Jay Flatley
About Jay Flatley
Independent Class III Director of Rivian Automotive, Inc.; age 72; serving on Rivian’s Board since May 2021. Former acting CEO of Zymergen, long-tenured CEO/Chairman at Illumina, and co-founder/CEO of Molecular Dynamics. Education: B.S. and M.S. in Industrial Engineering from Stanford University; B.A. in Economics from Claremont McKenna College . Rivian’s Board affirms his independence under Nasdaq listing rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zymergen Inc. | Acting Chief Executive Officer | Aug 2021 – Oct 2022 | Led biofacturing company through transition |
| Illumina, Inc. | Chairman | Jan 2020 – May 2021 | Board leadership at genomics leader |
| Illumina, Inc. | Executive Chairman | Jul 2016 – Jan 2020 | Oversight of strategic direction |
| Illumina, Inc. | Chief Executive Officer | Dec 2013 – Jul 2016 | CEO leadership during growth phase |
| Illumina, Inc. | President & Chief Executive Officer | Oct 1999 – Dec 2013 | Scaled sequencing and arrays business |
| Molecular Dynamics | Co-founder, President, CEO, Director | Jul 1994 – Sep 1998 | Led to sale to Amersham Pharmacia Biotech |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Denali Therapeutics Inc. | Director | Current | Public biopharma board service |
| Cellanome | Chairman | Current | Biotech, multiomics platform |
| Wellcome Leap Fund | Chairman | Current | Non-profit human health innovation |
| The Salk Institute | Trustee | Current | Non-profit research institute |
| Iridia, Inc. | Chairman | Current | Private nanotechnology data storage company |
| Coherent, Inc. | Director | Former | Public laser technologies provider |
| Zymergen Inc. | Director | Former | Biotech materials company |
Board Governance
- Class III Director; term expires at the 2027 Annual Meeting .
- Committee memberships: Audit Committee (member); Compensation Committee (member). Audit Committee members: Karen Boone (Chair), Jay Flatley, John Krafcik . Compensation Committee members: Sanford Schwartz (Chair), Karen Boone, Jay Flatley .
- Independence: Board determined Jay Flatley is independent under Nasdaq rules .
- Lead Independent Director: Karen Boone; independent directors meet in regular executive sessions presided by Boone .
- Attendance: Board held 19 meetings in FY2024; each incumbent director attended at least 75% of aggregate Board and committee meetings during their service period .
- Risk oversight: Board oversees risk directly and via committees; Audit oversees financial, cybersecurity, IT, data/privacy and related-person transactions; Compensation oversees compensation risk and clawback; Nominating & Governance oversees independence and governance; Planet & Policy oversees sustainability/public policy .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $71,683 | Actual cash earned |
| Annual Director RSU Award (2024) | $266,948 | 24,224 RSUs; granted June 2024; vests on one-year anniversary |
| Total (2024) | $338,631 | Sum of fees and stock awards |
Director cash retainers under program schedule:
- Annual Cash Retainer: $50,000
- Audit Committee: $12,500 non-chair / $25,000 chair
- Compensation Committee: $10,000 non-chair / $20,000 chair
- Nominating & Governance: $7,500 non-chair / $15,000 chair
- Planet & Policy: $7,500 non-chair / $25,000 chair
- Lead Independent Director Retainer: $75,000 (applies to Boone)
- Directors may elect to receive cash retainers in RSUs; RSUs issued in lieu of cash are fully vested at grant; deferral available; director RSUs vest accelerate on Change in Control .
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Annual Director RSUs | Jun 2024 | 24,224 | 100% vests on first anniversary | $266,948 |
| Outstanding Options | As of Dec 31, 2024 | 60,000 | Vested; exercisable | Plan detail per Director table |
- No performance-based metrics are tied to non-employee director compensation; awards are time-based RSUs and legacy options, with CIC vesting protections per program .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Denali Therapeutics Inc. | Public | Director | No disclosed transactions with Rivian |
| Coherent, Zymergen | Public (former) | Director | Former roles; no current RIVN exposure noted |
| Amazon.com NV Investment Holdings LLC | 5%+ Holder | None | Amazon is a major shareholder; Amazon SVP Peter Krawiec serves on RIVN Board; Flatley has no Amazon role |
| Volkswagen Group | 5%+ Holder/JV partner | None | VW is investor and JV partner; no Flatley ties disclosed |
- Related party transaction oversight resides with the Audit Committee; policy requires Audit Committee review/approval; Audit oversees and approves related-person transactions .
Expertise & Qualifications
- Deep manufacturing and scaling expertise from Illumina and Molecular Dynamics; long-tenured public company leadership and board governance experience .
- Technical background: industrial engineering (Stanford) and economics (Claremont McKenna) .
- Sectoral breadth: genomics/biotech, nanotech data storage, and health innovation governance .
- Audit/Compensation committee service at Rivian supports finance, controls, and pay governance oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 204,008 shares | Includes 119,784 shares owned, 60,000 options currently exercisable, 24,224 RSUs vesting within 60 days |
| Ownership % of Class A | <1% | Denoted as less than 1% in beneficial ownership table |
| Outstanding Unvested Stock Awards (12/31/2024) | 24,224 RSUs | Director grant schedule |
| Outstanding Option Awards (12/31/2024) | 60,000 | Exercisable options |
| Shares Outstanding (Record Date) | 1,138,599,873 Class A; 7,825,000 Class B | Voting together as a single class |
- Anti-hedging/pledging policy prohibits hedging or pledging transactions absent Board approval; as of April 29, 2025, no approvals granted .
Governance Assessment
- Board effectiveness: Flatley serves on both Audit and Compensation, reinforcing oversight of financial reporting, controls, and pay governance; committee structures and charters are robust and public .
- Independence and engagement: Confirmed independent; Board held 19 meetings in 2024 with each incumbent director meeting at least 75% attendance; independent director executive sessions led by the Lead Independent Director .
- Alignment: Director pay is equity-heavy (annual RSUs) and options outstanding; beneficial ownership albeit <1% aligns incentives; anti-hedging/pledging and clawback policies strengthen alignment and discipline .
- Potential conflicts: No related-party transactions identified involving Flatley; major holders (Amazon, VW) and JV disclosures are governed under policy with Audit Committee oversight; Krawiec’s Amazon role is disclosed with beneficial ownership disclaimers; no Flatley interlocks flagged as conflicts .
- Shareholder signals: Say-on-pay (NEOs) received strong support in 2024 (approx. 93.8% of voting power represented voted in favor), indicating general confidence in governance and compensation oversight .
Director Compensation Detail (Program Schedule)
| Retainer Category | Annual Amount | Applies to Flatley? |
|---|---|---|
| Board Annual Cash Retainer | $50,000 | Yes |
| Audit Committee Member | $12,500 | Yes (member, non-chair) |
| Compensation Committee Member | $10,000 | Yes (member, non-chair) |
| Annual Director RSUs | $250,000 value (share count based on avg closing price) | Yes; 24,224 RSUs in 2024 |
| CIC Vesting for Director RSUs | Full vesting upon Change in Control | Yes |
RED FLAGS: None disclosed specific to Flatley. No pledging/hedging approvals; no related-party transactions or tax gross-ups tied to director compensation; attendance threshold met; compensation mix equity-oriented with standard committee retainers .