Deborah Diaz
Director at ACHR
Board
About Deborah Diaz
Deborah Diaz (age 67) has served as an independent director of Archer Aviation since September 2021 and currently chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee . She is the CEO and VC Advisor of Catalyst ADV (since Dec 2016) and previously held senior U.S. government technology roles including NASA’s Chief Technology Officer and Deputy CIO (2009–2016), USPTO Deputy CIO (2007–2009), and DHS Senior Technical Advisor and CIO for Science & Technology (2002–2007) . Diaz holds an M.S. in International Business (Colorado State University) and a B.S. in Business Administration (Stonehill College), is NACD and Directors Academy certified, and is a licensed single‑engine pilot . Archer’s board has affirmatively determined Diaz is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASA | Chief Technology Officer; Deputy Chief Information Officer | Nov 2009 – Oct 2016 | Responsible for global system infrastructure, technology pilots, and risk management |
| U.S. Patent & Trademark Office | Deputy Chief Information Officer | Jan 2007 – Nov 2009 | Senior IT leadership for USPTO |
| U.S. Department of Homeland Security | Senior Technical Advisor to create DHS; CIO for Science & Technology | Oct 2002 – Jan 2007 | Led technical advisory and CIO functions during DHS stand‑up |
External Roles
| Organization | Role | Type | Since | Notes |
|---|---|---|---|---|
| Catalyst ADV | CEO & VC Advisor | Private | Dec 2016 | Strategic growth advisory; focus on transformation and advanced manufacturing |
| Primis Financial Corp. | Director | Public | Not disclosed | Current public company directorship |
| Section IO | Director | Private | Not disclosed | Board service |
| Equinix | Advisory board of directors | Public (advisory) | Not disclosed | Advisory role (not a statutory board) |
| Intel Corporation | Advisory board of directors | Public (advisory) | Not disclosed | Advisory role (not a statutory board) |
| Former boards/advisory | Dell Technologies GAB; Forcepoint EAB; Battle Resource Management, Inc.; Intelvative, Inc.; eKuber Ventures; Lincolnia LLC; ZeroAvia Inc. | Mixed | Various | Prior governance/advisory roles |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Board determined Diaz is independent; all committees are composed of independent directors .
- Attendance & engagement: In 2024 the board met 6 times; Audit 5, Compensation 6, Nominating & Governance 4; all directors attended at least 75% of meetings .
- Executive sessions: Independent directors hold regular quarterly executive sessions; led by the Lead Independent Director .
- Lead Independent Director structure: Separated from CEO; responsibilities include agenda setting, liaison role, and presiding in executive sessions .
- None of the directors are “overboarded” per company’s governance highlights .
- Related party transaction standards: Board has standards; Audit Committee reviews/approves related party transactions .
Fixed Compensation
| Year | Cash Retainer | Committee Membership Fees | Committee Chair Fees | Lead Independent Premium | Total Cash |
|---|---|---|---|---|---|
| 2024 | $140,000 annual cash retainer | Audit member: $10,000 | Nominating & Gov Chair: $8,000 | N/A | $158,000 (matches proxy) |
- Director compensation policy: annual cash retainer $140,000; Audit/Comp/NomGov member fees $10,000/$6,000/$4,000; committee chair fees $15,000/$10,000/$8,000 (in lieu of member fees); Lead Independent Director receives additional $30,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance Conditions |
|---|---|---|---|---|
| Annual RSUs | 2024 | 54,644 | $199,997 | Vests in full on earlier of June 21, 2025 or the Annual Meeting; time‑based only (no performance metrics) |
- Director equity program: Initial and annual RSU grants targeted at $200,000, time‑based vesting (earlier of next annual meeting or one year from grant); accelerated upon certain corporate transactions, death, or disability; Director Equity Deferral Plan available for deferral of equity settlement .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Relationship | Comment |
|---|---|---|---|
| Primis Financial Corp. | Public company board | Banking; no disclosed transactions with Archer | No conflict disclosed – |
| Intel Corporation (Advisory Board) | Advisory role | Potential supplier ecosystem (semiconductors) | Advisory board service noted; no Archer related‑party transactions disclosed – |
| Equinix (Advisory Board) | Advisory role | Data center services; no disclosed Archer transactions | Advisory board service; no related‑party transactions disclosed – |
- Compensation Committee interlocks: Company discloses no compensation committee interlocks/insider participation in 2024 .
Expertise & Qualifications
- Technology and operations: Former NASA CTO/DCIO leading large-scale infrastructure, pilots, and risk management; senior IT leadership at USPTO and DHS .
- Governance credentials: NACD “Directorship” and Directors Academy “Board Director” certified .
- Education: M.S. International Business (Colorado State University); B.S. Business Administration (Stonehill College) .
- Aviation knowledge: Licensed single‑engine pilot; relevant to Archer’s eVTOL domain .
Equity Ownership
| Holder | Direct Shares | Deferred RSUs (Vested) | Unvested RSUs (FY‑end) | Total Beneficial Ownership | % of Class A Outstanding |
|---|---|---|---|---|---|
| Deborah Diaz | 98,886 | 48,661 | 54,644 | 147,547 | ~0.0269% (147,547 / 548,982,953) |
- Anti‑hedging/pledging: Insider Trading Policy prohibits hedging and pledging of company securities (pledging permitted only with prior approval) .
- Ownership guidelines: Director Equity Deferral Plan available; specific director ownership guideline not disclosed .
Governance Assessment
- Board effectiveness: Diaz’s technology and risk oversight background aligns with Audit Committee responsibilities (financial reporting, internal controls, and cybersecurity), and her ESG/corporate responsibility oversight via chairing Nominating & Governance enhances board coverage of evolving risks .
- Independence and attendance: Confirmed independent; committee and board structures are fully independent, with quarterly executive sessions and at least 75% attendance in 2024, signaling robust engagement .
- Pay and alignment: Director pay is balanced between cash ($158,000) and equity time‑based RSUs ($199,997), with the option to defer equity settlement under the Director Equity Deferral Plan, supporting alignment and long‑term orientation .
- Conflicts/related party exposure: No related‑person transactions involving Diaz are disclosed; company maintains a formal related‑party policy and Audit Committee oversight to pre‑approve and monitor such transactions – .
- Investor confidence signals: Strong say‑on‑pay support (99.6% in 2024), independent compensation consultant (FW Cook), no tax gross‑ups, and a clawback policy for executives; while these are company‑level features, they underpin overall governance quality .
- Watch items: Advisory roles with Intel and Equinix warrant monitoring for any future business dealings with Archer, though no transactions are disclosed; Stellantis’ board nomination rights and large ownership are overseen via independent committees and related‑party standards – .
Director Compensation (Summary – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 158,000 | Base retainer + Audit member + Nominating & Governance chair |
| Stock awards (RSUs) | 199,997 | 54,644 RSUs; time‑based vesting to annual meeting/June 21, 2025 |
| Total | 357,997 | Aggregate 2024 director compensation |
Board Governance (Committee Structure Snapshot)
| Committee | Membership | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Audit | Maria Pinelli (Chair); Deborah Diaz; Fred M. Diaz | 5 | Financial reporting, internal controls, cybersecurity, related‑party transactions |
| Compensation | Fred M. Diaz (Chair); Oscar Munoz; Maria Pinelli | 6 | Executive and director compensation, equity plans, succession planning |
| Nominating & Governance | Deborah Diaz (Chair); Barbara Pilarski; Michael Spellacy | 4 | Board composition, governance frameworks, ESG/corporate responsibility program |
Say‑on‑Pay & Shareholder Feedback (Company context)
| Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2024 | 99.6% |
Overall, Diaz’s independence, committee leadership, and technology/cyber risk credentials strengthen Archer’s governance profile; her compensation structure and equity deferral indicate alignment, with low observed conflict risk based on disclosed related‑party transactions –.