Stefan Sommer
About Stefan Sommer
Dr. Stefan Sommer, 62, has been an independent director of Aeva since November 2023. He is a mechanical engineer with an Engineering Doctorate from Ruhr University Bochum, and brings CEO- and board-level leadership from ZF AG and Volkswagen AG, plus supervisory roles at major European automotive suppliers. At Aeva, he serves on the Audit Committee and is designated by the Board as an “audit committee financial expert.” His 2024 aggregate attendance fell below the company’s 75% expectation, and he did not attend the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITT Teves | Development Engineer | Early career (not dated) | Engineering leadership track |
| Continental Automotive Systems | Director, Electronics & Sensor Development; other roles in Continental Group | From 1997 (subsequent roles not dated) | Sensors/electronics domain expertise |
| ZF Sachs AG | Board of Management, Chassis Systems Division | 2008 | Chassis systems leadership |
| ZF AG | Board of Management, Materials Management | 2010 | Global procurement/supply chain leadership |
| ZF AG | Chief Executive Officer | 2012 – Dec 2017 | CEO of global Tier-1 supplier |
| Volkswagen AG | Board of Management, Components & Procurement | Sept 2018 – June 2020 | OEM-level components and procurement leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knorr-Bremse AG | Member, Supervisory Board | Since 2021 | Global safety tech for automotive/rail; committee roles not disclosed |
| JOST Werke SE | Chair, Board of Directors | Since 2022 | Global commercial vehicle systems; committee roles not disclosed |
Board Governance
- Board structure: Classified board (three classes); Sommer is Class I, standing for election in 2025 for a term through 2028.
- Independence: Board determined Sommer is independent under SEC and Nasdaq rules.
- Committees: Member, Audit Committee (with Motlagh as Chair, Simonian as member). The Board determined he meets Nasdaq financial literacy requirements and qualifies as an “audit committee financial expert.” He is not listed on Compensation or Nominating & Governance in 2024.
- Meeting cadence and attendance: 2024—Board (9 meetings), Audit (4), Compensation (6), Nominating (0). Sommer did not meet the 75% aggregate attendance threshold and did not attend the 2024 annual meeting.
Fixed Compensation
| Year | Fees Earned or Cash Paid ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 210,000 | — | 210,000 |
| 2023 | 26,000 | — | 26,000 |
- Director compensation policy (effective Nov 11, 2022): $50,000 annual cash retainer; $10,000 per committee; $150,000 annual RSU grant vesting on first anniversary or upon change of control. Non-U.S. resident directors receive $150,000 in cash in lieu of RSUs.
- Observations: Sommer’s 2024 comp was 100% cash ($210,000), consistent with policy cash-in-lieu of RSUs plus Board and committee retainers.
Performance Compensation
| Component | Structure | Metrics/Targets |
|---|---|---|
| Director equity (policy) | Annual RSU grant vesting time-based on 1-year schedule; cash-in-lieu for non-U.S. residents | No performance metrics disclosed for directors; RSUs are time-based only |
Other Directorships & Interlocks
- Current public boards: Knorr-Bremse AG (Supervisory Board member since 2021); JOST Werke SE (Chair of Board of Directors since 2022).
- Shareholder nomination rights context: Under the Sylebra Stockholders Agreement, Sylebra may nominate an additional director if it holds ≥14% on an as-converted basis; the company states Sommer’s appointment fulfilled the “automotive executive or relevant industry expert” seat under this right (Sommer remains Board-designated independent).
Expertise & Qualifications
- Former CEO of ZF AG; prior VW Board member overseeing Components & Procurement; deep Tier-1 and OEM leadership across supply chain, components, and advanced sensing/electronics.
- Mechanical Engineering doctorate (Ruhr University Bochum).
- Audit Committee financial expert designation at Aeva.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Stefan Sommer | — | —% | As of April 4, 2025; no options/RSUs vesting within 60 days disclosed for Sommer |
- Hedging/pledging policies: Company prohibits hedging and pledging; a specific pledge waiver was granted to CTO/founder Mina Rezk; no waivers disclosed for Sommer.
- Ownership alignment: Zero reported beneficial ownership as of April 4, 2025; Aeva does not disclose director stock ownership guidelines in the proxy.
Governance Assessment
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Strengths:
- Deep automotive operating and procurement expertise; former CEO (ZF) and VW Board member—strategic credibility for OEM/Tier-1 commercialization.
- Serves on Audit Committee and is designated as an audit committee financial expert—enhances financial oversight.
- Board-designated independent under Nasdaq/SEC rules.
-
Concerns/RED FLAGS:
- Attendance shortfall: Did not meet 75% aggregate attendance in 2024 and missed the 2024 annual meeting—potential engagement risk.
- Ownership alignment: Reports no beneficial ownership; 2024 director compensation was 100% cash (no equity exposure)—lower “skin-in-the-game” signal.
- Shareholder influence optics: Appointment fulfilled Sylebra’s right to add an automotive expert, which can be perceived as increased influence by a major shareholder, although Sommer is classified as independent.
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Implications for investors:
- Sommer’s industry credentials and audit expertise support board effectiveness in commercialization and financial oversight.
- The attendance shortfall and lack of disclosed share ownership merit monitoring as indicators of engagement and alignment going forward.