SEC Form DEF 14A filed by Aeva Technologies Inc.

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

555 Ellis Street

Mountain View, CA 94043

(650) 481-7070

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of Aeva Technologies, Inc., I cordially invite you to attend our annual meeting of stockholders on Friday, June 21, 2024 at 10:00 a.m. (Pacific Time). The 2024 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/AEVA2024.

Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.

We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the Annual Meeting, as described beginning on page one of this Proxy Statement.

Thank you for your continued support of Aeva Technologies, Inc.

Sincerely yours,

 

Soroush Salehian Dardashti

June 21, 2024

You can attend the Annual Meeting online through our live webcast, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/AEVA2024. You will need to have the 16-digit number included on your notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

AGENDA:

Only stockholders of record as of April 25, 2024 will be entitled to attend and vote at the Annual Meeting and any adjournments or postponements thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2024 Annual Meeting for a period of 10 days prior to the 2024 Annual Meeting by contacting our investor relations department at [email protected] and during the 2024 Annual Meeting at www.virtualshareholdermeeting.com/AEVA2024.

Please note that if you held common stock on April 25, 2024 in “street name” (that is, through a broker, bank or other nominee), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

We hope that you can attend the 2024 Annual Meeting. Regardless of whether you will attend via our live webcast, please complete and return your proxy so that your shares can be voted at the Annual Meeting in accordance with your instructions. We are pleased to furnish proxy materials to our stockholders on the internet. We believe that this allows us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

April 29, 2024

This Proxy Statement and accompanying proxy card are first being made available on or about April 29, 2024.

This Proxy Statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report” and, together with this Proxy Statement, the “Proxy Materials”) are being furnished by and on behalf of the board of directors (the “Board” or “Board of Directors”) of Aeva Technologies, Inc. in connection with our annual meeting of stockholders for the fiscal year ending December 31, 2023 (the “Annual Meeting” or the “2024 Annual Meeting”). As used herein, the terms “Aeva,” the “Company,” “we,” “us,” or “our” refer Aeva Technologies, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

To assist you in reviewing the proposals to be voted upon at our 2024 Annual Meeting, we have summarized important information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and our Annual Report on Form 10-K before voting.

Stockholders of record as of April 25, 2024 may cast their votes in any of the following ways:

Founded in 2016 by former Apple engineers Soroush Salehian Dardashti and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, our mission is to bring the next wave of perception technology to broad applications from automated driving to industrial automation and consumer electronics. Our products are based on our proprietary Frequency Modulated Continuous Wave (FMCW) sensing technology. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance, along with our proprietary signal processing algorithms and perception software applications for commercialization.

Our business and affairs are managed under the direction of our Board. As of the date of this Proxy Statement, our Board consists of seven directors.

Our Second Amended and Restated Certificate of Incorporation (as amended, our “Certificate of Incorporation”) provides that, subject to the right of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our Board will be elected each year.

Our Board has nominated Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle for election as Class III Directors with a three-year term expiring at the 2027 Annual Meeting. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle. If, for any reason, at the time of election any nominee named should decline or be unable to accept his nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that the nominees will be unable to serve as a director.

The following biographical information is furnished as to each nominee for election as a director, and each of our directors, as of April 29, 2024.

Soroush Salehian Dardashti, 35. Soroush Salehian Dardashti serves as the Company’s Chief Executive Offer and is a member of the Board. Mr. Salehian co-founded Aeva with Mr. Rezk in December 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since that time. From February 2012 to November 2016, Mr. Salehian worked at Apple as a Manager, Product Development where he led teams developing consumer products and sensing systems. Mr. Salehian holds a Bachelor of Science in Mechanical Engineering from Stanford University. We believe Mr. Salehian is well-qualified to serve on our Board of Directors due to his technical and operational expertise gained from serving as Chief Executive Officer and Co-Founder of Aeva and his professional and educational experience in high-technology manufacturing industries.

Mina Rezk, 39. Mina Rezk serves as the President, Chief Technology Officer, and Chairman of the Board of Directors of the Company. Mr. Rezk co-founded Aeva with Mr. Salehian in December 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since that time. Mr. Rezk became Chair of the Board of Directors in 2021. From January 2015 to November 2016, Mr. Rezk served as Sensing Engineering Manager - Special Projects Group at Apple. Before that, Mr. Rezk served in various roles, including as Hardware Development Manager, at Nikon Metrology from February 2004 to February 2015. Mr. Rezk has over 17 years of experience developing sensor fusion systems for the automotive and aerospace industries. Mr. Rezk holds Bachelor of Science and Master of Science degrees in Electrical Engineering from George Mason University. We believe Mr. Rezk is well-qualified to serve on our Board of Directors due to his technical and manufacturing expertise gained from serving as the Chief Technology Officer of Aeva and over 17 years of experience in the technology industry.

Christopher Eberle, 44. Christopher Eberle has served as a Director of the Company since November 2022. Mr. Eberle has served as Global Head of Semiconductor and Hardware Investments at Sylebra Capital Limited (“Sylebra”), a global investment manager operating in the technology, media and telecommunications space, since July 2020. Mr. Eberle’s principal responsibilities at Sylebra include managing investments across the global semiconductor, semiconductor capital equipment, and global semiconductor supply chain. Prior to joining Sylebra, Mr. Eberle served as a senior equity research analyst at Instinet, LLC, the independent equity trading arm of Nomura Group, from August 2017 until July 2020. He served as a portfolio manager focused on the global technology space at Folger Hill Asset Management from January 2015 to August 2017. Mr. Eberle received a Bachelor of Science in Finance from Canisius College in 2003, and a Master’s of Science in Finance from DePaul University Driehaus College of Business in 2008. We believe Mr. Eberle is well-qualified to serve as Sylebra’s designee on our Board based on his business and management experience as well as his extensive experience in the technology, media and telecommunications industries.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”)

Erin L. Polek, 49. Erin Polek has served as a Director of the Company since November 2022. Ms. Polek has been working part-time at Qualcomm Incorporated (“Qualcomm”), a global leader in the development of foundational technologies used in mobile devices and other wireless products, providing guidance and leadership in preparing for regulatory reporting over ESG data in anticipation of the proposed regulations from the SEC and the issued CSRD regulations in the EU since December 2022. Prior to such time, Ms. Polek was Senior Vice President, Corporate Controller and Chief Accounting Officer of Qualcomm from December 2018 through December 2022. Ms. Polek’s principal responsibilities at Qualcomm included the oversight of the global accounting department and external financial reporting and related compliance. She joined Qualcomm in February 2006 and has held a variety of leadership positions. Prior to joining Qualcomm, Ms. Polek was a Manager at PricewaterhouseCoopers LLP. She received a Bachelor of Science in Business Administration, with an emphasis in Accounting from San Diego State University. We believe Ms. Polek is well-qualified to serve as one of our directors based on her extensive leadership, accounting, compliance and business experience.

Stefan Sommer, PhD, 61. Dr. Stefan Sommer has served as a Director of the Company since November 2023. Dr. Sommer began his professional career as a development engineer at ITT Teves. In 1997, Dr. Sommer moved to Continental Automotive Systems as director of Electronics & Sensor Development. After holding several positions within the Continental Group, Dr. Sommer joined ZF Sachs AG in 2008 as a member of the Board of Management for the Chassis Systems Division. In 2010, Dr. Sommer was appointed to the central Board of Management of ZF AG, where he assumed responsibility for the Materials Management business. From 2012 through December 2017 he served as Chief Executive Officer of ZF AG. Dr. Sommer was a member of the Board of Management of Volkswagen AG with responsibility for the Components and Procurement business from September 2018 to June 2020. He has served as a member of the Supervisory Board at Knorr-Bremse AG, a global leader in safety technology for the automotive and rail industries, since 2021. He has served as chair of the Board of Directors of JOST Werke SE since 2022. He has served as a Member of the Managing Board of the GÜNTHER Group, a company that makes injection systems for the plastics and silicone processing industry, with responsibility for GÜNTHER Heisskanaltechnik GmbH and its subsidiaries since January 2023. Dr. Sommer studied Mechanical Engineering and earned his Engineering Doctorate from Ruhr University Bochum. We believe Dr. Sommer is well-qualified to serve as one of our directors based on his extensive executive leadership experience with leading organizations in the automotive industry, including component manufacturers.

Members of the Board of Directors with a Term Expiring at the 2026 Annual Meeting

Hrach Simonian, 41. Hrach Simonian serves as a Director of the Company. Mr. Simonian served as a member of Legacy Aeva’s Board of Directors from November 2017 through the closing of the merger, and has served on our Board of Directors since March 2021. Mr. Simonian serves as a General Partner at Canaan Partners, an early-stage venture capital firm he joined in 2007. Mr. Simonian currently serves on the Board of Directors of numerous private companies. Mr. Simonian holds a Bachelor of Science in Electrical Engineering from The University of California, Los Angeles, a Master of Science in Electrical Engineering from the University of Michigan, Ann Arbor, and a Master of Business Administration from the Stanford Graduate School of Business. We believe Mr. Simonian is well-qualified to serve on our Board of Directors due to his extensive experience in investing and developing companies.

Stephen Zadesky, 52. Stephen Zadesky has served as a Director of the Company since November 2022. Mr. Zadesky is currently advising a number of companies in the transportation, robotics and clean technology sectors. Prior to his advising work, Mr. Zadesky served in various management roles at Apple from March 1999 till April 2019, including Vice President Product Design for iPhone and iPod engineering. Prior to joining Apple, Mr. Zadesky worked at Ford Motor Company for three years in a variety of positions. Mr. Zadesky earned a Bachelor of Science in Mechanical Engineering (BSME) from the University of California, Berkeley and a Master of Science in Mechanical Engineering (MSME) from Stanford University. We believe Mr. Zadesky is well-qualified to serve as one of our directors based on his proficiency and understanding of the transportation and technology sectors, as well as his extensive advisory and leadership experience.

Our bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominees who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Our Board has nominated three persons for election as Class III Directors at the 2024 Annual Meeting and, as a result, the three nominees receiving the highest number of votes at the 2024 Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast. Only votes cast “FOR” a nominee will be counted in the election of directors. Votes that are “WITHHELD” with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES, SOROUSH SALEHIAN DARDASHTI, MINA REZK AND CHRISTOPHER EBERLE.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of this corporate governance include:

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors is staggered in three classes, with members of each class serving staggered three-year terms. As of the date hereof, our Board consists of two directors in Class I (Ms. Polek and Dr. Sommer), two directors in Class II (Mr. Simonian and Mr. Zadesky) and three directors in Class III (Mr. Dardashti, Mr. Rezk and Mr. Eberle). The Class I Directors will next be up for election at the 2025 Annual Meeting, the Class II Directors will next be up for election at our 2026 Annual Meeting and the Class III Directors are up for election at this Annual Meeting and will next be up for election at our 2027 Annual Meeting. Following the 2024 Annual Meeting, our Board will consist of two Class I Directors, two Class II Directors, and three Class III Directors for a total of seven directors.

A majority of the Board shall be comprised of directors meeting the independence requirements of the New York Stock Exchange (the “NYSE”). The Company defines an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. The NYSE independence definition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for determining affirmatively, as to each independent director, that no material relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding. No director may serve on the Audit Committee or the Compensation Committee of the Board unless such director meets all of the applicable criteria established for service in each such committee by NYSE rules and any other applicable rules or laws.

The Board shall make an affirmative determination as to the independence of each director. The Board has determined that each of Messrs. Eberle and Simonian, Dr. Sommer and Ms. Polek qualify as independent directors under applicable SEC and NYSE rules.

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing audit committee (the “Audit Committee”), nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) and compensation committee (the “Compensation Committee”). In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Our Audit Committee is responsible for, among other things:

Our Audit Committee consists of Ms. Polek, Mr. Simonian and Dr. Sommer. Ms. Polek serves as chair of our Audit Committee. Rule 10A-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the NYSE rules require that our Audit Committee have at least one independent member who qualifies as a financial expert, and be composed entirely of independent members. Our Board of Directors has affirmatively determined that Ms. Polek, Mr. Simonian and Dr. Sommer each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each of Ms. Polek, Mr. Simonian and Dr. Sommer also meets the financial literacy requirements of the NYSE Continued Listing Standards. In addition, our Board of Directors has determined that Ms. Polek, Mr. Simonian and Dr. Sommer each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.

Our Compensation Committee is responsible for, among other things:

Our Compensation Committee consists of Messrs. Eberle and Simonian and Ms. Polek. Mr. Eberle serves as chair of our Compensation Committee. Our Board of Directors has affirmatively determined that Messrs. Eberle and Simonian and Ms. Polek each meet the definition of “independent director” for purposes of serving on the Compensation Committee under the NYSE rules, including the heightened independence standards for members of a Compensation Committee. In addition, our Board of Directors has determined that each of Messrs. Eberle and Simonian and Ms. Polek are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act.

Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.

Our Compensation Committee is authorized under its charter to retain the services of one or more executive compensation advisors in connection with the establishment of our compensation programs and related policies. Our Compensation Committee engaged an independent compensation consultant, Aon Human Capital Solutions practice, a division of Aon plc (“Aon”), for fiscal 2023 and fiscal 2024. Our Compensation Committee engaged Aon to assist with the following objectives:

Aon reported directly to the Compensation Committee. Aon met with the Compensation Committee and with management to solicit input on job scope, performance, retention issues and other relevant factors. Aon worked with the Compensation Committee to develop recommendations for the compensation of our senior management team. Aon also advised the Compensation Committee on compensation-related developments and best practices.

Aon did not provide the Company with any services other than services that it provided to the Compensation Committee and to management in a limited capacity in connection with the preparation of the Company’s SEC-mandated compensation disclosure. The Compensation Committee does not believe that the work performed by Aon for the Compensation Committee or management raised any conflict of interest.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

Our Nominating and Corporate Governance Committee consists of Mr. Simonian, with Mr. Simonian serving as chair.

Our Board of Directors has adopted a written charter for our Nominating and Corporate Governance Committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.

Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is also responsible for discussing our policies with respect to risk assessment and risk management.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the corporate governance section of our corporate website. In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the code. The information on any of our websites is deemed not to be incorporated in or to be a part of this Proxy Statement.

We are party to several agreements to provide for certain governance matters relating to the Company.

Pursuant to the terms of the 2021 Stockholders Agreement (as defined below), subject to the rules of the NYSE, each of Mr. Rezk and Mr. Dardashti is entitled to nominate himself to continue to serve on the Board of Directors until such time as he holds less than 5% of our outstanding common stock (or his earlier death or incapacity). In addition, Mr. Rezk will serve as Chairman of the Board of Directors for so long as he is a director and, in the event Mr. Rezk is no longer a director, then Mr. Salehian will serve as the Chairman of the Board of Directors so long as he is a director. Messrs. Dardashti and Rezk also have the right to appoint an Audit Committee Qualified Director (as defined in the 2021 Stockholders Agreement) whom will be subject to the approval of the remaining members of the Board of Directors. None of the current directors were appointed pursuant to this right. For more information, see “Certain Relationships and Related Transactions-2021 Stockholders Agreement.”

Pursuant to the terms of the Sylebra Stockholders Agreement, for as long as Sylebra and its affiliates beneficially own at least (i) 9.0% of our outstanding common stock (on an as converted basis), Sylebra will have the right to nominate one director, who will initially be Mr. Eberle, Global Head of Semiconductor and Hardware Investments at Sylebra, and (ii) 14.0% of our outstanding common stock (on an as converted basis), Sylebra will have the right to nominate an additional director, who shall be an automotive executive or relevant industry expert. Sylebra has waived its right to designate such additional director until the election of the Class I directors in 2025. For more information, see “Certain Relationships and Related Transactions-Common Stock Financing Transactions-Sylebra Stockholder Agreement.” Mr. Eberle was initially appointed to our Board of Directors pursuant to the terms of the Sylebra Letter Agreement (as defined below), which provides, among other things, that Mr. Eberle be appointed as a Class III director with a term expiring at the Company’s 2024 Annual Meeting. For more information, see “Certain Relationships and Related Transactions-Sylebra Letter Agreement.”

In considering director candidates, the Board considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, dedication to the Company’s mission, having the ability to exercise sound business judgment and having the commitment to represent the interests of the Company’s stockholders. Candidates for director nominees will be reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Board considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Board intends to review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board also intends to determine whether the nominee will be independent for NYSE purposes. From time to time, the Board (or the Nominating and Corporate Governance Committee) may change the criteria for membership of the Board to maximize the opportunity to achieve success.

It is our policy that the positions of Chief Executive Officer and Chairperson be held by different persons. The Board recognizes, however, that there may be circumstances that arise in the future that would lead it to combine these offices.

During the year ended December 31, 2023, there were 17 meetings of the Board, 8 meetings of the Audit Committee, 5 meetings of the Compensation Committee, and 3 meetings of the Nominating and Corporate Governance Committee. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which they served during the period they served in 2023. Our independent directors meet regularly in executive session. All members of the Board are strongly encouraged to attend our annual meetings of stockholders. All of our then directors attended our annual meeting of stockholders in 2023.

Our Board has adopted corporate governance guidelines which describe the principles and practices that our Board will follow in carrying out its responsibilities. These guidelines cover a number of areas including the role, responsibilities, size and composition of the Board, director selection criteria, independence of directors, selection of Chairperson of the Board and Chief Executive Officer, director compensation, change in present job responsibility, director orientation and continuing education, lead director, term limits, Board meetings, Board committees, expectations of directors, management succession planning, evaluation of Board performance, Board compensation, and executive sessions. A copy of our corporate governance guidelines is available on our investor relations website.

Our Nominating and Corporate Governance Committee is responsible for conducting and overseeing annual self-assessments of the Board as a whole and its committees. These assessments include an evaluation of the Board’s and each committee’s contribution as a whole and effectiveness in serving the best interests of the Company and its stockholders, specific areas in which the Board and management believe that the performance of the Board and its committees could be improved, and overall Board composition and makeup.

Our Nominating and Corporate Governance Committee is responsible for periodically reviewing with our Chief Executive Officer the Company’s succession plans for the role of Chief Executive Officer and other key executive officers. The Nominating and Corporate Governance Committee is also responsible for making recommendations to our Board with respect to the selection of appropriate individuals to succeed to these positions.

We have adopted a Code of Business Conduct and Ethics (our “Code of Ethics”) applicable to our directors, officers, employees and consultants. A copy of our Code of Ethics is available on our investor relations website. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics on our investor relations website.

We approved a “clawback” policy in compliance with the SEC’s and NYSE’s final rules. Our clawback policy requires the repayment of certain cash and equity-based incentive compensation provided to current or former executive officers in connection with a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

Our Insider Trading Policy prohibits our directors, officers and other employees from directly or indirectly selling any equity security of the Company if they do not own the security sold. In addition, such persons are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. The independent members of our Board have granted waivers of this policy to Mina Rezk, our founder, President and Chief Technology Officer, to allow Mr. Rezk to pledge shares. The independent members of the Board determined these waivers were necessary to enable Mr. Rezk to relocate himself and his family from Virginia to California to be closer to the Company’s headquarters as well as support the request for additional collateral requested by the lender. It was determined that the waiver was appropriate in this instance as it mitigated the need for Mr. Rezk and the lender to sell Company shares.

Stockholders and other interested parties may write to our Board, the Chairman, any of the members of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committees, or to our independent directors as a group at Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043. The Board will consider stockholder questions and comments to be important and endeavor to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly.

Our Board has developed a process to assist with managing inquiries and communications. Our head of legal will review and compile any stockholder communications and may summarize such communications prior to forwarding to the appropriate party. The head of legal will not forward communications that are not relevant to the duties and responsibilities of the Board and are more appropriately addressed by management, including spam, junk mail and mass mailings, product or service inquiries, new product or service suggestions, resumes or other forms of job inquiries, opinion surveys and polls, business solicitations or advertisements, or other frivolous communications.

Stockholders who would like to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee must send notice to Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043, by registered, certified or express mail, and provide us with a brief biographical sketch of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of the stock ownership of the person recommending such candidate. The Nominating and Corporate Governance Committee or its chair will then consider the recommended director candidate in accordance with the same criteria applied to other director candidates, including those described in our corporate governance guidelines and the charter of the Nominating and Corporate Governance Committee, each of which is available on our investor relations website.

If you would like to include a proposal for stockholder consideration in our 2025 proxy statement or bring business before our 2025 Annual Meeting, you must send notice to Aeva Technologies, Inc., Attn: Head of Legal, 555 Ellis Street, Mountain View, California 94043, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.

Stockholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our Proxy Materials to be distributed in connection with our 2025 Annual Meeting must submit their proposals in accordance with that rule so that they are received by the head of legal at the address set forth above no later than the close of business on February 21, 2025. If the date of our 2025 Annual Meeting is more than 30 days before or after June 21, 2025, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our Proxy Materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our Proxy Materials.

If a stockholder wishes to bring business to a meeting for consideration other than a matter brought pursuant to SEC Rule 14a-8, the stockholder must give our Secretary written notice of the stockholder’s intent to do so and provide the information required by the provision of our bylaws dealing with stockholder proposals and director nominations. The notice of such a proposal or director nomination must be delivered to (or mailed to and received at) the address set forth above no earlier than February 21, 2025 and no later than March 24, 2025, unless our 2025 Annual Meeting of stockholders is to be held more than 30 days before, or more than 60 days after, June 21, 2025, in which case the stockholder’s notice must be delivered not earlier than the close of business on the 120th day prior to the 2025 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting or, if later, the 10th day after public announcement of the date of the 2025 Annual Meeting is first made. In the event that the number of directors to be elected at the annual meeting is increased after the deadline for the receipt of notice of stockholder director nominees as set forth above in this paragraph, then notice of a stockholder’s nomination to fill the new position or positions may be delivered to (or mailed to and received at) the address set forth above no later than the close of business on the 10th day after public announcement of such increase is first made. The requirements for such stockholder’s notice are set forth in our bylaws, which are filed as an exhibit to our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. To be timely for purposes of SEC Rule 14a-19, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, which must be received in accordance with the requirements of our bylaws as described above. In addition, to the extent that any information required by Rule 14a-19 is not required under our bylaws to be included with your notice, we must receive such additional

information by March 21, 2025, or if the date of our 2024 Annual Meeting is more than 30 days before or after December 18, 2024, then the deadline to timely receive such material shall be 60 calendar days prior to the date of the 2024 Annual Meeting or, if later, the 10th day after public announcement of the date of the 2024 Annual Meeting.

We will submit all candidates nominated by a stockholder pursuant to the procedures and requirements outlined in this “Other Stockholder Proposals or Nominations for Presentation at the 2024 Annual Meeting” section to the Nominating and Corporate Governance Committee for its review, and this submission may include an analysis of the candidate from our management. Any stockholder making a nomination in accordance with the foregoing process will be notified of the Nominating and Corporate Governance Committee’s decision.

The Audit Committee of our Board appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2024. During our 2023 fiscal year, Deloitte served as our independent registered public accounting firm and audited and reported on our consolidated financial statements for that year. Deloitte has been our independent registered public accounting firm at all times since 2020.

The Audit Committee intends to periodically consider whether to rotate our independent registered public accounting firm in order to assure continuing independent registered public accounting firm independence. The Board and the members of the Audit Committee believe that the continued retention of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its stockholders.

We expect that representatives of Deloitte will attend the 2024 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Although stockholder ratification is not required, the appointment of Deloitte is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Deloitte’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of other independent registered public accounting firms. The Audit Committee may terminate Deloitte’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.

Approval of this Proposal 2 requires the affirmative vote (i.e., “FOR” votes) of a majority of the shares present or represented and entitled to vote thereon at our 2024 Annual Meeting. A vote to “ABSTAIN” will count as “present” for purposes of this proposal and so will have the same effect as a vote “AGAINST” this proposal. In the absence of instructions, your broker may vote your shares on this proposal. For more information, see “General Information about the Annual Meeting and Frequency Asked Questions-Voting Instructions and Information-What happens if I do not vote? What is the effect of broker non-votes?”

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

The following table sets forth the aggregate fees incurred for Deloitte, our independent registered accounting firm for the fiscal years ended December 31, 2023 and 2022. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described below the table.

Audit Fees. For professional services rendered for the audits of annual consolidated financial statements (including the review of quarterly interim consolidated financial statements), consents, assistance and review of documents filed with the SEC and other services normally provided in connection with statutory or regulatory filings or engagements.

Audit-Related Fees. Consists of amounts billed in connection with the filing of our Registration Statement on Form S-3, S-8 and other regulatory filings. All fees described above were pre-approved by the Audit Committee.

All Other Fees. The fees billed by Deloitte for professional services rendered for other compliance purposes for the fiscal year ended December 31, 2022 relate to an accounting research tool subscription. There were no fees billed by Deloitte for professional services rendered for other compliance purposes for the fiscal year ended December 31, 2023.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services rendered by Deloitte & Touche LLP, our independent registered public accounting firm. The Audit Committee pre- approves specified services in defined categories of audit services, audit- related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of Deloitte & Touche LLP or on an individual case-by-case basis before Deloitte & Touche LLP is engaged to provide a service. The Audit Committee has determined that the rendering of the services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.

The Audit Committee of the Board assists the Board in performing its oversight responsibilities for the Company’s financial reporting process and audit process as more fully described in the Audit Committee’s charter. Management has the primary responsibility to establish and maintain a system of internal control over financial reporting, for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of its financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and to issue reports thereon. The Audit Committee does not provide any expert or other special assurance as to the Company’s financial statements or any expert or professional certification as to the work of our independent registered public accounting firm.

In the performance of its oversight function, the Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2023 with the Company’s management and its independent registered public accounting firm. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB regarding such accounting firm’s communications with the Audit Committee concerning independence and has discussed with the Company’s independent registered public accounting firm that firm’s independence and considered whether any “non-audit” services provided by the independent registered public accounting firm are compatible with maintaining its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

Erin Polek, Committee Chair

Hrach Simonian,

Stefan Sommer

Notwithstanding any statement in any of our filings with the SEC that might be deemed to incorporate part or all of any filings with the SEC by reference, including this Proxy Statement, the foregoing Audit Committee Report is not incorporated into any such filings.

Our named executive officers for the fiscal year ended December 31, 2023 were:

Summary biography of our Chief Financial Officer is provided below. Information on Mr. Dardashti and Mr. Rezk can be found under “Proposal 1: Elect Class III Directors.” All of our executive officers serve at the discretion of our Board.

Saurabh Sinha, 46. Mr. Sinha serves as Chief Financial Officer of the Company. Mr. Sinha has served as Aeva’s Chief Financial Officer since September 2020. Prior to joining Aeva, Mr. Sinha was the Chief Accounting Officer of JUUL Labs from July 2018 to August 2020 and served as its interim Chief Financial Officer from January 2020 to May 2020. Prior to joining JUUL Labs, Mr. Sinha held various finance leadership roles, from March 2014 to June 2018, at InvenSense Inc., a motion sensors company. Mr. Sinha received his Bachelor of Commerce degree from the University of Delhi, India and his Master of Business Administration from The Wharton School of the University of Pennsylvania.

This section describes the compensation program for our named executive officers and directors.

Our executive compensation program is designed to achieve the following objectives:

We provide our executive officers with a significant portion of their compensation through cash incentive compensation determined based upon the achievement of financial, operational and individual performance metrics as well as through equity compensation that vests on the basis of performance milestones and/or continued service.

The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years ended December 31, 2023 and 2022 for each of our named executive officers.

The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2023 as adjusted for the 1-for-5 reverse stock split that was effected on March 18, 2024 (the “Reverse Stock Split”).

We have entered into employment agreements with each of our named executive officers which provide for “at will” employment.

Each of our named executive officers is also subject to a non-competition, non-solicitation, confidentiality, and assignment agreement, which provides for a perpetual post-termination confidentiality covenant as well as non-competition and non-solicitation of customers, employees and consultants covenants that apply during employment and for one year following termination, subject to the type of termination in the case of the non-competition provision.

On May 27, 2022, the Company entered into a new employment agreement with Mr. Dardashti (the “CEO Employment Agreement”), which amends and supersedes the terms of Mr. Dardashti’s prior offer letter dated December 15, 2016, pursuant to which Mr. Dardashti will continue to serve as our Chief Executive Officer and report to the Company’s Board of Directors. Mr. Dardashti’s duties, responsibilities and permitted activities are substantially identical to his original offer letter. The CEO Employment Agreement provides that, during the term, Mr. Dardashti will be eligible to receive (i) an initial annual base salary of $550,000, (ii) annual cash bonuses (as described below), and (iii) customary health and retirement benefits.

Mr. Dardashti’s initial target annual incentive compensation will be 100% of his base salary with a maximum achievement of 150% of the base salary. The actual amount of the annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

On May 27, 2022, the Company entered into a new employment agreement with Mr. Rezk (the “CTO Employment Agreement”), which amends and supersedes the terms of Mr. Rezk’s prior offer letter dated December 15, 2016, pursuant to which Mr. Rezk will continue to serve as our President and Chief Technology Officer and report to the Chief Executive Officer. Mr. Rezk’s duties, responsibilities and permitted activities are substantially identical to his original offer letter. The CTO Employment Agreement provides that, during the term, Mr. Rezk will be eligible to receive (i) an initial annual base salary of $550,000, (ii) annual cash bonuses (as described below), (iii) a relocation allowance (as described below), and (iv) customary health and retirement benefits.

Mr. Rezk’s initial target annual incentive compensation will be 100% of his base salary with a maximum achievement of 150% of his base salary. The actual amount of the annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

To facilitate and incent Mr. Rezk’s permanent relocation to the Company’s headquarters, Mr. Rezk shall be entitled to a one-time payment of $130,000 for moving expenses and a monthly stipend of $30,000 for 36 months beginning on the date Mr. Rezk has relocated to within 60 miles of the Company’s headquarters.

On May 27, 2022, Aeva entered into a new employment agreement with Saurabh Sinha (the “CFO Employment Agreement”), which amends and supersedes the terms of Mr. Sinha’s prior offer letter dated September 29, 2020, pursuant to which Mr. Sinha will continue to serve as our Chief Financial Officer and report to the Chief Executive Officer. Mr. Sinha’s duties, responsibilities and permitted activities are substantially identical to his original offer letter.

The CFO Employment Agreement provides that, during the term, Mr. Sinha will be eligible to receive (i) an initial annual base salary of $450,000, (ii) annual cash bonuses (as described below), and (iii) customary health and retirement benefits.

Mr. Sinha’s initial target annual incentive compensation will be 65% of his base salary. The actual amount of the annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

In the event Mr. Dardashti, Rezk or Sinha’s employment is terminated by the Company without Cause (as defined in the applicable employment agreement) or by the officer for Good Reason (as defined in the applicable employment agreement) other than during the period commencing 90 days prior to and ending 12 months following a Change in Control (as defined in the applicable employment agreement), subject to execution and non-revocation of a Separation Agreement, each officer would be entitled to:

In the event that Mr. Dardashti, Rezk or Sinha’s employment is terminated during the period commencing 90 days prior to and ending 12 months following a Change in Control, subject to his execution and non-revocation of a Separation Agreement, each officer would be entitled to:

In the case of a termination of Mr. Rezk’s employment for the reasons described above, Mr. Rezk will also be entitled to a lump sum cash payment equal to the monthly stipend multiplied by 36 minus the total amount of all monthly stipends paid by the Company to Mr. Rezk prior to his termination.

Each outstanding equity award held by our named executive officers provides that such award will vest on an accelerated basis in the event the executive officer’s service relationship is terminated by the company without “cause” or in the event the executive officer resigns for “good reason” (each such term as defined in the applicable award agreement) in connection with or 12 months after a change in control.

In September 2022, the Compensation Committee, comprised solely of independent directors, recommended to the Board for approval a compensation policy for non-employee directors (the “Director Compensation Policy”) after consideration of market data and based on the recommendation of its independent compensation consultant. Our Board approved the Director Compensation Policy was effective November 11, 2022. The Director Compensation Policy consists of the following:

In addition, non-employee directors are reimbursed for reasonable out-of-pocket expenses.

The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2023.

We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. As described more fully above, we structure our pay to consist of both fixed and variable compensation, particularly in connection with our pay-for-performance compensation philosophy. We believe this structure motivates our executives to produce superior short- and long-term results that are in the best interests of our Company and stockholders in order to attain our ultimate objective of increasing stockholder value, and we have established, and our Compensation Committee endorses, several controls to address and mitigate compensation related risk. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

In accordance with rules adopted by the SEC pursuant to Dodd-Frank, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the two most recently completed fiscal years.

The following table sets forth information regarding the beneficial ownership of our common stock as of April 8, 2024 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. In computing the number of shares of the Company’s common stock beneficially owned by a person or entity and the percentage ownership, the Company deemed outstanding shares of its common stock subject to options, warrants, and restricted stock units held by that person or entity that are currently exercisable or exercisable, or will vest, as applicable, within 60 days of April 8, 2024. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the Company believes that the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Unless otherwise noted, the address of each beneficial owner is c/o Aeva Technologies, Inc., 555 Ellis Street, Mountain View, California 94043.

We have based our calculation of the percentage of beneficial ownership on 52,817,303 shares of our common stock outstanding as of April 8, 2024. The table below reflects the Reverse Stock Split that was effected on March 18, 2024, where stockholders who were otherwise entitled to a fractional share of common stock were instead entitled to receive a cash payment in an amount equal to their respective pro rata share of the total proceeds of the sale of the aggregated fractional shares net of any brokerage and other costs incurred to sell such shares.

The following is a description of the transactions and series of similar transactions, since January 1, 2022, that we were a participant or will be a participant in, which:

On November 8, 2023 we entered into a series of transactions with certain entities affiliated with Sylebra, a significant stockholder of the Company, as described below. We refer to these transactions collectively as the “Common Stock Financing Transactions.” The Common Stock Financing Transactions, and each agreement in connection therewith was approved by our Audit Committee, in accordance with our Related Person Transaction Policy.

We entered into a subscription agreement (as amended, supplemented or otherwise modified from time to time, the “Subscription Agreement”) providing for the purchase of an aggregate of 4,959,005 shares of common stock (as adjusted for the Reverse Stock Split) by entities affiliated with Sylebra, a significant stockholder of the Company (the “Sylebra Purchasers”), at a price of $2.90 per share (as adjusted for the Reverse Stock Split), or a total purchase price of approximately $14.4 million. We also entered into a substantially similar subscription agreement with Adage Capital Management, which prior to such transaction was not a significant stockholder of the Company, to purchase 2,401,454 shares of common stock (as adjusted for the Reverse Stock Split) for a total purchase price of approximately $7 million.

We entered into a Standby Equity Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Facility Agreement”) with the Sylebra Purchasers. Pursuant to the Facility Agreement, we have the right, but not the obligation, to sell to the Sylebra Purchasers up to $125.0 million worth of shares of our preferred stock (the “Facility Preferred Stock”), at our request until November 8, 2026, upon the satisfaction of certain conditions described below. Each sale we request under the Facility Agreement (each, an “Advance” and collectively, the “Advances”) may be for a number of shares of Facility Preferred Stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with the consent of the Sylebra Purchasers).

The rights, preferences and privileges of the Facility Preferred Stock will be set out in a certificate of designation. When and if issued, the Facility Preferred Stock will be issued at a price per share of $10,000. Holders of Facility Preferred Stock will be entitled to a quarterly dividend at the rate of 7.0% per annum payable in cash or in kind at our option. The Facility Preferred Stock will have an initial liquidation preference of 120% of the issuance price, plus accrued dividends. The Facility Preferred Stock will have no voting rights as a class or series except in such instances as required by Delaware law or certain matters enumerated in the certificate of designations related to the protection of the Facility Preferred Stock.

The Facility Preferred Stock will be convertible at the option of the holders into a number of shares of common stock equal to $10,000 divided by the then-applicable conversion price, which will be equal to the lesser of (i) the average five day closing price from the date of Advance, or (ii) the closing price per share of common stock on the date of each Advance subject to certain customary anti-dilution adjustments. At any time after the two year anniversary of any issuance of any series of Facility Preferred Stock, we will have the option to convert all (but not less than all) of any series of then-outstanding Facility Preferred Stock by paying a make-whole payment, in either stock or cash, equal to three years of dividends, provided that the closing price of the common stock exceeds 250% of the then-applicable conversion price for at least 20 out of 30 consecutive trading days prior to the date of conversion. To the extent, if any, a conversion would result any the holder thereof becoming the beneficial owner of more than 19.9% of the outstanding common stock, we will issue such investor a warrant (the “Pre-Funded Warrant”). The Facility Preferred Stock will be subject to customary pre-emptive rights.

Our right to request Advances is conditioned upon our achieving a minimum of one new passenger auto-OEM or commercial OEM program award with at least a 50,000 unit volume, the trading price of the common stock being below $15.00 (as adjusted for the Reverse Stock Split) at the time of the Advance request and other customary conditions. Prior to any Advance, we will assess our capital needs and other factors, including the impact of an Advance on any outstanding executive pledge arrangements.

Pursuant to the Facility Agreement, we agreed to pay Sylebra a facility fee in the amount of $2.5 million, an origination fee in the amount of $0.6 million and an administrative fee in the amount of $0.3 million and to reimburse Sylebra for its reasonable fees and expenses in connection with the Facility Agreement in an amount not to exceed $0.4 million. In addition, upon receipt of stockholder approval, we issued to the Sylebra Purchasers a Series A Warrant (the “Series A Warrant”) to purchase 3,000,000 shares of common stock at an exercise price of $5.00 per share (as adjusted for the Reverse Stock Split).

We entered into a registration rights agreement (as amended, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”) with the Sylebra Purchasers that provides for certain customary registration rights with respect to the Facility Preferred Stock, the Series A Warrant, the Pre-Funded Warrant and the shares of common stock issued upon any future conversion thereof.

We entered into a shareholder agreement (the “Sylebra Stockholders Agreement”) with Sylebra, whereby for as long as Sylebra and its affiliates beneficially own at least (i) 9.0% of our outstanding common stock (on an as converted basis), Sylebra will have the right to nominate one director, who will initially be Christopher Eberle, Global Head of Semiconductor and Hardware Investments at Sylebra, and (ii) 14.0% of our outstanding common stock (on an as converted basis), Sylebra will have the right to nominate an additional director, who shall be an automotive executive or relevant industry expert. Sylebra has waived its right to designate such additional director until the election of the Class I directors in 2025.

On March 28, 2024 we entered into an omnibus consent and amendment (the “Omnibus Amendment”) to the Facility Agreement, the Registration Rights Agreement and the Sylebra Stockholders Agreement. The Omnibus Amendment permitted Sylebra to transfer and assign obligations of certain of the Sylebra Purchasers to other of the Sylebra Purchasers in connection with normal course inter-fund activity.

On September 27, 2022, we entered into a letter agreement (the “Sylebra Letter Agreement”) with Sylebra. Among other things, the Sylebra Letter Agreement provides that: (i) Mr. Eberle be appointed as a Class III director with a term expiring at the Company’s 2024 Annual Meeting and (ii) Sylebra and its Associates (as defined in Rule 12b-2 promulgated under the Exchange Act) will abide by certain customary standstill provisions, until such time as Sylebra owns less than 9.0% of our outstanding common stock and we request that Mr. Eberle resign from the Board of Directors (the “Restricted Period”). During the Restricted Period, no member of the Sylebra Group will, and Sylebra will cause the Representatives (as defined in the Sylebra Letter Agreement) of each member of the Sylebra Group not to, in any way, directly or indirectly without the prior consent of the Board:

In connection with Sylebra common stock financing transactions described above, on November 6, 2023, notwithstanding the terms of the Sylebra Letter Agreement, the Board consented to the beneficial ownership or acquisition by Sylebra of Voting Securities up to 19.9% of the Company’s total outstanding shares of common stock.

For purposes of the Sylebra Letter Agreement, “Voting Securities” means the shares of common stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities.

On March 12, 2021, Aeva, Inc. consummated (the “Closing”) a business combination with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“InterPrivate”)). In connection with the Closing, InterPrivate, InterPrivate Acquisition Management LLC and certain stockholders of the Company entered into a Stockholders Agreement, dated March 12, 2021 (the “2021 Stockholders Agreement”), to provide for certain governance matters relating to the Company.

Pursuant to the terms of the 2021 Stockholders Agreement, the size of the Board of Directors was set at seven members and initially consisted of five directors, with two vacancies. The 2021 Stockholders Agreement provides Messrs. Dardashti and Rezk with the right to appoint an Audit Committee Qualified Director whom will be subject to the approval of the remaining members of the Board of Directors.

Subject to the rules of the NYSE, from and after March 12, 2021, each of Mr. Rezk and Mr. Dardashti is entitled to nominate himself to continue to serve on the Board of Directors until such time as he holds less than 5% of our outstanding common stock (or his earlier death or incapacity), and we will include such nominees in our Proxy Materials for each applicable meeting of stockholders and, subject to applicable law and the exercise of fiduciary duties, recommend to our stockholders that each such nominee be elected at such meeting. Mr. Rezk will serve as Chairman of the Board of Directors for so long as he is a director. In the event Mr. Rezk is no longer a director, then Mr. Salehian will serve as the Chairman of the Board of Directors so long as he is a director.

Prior to his appointment on the Board, Mr. Zadesky served on the Company’s Board of Advisors. For his service on the Board of Advisors, the Company granted Mr. Zadesky an equity award of 20,000 RSUs (as adjusted for the Reverse Stock Split).

On March 12, 2021, certain stockholders (the “Sponsor Holders”) of InterPrivate and certain stockholders of Legacy Aeva (together with the Sponsor Holders, the “Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights and Lock-Up Agreement”). Pursuant to the terms of the Registration Rights and Lock-Up Agreement, we are obligated to file a registration statement to register the resale of certain of our securities held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $30 million. The Registration Rights and Lock-Up Agreement also provides the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

The Company has entered into separate indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in our Certificate of Incorporation and the Amended and Restated By-laws.

These agreements, among other things, will require the Company to indemnify our directors and executive officers for certain expenses, including attorneys; fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request. The Company believes that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and the Amended and Restated By-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit the Company and its stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We will be hosting the 2024 Annual Meeting live via the internet on June 21, 2024 at 10:00 a.m. (Pacific time). You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/AEVA2024. You will be able to attend the 2024 Annual Meeting from any location with internet connectivity. You will not be able to attend the 2024 Annual Meeting in person.

Appointing a proxy in response to this solicitation will not affect your right to attend the 2024 Annual Meeting and to vote during the 2024 Annual Meeting. Please note that if you hold your common stock in “street name” (that is, through a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

Stockholders may submit questions and comments before and during the meeting. During the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of procedure. The rules of procedure will be posted on the virtual meeting web portal. To the extent time doesn’t allow us to answer all of the appropriately submitted questions, we will answer them in writing on the investor relations page on our website at https://investors.aeva.com/overview/default.aspx, soon after the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

The Annual Meeting webcast will begin promptly at 10:00 a.m. (Pacific time). We encourage you to access the meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at 9:45 a.m. (Pacific time), and you should allow ample time for the check-in procedures.

We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, then proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned or postponed, then proxies can vote your shares at the adjournment or postponement as well.

No, only the Board-nominated Class III directors are standing for election at this time. Our Class I directors will stand for election at the 2025 Annual Meeting and our Class II directors will stand for election at the 2026 Annual Meeting.

To participate in the meeting, you must have the 16-digit number that is shown on your proxy card or voter instruction form. You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/AEVA2024. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page.

The virtual meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world that has internet connection at little to no cost, while protecting the health and well-being of our stockholders and other participants at the Annual Meeting.

We designed the format of the virtual meeting to ensure that stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

You may vote if you owned shares of our common stock as of April 25, 2024, which is the record date for the Annual Meeting. You are entitled to one vote on each matter presented at the Annual Meeting for each share of common stock that you owned on that date. As of April 25, 2024, we had 52,847,027 shares of common stock outstanding.

As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered to be the stockholder of record with respect to those shares, and we have sent the Proxy Materials directly to you. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote during the live webcast of the Annual Meeting.

Beneficial Owner Stockholders. If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in “street name,” and Proxy Materials will be forwarded to you by your bank, broker, or intermediary (which is considered to be the stockholder of record with respect to those shares). As a beneficial owner, you have the right to direct your bank, broker, or intermediary on how to vote. Your bank, broker, or intermediary has sent you a voting instruction card for you to use in directing the bank, broker, or intermediary regarding how to vote your shares. However, since you are not the stockholder of record, you may not vote these shares during the live webcast of the Annual Meeting.

Broadridge Financial Solutions will tabulate the votes and an independent third party will serve as Inspector of Elections.

If you plan to attend the Annual Meeting, you may vote and submit questions while attending the meeting via live webcast. You will need the 16-digit number included on your proxy card or voter instruction form in order to be able to enter the meeting. Shares held in your name as the stockholder of record may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/AEVA2024 during the meeting.

Telephone and internet proxy voting will close at 11:59 p.m. (Eastern time) on December 17, 2023 (although you may also vote live at the Annual Meeting). Proxies submitted by mail must be received prior to the meeting. Unless you indicate otherwise on your proxy card, the persons named as your proxies will vote your common stock in accordance with the recommendations of the Board.

If your common stock is held in the name of your broker, bank or other nominee, then you should receive separate instructions from the holder of your common stock describing how to vote your common stock.

Even if you plan to attend the Annual Meeting via live webcast, we recommend that you vote your common stock in advance as described above so that your vote will be counted if you later decide not to participate in the virtual Annual Meeting.

If you are a stockholder of record, then your shares will not be voted if you do not provide your proxy, unless you attend the live webcast and vote online during the Annual Meeting.

If (i) you are the beneficial owner of shares held in the name of a broker, trustee or other nominee, (ii) you do not provide that broker, trustee or other nominee with voting instructions, (iii) such person does not have discretionary authority to vote on such proposal, and (iv) you do not attend the live webcast and vote online during the Annual Meeting, then a “broker non-vote” will occur. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters. We expect Proposal 2 (ratify the appointment of our independent registered public accounting firm for 2024) will be considered a routine matter under NYSE rules. We expect the other proposal will not be considered a routine matter under NYSE rules, and without your instructions, your broker cannot vote your shares. For Proposal 1 (election of Class III directors), broker non-votes are not considered “present,” and as such, broker non-votes will not affect the outcome of such proposal.

Holders of a majority in voting power of the stock entitled to vote at the Annual Meeting must be present or represented by proxy to constitute a quorum for the transaction of business at the Annual Meeting. Shares that vote with respect to at least one proposal to be considered at the Annual Meeting, votes to “WITHHOLD” authority on the election of directors, and votes to “ABSTAIN,” broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are counted as present and entitled to vote for purposes of determining a meeting quorum. No business may be conducted at the Annual Meeting if a quorum is not present. Stockholders attending the Annual Meeting through the live webcast will be considered present for the purposes of determining a meeting quorum. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the stockholders present by attendance at the meeting or by proxy may adjourn the meeting, until a quorum is present. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

With respect to Proposal 1, you may vote “FOR” or “WITHHOLD.” Only votes cast “FOR” will be counted in the election of directors. Votes cast to “WITHHOLD” will result in the nominees receiving fewer votes but will not count as a vote against the nominees. A maximum of three directors will be elected at the meeting and, therefore, the three individuals who receive the largest number of votes will be elected as directors. This means that the three nominees receiving the highest number of votes at the Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast.

With respect to Proposals 2, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If you abstain from voting on this matter, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast.

We expect Proposal 2 (ratify the appointment of our independent registered public accounting firm for 2024) will be considered a routine matter under NYSE rules. We expect the other proposal will not be considered a routine matter under NYSE rules, and without your instructions, your broker cannot vote your shares.

Unless you give other instructions on your proxy card, the persons named as proxies on the proxy card will vote in accordance with the recommendations of the Board.

Preliminary voting results will be announced at the 2024 Annual Meeting, and final voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

You can revoke your proxy if your common stock is held in your name by:

If your common stock is held in the name of your broker, bank or other nominee, please follow the voting instructions provided by the holder of your common stock regarding how to revoke your proxy.

Our Board solicits proxies on our behalf, and we will bear the expense of preparing, printing and mailing this Proxy Statement and the proxies we solicit. Proxies may be solicited by mail, telephone, personal contact and electronic means and may also be solicited by directors and officers in person, by the internet, by telephone or by facsimile transmission, without additional remuneration.

We will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward Proxy Materials to the beneficial owners of shares of our stock as of the record date and will reimburse them for the cost of forwarding the Proxy Materials in accordance with customary practice. Your cooperation in promptly voting your shares and submitting your proxy by the internet or telephone, or by completing and returning the enclosed proxy card (if you received your Proxy Materials in the mail), will help to avoid additional expense.

Current copies of our Board’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are published in the Governance Documents section of the investor relations page on our website at https://investors.aeva.com/governance/governance-documents/default.aspx. We are not, however, including the other information contained on or available through our website as a part of, or incorporating such information by reference into, this Proxy Statement.

Householding permits us to mail a single set of Proxy Materials to any household in which two or more different stockholders reside and are members of the same household or in which one stockholder has multiple accounts. If we household materials for future meetings, then only one copy of our Annual Report on Form 10-K and proxy

statement will be sent to multiple stockholders who share the same address and last name, unless we have received contrary instructions from one or more of those stockholders. In addition, we have been notified that certain intermediaries (i.e., brokers, banks or other nominees) will household Proxy Materials for the Annual Meeting. If you wish to receive a separate copy of the Annual Report on Form 10-K and proxy statement or of future annual reports and proxy statements, then you may contact our investor relations department by (i) mail at Aeva Technologies, Inc., Attention: Investor Relations, 555 Ellis Street, Mountain View, California 94043, or (ii) e-mail at [email protected]. You can also contact your broker, bank or other nominee to make a similar request. If we did not household your Proxy Materials for the 2024 Annual Meeting but you would like us to do so in the future, please contact our investor relations department by mail, telephone or email as listed above.

The Audit Committee Report and the disclosure under the heading of “Pay versus Performance Information” contained herein shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference therein. In addition, we are not including any information contained on or available through our corporate website or any other website that we may maintain as part of, or incorporating such information by reference into, this Proxy Statement.

Continental Stock Transfer & Trust Company (CST) is the transfer agent for the common stock of Aeva Technologies, Inc. CST can be reached at 917.262.2373 or via email at [email protected]. You should contact CST if you are a registered stockholder and have a question about your account or if you would like to report a change in your name or address. CST can also be contacted as follows:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004