Hrach Simonian
About Hrach Simonian
Independent Class II director at Aeva Technologies; age 42. On Legacy Aeva’s board since November 2017 and on Aeva’s board since March 2021; currently General Partner at Canaan Partners (joined 2007). Education: B.S. Electrical Engineering (UCLA), M.S. Electrical Engineering (University of Michigan, Ann Arbor), MBA (Stanford Graduate School of Business). Board determined he is independent under Nasdaq rules and he qualifies as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canaan Partners | General Partner | 2007–present | Early-stage investing; extensive experience in investing and developing companies |
| Various private companies | Director | Not disclosed | Numerous private company boards (names not disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed for Mr. Simonian |
| Various private companies | Director | Not disclosed | Serves on numerous private company boards (names not disclosed) |
Board Governance
- Current committee assignments: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (chair and currently sole member; company intends to add an additional member) .
- Independence: Board determined Mr. Simonian is independent under SEC and Nasdaq rules; he meets Nasdaq financial literacy requirements and is designated an “audit committee financial expert” .
- Board structure: Classified board; Mr. Simonian is a Class II director with next election at the 2026 Annual Meeting .
- Attendance and engagement: In 2024 there were 9 Board meetings, 4 Audit, 6 Compensation, and 0 Nominating; each director except Dr. Sommer attended at least 75% of aggregate Board and committee meetings on which they served, implying Mr. Simonian met the 75% threshold. All then-directors attended the 2024 annual meeting except Dr. Sommer. Independent directors meet regularly in executive session .
- Board leadership: Chairperson is separate from CEO; independent directors have not elected a lead director .
Fixed Compensation
Director compensation policy (effective Nov. 11, 2022):
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid in cash |
| Committee membership fee | $10,000 per committee | Paid in cash; no separate chair premium disclosed |
| Annual equity grant (RSUs) | $150,000 | Vests on first anniversary or upon change of control; non-U.S. resident directors receive cash in lieu |
| Expense reimbursement | Reasonable out-of-pocket | As incurred |
Hrach Simonian – 2024 director compensation:
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| 2024 | $80,000 | $149,999 | $229,999 |
RSUs held (as of Dec 31, 2024):
| Director | RSUs Outstanding |
|---|---|
| Hrach Simonian | 57,692 |
Performance Compensation
- Non-employee director compensation does not include performance-based cash or equity metrics; no director-specific performance incentives disclosed .
Other Directorships & Interlocks
| Entity | Relationship | Detail/Implication |
|---|---|---|
| Canaan Partners XI LLC | 6.7% Aeva stockholder | Entities affiliated with Canaan Partners XI LLC beneficially own 3,697,039 shares (6.7%). Mr. Simonian is a General Partner at Canaan; no related-party transactions with Canaan disclosed for 2023–2024. Independence affirmed by Board . |
| Sylebra Capital | Significant stockholder | Sylebra has board nomination rights and financing arrangements with Aeva; Mr. Simonian is not Sylebra’s designee (Mr. Eberle is). Note oversight implications for committee independence generally, not specific to Mr. Simonian . |
Expertise & Qualifications
- Technical and investment credentials: B.S. EE (UCLA), M.S. EE (University of Michigan), MBA (Stanford GSB); extensive experience investing and developing companies .
- Financial oversight: Audit Committee financial expert designation; financial literacy required by Nasdaq .
- Governance: Chairs Nominating & Corporate Governance Committee and serves on Audit and Compensation Committees .
Equity Ownership
Beneficial ownership (as of April 4, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Hrach Simonian | 47,631 | <1% (star indicates less than 1%) |
Ownership notes:
- No pledges disclosed for Mr. Simonian; company policy prohibits hedging and pledging, with waivers granted only to founder/CTO Mina Rezk (not applicable to Mr. Simonian) .
- Insider Trading Policy restricts speculative trading and hedging; applies to directors .
Governance Assessment
-
Strengths
- Independent director with audit committee financial expert designation; serves on key oversight committees (Audit, Compensation) and chairs Nominating & Corporate Governance .
- Meets attendance threshold; participates across committees; director equity grants support alignment with shareholders .
- Clawback policy and anti-hedging/pledging policies in place; robust audit oversight and risk governance framework .
-
Watch items / potential red flags
- Nominating & Corporate Governance Committee currently consists of a single member (Mr. Simonian) with intent to add another; single-member composition reduces diversity of perspectives in board evaluations and succession planning until expanded .
- Significant stockholder dynamics (Sylebra nomination rights and financing transactions) could impact governance balance; while Mr. Simonian is independent, ongoing monitoring of committee independence and related-party reviews is prudent .
- No explicit director stock ownership guidelines disclosed; lack of published targets may limit transparency on board skin-in-the-game expectations .
-
Conflicts and related-party exposure
- Mr. Simonian’s affiliation with Canaan (a 5%+ stockholder via Canaan Partners XI LLC) presents a potential perceived conflict; however, no related-party transactions with Canaan are disclosed for the review period and the Board affirms his independence .
- No loans, family transactions, or payments to entities controlled by Mr. Simonian disclosed .
-
Compensation alignment
- Director pay mix is standard: cash retainer plus RSUs with one-year vesting; no meeting fees or chair premiums disclosed; committee membership fees applied. 2024 actuals align with policy ($80k cash reflecting three committees; $150k RSU grant) .
-
Engagement signals
- Board and committee cadence (9 Board; 4 Audit; 6 Compensation; 0 Nominating in 2024) with 75%+ attendance indicates baseline engagement; increasing Nominating Committee membership would strengthen governance processes .
Overall: Mr. Simonian appears to be an independent, technically and financially qualified director with meaningful committee responsibilities. Key monitoring areas are the completion of Nominating Committee expansion and ongoing oversight of significant stockholder arrangements to ensure sustained board independence and investor confidence .