John Krafcik
About John Krafcik
John Krafcik, 63, has served as a director of Rivian since July 2023. He previously served as CEO of Waymo (2015–2021) and as a consultant to Waymo (2021–2022); President of TrueCar (2014–2015) and director at TrueCar (2014–2020); President & CEO of Hyundai Motor America (2008–2013) after earlier roles in product development and strategic planning; and held product development leadership positions at Ford. He holds a BS in Mechanical Engineering from Stanford and a Master’s in Management from MIT Sloan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waymo LLC | Chief Executive Officer | Sep 2015–May 2021 | Led autonomous driving effort at Alphabet subsidiary |
| Waymo LLC | Consultant | May 2021–May 2022 | Transition advisory |
| TrueCar, Inc. | President; Director | President: Apr 2014–Sep 2015; Director: Feb 2014–Mar 2020 | Public company director experience in auto retail tech |
| Hyundai Motor America | President & CEO; VP Product Development & Strategic Planning | VP: Mar 2004–Nov 2008; CEO: Nov 2008–Dec 2013 | Turnaround and product strategy leadership |
| Ford Motor Company | Product development leadership | Prior to 2004 | Automotive engineering/PD background |
External Roles
| Organization | Role | Type | Tenure/Status |
|---|---|---|---|
| Daimler Truck AG | Supervisory Board member | Public company | Current |
| TrueCar, Inc. | Director | Public company | Feb 2014–Mar 2020 (prior) |
Board Governance
- Committee assignments: Audit Committee member; Chair of Nominating & Governance Committee (as of April 23, 2025) .
- Committee activity: Audit met 6 times in 2024; Nominating & Governance met 4 times in 2024 .
- Independence: The Board determined Krafcik is “independent” under Nasdaq rules; Audit Committee membership also meets Rule 10A-3 independence standards .
- Attendance: Rivian held 19 Board meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors then serving attended the 2024 Annual Meeting .
- Lead Independent Director: Executive sessions of independent directors are presided over by Karen Boone, the Lead Independent Director .
Fixed Compensation
2024 Non-Employee Director Compensation (Krafcik)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John Krafcik | 72,596 | 266,948 | 339,544 |
Director Compensation Program – Cash Retainers (structure)
| Element | Annual Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Lead Independent Director retainer | $75,000 |
| Audit Committee | Chair $25,000; Member $12,500 |
| Compensation Committee | Chair $20,000; Member $10,000 |
| Nominating & Governance Committee | Chair $15,000; Member $7,500 |
| Planet & Policy Committee | Chair $25,000; Member $7,500 |
Notes:
- Directors may elect to receive cash retainers in fully-vested RSUs, and may elect to defer settlement of RSUs; Krafcik’s cash line item excludes such elective conversions noted for other directors .
Performance Compensation
Director equity is time‑based RSUs (no performance metrics disclosed). Annual grants and vesting terms:
| Award | Grant Details | Grant Date Fair Value | Vesting |
|---|---|---|---|
| Annual RSU (2024) | 24,224 RSUs (non-employee directors) | $266,948 (per director, June 2024) | Vests on 1‑year anniversary of grant, subject to continued service |
| Change-in-Control treatment | All director RSU awards vest upon a Change in Control (per 2021 Plan) | — | Full vesting upon CIC |
Initial appointment award structure (program terms):
- Upon initial appointment: RSUs with value of $250,000 vesting in equal annual installments over three years; plus pro‑rated RSUs up to the next annual meeting, also valued off $250,000 formula; annual meeting grants of RSUs valued at $250,000 vest in full after one year .
Other Directorships & Interlocks
| Company | Relationship to Rivian | Interlock/Conflict Considerations |
|---|---|---|
| Daimler Truck AG | Commercial vehicle manufacturer | Industry adjacency; no related party transactions disclosed for Krafcik; Board affirms independence under Nasdaq rules |
Expertise & Qualifications
- Automotive leadership and product development expertise (Ford, Hyundai, Waymo); public company board experience (TrueCar, Daimler Truck AG) .
- Education: BS Mechanical Engineering (Stanford); Master’s in Management (MIT Sloan) .
Equity Ownership
| Holder | Shares of Class A Common Stock | % of Class A | Common Stock Beneficially Owned (%) | Combined Voting Power (%) | As-of |
|---|---|---|---|---|---|
| John Krafcik | 35,974 | * (<1%) | * (<1%) | * (<1%) | April 23, 2025 |
Outstanding awards (director-level, as of Dec 31, 2024):
| Name | Unvested Stock Awards (#) | Option Awards Outstanding (#) | As-of |
|---|---|---|---|
| John Krafcik | 30,939 | — | Dec 31, 2024 |
Policy notes:
- Anti‑hedging policy prohibits directors from entering hedging or similar arrangements that offset declines in Rivian stock; deferral of RSUs is permitted under the Director Compensation Program .
Governance Assessment
- Board effectiveness: Krafcik’s dual role as Audit Committee member and Chair of Nominating & Governance strengthens oversight of financial reporting integrity and board composition/policies; independence affirmed by Board and meets Audit Committee standards .
- Alignment: Equity-heavy director pay (time‑based RSUs that vest over one year) and modest cash fees indicate alignment with long-term shareholder outcomes; CIC single-trigger vesting for directors is standard but can accelerate vesting on change-of-control .
- Engagement: Board met 19 times in 2024; each director met the ≥75% attendance threshold; Audit and N&G committees were active with 6 and 4 meetings respectively, supporting robust governance processes .
- Conflicts/related-party: No related person transactions disclosed for Krafcik; the Board’s independence determination and Audit Committee’s role reviewing related party transactions mitigate conflict risk .
- Ownership: Beneficial ownership is <1%, typical for non-employee directors; unvested RSUs and no options outstanding reduce short-term risk-taking incentives tied to option leverage .
Red Flags (monitor):
- Change-in-control vesting (single-trigger) for director RSUs could be viewed as less restrictive vs double-trigger structures; monitor in context of potential transactions .
- Industry interlock with Daimler Truck AG is adjacency rather than a disclosed related party; maintain oversight for any transactions that could create perceived conflicts; Board independence currently affirmed .