcast, vote your shares electronically and submit your questions during the Annual Meeting, by visiting
www.virtualshareholdermeeting.com/AEVA2024
. You will need to have the 16-digit number included on your notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
AGENDA:
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Elect the three Class III directors named as nominees in this Proxy Statement to hold office until the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and until their respective successors have been duly elected and qualified;
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Ratify the appointment of Deloitte Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
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Transact any other business properly introduced at the Annual Meeting.
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By Order of the Board of Directors
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Soroush Salehian Dardashti
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Chief Executive Officer
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This Proxy Statement and accompanying proxy card are first being made available on or about April 29, 2024.
Our official Notice of Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available electronically at
https://investors.aeva.com/financials-and-filings/sec-filings/default.aspx.
Summary Information for the Annual Meeting of Stockholders to be Held on June 21, 2024
This Proxy Statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report” and, together with this Proxy Statement, the “Proxy Materials”) are being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of Aeva Technologies, Inc. in connection with our annual meeting of stockholders for the fiscal year ending December 31, 2023 (the “Annual Meeting” or the “2024 Annual Meeting”). As used herein, the terms “Aeva,” the “Company,” “we,” “us,” or “our” refer Aeva Technologies, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.
To assist you in reviewing the proposals to be voted upon at our 2024 Annual Meeting, we have summarized important information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and our Annual Report on Form 10-K before voting.
Voting
Stockholders of record as of April 25, 2024 may cast their votes in any of the following ways:
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Internet
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Phone
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Mail
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Via webcast during the Annual Meeting
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Visit
www.proxyvote.com.
You will need the 16-digit number included in your proxy card, voter instruction form or notice.
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Call 1 800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.
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Send your completed and signed proxy card or voter instruction form to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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Visit
www.virtualshareholdermeeting.com/ AEVA2024.
You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:00 a.m. (Pacific time).
Voting Matters and Board Recommendation
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Founded in 2016 by former Apple engineers Soroush Salehian Dardashti and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, our mission is to bring the next wave of perception technology to broad applications from automated driving to industrial automation and consumer electronics. Our products are based on our proprietary Frequency Modulated Continuous Wave (FMCW) sensing technology. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance, along with our proprietary signal processing algorithms and perception software applications for commercialization.
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Our business and affairs are managed under the direction of our Board. As of the date of this Proxy Statement, our Board consists of seven directors.
Our Second Amended and Restated Certificate of Incorporation (as amended, our “Certificate of Incorporation”) provides that, subject to the right of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our Board will be elected each year.
Our Board has nominated Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle for election as Class III Directors with a three-year term expiring at the 2027 Annual Meeting. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle. If, for any reason, at the time of election any nominee named should decline or be unable to accept his nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that the nominees will be unable to serve as a director.
The following biographical information is furnished as to each nominee for election as a director, and each of our directors, as of April 29, 2024.
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2024 Annual Meeting of Stockholders
Soroush Salehian Dardashti, 35.
Soroush Salehian Dardashti serves as the Company’s Chief Executive Offer and is a member of the Board. Mr. Salehian co-founded Aeva with Mr. Rezk in December 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since that time. From February 2012 to November 2016, Mr. Salehian worked at Apple as a Manager, Product Development where he led teams developing consumer products and sensing systems. Mr. Salehian holds a Bachelor of Science in Mechanical Engineering from Stanford University. We believe Mr. Salehian is well-qualified to serve on our Board of Directors due to his technical and operational expertise gained from serving as Chief Executive Officer and Co-Founder of Aeva and his professional and educational experience in high-technology manufacturing industries.
Mina Rezk, 39.
Mina Rezk serves as the President, Chief Technology Officer, and Chairman of the Board of Directors of the Company. Mr. Rezk co-founded Aeva with Mr. Salehian in December 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since that time. Mr. Rezk became Chair of the Board of Directors in 2021. From January 2015 to November 2016, Mr. Rezk served as Sensing Engineering Manager - Special Projects Group at Apple. Before that, Mr. Rezk served in various roles, including as Hardware Development Manager, at Nikon Metrology from February 2004 to February 2015. Mr. Rezk has over 17 years of experience developing sensor fusion systems for the automotive and aerospace industries. Mr. Rezk holds Bachelor of Science and Master of Science degrees in Electrical Engineering from George Mason University. We believe Mr. Rezk is well-qualified to serve on our Board of Directors due to his technical and manufacturing expertise gained from serving as the Chief Technology Officer of Aeva and over 17 years of experience in the technology industry.
Christopher Eberle, 44.
Christopher Eberle has served as a Director of the Company since November 2022. Mr. Eberle has served as Global Head of Semiconductor and Hardware Investments at Sylebra Capital Limited (“Sylebra”), a global investment manager operating in the technology, media and telecommunications space, since July 2020. Mr. Eberle’s principal responsibilities at Sylebra include managing investments across the global semiconductor, semiconductor capital equipment, and global semiconductor supply chain. Prior to joining Sylebra, Mr. Eberle served as a senior equity research analyst at Instinet, LLC, the independent equity trading arm of Nomura Group, from August 2017 until July 2020. He served as a portfolio manager focused on the global technology space at Folger Hill Asset Management from January 2015 to August 2017. Mr. Eberle received a Bachelor of Science in Finance from Canisius College in 2003, and a Master’s of Science in Finance from DePaul University Driehaus College of Business in 2008. We believe Mr. Eberle is well-qualified to serve as Sylebra’s designee on our Board based on his business and management experience as well as his extensive experience in the technology, media and telecommunications industries.
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Members of the Board of Directors Continuing in Office for a Term Expiring at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”)
Erin L. Polek, 49.
Erin Polek has served as a Director of the Company since November 2022. Ms. Polek has been working part-time at Qualcomm Incorporated (“Qualcomm”), a global leader in the development of foundational technologies used in mobile devices and other wireless products, providing guidance and leadership in preparing for regulatory reporting over ESG data in anticipation of the proposed regulations from the SEC and the issued CSRD regulations in the EU since December 2022. Prior to such time, Ms. Polek was Senior Vice President, Corporate Controller and Chief Accounting Officer of Qualcomm from December 2018 through December 2022. Ms. Polek’s principal responsibilities at Qualcomm included the oversight of the global accounting department and external financial reporting and related compliance. She joined Qualcomm in February 2006 and has held a variety of leadership positions. Prior to joining Qualcomm, Ms. Polek was a Manager at PricewaterhouseCoopers LLP. She received a Bachelor of Science in Business Administration, with an emphasis in Accounting from San Diego State University. We believe Ms. Polek is well-qualified to serve as one of our directors based on her extensive leadership, accounting, compliance and business experience.
Stefan Sommer, PhD, 61.
Dr. Stefan Sommer has served as a Director of the Company since November 2023. Dr. Sommer began his professional career as a development engineer at ITT Teves. In 1997, Dr. Sommer moved to Continental Automotive Systems as director of Electronics Sensor Development. After holding several positions within the Continental Group, Dr. Sommer joined ZF Sachs AG in 2008 as a member of the Board of Management for the Chassis Systems Division. In 2010, Dr. Sommer was appointed to the central Board of Management of ZF AG, where he assumed responsibility for the Materials Management business. From 2012 through December 2017 he served as Chief Executive Officer of ZF AG. Dr. Sommer was a member of the Board of Management of Volkswagen AG with responsibility for the Components and Procurement business from September 2018 to June 2020. He has served as a member of the Supervisory Board at Knorr-Bremse AG, a global leader in safety technology for the automotive and rail industries, since 2021. He has served as chair of the Board of Directors of JOST Werke SE since 2022. He has served as a Member of the Managing Board of the GÜNTHER Group, a company that makes injection systems for the plastics and silicone processing industry, with responsibility for GÜNTHER Heisskanaltechnik GmbH and its subsidiaries since January 2023. Dr. Sommer studied Mechanical Engineering and earned his Engineering Doctorate from Ruhr University Bochum. We believe Dr. Sommer is well-qualified to serve as one of our directors based on his extensive executive leadership experience with leading organizations in the automotive industry, including component manufacturers.
Members of the Board of Directors with a Term Expiring at the 2026 Annual Meeting
Hrach Simonian, 41.
Hrach Simonian serves as a Director of the Company. Mr. Simonian served as a member of Legacy Aeva’s Board of Directors from November 2017 through the closing of the merger, and has served on our Board of Directors since March 2021. Mr. Simonian serves as a General Partner at Canaan Partners, an early-stage venture capital firm he joined in 2007. Mr. Simonian currently serves on the Board of Directors of numerous private companies. Mr. Simonian holds a Bachelor of Science in Electrical Engineering from The University of California, Los Angeles, a Master of Science in Electrical Engineering from the University of Michigan, Ann Arbor, and a Master of Business Administration from the Stanford Graduate School of Business. We believe Mr. Simonian is well-qualified to serve on our Board of Directors due to his extensive experience in investing and developing companies.
Stephen Zadesky, 52.
Stephen Zadesky has served as a Director of the Company since November 2022. Mr. Zadesky is currently advising a number of companies in the transportation, robotics and clean technology sectors. Prior to his advising work, Mr. Zadesky served in various management roles at Apple from March 1999 till April 2019, including Vice President Product Design for iPhone and iPod engineering. Prior to joining Apple, Mr. Zadesky worked at Ford Motor Company for three years in a variety of positions. Mr. Zadesky earned a Bachelor of Science in Mechanical Engineering (BSME) from the University of California, Berkeley and a Master of Science in Mechanical Engineering (MSME) from Stanford University. We believe Mr. Zadesky is well-qualified to serve as one of our directors based on his proficiency and understanding of the transportation and technology sectors, as well as his extensive advisory and leadership experience.
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Required Vote
Our bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominees who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Our Board has nominated three persons for election as Class III Directors at the 2024 Annual Meeting and, as a result, the three nominees receiving the highest number of votes at the 2024 Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast. Only votes cast “FOR” a nominee will be counted in the election of directors. Votes that are “WITHHELD” with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.
Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES, SOROUSH SALEHIAN DARDASHTI, MINA REZK AND CHRISTOPHER EBERLE.
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We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of this corporate governance include:
Composition of the Board of Directors
Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors is staggered in three classes, with members of each class serving staggered three-year terms. As of the date hereof, our Board consists of two directors in Class I (Ms. Polek and Dr. Sommer), two directors in Class II (Mr. Simonian and Mr. Zadesky) and three directors in Class III (Mr. Dardashti, Mr. Rezk and Mr. Eberle). The Class I Directors will next be up for election at the 2025 Annual Meeting, the Class II Directors will next be up for election at our 2026 Annual Meeting and the Class III Directors are up for election at this Annual Meeting and will next be up for election at our 2027 Annual Meeting. Following the 2024 Annual Meeting, our Board will consist of two Class I Directors, two Class II Directors, and three Class III Directors for a total of seven directors.
Director Independence
A majority of the Board shall be comprised of directors meeting the independence requirements of the New York Stock Exchange (the “NYSE”). The Company defines an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. The NYSE independence definition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for determining affirmatively, as to each independent director, that no material relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding. No director may serve on the Audit Committee or the Compensation Committee of the Board unless such director meets all of the applicable criteria established for service in each such committee by NYSE rules and any other applicable rules or laws.
The Board shall make an affirmative determination as to the independence of each director. The Board has determined that each of Messrs. Eberle and Simonian, Dr. Sommer and Ms. Polek qualify as independent directors under applicable SEC and NYSE rules.
Board Committees
Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing audit committee (the “Audit Committee”), nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) and compensation committee (the “Compensation Committee”). In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.
Audit Committee
Our Audit Committee is responsible for, among other things:
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Our Audit Committee consists of Ms. Polek, Mr. Simonian and Dr. Sommer. Ms. Polek serves as chair of our Audit Committee. Rule 10A-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the NYSE rules require that our Audit Committee have at least one independent member who qualifies as a financial expert, and be composed entirely of independent members. Our Board of Directors has affirmatively determined that Ms. Polek, Mr. Simonian and Dr. Sommer each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each of Ms. Polek, Mr. Simonian and Dr. Sommer also meets the financial literacy requirements of the NYSE Continued Listing Standards. In addition, our Board of Directors has determined that Ms. Polek, Mr. Simonian and Dr. Sommer each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.
Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.
Compensation Committee
Our Compensation Committee is responsible for, among other things:
Our Compensation Committee consists of Messrs. Eberle and Simonian and Ms. Polek. Mr. Eberle serves as chair of our Compensation Committee. Our Board of Directors has affirmatively determined that Messrs. Eberle and Simonian and Ms. Polek each meet the definition of “independent director” for purposes of serving on the Compensation Committee under the NYSE rules, including the heightened independence standards for members of a Compensation Committee. In addition, our Board of Directors has determined that each of Messrs. Eberle and Simonian and Ms. Polek are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act.
Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.
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Compensation Consultant Role
Our Compensation Committee is authorized under its charter to retain the services of one or more executive compensation advisors in connection with the establishment of our compensation programs and related policies. Our Compensation Committee engaged an independent compensation consultant, Aon Human Capital Solutions practice, a division of Aon plc (“Aon”), for fiscal 2023 and fiscal 2024. Our Compensation Committee engaged Aon to assist with the following objectives:
Aon reported directly to the Compensation Committee. Aon met with the Compensation Committee and with management to solicit input on job scope, performance, retention issues and other relevant factors. Aon worked with the Compensation Committee to develop recommendations for the compensation of our senior management team. Aon also advised the Compensation Committee on compensation-related developments and best practices.
Aon did not provide the Company with any services other than services that it provided to the Compensation Committee and to management in a limited capacity in connection with the preparation of the Company’s SEC-mandated compensation disclosure. The Compensation Committee does not believe that the work performed by Aon for the Compensation Committee or management raised any conflict of interest.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is responsible for, among other things:
Our Nominating and Corporate Governance Committee consists of Mr. Simonian, with Mr. Simonian serving as chair.
Our Board of Directors has adopted a written charter for our Nominating and Corporate Governance Committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.
Risk Oversight
Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is also responsible for discussing our policies with respect to risk assessment and risk management.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the corporate governance section of our corporate website. In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the code. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.
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Director Nomination Rights
We are party to several agreements to provide for certain governance matters relating to the Company.
Pursuant to the terms of the 2021 Stockholders Agreement (as defined below), subject to the rules of the NYSE, each of Mr. Rezk and Mr. Dardashti is entitled to nominate himself to continue to serve on the Board of Directors until such time as he holds less than 5% of our outstanding common stock (or his earlier death or incapacity). In addition, Mr. Rezk will serve as Chairman of the Board of Directors for so long as he is a director and, in the event Mr. Rezk is no longer a director, then Mr. Salehian will serve as the Chairman of the Board of Directors so long as he is a director. Messrs. Dardashti and Rezk also have the right to appoint an Audit Committee Qualified Director (as defined in the 2021 Stockholders Agreement) whom will be subject to the approval of the remaining members of the Board of Directors. None of the current directors were appointed pursuant to this right. For more information, see “Certain Relationships and Related Transactions-2021 Stockholders Agreement.”
Pursuant to the terms of the Sylebra Stockholders Agreement, for as long as Sylebra and its affiliates beneficially own at least (i) 9.0% of our outstanding common stock (on an as converted basis), Sylebra will have the right to nominate one director, who will initially be Mr. Eberle, Global Head of Semiconductor and Hardware Investments at Sylebra, and (ii) 14.0% of our outstanding common stock (on an as converted basis), Sylebra will have the right to nominate an additional director, who shall be an automotive executive or relevant industry expert. Sylebra has waived its right to designate such additional director until the election of the Class I directors in 2025. For more information, see “Certain Relationships and Related Transactions-Common Stock Financing Transactions-Sylebra Stockholder Agreement.” Mr. Eberle was initially appointed to our Board of Directors pursuant to the terms of the Sylebra Letter Agreement (as defined below), which provides, among other things, that Mr. Eberle be appointed as a Class III director with a term expiring at the Company’s 2024 Annual Meeting. For more information, see “Certain Relationships and Related Transactions-Sylebra Letter Agreement.”
Board Member Selection Criteria
In considering director candidates, the Board considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, dedication to the Company’s mission, having the ability to exercise sound business judgment and having the commitment to represent the interests of the Company’s stockholders. Candidates for director nominees will be reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Board considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Board intends to review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board also intends to determine whether the nominee will be independent for NYSE purposes. From time to time, the Board (or the Nominating and Corporate Governance Committee) may change the criteria for membership of the Board to maximize the opportunity to achieve success.
Board Leadership Structure
It is our policy that the positions of Chief Executive Officer and Chairperson be held by different persons. The Board recognizes, however, that there may be circumstances that arise in the future that would lead it to combine these offices.
Meetings and Attendance
During the year ended December 31, 2023, there were 17 meetings of the Board, 8 meetings of the Audit Committee, 5 meetings of the Compensation Committee, and 3 meetings of the Nominating and Corporate Governance Committee. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which they served during the period they served in 2023. Our independent directors meet regularly in executive session. All members of the Board are strongly encouraged to attend our annual meetings of stockholders. All of our then directors attended our annual meeting of stockholders in 2023.
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Corporate Governance Guidelines
Our Board has adopted corporate governance guidelines which describe the principles and practices that our Board will follow in carrying out its responsibilities. These guidelines cover a number of areas including the role, responsibilities, size and composition of the Board, director selection criteria, independence of directors, selection of Chairperson of the Board and Chief Executive Officer, director compensation, change in present job responsibility, director orientation and continuing education, lead director, term limits, Board meetings, Board committees, expectations of directors, management succession planning, evaluation of Board performance, Board compensation, and executive sessions. A copy of our corporate governance guidelines is available on our investor relations website.
Board Evaluation
Our Nominating and Corporate Governance Committee is responsible for conducting and overseeing annual self-assessments of the Board as a whole and its committees. These assessments include an evaluation of the Board’s and each committee’s contribution as a whole and effectiveness in serving the best interests of the Company and its stockholders, specific areas in which the Board and management believe that the performance of the Board and its committees could be improved, and overall Board composition and makeup.
Succession Planning
Our Nominating and Corporate Governance Committee is responsible for periodically reviewing with our Chief Executive Officer the Company’s succession plans for the role of Chief Executive Officer and other key executive officers. The Nominating and Corporate Governance Committee is also responsible for making recommendations to our Board with respect to the selection of appropriate individuals to succeed to these positions.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics (our “Code of Ethics”) applicable to our directors, officers, employees and consultants. A copy of our Code of Ethics is available on our investor relations website. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics on our investor relations website.
Compensation Clawback Policy
We approved a “clawback” policy in compliance with the SEC’s and NYSE’s final rules. Our clawback policy requires the repayment of certain cash and equity-based incentive compensation provided to current or former executive officers in connection with a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.
Policy Against Speculative Trading, Hedging and Pledging
Our Insider Trading Policy prohibits our directors, officers and other employees from directly or indirectly selling any equity security of the Company if they do not own the security sold. In addition, such persons are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. The independent members of our Board have granted waivers of this policy to Mina Rezk, our founder, President and Chief Technology Officer, to allow Mr. Rezk to pledge shares. The independent members of the Board determined these waivers were necessary to enable Mr. Rezk to relocate himself and his family from Virginia to California to be closer to the Company’s headquarters as well as support the request for additional collateral requested by the lender. It was determined that the waiver was appropriate in this instance as it mitigated the need for Mr. Rezk and the lender to sell Company shares.
Communications with Our Board
Stockholders and other interested parties may write to our Board, the Chairman, any of the members of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committees, or to our independent directors as a group at Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043. The Board will consider stockholder questions and comments to be important and endeavor to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly.
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Our Board has developed a process to assist with managing inquiries and communications. Our head of legal will review and compile any stockholder communications and may summarize such communications prior to forwarding to the appropriate party. The head of legal will not forward communications that are not relevant to the duties and responsibilities of the Board and are more appropriately addressed by management, including spam, junk mail and mass mailings, product or service inquiries, new product or service suggestions, resumes or other forms of job inquiries, opinion surveys and polls, business solicitations or advertisements, or other frivolous communications.
Stockholder Recommendations of Director Candidates
Stockholders who would like to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must send notice to Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043, by registered, certified or express mail, and provide us with a brief biographical sketch of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of the stock ownership of the person recommending such candidate. The Nominating and Corporate Governance Committee or its chair will then consider the recommended director candidate in accordance with the same criteria applied to other director candidates, including those described in our corporate governance guidelines and the charter of the Nominating and Corporate Governance Committee, each of which is available on our investor relations website.
Submission of Stockholder Proposals and Board Nominees
If you would like to include a proposal for stockholder consideration in our 2025 proxy statement or bring business before our 2025 Annual Meeting, you must send notice to Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.
Stockholder Proposals for Inclusion in the 2025 Proxy Statement
Stockholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our Proxy Materials to be distributed in connection with our 2025 Annual Meeting must submit their proposals in accordance with that rule so that they are received by the head of legal at the address set forth above no later than the close of business on February 21, 2025. If the date of our 2025 Annual Meeting is more than 30 days before or after June 21, 2025, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our Proxy Materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our Proxy Materials.
Other Stockholder Proposals or Nominations for Presentation at the 2025 Annual Meeting
If a stockholder wishes to bring business to a meeting for consideration other than a matter brought pursuant to SEC Rule 14a-8, the stockholder must give our Secretary written notice of the stockholder’s intent to do so and provide the information required by the provision of our bylaws dealing with stockholder proposals and director nominations. The notice of such a proposal or director nomination must be delivered to (or mailed to and received at) the address set forth above no earlier than February 21, 2025 and no later than March 24, 2025, unless our 2025 Annual Meeting of stockholders is to be held more than 30 days before, or more than 60 days after, June 21, 2025, in which case the stockholder’s notice must be delivered not earlier than the close of business on the 120th day prior to the 2025 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting or, if later, the 10th day after public announcement of the date of the 2025 Annual Meeting is first made. In the event that the number of directors to be elected at the annual meeting is increased after the deadline for the receipt of notice of stockholder director nominees as set forth above in this paragraph, then notice of a stockholder’s nomination to fill the new position or positions may be delivered to (or mailed to and received at) the address set forth above no later than the close of business on the 10th day after public announcement of such increase is first made. The requirements for such stockholder’s notice are set forth in our bylaws, which are filed as an exhibit to our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. To be timely for purposes of SEC Rule 14a-19, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, which must be received in accordance with the requirements of our bylaws as described above. In addition, to the extent that any information required by Rule 14a-19 is not required under our bylaws to be included with your notice, we must receive such additional
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information by March 21, 2025, or if the date of our 2024 Annual Meeting is more than 30 days before or after December 18, 2024, then the deadline to timely receive such material shall be 60 calendar days prior to the date of the 2024 Annual Meeting or, if later, the 10th day after public announcement of the date of the 2024 Annual Meeting.
We will submit all candidates nominated by a stockholder pursuant to the procedures and requirements outlined in this
“
Other Stockholder Proposals or Nominations for Presentation at the 2024 Annual Meeting” section to the Nominating and Corporate Governance Committee for its review, and this submission may include an analysis of the candidate from our management. Any stockholder making a nomination in accordance with the foregoing process will be notified of the Nominating and Corporate Governance Committee’s decision.
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PROPOSAL 2: RATIFY APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board appointed Deloitte Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2024. During our 2023 fiscal year, Deloitte served as our independent registered public accounting firm and audited and reported on our consolidated financial statements for that year. Deloitte has been our independent registered public accounting firm at all times since 2020.
The Audit Committee intends to periodically consider whether to rotate our independent registered public accounting firm in order to assure continuing independent registered public accounting firm independence. The Board and the members of the Audit Committee believe that the continued retention of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its stockholders.
We expect that representatives of Deloitte will attend the 2024 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.
Although stockholder ratification is not required, the appointment of Deloitte is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Deloitte’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of other independent registered public accounting firms. The Audit Committee may terminate Deloitte’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.
Required Vote
Approval of this Proposal 2 requires the affirmative vote (
i.e
., “FOR” votes) of a majority of the shares present or represented and entitled to vote thereon at our 2024 Annual Meeting. A vote to “ABSTAIN” will count as “present” for purposes of this proposal and so will have the same effect as a vote “AGAINST” this proposal. In the absence of instructions, your broker may vote your shares on this proposal. For more information, see “General Information about the Annual Meeting and Frequency Asked Questions-Voting Instructions and Information-What happens if I do not vote? What is the effect of broker non-votes?”
Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
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The following table sets forth the aggregate fees incurred for Deloitte, our independent registered accounting firm for the fiscal years ended December 31, 2023 and 2022. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described below the table.
Audit Fees
. For professional services rendered for the audits of annual consolidated financial statements (including the review of quarterly interim consolidated financial statements), consents, assistance and review of documents filed with the SEC and other services normally provided in connection with statutory or regulatory filings or engagements.
Audit-Related Fees
. Consists of amounts billed in connection with the filing of our Registration Statement on Form S-3, S-8 and other regulatory filings. All fees described above were pre-approved by the Audit Committee.
All Other Fees
. The fees billed by Deloitte for professional services rendered for other compliance purposes for the fiscal year ended December 31, 2022 relate to an accounting research tool subscription. There were no fees billed by Deloitte for professional services rendered for other compliance purposes for the fiscal year ended December 31, 2023.
Pre-Approval Policies and Procedures
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services rendered by Deloitte Touche LLP, our independent registered public accounting firm. The Audit Committee pre- approves specified services in defined categories of audit services, audit- related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of Deloitte Touche LLP or on an individual case-by-case basis before Deloitte Touche LLP is engaged to provide a service. The Audit Committee has determined that the rendering of the services other than audit services by Deloitte Touche LLP is compatible with maintaining the principal accountant’s independence.
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The Audit Committee of the Board assists the Board in performing its oversight responsibilities for the Company’s financial reporting process and audit process as more fully described in the Audit Committee’s charter. Management has the primary responsibility to establish and maintain a system of internal control over financial reporting, for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of its financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and to issue reports thereon. The Audit Committee does not provide any expert or other special assurance as to the Company’s financial statements or any expert or professional certification as to the work of our independent registered public accounting firm.
In the performance of its oversight function, the Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2023 with the Company’s management and its independent registered public accounting firm. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB regarding such accounting firm’s communications with the Audit Committee concerning independence and has discussed with the Company’s independent registered public accounting firm that firm’s independence and considered whether any “non-audit” services provided by the independent registered public accounting firm are compatible with maintaining its independence.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.
THE AUDIT COMMITTEE
Erin Polek, Committee Chair
Hrach Simonian,
Stefan Sommer
Notwithstanding any statement in any of our filings with the SEC that might be deemed to incorporate part or all of any filings with the SEC by reference, including this Proxy Statement, the foregoing Audit Committee Report is not incorporated into any such filings.
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Our named executive officers for the fiscal year ended December 31, 2023 were:
Summary biography of our Chief Financial Officer is provided below. Information on Mr. Dardashti and Mr. Rezk can be found under “Proposal 1: Elect Class III Directors.” All of our executive officers serve at the discretion of our Board.
Saurabh Sinha, 46
. Mr. Sinha serves as Chief Financial Officer of the Company. Mr. Sinha has served as Aeva’s Chief Financial Officer since September 2020. Prior to joining Aeva, Mr. Sinha was the Chief Accounting Officer of JUUL Labs from July 2018 to August 2020 and served as its interim Chief Financial Officer from January 2020 to May 2020. Prior to joining JUUL Labs, Mr. Sinha held various finance leadership roles, from March 2014 to June 2018, at InvenSense Inc., a motion sensors company. Mr. Sinha received his Bachelor of Commerce degree from the University of Delhi, India and his Master of Business Administration from The Wharton School of the University of Pennsylvania.
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This section describes the compensation program for our named executive officers and directors.
Compensation Discussion and Analysis
Compensation Philosophy
Our executive compensation program is designed to achieve the following objectives:
We provide our executive officers with a significant portion of their compensation through cash incentive compensation determined based upon the achievement of financial, operational and individual performance metrics as well as through equity compensation that vests on the basis of performance milestones and/or continued service.
Summary Compensation Table
The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years ended December 31, 2023 and 2022 for each of our named executive officers.
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