Stephen Zadesky
About Stephen Zadesky
Independent Class II director at Aeva Technologies, Inc., serving since November 2022; age 53 in 2025 . Mechanical engineering degrees: BSME (UC Berkeley) and MSME (Stanford) . Background spans product design leadership at Apple (1999–2019) and earlier roles at Ford Motor Company . Currently advises companies in transportation, robotics, and clean technology sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Vice President, Product Design for iPhone and iPod engineering | Mar 1999 – Apr 2019 | Led product design engineering; deep hardware/systems expertise |
| Ford Motor Company | Various positions | ~3 years prior to Apple | Automotive engineering/operations exposure |
| Aeva (pre-directorship) | Member, Board of Advisors; equity award | Prior to Nov 2022 (100,000 RSUs pre-split; 20,000 RSUs post-split) | Early advisory alignment via RSUs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various (not named) | Advisor to companies in transportation, robotics, clean tech | Current (as of 2024–2025) | No specific public-company directorships disclosed |
Board Governance
- Board class and term: Class II; next election at the 2026 Annual Meeting .
- Independence: Board determined Zadesky qualifies as an independent director under SEC/Nasdaq rules .
- Committee assignments: Not listed among current members of Audit (Motlagh, Simonian, Sommer), Compensation (Eberle, Simonian), or Nominating & Corporate Governance (Simonian) in 2025—indicates no committee membership .
- Attendance and engagement: In 2024 the Board held 9 meetings; each director except Dr. Sommer attended ≥75% of aggregate Board and committee meetings during their service. All then-directors attended the 2024 annual meeting except Dr. Sommer—indicates Zadesky met attendance expectations and attended the annual meeting .
- Governance practices: Independent directors meet regularly in executive session ; clawback policy adopted and insider trading policy prohibits hedging/pledging (with disclosed waiver for CTO Mina Rezk) .
Fixed Compensation
Director Compensation Policy (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid in cash |
| Committee membership fee | $10,000 per committee | Additional cash per committee |
| Annual equity grant | $150,000 RSUs | Grants in connection with annual meeting; vest on 1-year anniversary or upon change of control |
Stephen Zadesky – Director Compensation by Year:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | $6,800 | $150,000 | $156,800 |
| 2023 | $50,000 | $150,000 | $200,000 |
| 2024 | $50,000 | $149,999 | $199,999 |
Notes:
- Zadesky’s cash fees equal the base retainer, with no committee fees in 2023–2024 (consistent with no committee membership) .
- Non-U.S. resident exception in policy (cash in lieu of RSUs) is not applicable based on disclosed awards .
Performance Compensation
- Director equity grants are time-based RSUs; proxies do not disclose performance metrics for director equity (no TSR/revenue/ESG targets at the director level) .
RSU Award Details (Director):
| Item | 2024 Value |
|---|---|
| RSUs outstanding (as of Dec 31, 2024) | 57,692 units |
| Annual grant fair value | $149,999 |
| Vesting | First anniversary of grant or upon change of control |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | Proxy biography lists advisory roles; no current public-company boards for Zadesky disclosed |
Contextual board interlocks (not attributable to Zadesky):
- Sylebra nomination rights: Sylebra can nominate directors (Eberle designated; additional automotive expert director—Sommer—met criteria). Sylebra beneficially owned ~29.5% as of Apr 4, 2025 .
- Founder nomination rights: Founders Rezk and Dardashti retain nomination rights and chair designation per 2021 Stockholders Agreement .
Expertise & Qualifications
- Education: BSME (UC Berkeley) and MSME (Stanford) .
- Technical depth: Two decades in consumer hardware/product design at Apple; prior automotive engineering at Ford .
- Sector experience: Transportation, robotics, clean technology advisory work .
- Board contribution: Technology/transport proficiency cited by Board in qualification rationale .
Equity Ownership
Beneficial ownership (rounded as disclosed):
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Oct 19, 2023 | 99,709 | <1% |
| Apr 8, 2024 | 11,221 | <1% |
| Apr 4, 2025 | 26,072 | <1% |
Additional equity detail:
- 2024 RSUs held (unvested at year-end): 57,692 .
- No pledging/hedging disclosed for Zadesky; company policy prohibits hedging/pledging with a noted waiver granted solely to CTO Mina Rezk .
Governance Assessment
- Independence and attendance: Independent status confirmed in 2025 and ≥75% attendance in 2024; present at annual meeting—supports investor confidence in engagement .
- Committee roles: Not listed on key committees (Audit, Compensation, Nominating) in 2024–2025, limiting direct oversight influence compared to committee-active directors .
- Ownership alignment: Beneficial ownership is <1%; annual RSU grants provide some alignment, but skin-in-the-game is modest relative to founders and Sylebra .
- Board structure and influences: Staggered board may reduce accountability to shareholders; founder nomination rights and Sylebra designation rights increase concentrated influence—risk to perceived board independence, though Zadesky himself is not party to these rights .
- Policies and controls: Executive clawback policy and anti-hedging/pledging policy strengthen governance; exception for CTO pledging is a red flag, but not linked to Zadesky .
- Shareholder feedback: Say-on-Pay passed in 2025 (21.2M For vs. 1.38M Against)—neutral-to-positive signal on compensation governance .
RED FLAGS
- Staggered board structure (entrenchment risk) .
- Significant shareholder (Sylebra) with board nomination rights and ~29.5% ownership; potential influence concentration .
- Insider trading policy waiver granted to CTO for pledging (policy exception) .
- Litigation: Wallace v. Salehian et al. re Proposal 4 (security issuances) in 2023—governance controversy context .
Director Compensation Mix – Year-over-Year
| Year | Cash ($) | Equity ($) | Mix Commentary |
|---|---|---|---|
| 2022 | $6,800 | $150,000 | Predominantly equity; initial year lower cash (partial-year service) |
| 2023 | $50,000 | $150,000 | Standard mix: $50k cash retainer + annual $150k RSU; no committee fees |
| 2024 | $50,000 | $149,999 | Consistent with policy; RSUs time-based, vest in 1 year |
Say-on-Pay & Shareholder Voting (Context)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2025 Say-on-Pay | 21,195,938 | 1,381,401 | 151,585 | 10,604,708 |
Related Party Transactions (Context, not attributed to Zadesky)
- Sylebra financing transactions (Subscription Agreement; Facility Agreement with preferred stock, warrants, fees; registration rights) approved by Audit Committee; increases Sylebra influence and potential dilution on conversion/exercise .
- Founders’ nomination rights and chair designation under 2021 Stockholders Agreement .
Equity Ownership Guidelines and Policies
- Anti-hedging/pledging policy in place; waivers granted solely to CTO for relocation/credit needs; no waivers disclosed for Zadesky .
- Indemnification agreements in place for directors (standard governance protection) .
Summary Implications for Investors
- Zadesky brings strong product/automotive engineering expertise and maintains independence and solid attendance, but lacks committee leverage. Ownership alignment is moderate via RSUs and minimal shareholding. Broader board risk dynamics (staggered board, founder/Sylebra rights, CTO pledging waiver, past litigation) are governance considerations at the board level rather than personal red flags for Zadesky .