Adam Goldstein
About Adam Goldstein
Adam Goldstein, age 45, is Archer’s Founder, Chief Executive Officer, and a Class III director since September 2021; he previously served as Co‑CEO and Co‑Chairperson and holds a B.S. in Business Administration from the University of Florida and an MBA from NYU Stern School of Business . Archer’s disclosed total shareholder return was 58.8% for one year and 17.3% annualized for three years through year-end 2024, metrics that underpinned the company’s 2024 pay designs and PSU performance framework . He currently has no other public company directorships; his disclosed external role is on the board of trustees of the Museum of American Finance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vettery | Co‑founder and leader | 2012–2019 | Built and exited a tech talent marketplace; operating experience relevant to scaling teams and platforms |
| Minetta Lane Capital Partners | Co‑Managing Partner | 2011–2012 | Investment leadership; capital allocation experience |
| Plural Investments | Portfolio Manager | 2011–2019 | Public markets perspective; performance discipline |
| Cedar Hill Capital Partners | Senior Analyst | 2005–2009 | Deep analytical rigor; sector research capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Museum of American Finance | Board of Trustees | Not disclosed | Network and policy exposure; finance domain expertise |
| Other public company boards | None | — | No external public board conflicts |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 750,000 |
| Target Bonus (% of salary) | 50% | 100% |
| Actual Bonus Paid ($) | 393,750 | 525,000 |
| Perquisites | Financial planning benefit $10,000 (2023) | Minimal perquisites; no pension/SERP (policy) |
Notes: The company emphasizes minimal perquisites, no tax gross-ups under 280G/4999, and no supplemental retirement plans beyond 401(k) availability .
Performance Compensation
| Component | Grant Date | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (CEO) | 2024 | Corporate goals (Manufacturing, Flight Test, FAA Certification, Commercialization, Cash Burn; equally weighted 10% each) | 100% of salary | 70% of target (objective-level outcomes: 2nd goal threshold 50%, 4th goal stretch 200%, 5th goal target; 1st and 3rd not met) | One-year performance period; paid in cash |
| RSUs | 12/18/2024 | Service-based | 750,000 shares | N/A (service vesting) | Three-year schedule: 3/8 vest on annual meeting date; 1/16 quarterly thereafter; settlement deferred to calendar year 2029 per election |
| PSUs | 12/18/2024 | Relative TSR vs S&P 600; 12/24/36‑month tranches; 0–200% payout; 100% cap if absolute TSR negative | 750,000 target shares | Earned shares depend on percentile outcomes (e.g., 50th=100%, 90th=200%, <25th=0%) | Measured over 1/2/3 years; converts to time‑based on change in control with double trigger acceleration |
| “Founder Grant” PSUs (2021) | 09/16/2021 | Mixed stock‑price/performance milestones, four equal tranches over 7 years | 20,009,224 target PSUs | Tranche 1 achieved (Sep 2021); Tranche 2 achieved (Nov 2024); two tranches remaining | Remaining unearned PSUs outstanding; certain continued vesting permitted post‑termination per employment agreement |
Additional context: First tranche of 2024 PSU grants for other NEOs vested at 200% based on 98th percentile relative TSR for the 3/26/2024–3/26/2025 period, illustrating metric calibration and payout mechanics .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership (Class A) | 36,372,347 shares; 6.63% of outstanding as of March 31, 2025 |
| Composition | 8,476,543 shares directly; 27,895,804 via Capri Growth LLC (managing member: Adam Goldstein) |
| Outstanding grants at FY 2024 | Unvested RSUs: 750,000; Unearned PSUs: 750,000; Founder Grant unearned PSUs: 10,004,612 (valued at $9.75 FMV context) |
| Hedging/Pledging | Company policy prohibits hedging and, except in limited circumstances with approval, pledging; margin accounts prohibited |
| 2024 Stock vested | 5,002,306 shares; value realized $24,344,555 |
| Ownership guidelines | Not disclosed for executives; director equity deferral plan exists (not applicable to CEO comp) |
Alignment signals:
- Large founder equity and significant unearned PSUs tie outcomes to long‑term TSR and strategic milestones .
- CEO elected to defer settlement of 2024 RSUs/PSUs to 2029, reducing near‑term selling pressure and signaling long-term alignment .
Employment Terms
| Provision | Base Terms |
|---|---|
| Employment status | At‑will; CEO employment agreement dated around go‑public (September 2021) |
| Severance (no change‑in‑control) | 24 months base salary; 2x target bonus; 24 months COBRA; 24‑month acceleration of time‑vested equity; Founder Grant eligible to vest for 15 months post‑termination |
| Severance (double‑trigger change‑in‑control) | Lump‑sum 24 months base; 2x target bonus; 24 months COBRA; 100% acceleration of time‑vested awards |
| Clawback (restatement/fraud) | Companywide compensation recovery policy (Rule 10D‑1) and additional executive clawback adopted in Nov 2023; recoup incentive compensation on restatements and up to 100% upon fraud/misconduct |
| Non‑compete / Non‑solicit | Not disclosed |
Estimated payments (illustrative as of 12/31/2024):
- Qualifying termination (no C‑in‑C): Cash severance $3,000,000; continued health $77,949; value from equity acceleration $9,224,105; total $12,302,054 .
- Qualifying termination (with C‑in‑C): Cash severance $3,000,000; continued health $77,949; equity acceleration $12,187,500; total $15,265,449 .
Board Governance
- Role and independence: Goldstein is CEO and a director; Archer has no board chair and uses a Lead Independent Director (Fred M. Diaz) with defined responsibilities, mitigating dual‑role concerns. All standing committees (Audit, Compensation, Nominating & Corporate Governance) comprise independent directors .
- Attendance and executive sessions: Board met 6 times in 2024; each director attended at least 75% of meetings; independent directors meet in quarterly executive sessions .
- Committee roles: Goldstein serves on no committees .
- Director compensation and CEO board pay: CEO receives no director compensation under the non‑employee director policy .
Director Compensation (for context)
- Non‑employee director cash retainers and RSUs; Lead Independent Director receives an additional cash retainer; committee chairs receive adders; Barbara Pilarski (Stellantis designee) waived director pay while employed by Stellantis .
Compensation Structure Analysis
- Mix shift: In 2024, Archer introduced PSUs for NEOs with 50% RSUs / 50% PSUs, increasing at‑risk pay tied to relative TSR; CEO received new RSU/PSU grants in Dec 2024 following transaction announcements to align grant valuation with market information .
- Performance rigor: Bonus funding was formulaic with no discretion; corporate goals spanned manufacturing, flight test, certification, commercialization, and cash burn discipline; CEO bonus paid at 70% of target—below target—reflecting missed outcomes on two goals despite stretch achievement on commercialization .
- Governance quality: Independent compensation consultant (FW Cook), annual risk assessment, robust clawback, anti‑hedging/pledging, and no tax gross‑ups signal strong shareholder‑friendly practices .
Compensation Peer Group (Benchmarking)
- 2024 peer group included Ambarella, Aurora Innovation, Bloom Energy, Calix, ChargePoint, Cohu, Impinj, Joby Aviation, Luminar Technologies, Novanta, Power Integrations, QuantumScape, Rambus, Shoals Technologies, Stem .
- 2025 peer group updated to include LiveWire, Eve, Evolv Technologies, Navitas Semiconductor; removed higher‑cap names to maintain comparability; market cap and revenue screens applied .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval: 99.6% “FOR,” indicating high shareholder support for the compensation program and its pay‑for‑performance alignment .
Related Party & Strategic Relationships
- Stellantis: Ongoing collaboration and forward purchase arrangements; Stellantis holds nomination rights for a Class II director (Barbara Pilarski) subject to ownership thresholds; additional share issuances and warrants require shareholder approval and may be dilutive, but are positioned to scale manufacturing capacity .
Investment Implications
- Alignment: Significant founder equity, multi‑year PSU frameworks, deferral of 2024 RSU/PSU settlement to 2029, and double‑trigger protections align incentives with long‑term TSR and strategic milestones, reducing near‑term selling pressure despite large vesting events in 2024 .
- Execution risk: Bonus outcomes reflect rigorous operational targets (two goals not met), highlighting certification, manufacturing, and commercialization risks inherent to eVTOL scale‑up; PSU outperformance for other NEOs (98th percentile) shows strong stock performance but does not eliminate regulatory/manufacturing risks .
- Governance: Independent committees, quarterly executive sessions, robust clawbacks, and anti‑hedging/pledging policies mitigate dual‑role concerns (CEO/director) and support investor confidence in compensation oversight .
- Dilution watch: Stellantis-related issuances and warrants introduce dilution potential; monitor approvals and vesting milestones alongside manufacturing scale‑up benefits .
All information above is drawn from Archer Aviation Inc. 2025, 2024, and 2023 definitive proxy statements (DEF 14A), with specific citations provided inline to each assertion.