Soroush Salehian Dardashti
About Soroush Salehian Dardashti
Soroush Salehian Dardashti is Co‑founder, Chief Executive Officer, and a director of Aeva, serving as CEO and board member since December 2016; he is 36 and holds a B.S. in Mechanical Engineering from Stanford University . Under his tenure, Aeva’s 2024 revenue grew 110% year-over-year to $9.1 million, with GAAP operating loss of $158.4 million; company TSR for a $100 initial investment was $12.57 in 2024, $10.02 in 2023, and $17.99 in 2022, reflecting early-stage commercialization dynamics and dilution from financing activities . He and founder CTO/Chairman Mina Rezk retain founder governance rights, including self‑nomination while each holds ≥5% of outstanding common stock and a board policy separating CEO and Chair roles; independent directors meet regularly in executive session and the board held nine meetings in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apple | Manager, Product Development | 2012–2016 | Led teams developing consumer products and sensing systems, foundational to Aeva’s FMCW LiDAR focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships disclosed in AEVA’s proxy biography for Soroush Salehian |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 572,000 | 600,600 |
| Target Bonus (% of Base) | 100% max 150% (per CEO Employment Agreement) | 100% max 150% | 100% max 150% |
| Actual Bonus Paid ($) | 495,000 | 858,000 | 900,900 |
| Stock Awards ($, grant-date fair value) | — | 6,172,060 (PSUs) | — |
| All Other Compensation ($) | 11,300 (meal allowance, 401(k) match) | 11,250 (401(k) match) | 11,500 (401(k) match) |
| Total Compensation ($) | 1,056,300 | 7,613,310 | 1,513,000 |
Performance Compensation
Aeva’s executive incentives include annual cash bonuses and equity (RSUs/PSUs). CEO target annual incentive is 100% of base (max 150%), with Compensation Committee discretion informed by market data from Aon; 2024 bonus paid was $900,900 . In May 2023, the CEO received PSUs with vesting tied to operational and share price appreciation milestones; two operational milestones were achieved in 2024, converting a portion to time‑based vesting .
| Plan/Grant | Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Financial/operational/individual metrics (programmatic) | Not disclosed | Not disclosed | Not disclosed | $900,900 bonus | Annual cash, Committee discretion |
| PSUs (5/4/2023) | Operational milestones | Not disclosed | Not disclosed | Two milestones achieved (2024) | Portion eligible | After milestone achievement, subject to time-based vesting |
| PSUs (5/4/2023) | Share price appreciation milestones | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Upon milestone achievement, then time-based vesting; CoC treatment below |
The maximum performance outcome at grant for 2023 stock awards to the CEO was $7,372,060 (ASC 718), indicating significant at‑risk equity tied to milestone performance .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % of Outstanding | Ownership Breakdown |
|---|---|---|---|
| Apr 4, 2025 | 4,719,560 | 8.6% (out of 54,992,711 shares) | 138,770 direct; 3,764,808 in trust (CEO as trustee); 738,776 awards exercisable within 60 days; 77,206 RSUs settling within 60 days |
| Apr 8, 2024 | 5,331,298 | 10.1% (out of 52,817,303 shares) | Not broken out in 2024 footnotes for CEO; aggregate shown |
| Oct 19, 2023 | 27,866,172 | 12.3% (out of 223,309,007 shares; pre-reverse split) | SEC methodology includes options/RSUs exercisable/vesting within 60 days |
| Outstanding Equity Awards (CEO) at 12/31/2024 | Quantity | Terms | Market Value (12/31/2024 $4.75/share) |
|---|---|---|---|
| Unvested RSUs | 856,617 | Time-based vesting; portion reflects achieved operational milestones on PSUs becoming time-based | $4,068,931 |
| Unearned PSUs | 676,471 | Contingent on operational/price milestones; then time-based | $3,213,237 |
| Options (2/6/2019) | 376,092 (exercisable) | Strike $1.3110; expire 2/6/2029; monthly vesting across 48 installments for options generally | N/A (option intrinsic not disclosed) |
| Options (1/23/2020) | 362,684 (exercisable) | Strike $2.7380; expire 1/23/2030; monthly vesting across 48 installments for options generally | N/A |
- Hedging/pledging: Aeva prohibits hedging/pledging by insiders, with a disclosed waiver only for CTO/Chairman Mina Rezk; no pledge disclosure for the CEO .
- Equity plan capacity: 10.83 million securities outstanding under plans (2.37 million options, 8.46 million RSUs/PSUs) and 6.62 million available as of 12/31/24, with annual share increases in 2025; indicates ongoing equity-based compensation runway .
Employment Terms
| Term | CEO Employment Agreement Provision |
|---|---|
| Employment & Eligibility | At‑will employment; eligible for salary, annual cash bonus, and customary benefits |
| Base & Incentive | Initial base $550,000; target annual incentive 100% of base (max 150%), Committee discretion; Aon market data used |
| Restrictive Covenants | Perpetual confidentiality; non‑compete and non‑solicit apply during employment and for one year post‑termination (subject to termination type for non‑compete) |
| Severance (no CoC) | Lump sum: 12 months base; target bonus; up to 12 months COBRA premiums grossed-up for taxes |
| Severance (within 90 days before to 12 months after CoC) | Lump sum: 12 months base (or pre‑CoC base if higher); target bonus (or pre‑CoC target if higher); accelerated vesting of all stock options and other awards subject solely to time‑based vesting; continued health benefits |
| PSU CoC Treatment | Company may deem unexpired performance periods satisfied; all PSUs that have achieved milestones immediately vest at CoC without time‑based conditions; PSUs not satisfying milestones are forfeited |
| Clawback | SEC/Nasdaq-compliant clawback for incentive comp upon restatement |
Board Governance & Service
- Role: CEO and director; founder nomination rights permit self‑nomination while holding ≥5% of common stock; if Chairman (currently CTO Rezk) leaves, CEO to serve as Chairman per agreement .
- Committees: Compensation Committee comprises independent directors (currently Eberle and Simonian; Eberle as chair); oversees CEO compensation, clawback policy, and consultant retention; Aon engaged as independent advisor .
- Independence: Board policy separates CEO and Chair; independent directors may elect a lead director if Chair is non‑independent; none designated; independent directors meet in executive session regularly .
- Attendance: In 2024, the board met nine times; each director except Dr. Sommer attended ≥75% of meetings/committees served; all directors except Dr. Sommer attended the 2024 annual meeting .
- Say‑on‑Pay: Advisory vote presented; board unanimously recommends “FOR” approval of NEO compensation .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($000s) | 4,192 | 4,312 | 9,065 |
| GAAP Operating Loss ($000s) | (151,955) | (147,788) | (158,372) |
| Net Loss ($000s) | (147,305) | (149,333) | (152,261) |
| TSR (Value of $100 Investment) ($) | 17.99 | 10.02 | 12.57 |
- Commercial milestones: Selected by a Global Top 10 Passenger OEM for a development program with LOI for large‑scale production award; on track with Daimler Truck production program (SOP 2026); expanded collaborations in industrial automation; 2025 outlook revenue $15–18 million (+~70–100% y/y) .
- Equity utilization: RSU activity and unrecognized stock comp ($28.8m; WAVG recognition 2.6 years), consistent with retention/incentive focus during pre‑scale commercialization .
Compensation Structure Analysis
- Mix shift toward cash in 2024: CEO’s 2024 pay lacked new stock awards versus a 2023 PSU grant of $6.17 million; cash salary and bonus rose to $1.50 million total, indicating reduced equity grants amid market conditions and operational focus .
- At‑risk pay remains central: 2023 PSUs tie vesting to operational milestones and share-price appreciation; achievement of two operational milestones in 2024 converted a portion to time‑based vesting, preserving performance alignment while reducing vesting uncertainty .
- Governance safeguards: Independent Compensation Committee; SEC/Nasdaq clawback; explicit anti‑hedging with limited pledging waiver for CTO; COBRA tax gross‑up in severance noted (shareholder-unfriendly element) .
Equity Ownership & Alignment Details
| Alignment Indicator | Status |
|---|---|
| Ownership guidelines | Not disclosed in proxy; CEO maintains significant founder ownership (8.6% as of 4/4/2025) |
| Vested vs unvested | As of 12/31/2024, 856,617 unvested RSUs and 676,471 unearned PSUs for CEO; options fully exercisable tranches from 2019/2020 |
| Pledging/Hedging | Company prohibits; waiver granted only to CTO; no CEO pledging disclosed |
| Potential selling pressure | Time‑based vesting of PSUs post milestone achievement increases scheduled settlements; CoC provisions can accelerate vesting, potentially affecting float/overhang in event-driven scenarios |
Employment & Contracts (Retention Risk)
| Item | Detail |
|---|---|
| Role start date | CEO since 2016; new Employment Agreement dated May 27, 2022 |
| Term/renewal | At‑will; agreement defines compensation eligibility and covenants |
| Non‑compete/Non‑solicit | One year post‑termination (non‑compete subject to termination type); perpetual confidentiality |
| Severance economics | 12 months base + target bonus + health benefits gross‑up; CoC double‑trigger for time‑based awards and PSU single‑trigger vesting with deemed milestones |
| Post‑termination | No consulting arrangements disclosed |
Investment Implications
- Founder alignment with material ownership and performance‑conditioned PSUs supports long‑term value creation; 2024 achievement of operational milestones de‑risks part of equity vesting and may enhance retention, while cash-heavy 2024 mix reduces dilution relative to 2023 .
- Event risk: Change‑of‑control terms include immediate PSU vesting (upon company determination of milestones) and double‑trigger acceleration for time‑based awards, which could concentrate insider liquidity and affect supply post‑transaction; COBRA tax gross‑up is a governance blemish .
- Execution risk remains notable: Despite 110% revenue growth in 2024, sustained operating losses and negative TSR trajectories underscore commercialization risk; however, OEM program awards, Daimler Truck SOP 2026 milestones, and 2025 revenue guide suggest inflection potential if programs convert to production .
- Governance considerations: CEO is not Chairman; Compensation Committee independence and clawback policy are positives; founder nomination rights and Sylebra nomination arrangements require monitoring for independence and related‑party dynamics, though the board maintains separation of duties and regular executive sessions .