Mina Rezk
About Mina Rezk
President, Chief Technology Officer, and Chairman of Aeva; co‑founded the company in December 2016 after roles at Apple (Sensing Engineering Manager, Special Projects Group) and Nikon Metrology; age 40; holds B.S. and M.S. in Electrical Engineering (George Mason University) . Equity value alignment is significant: 18.6% beneficial ownership as of April 4, 2025, including pledged shares via EAD Group, LLC, with insider trading policy waivers granted to permit pledging—an important risk flag for potential forced‑sale pressure . Pay-versus-performance shows negative net income and challenged TSR over the last three fiscal years (Net Income: 2022: $(147)M; 2023: $(149)M; 2024: $(152)M; Company TSR index: 17.99 → 10.02 → 12.57), framing execution and value-creation context for incentive outcomes . The Board separates CEO and Chair roles; however, there is currently no Lead Independent Director while independent directors meet in executive session regularly .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aeva Technologies, Inc. | Co‑Founder; President & CTO; Director; Chairman (since 2021) | 2016–present | Technical/manufacturing leadership for FMCW 4D LiDAR; Board Chair enhances strategic oversight while raising dual‑role independence considerations . |
| Apple Inc. | Sensing Engineering Manager – Special Projects Group | 2015–2016 | Led sensing systems R&D relevant to perception tech that underpins Aeva’s proposition . |
| Nikon Metrology | Various roles incl. Hardware Development Manager | 2004–2015 | 17+ years in sensor fusion systems for automotive/aerospace; core domain expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships listed in Rezk’s biography in the 2025 proxy . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 572,000 | 600,600 | CTO agreement provides initial base of $550,000 (May 27, 2022); reflects subsequent adjustments . |
| Target Annual Bonus (% of base) | 100% | 100% | Maximum opportunity 150% of base under CTO agreement . |
| Actual Annual Bonus ($) | 858,000 | 900,900 | 2024 payout equals 150% of base (max), per agreement terms . |
| Other Compensation ($) | 379,542 | 371,500 | 2024 includes $11,500 401(k) match and $360,000 relocation stipend under CTO Agreement . |
Performance Compensation
Annual Cash Incentive (structure and 2024 outcome)
| Element | Metric/Structure | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Annual Bonus | Company/individual performance; specific metrics not itemized in proxy | 100% of base salary | $900,900 paid for 2024, equaling 150% of base (max) | Committee uses financial, operational, and individual metrics; detailed weights/targets not disclosed . |
Equity – PSUs (granted May 4, 2023)
| Grant Date | Type | Unvested/Subject to TBV (#) | Unearned PSUs (#) | Performance Conditions | 2024 Status | Change‑in‑Control (CIC) Treatment |
|---|---|---|---|---|---|---|
| 5/4/2023 | Performance RSUs | 571,076 | 450,982 | Mix of operational and share‑price milestones; upon achievement, time‑based vesting applies . | Two operational milestones achieved in 2024; portion now time‑based . | Company may deem unexpired milestones satisfied; all achieved milestone PSUs vest at CIC; others forfeit; standard double‑trigger acceleration on time‑based awards . |
Notes: Maximum performance outcomes used for accounting at grant: $4,914,706 for Rezk (disclosure for 2023 grants) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,214,207 shares; 18.6% of outstanding as of April 4, 2025 . |
| Ownership breakdown | 92,514 shares directly; 5,129,369 via a trust (trustee Rezk); 3,560,000 via EAD Group, LLC (sole member Rezk); 1,373,553 shares underlying awards exercisable within 60 days; 51,471 RSUs expected to settle within 60 days . |
| Pledging | All shares held by EAD Group, LLC have been pledged; Board granted policy waivers to Rezk to allow pledging in connection with relocation and lender collateral needs . |
| Options outstanding (12/31/2024) | 699,240 exercisable @ $1.311 (exp. 2/6/2029); 674,313 exercisable and 14,048 unexercisable @ $2.738 (exp. 1/23/2030) . |
| Reference stock price | $4.75 closing price on 12/31/2024 used for award valuations . |
| RSUs/PSUs outstanding (12/31/2024) | 571,076 shares unvested (now time‑based on milestone achievement); 450,982 unearned PSUs pending additional milestones . |
| Hedging/pledging policy | Hedging and pledging prohibited; waivers granted specifically to Rezk to pledge shares; Board cites avoidance of forced sales as rationale . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At‑will under CTO Employment Agreement (effective May 27, 2022) . |
| Base/bonus | Initial base $550,000; target bonus 100% of base, max 150% . |
| Relocation benefits | One‑time $130,000 moving expense plus $30,000 monthly stipend for 36 months upon relocation within 60 miles of HQ (e.g., $360,000 reflected in 2024) . |
| Restrictive covenants | Confidentiality (perpetual), non‑compete and non‑solicit during employment and 1 year post‑termination (non‑compete subject to termination type) . |
| Severance (no CIC window) | Lump‑sum 12 months base salary plus target bonus; up to 12 months COBRA premiums grossed‑up for taxes (subject to separation agreement) . |
| Severance (within CIC window) | Lump‑sum 12 months base salary (or higher if pre‑CIC); target bonus (or higher if pre‑CIC); acceleration of time‑based equity; continued health benefits . |
| CIC PSU treatment | Company may deem unexpired milestones satisfied; achieved‑milestone PSUs vest at CIC; unmet milestones forfeit . |
| Clawback | SEC/Nasdaq‑compliant clawback for erroneously awarded incentive compensation upon restatement . |
Board Governance
- Roles: Chairman of the Board (since 2021) and President & CTO; Board is classified into three classes; Rezk is a Class III director, next up in 2027 .
- Independence: Board determined Eberle, Zadesky, Simonian, Sommer, Motlagh are independent; Rezk is an executive director (not listed as independent) .
- Leadership/controls: Policy favors separate CEO and Chair; no Lead Independent Director currently; independent directors meet in executive session .
- Attendance: In 2024, nine Board meetings; all directors except Dr. Sommer attended ≥75% of their meetings (implies Rezk met ≥75%) .
- Committee memberships: Audit (Motlagh—Chair, Simonian, Sommer); Compensation (Eberle—Chair, Simonian); Nominating (Simonian—Chair) .
- Nomination rights: 2021 Stockholders Agreement allows Rezk to nominate himself while holding ≥5% and to serve as Chairman; also provides founder rights to appoint an Audit Committee Qualified Director (subject to Board approval) .
Director Compensation (context)
- Only non‑employee directors receive director retainers/RSUs (cash $50,000; committee $10,000 each; $150,000 annual RSU or cash if non‑U.S.); Rezk, as an employee director, is compensated via executive pay, not director fees .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($M) | (147) | (149) | (152) |
| Company TSR index (Dec 31, 2021 = $100) | 17.99 | 10.02 | 12.57 |
| Compensation Actually Paid – Non‑PEO NEO average ($) | (5,522,762) | 2,853,083 | 3,657,244 |
Notes: Non‑PEO NEOs are Mina Rezk and Saurabh Sinha for each year shown .
Compensation Structure Analysis
- Mix shift toward cash in 2024: no new 2024 equity award grants to Rezk, while cash bonus was paid at the maximum (150% of base), and substantial relocation benefits were paid under the CTO agreement .
- Equity risk orientation remains via 2023 PSUs (operational and share‑price hurdles), with two operational milestones achieved in 2024, moving a portion to time‑based vesting—alignment contingent on share‑price goals for the remaining portion .
- Double‑trigger CIC protection for time‑based equity and enhanced PSU vesting mechanics can create sizable payouts upon a transaction (potential windfall if milestones deemed satisfied), emphasizing deal‑related incentive alignment and investor dilution risk management considerations .
Related Party & Financing Considerations (governance red flags)
- Significant shareholder Sylebra financing arrangements include a Standby Equity Purchase Facility and warrants; Company will consider the impact of any advances on “outstanding executive pledge arrangements” (explicit acknowledgment of pledge‑related risk) .
- Rezk’s pledged shares (EAD Group, LLC) and approved policy waivers present potential margin call/forced‑sale risk that could pressure trading dynamics and governance perceptions .
Equity Award Detail (selected)
| Award | Quantity | Exercise/Price | Expiration | Vesting |
|---|---|---|---|---|
| Stock Option (2/6/2019) | 699,240 (exercisable) | $1.311 | 2/6/2029 | 48 monthly installments; standard CIC acceleration on time‑based awards . |
| Stock Option (1/23/2020) | 674,313 exercisable; 14,048 unexercisable | $2.738 | 1/23/2030 | 48 monthly installments; standard CIC acceleration on time‑based awards . |
| PSUs (5/4/2023) | 571,076 unvested (TBV after milestones); 450,982 unearned | n/a | n/a | Operational and share‑price milestones; two operational milestones achieved in 2024 ; CIC milestone deeming/vesting per agreement . |
Reference share price for market value disclosure: $4.75 at 12/31/2024 .
Employment Contracts, Severance, and Change‑of‑Control Economics
- Base/bonus: Base initially $550,000; target bonus 100% (max 150%); 2024 bonus paid at max .
- Severance (no CIC): 12 months base + target bonus + up to 12 months COBRA (tax gross‑up) .
- Severance (CIC window): 12 months base (or higher), target bonus (or higher), time‑based equity acceleration, continued benefits; PSUs may be deemed to meet milestones at CIC with immediate vest; unmet PSUs forfeit .
- Restrictive covenants: Non‑compete and non‑solicit for 1 year post‑termination; perpetual confidentiality .
Investment Implications
- Alignment vs. liquidity risk: Very high ownership (18.6%) aligns incentives, but pledging waivers and a material pledged block (EAD Group, LLC) introduce non‑trivial forced‑sale/margin risk during drawdowns or financing events—explicitly recognized in facility documentation—potentially impacting stock volatility and governance optics .
- Pay for performance calibration: 2024 cash bonus at the maximum alongside continuing operating losses and a low TSR index underscores the importance of transparent annual incentive metrics; PSU design balances operational execution (two milestones achieved) with longer‑dated share‑price hurdles, but CIC deeming can concentrate value realization in transaction scenarios .
- Retention and relocation economics: Long‑dated relocation stipend ($30k/month for 36 months) and robust severance/CIC protections reduce near‑term retention risk but raise fixed‑cash optics if growth lags, suggesting scrutiny on KPI setting and bonus calibration in 2025+ cycles .
- Governance structure: Founder‑chair with no Lead Independent Director and founder nomination rights can entrench leadership; nonetheless, independent committees and regular executive sessions provide counterbalances; investors should watch committee composition, say‑on‑pay outcomes, and any evolution toward lead independent oversight .
- Trading signals: Monitor Form 4 activity against PSU milestone windows and RSU/option vesting dates; pledged‑share dynamics and facility advances may create episodic supply; milestone achievements could be catalysts if accompanied by customer or revenue milestones tied to the operational KPIs referenced in the PSU framework .