Robert J. Scaringe
About Robert J. Scaringe
Founder, CEO and Chairman of Rivian since 2009; age 42. He holds a B.S. from Rensselaer Polytechnic Institute and an M.S./Ph.D. in Mechanical Engineering from MIT’s Sloan Automotive Laboratory . Under his leadership, Rivian achieved its first quarter of positive gross profit ($170M in Q4’24) and removed ~$31K per vehicle in automotive cost of revenues vs. Q4’23; unveiled the R2/R3/R3X platform, and entered a JV with Volkswagen that could total up to $5.8B subject to milestones and clearances . Pay-versus-performance disclosures show Rivian’s cumulative shareholder return since trading inception translated to a $13.20 value on a $100 initial investment for 2024, with 2024 net loss of ~$4.75B and gross loss of ~$1.2B; executive “compensation actually paid” was strongly driven by stock price performance and was negative for 2024 . The Board combines CEO/Chair roles with a Lead Independent Director structure (Lead: Karen Boone) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rivian Automotive, Inc. | Founder, Chief Executive Officer; Chairman (since Mar 2018) | 2009–present | Led establishment of vertically integrated technology platforms, multi-program manufacturing, and partnerships; in 2024 delivered first positive gross profit quarter and announced VW JV (up to $5.8B subject to milestones/clearances) |
External Roles
- Not disclosed in the 2025 proxy for Dr. Scaringe. If any exist outside Rivian, they were not listed; skip.
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 650,000 | 759,038 | 1,000,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 2,267 | 6,065,409 | 9,359,393 |
| Option Awards ($) | 4,185 | 7,173,658 | 3,896,573 |
| Non-Equity Incentive Plan Comp ($) | 182,000 | 277,611 | 294,231 |
| All Other Compensation ($) | 180,518 | 78,364 | 342,018 |
| Total ($) | 1,018,970 | 14,354,080 | 14,892,215 |
2024 annual cash incentive design and payout (CEO)
| Item | 2024 Target | 2024 Actual |
|---|---|---|
| Base salary | $1,000,000 | $1,000,000 |
| Target bonus (% of salary) | 100% (raised from 50% effective Jan 1, 2024) | — |
| Bonus max (% of salary) | 150% | — |
| Bonus payout (% of target) | — | 30% based on Company scorecard |
| Bonus paid | — | $294,231, delivered as fully vested RSUs on 3/5/2025 (367 RSUs at $11.26) |
Perquisites and other fixed elements
- Security program for CEO and family (residential and personal travel) authorized due to threat profile; $340,813 of security services recognized in 2024 “All Other Compensation” .
- Standard health/welfare and 401(k) match programs (no special pension/SERP) .
- Anti-hedging and anti-pledging policy; as of April 29, 2025, the Board had not approved any hedging or pledging transactions for directors/officers .
- Clawback policy adopted in 2023 under Nasdaq Rule 10D-1 .
- No excise tax gross-ups; “best-pay-cut” applies for 280G .
Performance Compensation
2024 annual incentive scorecard (Company metrics)
| Metric | Weight | Target | 2024 Actual | Score/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% |
| Total payout | — | — | — | 30% of target (CEO/CFO paid in fully vested RSUs) |
2024 long-term incentive (LTI) awards (CEO)
| Award type | Grant date | Quantity | Price/Strike | Vesting |
|---|---|---|---|---|
| RSUs | 5/13/2024 | 429,138 | — | 16 equal quarterly installments starting 5/15/2024 |
| PSUs (H2’24 Gross Profit goal) | 5/13/2024 | 429,138 target (max 536,423) | — | Cliff after 3 years if performance met; threshold $50M H2’24 GP; not earned for 2024 |
| Stock options | 5/13/2024 | 572,184 | $10.90 | 25% annually over 4 years; 10-year term |
Legacy 2021 CEO Performance Award (performance options)
| Price hurdle (90-day avg) | Tranche shares at each assessment | Total if achieved | Assessment windows |
|---|---|---|---|
| $110 | 1,130,885; 1,130,885; 1,130,887 | 3,392,657 | 6-year, 8-year, and 9.5-year marks from 1/19/2021 (first assessment Jan 19, 2027) |
| $150 | 1,130,886; 1,130,886; 1,130,886 | 3,392,658 | Same windows |
| $220 | 2,261,771; 2,261,771; 2,261,773 | 6,785,315 | Same windows |
| $295 | 2,261,772; 2,261,772; 2,261,772 | 6,785,316 | Same windows |
| Notes | Performance period Jan 2027–Jan 2031; none vested yet; fair market value at grant $21.72 | 20,355,946 total | — |
Key design observations
- PSUs introduced for NEOs in 2024, tied to GAAP Gross Profit in H2; not earned, indicating rigor in performance linkage .
- 2024 CEO bonus target raised from 50% to 100% of salary to align with peers; total payout only 30% given operational results, reinforcing pay-for-performance .
Equity Ownership & Alignment
Beneficial ownership (as of April 23, 2025)
| Holder | Class A shares | Class B shares | Common stock beneficial ownership % | Combined voting power % |
|---|---|---|---|---|
| Robert J. Scaringe | 15,130,283 (incl. options RSU/holdings) | 7,825,000 | 2.0% | 7.6% |
Ownership composition detail (Scaringe)
- Options currently exercisable or exercisable within 60 days: 12,150,625 Class A shares .
- RSUs vesting within 60 days of April 23, 2025: 45,707 Class A shares .
- Additional unvested holdings excluded from 60‑day window: 25,937,628 options and 1,164,025 RSUs .
- RSUs outstanding at FY-end (12/31/24): 226,632 (11/15/23 grant) and 375,496 (5/15/24 grant), total 602,128; valued at $13.30/sh at 12/31/24 .
Insider selling/pressure indicators
- 2024 option exercises: 878,574 options exercised; value realized on exercise $10,450,467 (realized at exercise, not necessarily sold) .
- 2024 stock vested: 153,710 shares; value realized $1,868,511 .
- Bonus delivered as fully vested RSUs in March 2025 (367 RSUs for CEO), creating a small, immediate tradable lot .
Pledging/hedging and ownership guidelines
- Hedging and pledging prohibited unless Board-approved; as of April 29, 2025, none approved for directors/officers (mitigates alignment risks) .
- No explicit executive stock ownership guidelines disclosed; skip if not provided.
Employment Terms
CEO employment agreement (November 2021; auto-renewal)
- Term: Initial 3-year term from IPO effective date; auto-renews for one-year terms unless 90-day notice is given; Board may waive notice with pay/benefits in lieu .
- Termination (death/disability): 12 months salary continuation, pro‑rated bonus (based on last paid or payable), plus dependent health benefits for one year or equivalent COBRA cash .
- Termination without cause/for good reason (outside CIC period): 12 months base salary continuation; pro‑rated bonus (greater of target or actual); 12 months of employer health premium equivalent (cash) .
- CIC double‑trigger (3 months before to 12 months after a CIC): Lump sum 12 months base salary; pro‑rated bonus (greater of target/actual); 12 months health premium cash; full acceleration of all unvested equity except (i) the January 2021 CEO performance award and (ii) any performance‑vesting awards .
- Quantified maximums at 12/31/2024 share price ($13.30): Qualifying termination: $1,294,231 cash + $24,701 COBRA; with CIC: add ~$15,089,079 equity acceleration (excludes 2021 award and performance‑vesting) .
- No excise tax gross‑ups; best‑pay‑cut to avoid 280G excise where optimal .
- Clawback policy compliant with Nasdaq Rule 10D‑1 .
- Security program/perquisites as noted above .
Board Governance
Board roles and service
- Director since 2009; Chairman since March 2018; combined CEO/Chair role with Lead Independent Director (Karen Boone) .
- Board independence: Company identifies eight independent directors (Boone, Flatley, Gomez, Krafcik, Krawiec, Marcario, Schwartz, Thomas‑Graham), implying the CEO/Chair is not independent .
- Committees (chairs): Audit (Boone), Compensation (Schwartz), Nominating & Governance (Krafcik), Planet & Policy (Marcario); CEO is not listed as a committee member, preserving committee independence .
- Executive sessions: Independent directors meet regularly in executive session; presided over by the Lead Independent Director .
- Attendance: 19 board meetings in 2024; all incumbent directors attended at least 75% of board and committee meetings .
Director compensation program (context for dual role)
- CEO receives no separate director pay; non‑employee director annual cash retainer $50,000; committee/lead retainers per role; annual equity grant ~$250,000 in RSUs; option to take cash retainers in RSUs; RSUs vest in one year; accelerate upon CIC .
Dual‑role implications
- Combined CEO/Chair concentrates authority; mitigated by Lead Independent Director with agenda-setting/liaison duties and fully independent key committees .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- 2024 say‑on‑pay received ~93.8% approval by voting power; committee retained design, citing strong support .
- 2024 executive compensation peer group included a blend of auto/tech companies (e.g., Ford, GM, Tesla, Aptiv, Stellantis, Uber, Airbnb, Shopify, Spotify, PACCAR, TE Connectivity, etc.) to balance scale/industry/talent markets .
Compensation Structure Analysis
- Mix and shift: Heavy equity weighting continues; 2024 added PSUs for the first time to strengthen pay-for-performance. CEO annual bonus target increased to 100% of salary (from 50%) to align with peers, but payout limited to 30% given results, signaling rigor .
- Metric rigor: PSU threshold (H2’24 GAAP Gross Profit ≥$50M) not met; no PSU earned, while Q4’24 reached $170M gross profit but the H2 total remained negative, underscoring stringent goals .
- Long-dated retention: 2021 performance options only assess beginning 2027 with high stock-price hurdles ($110–$295), anchoring long-term alignment and retention through 2031 .
- Governance protections: Clawback in place; prohibitions on hedging/pledging without approval; no excise-tax gross-ups; independent compensation consultant Semler Brossy engaged by the Compensation Committee .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited without Board approval; none approved as of April 29, 2025 (reduces misalignment risk) .
- Option exercises: CEO exercised 878,574 options in 2024 (value realized $10.45M); not necessarily a sale, but a potential liquidity event to monitor for trading pressure .
- Equity award practices: Company states no non‑stockholder‑approved repricings and no poison pill; mitigates governance risk .
- Legal/other: No specific legal proceedings or related-party concerns tied to CEO disclosed in the proxy sections cited; skip if not disclosed.
Equity Ownership & Alignment (Detailed Table)
| Component (as of 4/23/2025 unless noted) | Amount |
|---|---|
| Beneficially owned Class A | 15,130,283 shares |
| Beneficially owned Class B | 7,825,000 shares |
| Common stock beneficial ownership | 2.0% |
| Combined voting power | 7.6% |
| Options exercisable or within 60 days | 12,150,625 shares |
| RSUs vesting within 60 days | 45,707 shares |
| RSUs outstanding at 12/31/2024 | 226,632 (11/15/23 grant); 375,496 (5/15/24 grant) |
| Hedging/Pledging status | Prohibited unless approved; none approved as of 4/29/2025 |
Employment Terms (Severance Economics at 12/31/2024)
| Scenario | Cash Severance | COBRA Equivalent | Equity Acceleration | Total Potential |
|---|---|---|---|---|
| Qualifying termination (non‑CIC) | $1,294,231 | $24,701 | $0 | $1,318,932 |
| Qualifying termination with CIC | $1,294,231 | $24,701 | $15,089,079 | $16,408,011 |
Notes:
- Equity acceleration excludes January 2021 CEO award and any performance‑vesting awards .
- Pro‑rated annual bonus (greater of target/actual) applies in both cases .
Investment Implications
- Alignment and rigor: Zero PSU vesting against a GAAP gross profit threshold and only 30% bonus payout in 2024 indicate the program is performance‑sensitive; long‑dated 2021 CEO options align to ambitious stock‑price hurdles through 2031 .
- Retention vs. supply overhang: Significant unvested equity and large in‑the‑money/exercisable option inventory (12.15M shares within 60 days) support retention but can be a supply overhang if exercised and sold; 2024 exercises show willingness to monetize at times .
- Governance: Combined CEO/Chair role is mitigated by an empowered Lead Independent Director and fully independent key committees; say‑on‑pay support (93.8% in 2024) suggests shareholder acceptance of design to date .
- Performance execution risk: While Q4’24 gross profit turned positive, H2’24 GAAP gross profit missed PSU threshold; continued execution on cost reductions, platform launches (R2/R3), and the VW JV milestones are pivotal catalysts for future PSU realization and the large 2021 award .