Barbara Pilarski
Director at ACHR
Board
About Barbara Pilarski
Barbara Pilarski, age 61, has served as an independent Class II director of Archer Aviation since January 2022 and is a member of the Nominating and Corporate Governance Committee. She is Global Head of Business Development at Stellantis (since March 2021), with prior senior roles at FCA US LLC in Business Development (North America), Human Resources, and earlier finance/business development roles at Chrysler entities dating back to 1985. She holds a B.S. in Business Administration from Wayne State University and an MBA from the University of Michigan. The Board has determined her to be independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stellantis N.V. | Global Head of Business Development | Mar 2021–present | Executive Sponsor of Stellantis Women’s Business Resource Group |
| FCA US LLC (North America) | Head of Business Development | Mar 2019–Feb 2021 | Strategic BD leadership |
| FCA US LLC (North America) | Head of Human Resources | Sep 2017–Mar 2019 | HR leadership in NA region |
| FCA US LLC (North America) | Head of Business Development | Jun 2009–Sep 2017 | Led NA BD over multi-year period |
| Chrysler LLC / DaimlerChrysler / Chrysler Corporation | Various finance & BD roles | Since Sep 1985 | Long-tenured auto sector experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corewell Health | Director | Not disclosed | Current board service; non-public company |
| Stellantis Women’s BRG | Executive Sponsor | Current | Internal executive sponsorship role |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; committee chaired by Deborah Diaz; Michael Spellacy also a member.
- Independence status: Board determined Ms. Pilarski and five other directors are independent; all committees composed of independent directors.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; Board met 6x, Audit 5x, Compensation 6x, Nominating & Corporate Governance 4x; independent directors hold quarterly executive sessions.
- Lead Independent Director: Fred M. Diaz (since Feb 2022) with defined responsibilities; Board has no chair.
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Barbara Pilarski | — | — | — |
- Waiver: Ms. Pilarski has agreed to waive director compensation while employed by Stellantis or its affiliates.
- Policy benchmarks (context): Annual cash retainer $140,000; Lead Independent Director +$30,000; Committee member retainers—Audit $10,000; Compensation $6,000; Nominating & Governance $4,000; Committee chair retainers—Audit $15,000; Compensation $10,000; Nominating & Governance $8,000.
- Annual equity grant (for other non-employee directors): $200,000 in RSUs, time-based vesting to next annual meeting or 1 year; initial grant $200,000 for new directors; deferral plan available.
Performance Compensation
| Item | Detail |
|---|---|
| Director equity awards | Non-employee directors receive time-based RSUs; no performance metrics disclosed (vest on next annual meeting/1-year schedule). |
| Ms. Pilarski RSUs (2024) | No RSUs granted; none unvested. |
- No performance metric linkage (e.g., revenue, EBITDA, TSR) disclosed for director pay; RSUs are purely time-based.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. |
| External board | Corewell Health (non-public). |
| Major shareholder interlock | Stellantis beneficially owns 73,235,067 Class A shares (13.04%) and has nomination rights for one Class II director; Ms. Pilarski is Stellantis’ initial designee. |
- Stellantis nomination rights: Stellantis may nominate one Class II director through the 2026 annual meeting and, so long as it holds ≥12.5% of Class A, continue nomination through 2029; expected extension contingent on definitive contract manufacturing documentation through 2032.
Expertise & Qualifications
- Automotive and manufacturing business development leadership across Stellantis/FCA/Chrysler; deep transportation sector experience.
- Education: B.S. Business Administration (Wayne State University); MBA (University of Michigan).
- Governance skill set: Corporate development, finance/BD, HR leadership; executive sponsorship of diversity initiative.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Barbara Pilarski | — | <1% (indicated by “*”) | Shares outstanding: 548,982,953 as of Mar 31, 2025. |
- RSUs at FYE 2024: None held by Ms. Pilarski.
- Hedging/pledging policy: Directors are prohibited from hedging or shorting Archer stock; pledging requires General Counsel approval.
- Insider trading and recovery policy: Robust compensation recovery policy applies to executive officers; not specified for directors.
Governance Assessment
-
Strengths
- Independence: Board affirmatively determined independence for Ms. Pilarski; all committees entirely independent.
- Committee engagement: Active member of Nominating & Corporate Governance overseeing board composition, ESG, and evaluations; executive sessions held quarterly among independent directors.
- Attendance: Met Board policy thresholds (≥75% of meetings); Board and committees maintained regular cadence in 2024.
- Pay discipline: Waiver of director compensation while employed by Stellantis mitigates perceived conflict and avoids double-dipping.
- Overboarding: Board states none of the directors are “overboarded.”
-
Risks and RED FLAGS
- Stellantis nomination rights and commercial ties: Stellantis’ 13.04% ownership with Class II nomination rights and broad collaboration/contract manufacturing arrangements (including exclusivity, right to require Archer to enter manufacturing transactions) create potential related-party influence over governance and strategy. This requires vigilant committee oversight of conflicts and transaction fairness.
- Dilution risk: Board-supported share issuance to Stellantis would dilute existing shareholders, increasing Stellantis’ influence; monitor future ownership thresholds and nomination right extensions.
- Ownership alignment: Ms. Pilarski reports <1% beneficial ownership and no RSUs, implying limited “skin in the game” at Archer; while her compensation waiver reduces conflict optics, the low direct ownership may lessen alignment incentives.
Fixed Compensation (Detail – Policy and Actuals)
| Component | Amount | Basis |
|---|---|---|
| Annual cash retainer | $140,000 | Non-employee directors |
| Lead Independent Director additional retainer | $30,000 | Incremental to base |
| Audit committee member retainer | $10,000 | Annual |
| Compensation committee member retainer | $6,000 | Annual |
| Nominating & Governance committee member retainer | $4,000 | Annual |
| Audit committee chair retainer | $15,000 | In lieu of member fees |
| Compensation committee chair retainer | $10,000 | In lieu of member fees |
| Nominating & Governance committee chair retainer | $8,000 | In lieu of member fees |
- Ms. Pilarski actual 2024 director pay: $0 cash; $0 stock awards; total $0 (compensation waived).
Performance Compensation (Detail)
| Metric Category | Disclosure for Directors | Vesting |
|---|---|---|
| Annual equity grant (RSUs) | $200,000 grant to non-employee directors; time-based only | Vests at next annual meeting or 1 year, whichever earlier |
| Initial equity grant (RSUs) | $200,000 prorated for mid-year appointments | Same vesting; acceleration upon corporate transaction, death, or disability |
| Performance metrics (TSR, revenue, EBITDA, ESG) | None disclosed for director equity awards | Not applicable |
| Ms. Pilarski RSUs (2024) | None granted; none unvested | Not applicable |
Related-Party Exposure (Stellantis)
- Collaboration Agreement: Stellantis provides personnel/resources for Archer’s manufacturing build-out (construction plans, powertrain automation, industrial engineering); Archer grants Stellantis exclusivity in certain supply/contract manufacturing activities; Stellantis may require Archer to enter manufacturing/assembly transactions.
- 2023 Forward Purchase Agreement: Up to $150 million of Class A shares sold to Stellantis at 90% of VWAP upon milestones ($25M, $70M, $55M) tied to Midnight eVTOL and other conditions; includes nomination rights as described.
- Nomination rights and potential extension: Through 2029 based on ≥12.5% Class A threshold; expected extension to 2032 linked to contract manufacturing documentation.
Other Disclosures
- Anti-hedging/pledging: Prohibitions and approval requirements as noted in Insider Trading Policy.
- Executive sessions: Quarterly among independent directors, fostering candid governance dialogue.
- Board voting matters: 2025 Proxy includes proposals on director elections, auditor ratification, advisory say-on-pay, and Stellantis share issuance (Board recommends “FOR”).
Investor implications: Governance is generally strong (independence, committee rigor, attendance), but Stellantis’ equity stake, nomination rights, and deep commercial ties create an enduring related-party overlay. Ms. Pilarski’s compensation waiver appropriately mitigates conflict optics; however, maintain heightened scrutiny on transactions with Stellantis, dilution impacts, and the preservation of arm’s-length oversight in committee processes.