Saurabh Sinha
About Saurabh Sinha
Saurabh Sinha, 47, is Aeva’s Chief Financial Officer, serving since September 2020. He previously was Chief Accounting Officer at JUUL Labs (2018–2020) and interim CFO (Jan–May 2020), and held finance leadership roles at InvenSense (2014–2018). He holds a Bachelor of Commerce from the University of Delhi and an MBA from The Wharton School. Company performance during his tenure shows weak TSR outcomes and persistent negative net income: the value of a $100 investment in Aeva was $17.99 (2022), $10.02 (2023), and $12.57 (2024), while net income was $(147)M, $(149)M, and $(152)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JUUL Labs | Chief Accounting Officer; Interim CFO | CAO: Jul 2018–Aug 2020; Interim CFO: Jan–May 2020 | Not disclosed in proxy |
| InvenSense Inc. | Finance leadership roles | Mar 2014–Jun 2018 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Sinha |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 468,000 | 491,400 |
| Target Annual Bonus (% of base) | 65% | 65% |
| Actual Bonus Paid ($) | 702,000 | 624,078 |
| All Other Compensation ($) | 6,750 (401k match) | 9,160 (401k match) |
| Total Compensation ($) | 2,608,750 | 2,754,638 |
Notes:
- CFO Employment Agreement (May 27, 2022) sets initial annual base salary at $450,000 and target annual incentive at 65% of base .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Financial, operational, and individual metrics | Not disclosed | Not disclosed | Not disclosed | Discretionary by Board/Comp Committee | N/A |
| Equity – RSUs (1/4/2023 grant, 100,000) | Time-based | N/A | N/A | N/A | N/A | 12.5% vested 7/1/2023; remaining in seven equal semi-annual installments thereafter |
| Equity – RSUs (5/4/2023 grant, 50,000) | Time-based | N/A | N/A | N/A | N/A | 25% vested 5/4/2024; remaining 75% in six equal semi-annual installments thereafter |
| Equity – RSUs (8/1/2024 grant, 437,500) | Time-based | N/A | N/A | N/A | N/A | Over 4 years in equal installments every six months, starting 3/1/2024 |
| Stock Options (5/26/2022) | N/A | N/A | N/A | N/A | N/A | 48 equal monthly installments from grant date; acceleration upon qualifying CoC termination |
Program features:
- Compensation Committee used market data from Aon in determining incentive compensation for 2024 .
- Company maintains a clawback policy requiring repayment of certain incentive compensation upon a restatement if overpaid relative to restated figures .
- Insider Trading Policy prohibits speculative trading, hedging, and pledging; waiver granted only to founder/CTO (Mr. Rezk) for pledging; no waiver disclosed for Sinha .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/4/2025) | 339,037 shares; percentage shown as “*” in proxy (based on 54,992,711 shares outstanding) |
| Options Outstanding (5/26/2022 grant) | 107,194 exercisable; 39,806 unexercisable; Exercise price $14.60; Expiration 5/26/2032; monthly vesting over 48 installments; CoC acceleration for time-based awards upon qualifying termination |
| RSUs Unvested and Market Value (12/31/2024 FMV $4.75) | 437,500 RSUs ($2,078,125), 50,000 RSUs ($237,500), 100,000 RSUs ($475,000), 4,320 RSUs ($20,520) |
| Legacy RSU tied to de-SPAC (2016 Plan) | Became eligible to vest only if business combination completed; tranches vest 25% then six semi-annual installments; full vest on termination without cause or for good reason within 12 months following a change in control |
| Hedging/Pledging | Company prohibits hedging/pledging; waivers granted only to Mr. Rezk; none disclosed for Sinha |
| Ownership Guidelines | Not disclosed for executive officers |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | CFO Employment Agreement dated May 27, 2022; at-will employment |
| Base Salary | Initial $450,000; eligible for annual cash bonus; customary benefits |
| Target Bonus | 65% of base salary; actual determined at Board/Comp Committee discretion |
| Severance (non-CoC) | 9 months of then-current base salary; lump-sum payment of target bonus for current year; Company-paid COBRA or equivalent monthly payments grossed-up for taxes up to 12 months |
| Severance (CoC window: 90 days before to 12 months after) | 12 months base salary (or pre-CoC base if higher); lump-sum payment of target bonus (or pre-CoC target if higher); accelerated vesting of all time-based stock options and stock-based awards; continued health benefits as above |
| Equity Acceleration | Time-based awards accelerate upon qualifying CoC termination; PSUs for CEO/CTO have special CoC milestone deeming; CFO holds RSUs/time-based awards as described |
| Restrictive Covenants | Non-compete and non-solicitation apply during employment and for one year post-termination; perpetual confidentiality; assignment of inventions agreement |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $17.99 | $10.02 | $12.57 |
| Net Income ($ Millions) | (147) | (149) | (152) |
Observations:
- Compensation Actually Paid to the PEO and average Non-PEO NEOs (including Sinha) fluctuated with equity valuations, while TSR remained deeply negative in 2022–2024 and net losses persisted .
Compensation Structure Analysis
- Cash vs equity mix: Sinha’s 2024 pay includes salary ($491k), cash bonus ($624k), and RSUs ($1.63M grant-date fair value), indicating a significant equity component but largely time-based rather than performance-based equity .
- Performance linkage: Annual bonus determined by financial, operational and individual metrics; specific metric weights and targets are not disclosed .
- Risk/retention dynamics: RSU schedules vest semi-annually over multi-year periods, supporting retention; options vest monthly. CoC terms include single-trigger acceleration for time-based awards upon qualifying termination in the CoC window, plus health benefit gross-ups for COBRA payments (tax gross-up) .
- Clawback policy: Compliant with SEC/Nasdaq; applies to overpaid incentive compensation after restatements .
- Hedging/pledging: Prohibited; no pledging waiver disclosed for Sinha (waiver granted only to founder/CTO) .
Say-on-Pay & Shareholder Feedback
- Not specifically disclosed for 2024/2025 in the provided proxy excerpts; no say-on-pay percentages presented for analysis .
Compensation Peer Group
- Committee relied on market data from Aon; detailed peer group composition and target percentile were not disclosed in the cited sections .
Equity Awards Detail (CFO)
| Grant Date | Type | Shares/Units | Fair Value/Exercise | Vesting | Value at 12/31/2024 |
|---|---|---|---|---|---|
| 5/26/2022 | Stock Options | 107,194 exercisable; 39,806 unexercisable | $14.60 exercise; exp. 5/26/2032 | Monthly over 48 installments; CoC acceleration of time-based awards | N/A |
| 1/4/2023 | RSUs | 100,000 | FMV basis in ASC 718 | 12.5% on 7/1/2023; remaining in seven equal semi-annual installments | $475,000 |
| 5/4/2023 | RSUs | 50,000 | FMV basis in ASC 718 | 25% on 5/4/2024; remaining 75% in six equal semi-annual installments | $237,500 |
| 8/1/2024 | RSUs | 437,500 | FMV basis in ASC 718 | Equal installments every six months over four years starting 3/1/2024 | $2,078,125 |
| 11/18/2020 | RSUs (de-SPAC contingent) | 4,320 | FMV basis in ASC 718 | Contingent on business combination; tranches vest 25% then six semi-annual; full vest upon certain CoC terminations | $20,520 |
Risk Indicators & Red Flags
- Persistent net losses and negative TSR over 2022–2024 .
- COBRA premium payments are grossed-up for taxes in severance (tax gross-up) .
- No evidence of hedging or pledging waivers for Sinha; company policy prohibits these practices .
- No disclosed repricing of options for Sinha; options remain at $14.60 strike .
Employment & Contracts Summary
- At-will employment with CFO agreement dated May 27, 2022; non-compete/non-solicit for one year post-termination; perpetual confidentiality .
- Severance economics: 9 months base salary + target bonus + COBRA tax-grossed benefits (non-CoC); 12 months base + target bonus + accelerated vesting of time-based awards + continued health benefits in CoC window .
Investment Implications
- Alignment: Sinha’s equity is predominantly time-based RSUs and standard options with monthly vesting; the absence of CFO-specific performance equity suggests retention orientation over strict performance linkage, while annual bonus is tied to undisclosed financial/operational/individual metrics .
- Selling pressure: Semi-annual RSU vesting across 2023/2024 grants and ongoing monthly option vesting could contribute to periodic supply; hedging/pledging prohibitions reduce leverage-related sell pressure risk (no waiver for Sinha) .
- Change-of-control economics: Single-trigger acceleration of time-based awards upon qualifying termination in CoC window and tax gross-up on COBRA benefits may be viewed as shareholder-unfriendly, but provide retention and certainty in M&A scenarios .
- Execution risk: Pay-versus-performance data show negative TSR and widening net losses through 2024, implying challenging fundamentals; investors should monitor whether bonus metrics and future equity structures pivot toward more explicit performance criteria for finance leadership alignment .