Matthias Aydt
About Matthias Aydt
Global CEO of Faraday Future AI Electric Vehicle Inc. since September 29, 2023; age 67; at FF for ~8 years across product, engineering, and business roles, with prior leadership at Qoros Auto and Magna Steyr; education: Bachelor of Science from Fachhochschule Ulm — Hochschule für Technik . Public materials highlight >40 years of automotive experience including work with Porsche, Magna, and Qoros, and patents >15; FF notes his strategic and technical credentials and long-standing commitment to the company . As an emerging growth company, FF does not provide say-on-pay votes and does not disclose TSR, revenue or EBITDA growth in compensation discussions; therefore, performance metric outcomes at the company level are not disclosed in proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Faraday Future (FF) | Global Chief Executive Officer | Sep 2023–present | Leads global operations and strategy; board member |
| Faraday Future (FF) | Head of Product Execution | Dec 2022–Sep 2023 | Drove product delivery and readiness |
| Faraday Future (FF) | Head of Product Definition & Mobility Ecosystems; Head of Business Development | Nov 2019–Dec 2022 | Defined product strategy and ecosystem; advanced partnerships |
| Faraday Future (FF) | Vehicle Line Executive & Vehicle Engineering | Jul 2016–Nov 2019 | Led engineering and vehicle line execution |
| Faraday Future (FF) | Probation as executive officer | Apr 2022–Sep 2022 | Six-month probation noted; no further details |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qoros Auto | Vice President of Vehicle Engineering | Jan 2015–May 2016 | Led vehicle engineering at China-based OEM |
| Magna Steyr | Branch Manager; Head of Project Management (China) | 2006–2014 | Managed China operations and cross-functional projects |
| Porsche (industry experience reference) | Various (not detailed) | Not disclosed | Part of 40-year experience profile cited by FF |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 348,250 | 100,000 (discretionary target) | 5,000 |
| 2024 | 266,667 | 700,000 (discretionary target, approved Sep 4, 2024) | 250,000 |
Notes:
- Compensation reset Sept 4, 2024: annual base salary approved at $700,000 and annual discretionary target bonus at $700,000; interim pay structure required major portions of salary to be used to purchase Class A common stock until full restoration of employee salaries company-wide .
Performance Compensation
| Award Type | Grant/Plan Terms | Metrics | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs (late 2024 grant) | 35,740 RSUs granted; fully vested Dec 3, 2024 | Time-based | N/A | 100% vested Dec 3, 2024 | Vested on Dec 3, 2024 |
| Annual RSUs (approved Sep 4, 2024) | Annual grant with grant date fair value $2.1M; to be granted upon share availability | Time-based | N/A | Not disclosed | 25% per year over 4 years from Sep 4, 2024 |
| Annual PSUs (approved Sep 4, 2024) | Annual target grant date fair value $2.1M; to be granted upon share availability | Board-approved performance metrics per 2021 Plan (e.g., EBITDA, TSR, revenue, margins) | Targets to be approved; not disclosed | Not disclosed | 20% per year over 5 years from achievement date(s) |
Plan mechanics and clawbacks:
- The 2021 Stock Incentive Plan permits performance measures including total shareholder return, EBITDA, revenues, margins, operating income, cash flow, market share, and strategic objectives; awards may be adjusted for specified items and include clawbacks as required by law .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Class | Options (exercisable/within 60 days) | Insider Sales Since IPO | Hedging/Pledging | Ownership Guidelines Compliance |
|---|---|---|---|---|---|---|
| Apr 17, 2025 | 47,659 | <1% | 69 | None, to company’s knowledge | Prohibited for directors/officers/employees (short sales, margin, pledging, derivatives, hedging) | CEO guideline: 6x base salary; executives and directors are either compliant or within 5-year phase-in |
| Aug 6, 2025 | 47,663 | <1% | 73 | None, to company’s knowledge | Prohibited for directors/officers/employees | As above |
Additional alignment features:
- Salary-to-stock purchase agreements: Aydt indicated intent to use roughly 64% of his initial pro-rated $550,000 base salary (Sep–Nov 2024) to purchase Company Class A common stock, and to continue until full salary restoration across the company .
Employment Terms
- Original offer letter (Mar 31, 2016): at-will employment; base salary $240,000; $40,000 sign-on; $6,000 settling allowance; annual discretionary bonus $40,000; 250,000 options vesting 25% at year 1 then monthly over 36 months .
- CEO appointment (effective Sep 29, 2023): base salary $400,000; eligible discretionary bonus up to $100,000 .
- Compensation changes (Sep 4, 2024): base salary $700,000; target bonus $700,000; one-time recognition bonus $500,000; annual RSUs ($2.1M fair value); annual PSUs ($2.1M target); RSUs vest 25% annually over 4 years from Sep 4, 2024; PSUs vest 20% annually over 5 anniversaries of metric achievement; recognition bonus paid 25% Sep 30, 2024; 25% Oct 31, 2024; 50% on earlier of Sep 30, 2025 or closing a ≥$30M round; clawback if resignation or termination for cause before 4-year anniversary .
- Severance/change-of-control: Individual severance terms for Aydt not disclosed. Under the 2021 Plan, in a change in control the Board may accelerate vesting of options/SARs/stock awards or deem performance satisfied, substitute successor equity, or cash out awards; plan includes clawback provisions .
Board Governance and Service
- Board service: Member of FF’s Board from July 2021 to March 2023 and from September 2023 to present .
- Committee roles: Serves on Finance & Investment Committee; not listed on Audit, Compensation, or Nominating committees .
- Independence: The Board determined independent directors are Chad Chen, Jie Sheng, and Lev Peker; as Global CEO, Aydt is not classified as independent .
- Board leadership: FF expects current Board will select a permanent Chairperson. If the Chair is not independent, independent directors elect a Lead Independent Director; duties include presiding at meetings, agenda setting with the CEO and committee chairs, and shareholder liaison .
- Attendance: In 2024, each director attended ≥75% of Board and applicable committee meetings during their service period .
- Executive sessions: Independent members have regularly scheduled meetings .
- Controlled company considerations: FF Top retains significant nomination rights and committee representation proportions under the Amended & Restated Shareholder Agreement; majority independence maintained unless certain market cap thresholds and voting power conditions change .
Director Compensation (context for dual-role)
- Under the 2021 Plan, aggregate annual value for non-employee directors (cash plus grant-date fair value of equity) is capped at $750,000; Aydt is an employee-director, so director cash retainers are not applicable to him .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation included base salary $266,667 and cash bonus $250,000, alongside 35,740 RSUs that fully vested in December 2024; equity grants under the Sep 2024 program emphasize increased long-term equity exposure via annual RSUs/PSUs with multi-year vesting .
- Shift to RSUs/PSUs: Sep 2024 board actions instituted large recurring RSU and PSU awards subject to time-based and performance-based vesting, increasing at-risk pay and potential alignment with performance .
- Discretionary bonuses: Actual 2024 bonus was discretionary ($250,000), target set at $700,000 for 2025 program period, with no explicit disclosed performance formula .
- Award modification/repricing: The 2021 Plan allows option/SAR repricing without shareholder approval—a governance risk indicator if used; no specific repricing actions disclosed for Aydt’s awards .
Vesting Schedules and Insider Selling Pressure
- Fully vested late-2024 RSUs (35,740) could create liquidity; however, the company discloses that, to its knowledge, Aydt has not sold any shares since FF became public—mitigating near-term selling pressure .
- Multi-year RSU/PSU schedules may support retention and reduce immediate selling incentives, with performance PSUs contingent on Board-defined metrics per plan .
Risk Indicators & Red Flags
- Hedging/pledging: Explicitly prohibited for insiders—supports alignment and reduces risk of forced sales .
- Governance concentration: FF Top’s nomination and committee rights and frequent charter amendments reflect governance complexity and potential influence risks; Board retains majority independence currently .
- Option/SAR repricing permitted by plan—shareholder-unfriendly if exercised (no repricing disclosed) .
- Section 16 compliance: Company noted late Form 4 filings for several insiders including Aydt (later cured) .
Equity Plan and Share Authorization Context
- Equity plan shares increased proposals: Aug 2025 proxy sought +9.5M shares for the 2021 Plan to maintain equity grant capacity; Board recommended approval .
- Broader share authorization increases: 2025 proxies sought increases in authorized common and preferred shares; Board cited need to fund operations and compensation strategy .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, FF is not required to conduct advisory say-on-pay votes; no historical approval percentages provided .
Investment Implications
- Alignment: Salary-to-stock purchase commitments and prohibitions on hedging/pledging support alignment; no disclosed sales by Aydt since IPO reduce perceived near-term selling risk .
- Retention: Multi-year RSU/PSU structures and a staged recognition bonus with clawback create retention hooks; however, grant execution depends on available plan shares and share registration, highlighting plan capacity dependence .
- Performance linkage: PSUs are intended to tie pay to outcomes using broad plan metrics (e.g., TSR, EBITDA, revenue), but specific CEO PSU targets/weights are not disclosed—limiting transparency of pay-for-performance rigor .
- Governance: Dual role as CEO and director with committee assignments limited to Finance & Investment helps operational focus; majority independent board and committee leadership support oversight, but FF Top’s rights and plan repricing provisions warrant monitoring for shareholder protections .