Sanford Schwartz
About Sanford Schwartz
Independent director of Rivian Automotive since September 2019; age 72. Former President & CEO of Cox Automotive and Manheim with deep automotive services, software, and media leadership; currently a managing partner at Mudita Venture Partners (since January 2025). Classified by Rivian as an independent director under Nasdaq rules; no family relationships with executives or directors disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Family Office | Chief Executive Officer | Jan 2021 – Dec 2024 | Guided family investments/estate planning |
| Mudita Venture Partners | Managing Partner | Jan 2025 – present | Venture capital leadership |
| Cox Automotive Inc. | President & Chief Executive Officer | Appointed 2014 | Led global automotive services/software |
| Manheim | President | Appointed 2011 | Wholesale vehicle solutions leader |
| Cox Media Group | President (various roles) | Prior to 2014 | Media operations leadership |
| AutoTrader/AutoTrader Publishing | President | 2006–2008 | Digital marketplace leadership |
| Cox Enterprises/Cox Newspapers | Various executive roles | Prior years | Business development and newspaper operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| A.C. Green Youth Foundation | Board of Directors | Non-profit | Current member |
| Northwood University | Board of Trustees | Non-profit | Current member |
| Axios | Board of Advisors | Private media | Current advisor |
| Checkered Flag Foundation | Board of Directors | Non-profit | Current member |
Board Governance
- Independence: Independent under Nasdaq rules; board affirmatively determined independence .
- Board leadership: CEO serves as Chair; Karen Boone is Lead Independent Director; independent directors hold regular executive sessions .
- Attendance: 19 board meetings in 2024; each incumbent director attended at least 75% of board and committee meetings during service .
- Committee assignments: Chair, Compensation Committee; Member, Planet & Policy Committee .
| Committee | Members | Chair | 2024 Meetings | Key Oversight |
|---|---|---|---|---|
| Audit | Boone, Flatley, Krafcik | Boone | 6 | Financial reporting, auditor oversight, cybersecurity, related-party approvals |
| Compensation | Boone, Flatley, Schwartz | Schwartz | 8 | Exec & director pay, clawback, succession, HCM/DEI; independent consultant Semler Brossy engaged |
| Nominating & Governance | Krafcik, Marcario | Krafcik | 4 | Board composition, governance guidelines, evaluations |
| Planet & Policy | Marcario, Schwartz | Marcario | 3 | ESG, public policy, human rights, sustainability reporting |
Fixed Compensation
- Program design: Annual cash retainers with optional RSU election; annual RSU grants; separate retainers for committee roles and Lead Independent Director; RSUs for retainers are fully vested on grant and may be deferred .
| Cash Retainers (Per Year) | Amount |
|---|---|
| Annual Director Retainer | $50,000 |
| Lead Independent Director | $75,000 |
| Audit Committee | Chair $25,000; Member $12,500 |
| Compensation Committee | Chair $20,000; Member $10,000 |
| Nominating & Governance | Chair $15,000; Member $7,500 |
| Planet & Policy | Chair $25,000; Member $7,500 |
| 2024 Director Compensation (Schwartz) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $77,500 |
| Stock Awards (annual RSU + RSUs in lieu of fees excess fair value) | $275,986 |
| Total | $353,486 |
Notes:
- Non-employee directors may elect to receive all cash retainers in RSUs; RSUs in lieu of cash are fully vested at grant and can be deferred; annual RSU grant equals $250,000 at the June meeting, vesting in one year .
- Change-in-control: Non-employee director equity vests upon a Change in Control .
Performance Compensation
- Annual equity grant: In June 2024, non-employee directors received 24,224 RSUs; grant date fair value $266,948; vests on one-year anniversary .
- RSUs in lieu of fees: Grant-date fair value exceeded cash fees for Schwartz by $9,038; fully vested at grant; subject to deferral election .
- Vesting/COC: Director RSUs are time-based; all non-employee director equity vests upon Change in Control .
| Equity Component (2024) | Shares/Value | Vesting | Terms |
|---|---|---|---|
| Annual RSU grant | 24,224 RSUs; $266,948 fair value | 1-year cliff | Granted at annual meeting; standard for all directors |
| RSUs in lieu of fees (excess fair value) | $9,038 | Fully vested at grant | Elective conversion; may be deferred |
No performance metrics are tied to director compensation; equity awards are time-based with COC acceleration .
Other Directorships & Interlocks
- Public company boards: None disclosed for Schwartz .
- Interlocks/agreements: Schwartz is party to the Sixth Amended and Restated Investors’ Rights Agreement alongside certain >5% holders (e.g., Global Oryx, NV Holdings) and other directors; agreement provides registration and other rights, terminating 10 years after date .
- Major stakeholder relationships: VW group JV formed in Nov 2024; additional investments under Investment Agreement; no Schwartz-specific related-party transaction disclosed .
Expertise & Qualifications
- Decades of leadership across automotive services, wholesale, media, and venture investing; prior presidencies at Cox Automotive, Manheim, and roles across Cox media and newspapers .
- Governance experience as Compensation Committee Chair; engages independent consultant Semler Brossy; no consultant conflicts identified .
Equity Ownership
| Holder | Class A Shares | Options Exercisable (≤60 days) | RSUs Vesting (≤60 days) | Total Beneficial (Common) | % Ownership |
|---|---|---|---|---|---|
| Sanford Schwartz | 148,323 | 60,000 | 24,224 | 232,547 | <1% |
Additional equity positions:
- Deferred vested RSUs outstanding: 39,049 (Schwartz) .
- Anti-hedging/pledging: Company prohibits hedging, short sales, and pledging absent board approval; no approvals as of Apr 29, 2025 .
- Change-in-control vesting applies to non-employee director equity .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Schwartz oversaw introduction of PSUs for NEOs in 2024, a pay-for-performance enhancement; bonuses paid at 30% of target based on company metrics; CEO target bonus increased to 100% aligning with peer data; PSUs not earned due to threshold miss, reinforcing performance discipline .
- Independence and attendance: Independent under Nasdaq, with at least 75% attendance; committee structures and regular executive sessions support board effectiveness .
- Ownership alignment: Director pay predominantly in equity (annual RSU plus elective RSUs in lieu of fees) and deferral options; COC vesting is standard but equity-heavy mix aligns interests; anti-hedging/pledging policy strengthens alignment .
- Conflicts/related parties: No Schwartz-specific related-party transactions disclosed; participation in broad investor rights agreement is typical; VW JV and investment structures are well-disclosed and governed (e.g., thresholds, voting agreements), with board seeking shareholder approvals to manage dilution/control concerns .
RED FLAGS: None disclosed specific to Schwartz (no related-party transactions, no hedging/pledging, independence affirmed). Monitor Compensation Committee decisions (e.g., CEO bonus target increase) for pay-for-performance rigor; 2024 PSU non-earn underscores discipline .