Claire McDonough
About Claire McDonough
Claire McDonough, 43, has served as Rivian’s Chief Financial Officer since January 2021. She holds a B.A. from Duke University and an M.B.A. from the University of Chicago Booth School of Business, and currently serves on the boards of AutoZone, Inc. and Rivian and VW Group Technology, LLC (the Rivian–Volkswagen JV) . Company performance in 2024 included Rivian’s first quarter of positive gross profit ($170M in Q4), cost per vehicle reduced by ~$31,000 vs. Q4 2023, and 51,579 vehicles delivered versus a 58,000 target; incentive metrics covered deliveries, quality, cash operating expense, gross margin, and product development, with overall 30% bonus achievement for NEOs . Pay-versus-performance disclosure shows 2024 TSR value of an initial fixed $100 investment at $13.20, with 2024 net loss of ~$4.746B and gross profit of ~$1.2B negative per the SEC-defined presentation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.P. Morgan | Managing Director; Co-head, Disruptive Commerce | Sep 2014–Jan 2021 | Not disclosed |
| Fairway Market | VP & Treasurer; Senior Director, Finance & Strategy | Jun 2013–Aug 2014 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AutoZone, Inc. | Director | Apr 2025–present | Not disclosed |
| Rivian and VW Group Technology, LLC (JV) | Director | 2024–present | Not disclosed |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $450,000 | No base salary changes were made in 2024 . |
| Target Bonus (%) | 50% of salary | $225,000 target; 75% max ($337,500) . |
| Actual Bonus Paid | $67,500 | 30% payout; paid as fully-vested RSUs on Mar 5, 2025 . |
Multi‑Year Compensation Summary (CFO)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 450,000 | 5,398,207 | 2,248,022 | 67,500 | 8,200 | 8,171,929 |
| 2023 | 450,000 | 2,022,009 | 2,391,235 | 164,250 | 19,083 | 5,046,577 |
| 2022 | 438,462 | 3,055,071 | 3,373,836 | 122,769 | 19,400 | 7,009,538 |
Performance Compensation
Annual Incentive Program (2024)
| Metric | Weighting | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Vehicle Delivery Volume | 25% | 58,000 | 51,579 | 1.4% |
| Production Quality | 25% | Not disclosed | Not disclosed | 0% |
| H2’24 Gross Profit (GAAP) | 12.5% | $100M | ($181M) | 0% |
| FY Cash Operating Expense (non‑GAAP) | 12.5% | $2,500M | $2,491M | 13.1% |
| Progress on Product Development | 25% | Not disclosed | Not disclosed | 15.1% |
| Result | — | — | — | 30% of target; paid as fully‑vested RSUs on Mar 5, 2025 |
Performance measures used: Vehicle Delivery Volumes, Vehicle Quality, Product Development, FY Cash Operating Expense, Gross Profit .
2024 Long‑Term Incentive Grants (CFO)
| Award Type | Grant Date | # of Shares | Terms / Strike | Vesting / Performance |
|---|---|---|---|---|
| RSUs | 5/15/2024 | 247,580 | — | 16 equal quarterly installments from May 15, 2024, subject to service . |
| PSUs | 5/15/2024 | 247,580 (target) | — | Earned if H2’24 positive Gross Profit ≥ $50M; 0% earned in 2024 (threshold not met); if earned, service‑vest to 12/31/2027 . |
| Stock Options | 5/13/2024 | 330,106 | $10.90 | 25% annually over 4 years; 10‑year term . |
Equity Ownership & Alignment
Beneficial Ownership (as of April 23, 2025)
| Holder | Class A Shares Owned | Exercisable Options (≤60 days) | RSUs Vesting (≤60 days) | Total Beneficial Ownership | % of Class A Outstanding |
|---|---|---|---|---|---|
| Claire McDonough | 38,563 | 800,262 | 26,762 | 865,587 | * (<1%) |
- Outstanding CFO equity at FY‑end 2024 includes options and RSUs as below:
- Options: 2/1/2021 (437,500 exercisable; 300,000 unexercisable; $21.72); 8/8/2022 (79,873 exercisable; 79,873 unexercisable; $38.23); 8/25/2023 (50,363 exercisable; 151,089 unexercisable; $20.07); 5/13/2024 (330,106 unexercisable; $10.90; expires 5/13/2034) .
- RSUs: 8/15/2022 (34,945 unvested; $464,769 MV at $13.30); 11/15/2023 (75,545; $1,004,749); 5/15/2024 (216,633; $2,881,219) .
- Hedging and pledging policy: Rivian prohibits short sales, hedging, and pledging by directors, officers, and employees unless Board‑approved; as of April 29, 2025, the Board has not approved any such transactions .
Employment Terms
CFO Employment Agreement Key Economics
| Scenario | Cash Severance | Pro‑Rated Bonus | COBRA Equivalent | Equity Acceleration | Total Potential Payment |
|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | 12 months base salary ($517,500) | Pro‑rated | $27,351 | None | $544,851 |
| Qualifying Termination in Connection with CIC | 12 months base salary ($517,500) | Pro‑rated | $27,351 | Full acceleration of time‑based equity (performance awards excluded): $8,435,804 | $8,980,655 |
- Change‑in‑Control treatment: Double‑trigger (termination within CIC window required); full acceleration for time‑based awards; performance‑based awards excluded .
- Clawback policy: Adopted in 2023, requires recoupment of erroneously awarded compensation following a restatement; administered by Compensation Committee .
- Perquisites: Standard employee benefits; 401(k) match; cell phone and internet allowances; CFO last participated in R1T Employee Early Adopter Program in 2023 .
Compensation Structure Analysis
- Mix and rigor: 2024 introduced PSUs for CEO and CFO tied to H2 gross profit; threshold not met (0% earned), demonstrating pay‑for‑performance alignment . Annual bonus metrics spanned operational and financial KPIs; corporate achievement at 30% resulted in below‑target payout in vested RSUs .
- Governance safeguards: No excise tax gross‑ups upon change‑in‑control; clawback policy; anti‑hedging/pledging; independent Compensation Committee engaged Semler Brossy as advisor .
- Peer group benchmarking: 2024 peer group included Airbnb, Aptiv, Cummins, DoorDash, eBay, Ford, GM, Lucid, Mobileye, PACCAR, Pinterest, Shopify, Snap, Spotify, Stellantis, TE Connectivity, Tesla, Uber .
- Say‑on‑Pay: Substantial approval in 2024 (approximately 93.8% of voting power of shares represented) with annual frequency maintained .
Performance & Track Record
- 2024 operational highlights: First quarter of positive gross profit ($170M in Q4); ~$31,000 per‑vehicle cost reduction; ~123,000 vehicles on road and >1.8B miles; R1T “Edmunds Top Rated Truck 2025”; IIHS TOP SAFETY PICK+ for R1T/R1S; JV with Volkswagen up to $5.8B proceeds subject to milestones; unveiled R2/R3/R3X; launched Gen‑2 R1 and Enhanced Highway Assist .
- Pay‑versus‑performance context: 2024 TSR value of $100 investment at $13.20; peer group TSR value $89.50; reported net loss and gross profit as shown in SEC framework .
Investment Implications
- Alignment and retention: Quarterly RSU vesting cadence (16 installments) and a sizable pool of unvested time‑based equity create ongoing retention incentives; double‑trigger CIC acceleration excludes PSUs, preserving performance linkage .
- Insider selling pressure: Bonus paid in fully‑vested RSUs and ongoing quarterly RSU vesting can introduce periodic supply; hedging/pledging bans (with no approvals) reduce adverse alignment risks .
- Pay‑for‑performance: 0% PSU earn in 2024 and below‑target annual bonus demonstrate discipline around operational/financial goals; continued use of PSUs suggests future payouts will hinge on sustained profitability .
- Governance signals: Strong say‑on‑pay support, no tax gross‑ups, and active clawback/anti‑hedging policies support shareholder‑friendly posture amid ongoing scaling and JV execution .
Notes:
- “% of Class A Outstanding” marked * denotes less than 1% per proxy table **[1874178_0001874178-25-000019_rivn-20250429.htm:69]**.
- All period and values reflect disclosures in Rivian’s 2025 definitive proxy statement filed April 29, 2025.