Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, (i) effective February 26, 2023, the Board of Directors (the "Board") of Faraday Future Intelligent Electric Inc. (the "Company") approved certain changes to the responsibilities of Mr. Yueting (YT) Jia, Founder and Chief Product and User Ecosystem Officer of the Company, including Mr. Jia reporting directly to the Board, and determined that Mr. Jia is an "officer" of the Company within the meaning of Section 16 of the Exchange Act, and an "executive officer" of the Company under Rule 3b-7 under the Exchange Act, and (ii) effective September 29, 2023, the Board appointed Matthias Aydt as Global Chief Executive Officer of the Company and as a member of the Board. In light of the Company's then-current financial position, (i) the Board deferred making any potential changes to Mr. Jia's or Mr. Aydt's compensation arrangements at the respective time of the changes to Mr. Jia's responsibilities within the Company and his executive officer designation and Mr. Aydt's appointment as Global CEO, and (ii) since October 2023, as part of the Company's cost cutting initiatives, the Company has paid reduced base salaries to its executive officers and other employees, resulting in Mr. Aydt receiving 44% of his annual base salary of $400,000 and Mr. Jia receiving 37% of his annual base salary of $450,000, in each case in the aggregate for the period from October 2023 through August 2024.
On September 4, 2024, the Board, upon the recommendation of the Compensation Committee of the Board, approved the following changes to the compensatory arrangements of Mr. Aydt and Mr. Jia.
With respect to Mr. Aydt:
|
●
|
An annual base salary of $700,000
|
|
●
|
An annual discretionary target bonus of $700,000
|
|
●
|
A one-time recognition bonus of $500,000
|
|
●
|
An annual grant of time-based restricted stock units ("RSUs") having a grant date fair value equal to $2.1 million
|
|
●
|
An annual grant of performance-based restricted stock units ("PSUs") having a target grant date fair value equal to $2.1 million
|
With respect to Mr. Jia:
|
●
|
An annual base salary of $680,000
|
|
●
|
An annual discretionary target bonus of $816,000
|
|
●
|
A one-time recognition bonus of $500,000
|
|
●
|
An annual grant of time-based RSUs having a grant date fair value equal to $2.04 million
|
|
●
|
An annual grant of PSUs having a target grant date fair value equal to $2.04 million
|
With respect to both Mr. Aydt and Mr. Jia:
|
○
|
Beginning September 2024, (i) Mr. Aydt will initially be paid a pro-rated annual base salary of $550,000 (for so long as $350,000 (pro-rated) of such amount is used to purchase shares of the Company's Class A common stock as described below), and (ii) Mr. Jia will initially be paid a pro-rated annual base salary of $612,000 (for so long as $340,000 (pro-rated) of such amount is used to purchase shares of the Company's Class A common stock as described below). Mr. Aydt's and Mr. Jia's full annual base salary as approved by the Board will become effective upon such date that the Company restores in full the base salaries of all employees of the Company.
|
Faraday Future Intelligent Electric Inc.