Maria Pinelli
Director at ACHR
Board
About Maria Pinelli
Independent Class II director at Archer Aviation (ACHR), age 62, serving since September 2021; she chairs the Audit Committee and sits on the Compensation Committee . She is designated an “audit committee financial expert” and each committee member is independent under NYSE and SEC rules . Pinelli is CEO of Strategic Growth Advisors (since Dec 2020) and previously held senior global leadership roles at EY; she is a CPA in the UK and Canada . The board reported that all directors attended at least 75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Growth Advisors, LLC | Chief Executive Officer | Dec 2020 – present | Advises growth companies |
| Ernst & Young (EY) | Leader, Consumer Products & Retail (U.S. Southeast) | Jul 2017 – Dec 2020 | Sector leadership |
| EY | Global Vice Chair; Global Strategic Growth Business Leader | Jul 2011 – Jun 2017 | Led global growth unit; >20 IPOs in 4 countries; >25 M&A; testified before U.S. Financial Services Committee |
| EY | Global IPO Leader | Jul 2011 – Jun 2017 | IPO readiness, SOX compliance, market communications |
| EY | Americas Director, Strategic Growth Markets | 2006 – 2011 | Led 5,000+ professionals serving high-growth companies |
External Roles
| Company | Role | Sector | Notes |
|---|---|---|---|
| Globant S.A. | Director | IT services/software | Current public company directorship |
| International Game Technology PLC | Director | Gaming/lottery tech | Current public company directorship |
Board Governance
- Committees: Audit (Chair), Compensation (Member) .
- Audit Committee meetings held in 2024: 5; Compensation Committee meetings: 6; Nominating & Corporate Governance: 4 .
- Independence: 6 of 7 directors are independent; all committee members are independent; Pinelli deemed independent under NYSE/SEC rules .
- Financial expertise: Pinelli designated “audit committee financial expert” .
- Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024; independent directors meet in quarterly executive sessions .
- Overboarding: None of the directors are considered “overboarded” .
Fixed Compensation
| Year | Cash Fees ($) | Policy Detail (for context) |
|---|---|---|
| 2022 | 161,000 | Base retainer $140,000; Audit Chair +$15,000; Compensation Member +$6,000 |
| 2023 | 161,000 | Base $140,000; Audit Chair $15,000; Compensation Member $6,000 |
| 2024 | 161,000 | Base $140,000; Audit Chair $15,000; Compensation Member $6,000 |
Notes: Lead Independent Director receives an additional $30,000 (not applicable to Pinelli). Committee member retainers: Audit $10,000, Compensation $6,000, Nominating & Corporate Governance $4,000; Chairs: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $8,000 .
Performance Compensation
| Year | RSUs Granted (shares) | Stock Awards ($, grant-date fair value) | Vesting Schedule |
|---|---|---|---|
| 2022 | 82,050 | 199,997 | Vests in full on earlier of next annual meeting or one year from grant; director awards are time-based; accelerates upon Corporate Transaction or death/disability |
| 2023 | 59,347 | 200,593 | Same annual grant structure and vesting as above |
| 2024 | 54,644 | 199,997 | Vests in full on earlier of June 21, 2025 or date of the annual meeting |
Director Equity Deferral Plan: Non-employee directors may elect to defer settlement of some or all annual equity grants until termination as a director; plan and forms established in 2022 .
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Current public boards | Globant S.A.; International Game Technology PLC |
| Interlocks/potential conflicts | No disclosed interlocks with Archer customers/suppliers; Compensation Committee disclosed no interlocks or relationships requiring disclosure in 2024 |
Expertise & Qualifications
- International finance and capital markets leadership; led >20 IPOs across four countries and >25 M&A transactions; extensive advising of growth companies .
- CPA in the United Kingdom and Canada .
- Audit oversight experience; designated audit committee financial expert .
- CEO experience at Strategic Growth Advisors .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | 128,041 shares | Mar 31, 2025 | Less than 1% of outstanding; address on file c/o Archer |
| Unvested RSUs held | 54,644 shares | Dec 31, 2024 | Annual director RSUs outstanding at FY-end |
| Hedging/pledging policy | Hedging, shorting, and pledging generally prohibited for directors | Current | Insider Trading Policy prohibits hedging and pledging absent prior approval |
| Director equity deferral | Available per plan | Current | Directors may defer equity settlement under the Director Equity Deferral Plan |
Governance Assessment
- Board effectiveness: Pinelli’s audit chairmanship, audit financial expert designation, and independence reinforce strong oversight of financial reporting, internal controls, and cybersecurity risk, with quarterly CIO updates to the Audit Committee .
- Alignment & incentives: Director pay mix combines fixed cash ($140k base plus committee retainers) with $200k annual RSUs that vest on service and may be deferred, supporting alignment without performance risk for directors .
- Engagement & bandwidth: Attendance met company standard; board notes no overboarding among directors, mitigating capacity risk .
- Conflicts: Compensation Committee reported no interlocks or relationships requiring disclosure; related-party governance around Stellantis is addressed via nomination rights and separate disclosures, with Pilarski waiving director compensation while employed by Stellantis; no Pinelli-specific related-party exposure disclosed .
- RED FLAGS: None disclosed specific to Pinelli; company policies prohibit hedging/pledging and maintain clawbacks for executives (not directors) and robust independence on all committees .
Say‑on‑Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2025 Say‑on‑Pay (Advisory) | For: 185,084,004; Against: 53,955,824; Abstain: 2,052,649; Broker Non‑Votes: 139,565,701 |
| 2024 Say‑on‑Pay (Advisory) | 99.6% of votes cast in favor |
Director Compensation Detail (Policy Reference)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | 140,000 | Applies to all non‑employee directors |
| Audit Chair retainer | 15,000 | In lieu of member fee |
| Compensation member retainer | 6,000 | Member fee (Chair retainer would be $10,000) |
| Annual equity grant (RSUs) | 200,000 value | Time‑based RSUs; annual; vest on earlier of next annual meeting or one year from grant; acceleration on Corporate Transaction, death, disability |
Related Party Transactions and Committee Interlocks
- Compensation Committee (Diaz (Chair), Munoz, Pinelli): No member was an officer/employee; no relationships requiring disclosure; no interlocks with other entities with reciprocal officer/director roles in 2024 .
- Stellantis nomination and transactions are governed by formal agreements; Pilarski (Stellantis executive) waived ACHR director compensation while employed by Stellantis .
Additional Board Context
- Independent directors conduct regular executive sessions; risk oversight of cybersecurity reported quarterly to Audit Committee; comprehensive governance practices noted (one-share-one-vote, independent committees) .
- Board meeting counts in 2024: Board 6, Audit 5, Compensation 6, Nominating & Corporate Governance 4 .
- Communication channels to directors and governance documents available via investor relations site .