Fred Diaz
Lead Independent Director at ACHR
Board
About Fred M. Diaz
Fred M. Diaz, age 59, is Archer Aviation’s Lead Independent Director and Chair of the Compensation Committee, and serves on the Audit Committee; he has been a director since September 2021 and Lead Independent Director since February 2022 . He is deemed independent under NYSE and SEC rules (one of six independent directors on a seven‑member board) . Diaz’s background spans CEO and senior C‑suite roles across automotive and transportation, with a B.S. in Business Administration (Texas Lutheran University) and an MBA (Central Michigan University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsubishi Motors North America | President, CEO and Chairman | Apr 2018 – Apr 2020 | Led North America operations |
| Mitsubishi Motors Corporation (Japan) | General Manager in Charge, Performance Optimization Global Marketing & Sales | Jul 2017 – Apr 2018 | Global marketing and sales optimization |
| Nissan Motor Corporation | Multiple roles: Division VP & GM—North American Trucks & LCV; SVP Sales/Marketing/Product Planning/Operations; Division VP Sales/Marketing/Product Planning/Parts & Service | Apr 2013 – Jul 2017 | Sales, marketing, operations leadership |
| Fiat Chrysler Automobiles | President & CEO Ram Truck Brand; President & CEO Chrysler Mexico; Head of National Sales; National Director of Marketing Communications | 2004 – 2013 | Brand leadership and international operations |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Valero Energy Corporation | Director | Not disclosed in ACHR proxy |
| Smith & Wesson Brands, Inc. | Director | Not disclosed in ACHR proxy |
| SiteOne Landscape Supply Inc. | Director | Not disclosed in ACHR proxy |
Board Governance
- Independence and structure: Archer’s board has a majority of independent directors (6/7), and all committees are fully independent; Diaz is Lead Independent Director with defined responsibilities (presides at meetings without the CEO, liaises between independent directors and CEO, convenes executive sessions, co‑sets agendas, engages with stockholders) .
- Committees: Diaz chairs Compensation and is a member of Audit; Nominating & Corporate Governance is chaired by Deborah Diaz and includes Pilarski and Spellacy .
- Attendance and meetings: In 2024 the board met 6 times; Audit 5, Compensation 6, Nominating & Corporate Governance 4; each director attended at least 75% of meetings .
- Executive sessions: Independent directors meet quarterly in executive session, presided over by Diaz .
- Risk oversight: Committees oversee financial reporting/cybersecurity (Audit), compensation/human capital/succession (Compensation), and governance/ESG (NCG); board reviews strategic and operational risk regularly .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 140,000 | Standard non‑employee director cash retainer |
| Lead Independent Director retainer | 30,000 | Additional cash retainer for LID |
| Audit Committee member fee | 10,000 | Member fee (chair receives $15,000 in lieu; Diaz is a member) |
| Compensation Committee chair fee | 10,000 | Chair fee (in lieu of member fee) |
| Total cash fees (2024) | 190,000 | Matches reported fees earned |
| Equity grant (RSUs, 2024) – grant date fair value | 199,997 | Annual equity grant under 2021 Plan |
| RSUs granted (shares) | 54,644 | Vests in full on earlier of Jun 21, 2025 or 2025 Annual Meeting date |
Notes:
- Non‑employee director equity awards are time‑based RSUs; initial grant $200,000 at appointment, annual grant $200,000 at each annual meeting, vesting on earlier of next annual meeting or one year; acceleration on corporate transaction, death or disability; directors may elect deferral under a Director Equity Deferral Plan .
Performance Compensation
- No performance‑based director compensation disclosed; non‑employee director equity is time‑based (RSUs) rather than performance‑linked .
- Vesting schedule for 2024 RSUs: 54,644 shares vest in full on the earlier of June 21, 2025 or the date of the 2025 Annual Meeting .
| Metric | Structure | Vesting/Cap | Notes |
|---|---|---|---|
| Director equity (RSUs) | Time‑based RSUs | Vest at next annual meeting or 1 year | Annual grant sized at $200k per policy |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; during 2024, no member of the Compensation Committee was an officer/employee, and no reciprocal interlocks with other companies’ comp committees existed .
- Related-party and strategic partner influence: Stellantis has nomination rights for one Class II director (Barbara Pilarski) and multiple capital/contract arrangements; Pilarski waived director compensation while employed at Stellantis .
- Overboarding: The proxy states none of Archer’s directors are considered “overboarded” .
Expertise & Qualifications
- Automotive and transportation leadership: CEO/Chair roles at OEMs; deep sales, marketing, operations, product planning experience .
- Governance: Lead Independent Director role with defined responsibilities for independent oversight and stockholder engagement .
- Financial literacy: Audit Committee membership requires financial literacy under NYSE standards .
Equity Ownership
| Holder | Shares (Class A) | Composition | % of Class A Outstanding |
|---|---|---|---|
| Fred M. Diaz | 101,372 | 52,711 directly; 48,661 fully vested deferred RSUs | * (less than 1%) |
Additional context:
- Archer’s insider trading policy prohibits hedging and, except in limited circumstances with approval, pledging; shorting and derivative transactions are prohibited .
- Director equity deferral is available; Diaz holds fully vested deferred RSUs as part of his ownership .
Governance Assessment
- Board effectiveness: Diaz’s dual role as Lead Independent Director and Compensation Committee Chair, plus Audit Committee membership, places him at the center of independent oversight on executive pay, succession, human capital, financial reporting, and cybersecurity; executive sessions quarterly under his leadership enhance independent challenge .
- Independence and attendance: He is independent, and directors met attendance thresholds (≥75%); committees were active with 2024 cadence (Audit 5, Compensation 6, NCG 4) .
- Pay-for-performance signals (company-wide): Say‑on‑pay support was 99.6% in 2024, reflecting stockholder endorsement of the program Diaz’s committee oversees; 2024 NEO bonuses were formulaic with no discretionary adjustments, and PSUs tied to relative TSR were added beginning in 2024, indicating increased at‑risk alignment .
- Compensation governance quality: Use of independent consultant (FW Cook) with no conflicts; anti‑hedging/pledging policy; robust clawback policy compliant with Rule 10D‑1; double‑trigger change‑in‑control protections and minimal perquisites indicate shareholder‑friendly posture .
- Conflicts/related parties: No related‑party transactions disclosed involving Diaz; Stellantis arrangements are governed by a related‑party policy and handled via committee oversight (Audit reviews RPTs), with Stellantis nomination rights transparently disclosed .
- Ownership alignment: Diaz’s equity exposure includes RSUs and deferred RSUs, aligning incentives with stockholder value; no pledging disclosed, and company policy restricts hedging/pledging .
RED FLAGS: None disclosed specific to Diaz. Board states no overboarding, strong attendance, no compensation committee interlocks, and robust anti‑hedging/pledging and clawback policies .