Daniel Gibson
About Daniel Gibson
Daniel Gibson is an independent Class III director of Aeva Technologies, appointed May 1, 2025. He is Founder, Chief Investment Officer and Managing Partner of Sylebra Capital Management (founded 2011), and serves on the board of Impinj, Inc., with service on both the Audit and Compensation committees; previously he was a Partner at Coatue following a career in private equity and investment banking. He holds a B.A. in economics from Amherst College. The Board determined he is independent under Nasdaq listing standards; as a non-employee director he will receive the company’s standard director compensation and enter into the standard indemnification agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sylebra Capital Management | Founder, CIO, Managing Partner | Since 2011 (per company description) | Longstanding TMT public markets investor; joint filer on Aeva Schedule 13D/A via Sylebra affiliates |
| Coatue Management | Partner | Prior to Sylebra role (dates not disclosed) | Technology-focused public equity investing |
| Private equity and investment banking | Various roles | Prior to Coatue (not disclosed) | Transactional and investing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impinj, Inc. (NASDAQ: PI) | Director | Current | Audit Committee; Compensation Committee |
| Sylebra Capital Management | Founder, CIO, Managing Partner | Current | Leads TMT investing; Sylebra is a major Aeva shareholder with governance rights (see Interlocks) |
Board Governance
- Classification and independence: Aeva’s board is staggered in three classes; Mr. Gibson was appointed as a Class III director on May 1, 2025 and the Board determined he is independent under Nasdaq listing standards .
- Committee structure: Aeva maintains Audit, Compensation, and Nominating & Corporate Governance Committees comprised of independent directors per Nasdaq rules; independent directors meet in executive session .
- Committee assignments for Gibson: Not disclosed as of his appointment filing; his compensation includes an additional $10,000 retainer for each committee on which he serves, consistent with the Director Compensation Policy .
- Board meeting cadence/attendance context: In 2024 the Board met 9 times; all directors except Dr. Sommer attended at least 75% of aggregate Board and committee meetings. This predates Gibson’s tenure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard non-employee director retainer |
| Committee membership retainer (cash) | $10,000 per committee | Paid for each committee on which the director serves |
- As a newly appointed non-employee director, Gibson will be compensated per this policy and will enter into the company’s standard indemnification agreement .
Performance Compensation
| Instrument | Grant Value | Grant Timing | Vesting/Triggers | Performance Metrics |
|---|---|---|---|---|
| RSUs | $150,000 | In connection with the annual meeting | Vest on first anniversary of grant date (subject to continued service) or upon change of control | None disclosed for directors; time-based only |
- Policy note: Non-U.S. resident directors receive $150,000 cash in lieu of RSUs; otherwise RSUs are time-based (no performance conditions) .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Governance Implication |
|---|---|---|
| Sylebra Capital (affiliates) | ~29.5% beneficial owner of Aeva as of Apr 4, 2025; joint Schedule 13D/A filed Apr 3, 2025 by Sylebra, Sylebra Capital Management Ltd., Daniel Patrick Gibson, and Sylebra Capital LLC; Sylebra has nomination rights for up to two directors based on ownership thresholds | |
| Aeva–Sylebra agreements | Sylebra Stockholders Agreement grants (i) one director nomination right ≥9% ownership and (ii) a second nomination (automotive/industry expert) ≥14%; Board interprets Dr. Sommer’s appointment as satisfying the latter | |
| Aeva–Sylebra financing | 11/8/2023 financing: Sylebra purchased common stock; Facility Agreement for up to $125m of preferred stock with 7% dividend, 120% liquidation preference, pre-funded warrant mechanism, and a Series A Warrant for 3,000,000 shares at $5; facility fees: $2.5m facility, $0.6m origination, $0.3m admin, plus up to $0.4m expenses. Audit Committee approved transactions under Related Person policy |
Signal: Gibson’s appointment was nominated pursuant to Sylebra’s rights; while he is deemed independent under Nasdaq rules, his leadership of a significant stockholder with financing arrangements presents an ongoing related-party and influence consideration for investors .
Expertise & Qualifications
- Financial and investment expertise: Founder/CIO with decades investing in high-growth technology companies; experience spans public markets, private equity, and banking .
- Public company governance: Director at Impinj with Audit and Compensation committee roles—relevant for Aeva’s committee work .
- Sector knowledge: Focus on technology, media, and telecom; aligns with Aeva’s commercialization and semiconductor/auto ecosystems .
Equity Ownership
| Holder/Instrument | Amount | Notes |
|---|---|---|
| Entities affiliated with Sylebra Capital LTD | 16,228,553 shares (29.5% of outstanding) | Based on 54,992,711 shares outstanding as of Apr 4, 2025; 13D/A jointly filed by Sylebra, Sylebra Capital Management Ltd., Daniel Patrick Gibson, and Sylebra Capital LLC |
| Series A Warrant (Sylebra) | 3,000,000 shares at $5 | Exercise limited so Sylebra does not exceed 19.9% beneficial ownership; excluded from 29.5% figure |
| Pledging/Hedging policy | Hedging/pledging prohibited for directors and officers (with disclosed waivers granted solely to CTO Mina Rezk for pledging); no pledging exception disclosed for Gibson | Governance policy baseline for alignment |
Note: The proxy’s beneficial ownership table predates Gibson’s appointment and does not list his personal holdings; however, he is a joint filer for Sylebra’s 13D/A and is Sylebra’s founder/CIO, tying him to the largest shareholder’s stake .
Say-on-Pay & Shareholder Feedback (Context)
| Proposal (2025 Annual Meeting, June 20, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 21,195,938 | 1,381,401 | 151,585 | 10,604,708 |
- Board nominees (Class I) elected (Sommer and Motlagh) and auditor ratified; this meeting occurred shortly after Gibson’s appointment .
Related-Party Transactions & Conflicts
- Sylebra common stock financing and Facility Agreement (preferred stock with dividend, fees, warrants) are related-person transactions approved by the Audit Committee per policy; on 11/6/2023, the Board also consented to allow Sylebra beneficial ownership up to 19.9% notwithstanding certain prior standstill terms to support financing .
- Sylebra nomination rights embed ongoing governance influence; Gibson’s Aeva board seat was nominated under these rights following the resignation of Sylebra designee Christopher Eberle on May 1, 2025 .
Risk Indicators & Red Flags
- RED FLAG — Significant shareholder designee: Gibson leads Sylebra, a ~29.5% holder with board nomination rights and financing arrangements (fees, warrants), concentrating influence and creating potential conflicts on capital structure decisions. Strong recusal and Audit Committee oversight will be critical .
- Related-party financing economics: Facility includes 7% dividend, 120% liquidation preference, multiple fees, and a warrant; investors should monitor fairness reviews and ongoing approvals under the Related Person Transaction Policy .
- Pledging policy exception (context): While not related to Gibson, the Board granted pledging waivers solely to CTO Rezk; underscores need for rigorous enforcement of hedging/pledging prohibitions for directors .
Governance Assessment
- Positives: Independent status under Nasdaq rules; deep capital markets and technology investing expertise; prior Audit/Comp committee experience at Impinj; robust company policies on hedging/pledging and clawbacks; independent committee structures and executive sessions .
- Watch items: Sylebra’s ownership and financing ties create recurring related-party touchpoints; Gibson should be recused from deliberations on Sylebra-linked transactions, and the Audit and Nominating & Governance Committees should document independent reviews to maintain investor confidence .
- Director pay alignment: Cash retainer plus time-based RSUs (no performance conditions) aligns with standard market practice but offers limited pay-for-performance linkage for directors; nonetheless, equity promotes alignment over time .
Overall: Gibson brings relevant financial and sector expertise, but his leadership of Aeva’s largest shareholder and nominee status elevate conflict risk around capital raising and strategic actions. Strong committee oversight, documented recusals, and transparent related-party approvals are key mitigants to preserve board effectiveness and minority shareholder protections .
Appendix: Key Appointment Details
- Appointment: Class III director effective May 1, 2025; Board deemed independent; nominated pursuant to Sylebra stockholder agreement; standard indemnification; director compensation per policy .
- Director Compensation Policy (non-employee): $50,000 cash retainer; $10,000 per committee; $150,000 annual RSU vesting in one year or on change of control (cash in lieu of RSUs for non-U.S. resident directors) .