Aeva Technologies, Inc 8-K, filed May 8, 2023
Aeva Technologies, Inc. (AEVA)
About this 8-K
Aeva Technologies, Inc filed this 8-K on May 8, 2023, reporting on events of May 5, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 4, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of Aeva Technologies, Inc. (the “Company”) approved the compensation for the Company’s named executive officers for 2023 as well as cash bonus amounts for service in 2022. The Compensation Committee determined such compensation in connection its external compensation consultant, Aon Human Capital Solutions practice, a division of Aon after benchmarking compensation to the Company’s peer group among other analysis. After review and discussion, the Committee approved cash bonuses for performance in 2022 of $495,000 for each Soroush Salehian Dardashti and Mina Rezk and a cash bonus of $263,250 for Saurabh Sinha. The Committee approved a four percent increase for inflation to the salaries of each named executive officer resulting in salaries for Messrs. Salehian, Rezk and Sinha of $572,000, $572,000 and $468,000, respectively.
After considering that Messrs. Salehian and Rezk have not received an equity award in the previous three years and the importance of incentivizing strong operational performance, the Committee and the independent members of the Board of Directors approved a grant of 5,735,294 performance stock units for Mr. Salehian and 3,823,529 performance stock units for Mr. Rezk. These awards are eligible to vest based on certain operational milestones or stock price milestones and a continued employment requirement for each. The operational milestones vest in three equal installments based on the achievement of two production wins by 2024 and certain start of production thresholds by 2025, subject to continued employment through 2025. The stock price milestones vest as to 20% of the award when the volume-weighted average price per share (“WVAP Average”) of common stock for the preceding thirty (30) consecutive trading days equals or exceeds the target stock price for the indicated year. The stock price targets are as follows: $2.00 which must be met by the end of 2023, $4.00 which must be met by the end of 2024, $6.00 which must be met by the end of 2025, $10.00 which must be met by the end of 2026 and $15.00 which must be met by the end of 2027. If the stock price target in any particular year is not met, the executive may vest into the portion of the award previously unearned in the event the WVAP Average equals or exceeds the target stock price for the indicated year plus the stock price target for the previously unearned year(s). For example, if the stock price target is not met in 2023, but in 2024 the VWAP is $6.00, the executive will vest into 40% of the total award in 2024 (20% for each 2024 and 2025), subject to the continued employment condition. The continued employment condition for the stock price milestone awards will satisfied as to 20% of the award on 12/31/2023, 40% of the award on each 12/31/2025 and 12/31/2027. For Mr. Salehian, 3,529,412 performance stock units are tied to the operational milestones and 2,205,882 are tied to stock price milestones. For Mr. Rezk, 2,352,941 performance stock units are tied to the operational milestones and 1,470,588 are tied to stock price milestones.
If the executive ceases to be a Service Provider (as defined in the 2021 Plan) due to his death or disability, the continued employment requirements will be deemed to be satisfied as of the termination date for that number of additional PRSUs that would have vested had executive continued to be a Service Provider through the 18 month anniversary of the termination date (provided that any requisite stock price milestone or operational milestone must have been satisfied prior to executive’s actual termination date without regard to any achievement thereof in the 18 months following such termination date). If executive has been continuously a Service Provider through the date of a Change in Control, the Service Condition shall be deemed satisfied as of the date of such Change of Control.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aeva Technologies, Inc. | ||||||
| Date: May 5, 2023 | By: | /s/ Saurabh Sinha | ||||
| Saurabh Sinha Chief Financial Officer | ||||||