Scott Graziano
About Scott Graziano
Scott Graziano, age 54, serves as Global General Counsel (appointed September 25, 2023) and Corporate Secretary (since November 2023) at Faraday Future AI Electric Vehicle Inc. (FFAI). He previously held senior legal and corporate governance roles at Healthpeak Properties, Western Digital, and practiced at O’Melveny & Myers and Shearman & Sterling, bringing deep securities law and governance expertise to FFAI’s legal function . No individual TSR, revenue, EBITDA or performance metrics are disclosed for Mr. Graziano in the company’s filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthpeak Properties, Inc. | Senior Vice President & Deputy General Counsel; Corporate Secretary | Oct 2015 – Sept 2023 | Led securities, corporate governance, and disclosure controls for a public REIT, strengthening regulatory compliance and board processes . |
| Western Digital Corporation | Director — Securities & Corporate Governance | Not disclosed | Directed SEC reporting and governance programs at a large-cap technology issuer . |
| O’Melveny & Myers LLP | Counsel (Newport Beach, CA; Shanghai, China) | Nov 2004 – Jan 2015 | Advised on complex corporate and securities matters; cross-border execution and governance readiness . |
| Shearman & Sterling LLP | Associate (New York City) | Sept 2000 – Nov 2004 | Early-career foundational training in capital markets and corporate governance . |
External Roles
| Organization | Type | Role/Capacity | Years |
|---|---|---|---|
| Healthpeak Properties, Inc. | Public company (REIT) | SVP & Deputy GC; Corporate Secretary | Oct 2015 – Sept 2023 |
| Western Digital Corporation | Public company (Technology) | Director — Securities & Corporate Governance | Not disclosed |
| O’Melveny & Myers LLP | Law firm | Counsel | Nov 2004 – Jan 2015 |
| Shearman & Sterling LLP | Law firm | Associate | Sept 2000 – Nov 2004 |
Fixed Compensation
- Mr. Graziano was not a 2024 “named executive officer” in the proxy, so his base salary, target bonus, and cash compensation detail were not disclosed in the Summary Compensation Table .
Performance Compensation
- No individual equity award detail (RSUs/PSUs/options), weighting, targets, actuals, payouts, or vesting schedules were disclosed for Mr. Graziano in 2025 proxy materials; the company’s plan-level performance framework allows awards tied to metrics such as TSR, EPS, EBITDA, revenue, margin, cash flow and strategic criteria determined by the Compensation Committee .
Equity Ownership & Alignment
| Metric | Apr 17, 2025 | Aug 6, 2025 |
|---|---|---|
| Beneficial ownership (Class A common shares) | 0 | 0 |
| Ownership as % of class | <1% | <1% |
- Stock Ownership Guidelines: CEO 6x salary; other executive officers 2x salary; directors 3x annual cash retainers. Executives/directors must retain 50% of after-tax shares until compliant, with a five-year phase-in; as of the record date, all covered executives/directors were either compliant or within the phase-in window .
- Hedging/Pledging: Company policy prohibits short sales, margin accounts, pledging, and trading in derivative or monetization transactions of FFAI securities for directors, officers, employees and consultants .
- Historical equity awards table in the special meeting proxy did not list any grants to Mr. Graziano, indicating no disclosed lifetime RSU/PSU/option awards under the 2021 Plan for him in that table .
Employment Terms
- Role and tenure: Appointed Global General Counsel effective September 25, 2023; Corporate Secretary since November 2023 .
- Contractual terms: 2025 proxy includes detailed employment agreements for other executives (e.g., CEO Matthias Aydt; CFO Koti Meka; EVP Chui Tin Mok), but no employment agreement, severance, change-of-control terms, or retention arrangements were disclosed for Mr. Graziano .
- Clawback: Awards under the 2021 Plan and any cash/stock delivered pursuant to awards are subject to forfeiture and recoupment under company policy and applicable law (Dodd-Frank), supporting pay-for-performance alignment .
- Say-on-pay: As an emerging growth company, FFAI is not required to conduct say-on-pay advisory votes and applied scaled executive compensation disclosures in the 2025 proxy .
Investment Implications
- Alignment/Trading Signals: Zero beneficial ownership suggests limited equity alignment today; however, strong hedging/pledging prohibitions and mandatory ownership guidelines with a five-year phase-in mitigate misalignment risk over time . Lack of disclosed individual equity grants for Mr. Graziano reduces near-term insider selling pressure tied to vesting cycles .
- Retention Risk: No disclosed severance or change-of-control economics for the Global General Counsel could reduce “golden parachute” risk but also provides fewer retention levers compared to peers; absence of disclosed contract terms limits clarity on retention risk .
- Governance/Execution: Deep track record in securities law and corporate governance (Healthpeak, Western Digital, top law firms) is additive to disclosure controls and regulatory posture; combined with plan-level clawbacks and performance-linked metrics, the structure supports investor protections even if Mr. Graziano’s personal incentive metrics are not individually disclosed .