Scott Graziano
About Scott Graziano
Scott Graziano is Faraday Future’s Global General Counsel (since September 2023) and Corporate Secretary (since November 2023). He previously served as SVP & Deputy General Counsel and Corporate Secretary at Healthpeak Properties, with earlier roles at Western Digital, O’Melveny & Myers, and Shearman & Sterling; age 53 as disclosed in FF’s 2024 proxy. Tenure at FF began in 2023; company designates him as an executive officer. No company TSR, revenue, or EBITDA performance metrics are disclosed specifically for his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Faraday Future (FF) | Global General Counsel | Sep 2023 – present | Leads legal function during capital structure changes (share authorizations, notes/warrants) and listing-compliance actions as Corporate Secretary context |
| Faraday Future (FF) | Corporate Secretary | Nov 2023 – present | Oversees board/SEC governance processes |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Healthpeak Properties (NYSE: DOC) | SVP & Deputy General Counsel; Corporate Secretary | Oct 2015 – Sep 2023 (SVP/DGC since Feb 2017) | Public REIT legal leadership and governance |
| Western Digital (Nasdaq: WDC) | Director — Securities & Corporate Governance | (dates not specified) | Led securities and governance matters |
| O’Melveny & Myers LLP | Counsel (Newport Beach, Shanghai) | Nov 2004 – Jan 2015 | Corporate/securities legal practice |
| Shearman & Sterling LLP | Associate (New York) | Sep 2000 – Nov 2004 | Corporate/securities legal practice |
Fixed Compensation
| Element | Current Detail |
|---|---|
| Base Salary | Not disclosed for Graziano (he was not a named executive officer in 2023 executive compensation tables) |
| Target Bonus % / Actual Bonus | Not disclosed for Graziano |
| Perquisites | Not disclosed for Graziano |
FF is an Emerging Growth Company and provides scaled NEO disclosures; Graziano was not among 2023 NEOs (Aydt, XF Chen, Han, Mok, Jia), so his cash compensation was not itemized.
Performance Compensation
| Component | Metric/Structure | Vesting | Status |
|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | Company’s 2021 Stock Incentive Plan permits RSUs, PSUs, options, SARs; performance measures may include stock price, TSR, revenue, EBITDA, operating income, cash flow, margins, and strategic milestones | RSUs typically vest over time; PSUs vest upon achievement of Board-set metrics; plan includes standard vesting and adjustment constructs | No individual grant details for Graziano disclosed; plan-level terms apply |
- Clawback: All awards under the 2021 Plan are subject to company clawback/recoupment policies and applicable law.
- Change-in-control: Plan allows acceleration/adjustment (e.g., vesting, substitution, or cash-out) at Board discretion upon a change in control.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 28, 2025) | 0 shares of Class A Common Stock; less than 1% of class |
| Stock ownership guidelines | Executives (other than CEO) must hold stock equal to 2x base salary; 5-year phase-in; at June 21, 2024, all covered executives were compliant or within phase-in |
| Hedging/pledging | Company prohibits short sales, margin, pledging, derivatives, or hedging of FF securities by directors, officers, employees and consultants |
| Insider selling pressure | No shares owned as of record date; no specific Form 4 activity disclosed for Graziano in proxies; plan-level vesting could create future supply if awards are granted later (not disclosed for him) |
Employment Terms
| Term | Detail |
|---|---|
| Start dates | Global General Counsel (Sep 2023); Corporate Secretary (Nov 2023) |
| Contract/Severance/CoC | No individual employment agreement or severance/change-in-control terms disclosed for Graziano; general equity plan provides change-in-control treatment and clawback |
| Non-compete/Non-solicit | Not disclosed for Graziano |
| Deferred comp / Pension | Not disclosed for Graziano |
Performance & Track Record (context during tenure)
- Governance and capital structure: During his tenure as GC/Corporate Secretary, FF undertook significant authorizations/reverse splits to maintain Nasdaq compliance and facilitate financing, including a large authorized share increase, reverse split authority, and amended 2021 Plan share reserve; Nasdaq compliance considerations were a focus.
- Financing structure: FF sought and disclosed issuances of secured and unsecured convertible notes and multiple warrant classes in late 2024/early 2025, requiring shareholder approvals and registration activities.
Compensation Structure Analysis (management confidence signals)
- No GC-specific shifts are disclosed (e.g., from options to RSUs), but company-wide equity program emphasizes RSU/PSU usage with broad performance metric flexibility; clawback and change-in-control protections are in place.
- As an EGC, FF does not conduct say-on-pay votes; GC pay transparency is limited to NEOs.
Related Party / Risk Indicators
- Hedging/pledging prohibited across insiders (mitigates misalignment risk).
- No related-party transactions involving Graziano disclosed in the 2024 proxy narrative sections reviewed.
Compensation Committee Oversight
- The Compensation Committee (independent directors) oversees executive comp policy, equity plans, stock ownership guidelines, and CEO evaluation; members: Chad Chen (member), Jie Sheng (Chair), Lev Peker (member).
Investment Implications
- Alignment: As of January 28, 2025, Graziano held no FF shares; while company ownership guidelines require 2x salary over five years for executive officers, he may still be in the phase-in window. This reduces near-term insider selling pressure from the GC but offers limited immediate “skin in the game.”
- Governance/controls: Prohibitions on hedging/pledging and a clawback policy support shareholder alignment and risk mitigation for legal/governance leadership.
- Execution context: His tenure coincides with complex financings, share authorization changes, and listing-compliance initiatives—areas where strong legal stewardship is critical; however, outcomes (dilution vs. runway) depend on company financing execution and operating progress, not attributable to an individual officer in disclosures.