DEF 14A 1 brhc20052048_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☑	Definitive Proxy Statement

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☐	Soliciting Material under §240.14a-12

Archer Aviation Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



ADAM GOLDSTEIN Co-Founder & Chief Executive Officer TO OUR STOCKHOLDERS:	Your vote is important. Whether or not you plan to attend the annual meeting, please cast your vote as soon as possible by internet, telephone, or by mail.
You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Archer Aviation Inc., which will be held virtually at www.virtualshareholdermeeting.com/ACHR2023 on Friday, June 23, 2023, 12:00 p.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. We believe that a virtual stockholder meeting provides greater access to those who wish to attend, lowers costs, and aligns with our broader sustainability goals and therefore we have chosen this format over an in-person meeting. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement (the “Proxy Statement”). The Annual Meeting materials include the Notice, the Proxy Statement, our annual report, and proxy card. Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.
Sincerely, IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 23, 2023 AT 12:00 P.M. PACIFIC TIME. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM. THIS NOTICE OF THE ANNUAL MEETING, PROXY STATEMENT, AND FORM OF PROXY ARE BEING DISTRIBUTED AND MADE AVAILABLE ON OR ABOUT APRIL 28, 2023.

Notice of Annual Meeting of Stockholders

TIME & DATE

Friday, June 23, 2023, 12:00 p.m. Pacific Time

PLACE

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Archer Aviation Inc., which will be held virtually at www.virtualshareholdermeeting.com/ACHR2023. We believe that a virtual stockholder meeting provides greater access to those who wish to attend, and therefore we have chosen this format over an in-person meeting. This approach also lowers costs and aligns with our broader sustainability goals. You will not be able to attend the Annual Meeting in person.

ITEMS OF BUSINESS

Elect certain directors of Archer Aviation Inc., each to serve a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified.

Approve the issuance of Class A common stock pursuant to the Stellantis Forward Purchase Agreement and the Stellantis Warrant Agreement, in accordance with the listing rules of the New York Stock Exchange.

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

RECORD DATE

Only stockholders of record at the close of business on April 24, 2023, are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments thereof.

PROXY VOTING

Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you should contact your broker or, alternatively, if you do not hold shares through a broker, you may contact us at legal@archer.com, or our transfer agent, Continental Stock Transfer & Trust Company, through its website at https://continentalstock.com, by phone at (212) 509-4000, or by e-mail at cstmail@continentalstock.com.

This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 28, 2023. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR SIGNED AND DATED PROXY CARD BY MAIL AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.

By Order of the Board of Directors,

ANDREW MISSAN

Chief Legal Officer and Secretary

2023 Proxy Statement

PROXY SUMMARY	5
INFORMATION ABOUT SOLICITATION AND VOTING	9
INTERNET AVAILABILITY OF PROXY MATERIALS	9
GENERAL INFORMATION ABOUT THE MEETING	9
CORPORATE GOVERNANCE	14
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS	21
PROPOSAL NO. 1 - ELECTION OF CERTAIN DIRECTORS	23
PROPOSAL NO. 2 - APPROVAL OF ISSUANCE OF CLASS A COMMON STOCK PURSUANT TO THE STELLANTIS FORWARD PURCHASE AGREEMENT AND THE STELLANTIS WARRANT AGREEMENT	32
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	35
REPORT OF THE AUDIT COMMITTEE	38
EXECUTIVE OFFICERS	39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	41
EXECUTIVE COMPENSATION	44
EQUITY COMPENSATION PLAN INFORMATION	49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	50
ADDITIONAL INFORMATION	54
OTHER MATTERS	55

MEETING DATE	RECORD DATE	MEETING TIME	VIRTUAL MEETING ACCESS
Friday, June 23, 2023	Monday, April 24, 2023	12:00 p.m. Pacific Time	www.virtualshareholdermeeting.com/ACHR2023 using your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card

VIA THE INTERNET	CALL TOLL FREE	MAIL SIGNED AND DATED PROXY CARD
www.proxyvote.com	Follow instructions shown on proxy card	If you received paper materials, mail to: Vote Processing, c/o Broadridge Financial Solutions, Inc. 51 Mercedes Way, Edgewood, New York 11717

PROPOSAL		BOARD RECOMMENDATION	PAGE REFERENCE
Proposal 1	Election of directors named in this Proxy Statement	For All Nominees	23
Proposal 2	Approval of issuance of Class A common stock pursuant to the Stellantis Forward Purchase Agreement and the Stellantis Warrant Agreement	For	32
Proposal 3	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	For	35

Our Board of Directors and Nominees


ADAM GOLDSTEIN Co-Founder, CEO & Director AGE: 43 SINCE: September 2021	DEBORAH DIAZ Director, Chairperson, Nominating and Corporate Governance Committee and Member of the Audit Committee AGE: 65 SINCE: September 2021	FRED M. DIAZ Lead Independent Director, Chairperson, Compensation Committee and Member of the Audit Committee AGE: 57 SINCE: September 2021	OSCAR MUNOZ Director, Member of the Compensation Committee AGE: 64 SINCE: September 2021



BARBARA PILARSKI Director, Member of the Nominating and Corporate Governance Committee (Nominee for re-election) AGE: 59 SINCE: January 2022	MARIA PINELLI Director, Chairperson, Audit Committee and Member of the Compensation Committee (Nominee for re-election) AGE: 60 SINCE: September 2021	MICHAEL SPELLACY Director, Member of the Nominating and Corporate Governance Committee (Nominee for re-election) AGE: 51 SINCE: September 2021

PROPOSAL		BOARD RECOMMENDATION	PAGE REFERENCE
Proposal 1	Election of directors named in this Proxy Statement	For All Nominees	23

VIA THE INTERNET	CALL TOLL FREE	MAIL SIGNED PROXY CARD
You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ACHR2023, where stockholders may vote and submit questions during the meeting. The meeting starts at 12:00 p.m. Pacific Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.	You may vote by telephone—in order to do so, please follow the instructions shown on your Notice of Internet Availability of Proxy Materials or proxy card.	You may vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign, and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.

NAME	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Deborah Diaz
Fred M. Diaz
Oscar Munoz
Barbara Pilarski
Maria Pinelli
Michael Spellacy
Number of meetings	9	7	4

NAME	AGE	POSITION	DIRECTOR SINCE
Barbara Pilarski⁽¹⁾	59	Director	January 2022
Maria Pinelli⁽²⁾⁽³⁾	60	Director	September 2021
Michael Spellacy⁽¹⁾	51	Director	September 2021



BARBARA PILARSKI DIRECTOR AGE: 59 DIRECTOR SINCE: January 2022 COMMITTEES: Nominating and Corporate Governance	Ms. Pilarski has served as a member of our board of directors since January 2022. Ms. Pilarski currently serves as Global Head of Business Development at Stellantis, a position she has occupied since March 2021. Prior to joining Stellantis, Ms. Pilarski was employed at FCA US LLC (“FCA”) since 2009, having served as Head of Business Development for the North America region from March 2019 to February 2021, Head of Human Resources for the North America region from September 2017 to March 2019, and Head of Business Development for the North America region from June 2009 to September 2017. Prior to her employment at FCA, Ms. Pilarski served in various business development and finance positions within Chrysler LLC, DaimlerChrysler Corporation, and Chrysler Corporation since September 1985. Ms. Pilarski is the Executive Sponsor of the Stellantis Women’s Business Resource Group, which is dedicated to pursuing the professional development and advancement of female employees. SKILLS & EXPERIENCE Ms. Pilarski has a B.S. in Business Administration from Wayne State University and an M.B.A. from the University of Michigan. We believe that Ms. Pilarski’s leadership and business development roles at international companies and extensive experience in transportation and manufacturing qualify her to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS – None

MARIA PINELLI DIRECTOR AGE: 60 DIRECTOR SINCE: September 2021 COMMITTEES: Audit (Chair) Compensation	Ms. Pinelli has served as a member of our board of directors since September 2021. Ms. Pinelli has served as the Chief Executive Officer of Strategic Growth Advisors, LLC since December 2020. From July 2017 to December 2020, Ms. Pinelli led Ernst & Young LLP’s (“EY”) Consumer Products and Retail sector based in the U.S. Southeast. From July 2011 to June 2017, Ms. Pinelli was a Global Vice Chair of EY and led EY’s Global Strategic Growth Business unit with a focus on serving entrepreneurs, private and public companies poised for exponential growth. During the same period, she also served as EY’s Global IPO Leader, helping clients prepare for the public markets including initial public offering readiness, Sarbanes-Oxley Act compliance and how to manage stakeholder expectations. Prior to leading this global business of EY, Ms. Pinelli was EY’s Americas Director of Strategic Growth Markets from 2006 to 2011. She has led more than 20 IPOs in four different countries, more than 25 M&A transactions worldwide and speaks fluently on the capital markets, and has testified as an expert before the U.S. Financial Services Committee. SKILLS & EXPERIENCE Ms. Pinelli holds a B.Com. in Commerce from McMaster University and is a qualified public accountant in the United Kingdom and Canada. We believe that Ms. Pinelli is well-qualified to serve on our board due her previous international business and leadership roles, professional experience in the areas of finance, accounting, and audit oversight and her extensive experience in advising growth companies. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS – Globant S.A. – International Game Technology PLC




MICHAEL SPELLACY DIRECTOR AGE: 51 DIRECTOR SINCE: September 2021 COMMITTEES: Nominating and Corporate Governance	Mr. Spellacy has served as a member of our board of directors since September 2021. Mr. Spellacy was appointed Atlas Crest Investment Corp.’s Chief Executive Officer on October 2, 2020, and a director on October 14, 2020. Mr. Spellacy is also the Chief Executive Officer and a director of Atlas Crest Investment Corp. II and a director of Enfusion, Inc. Mr. Spellacy has extensive experience in technology, data and analytics, capital markets and private equity and has worked as an investor, investment banker and consultant. Most recently, Mr. Spellacy was a Senior Managing Director at Accenture plc (“Accenture”) from September 2018 to October 2020 and Global Industry Leader of Accenture Capital Markets from December 2017 to August 2018 while overseeing Accenture’s Asset Management, Wealth Management and Investment and Trading businesses. Mr. Spellacy began his role at Accenture in 2017. Prior to Accenture, Mr. Spellacy was a Senior Partner, Asset and Wealth Management, at PricewaterhouseCoopers LLP from 2015 to 2017 and prior to that role, Mr. Spellacy was a Partner at Broadhaven Capital, an industry leading independent investment bank and private equity investor servicing the financial services and technology sectors from 2013 to 2015. Prior to Broadhaven, Mr. Spellacy was a Senior Executive, Management Committee Advisor at Bridgewater Associates, a widely recognized asset manager from 2009 to 2013. Prior to Bridgewater, Mr. Spellacy was a Partner and Managing Director at the Boston Consulting Group from 2003 to 2009 where he helped guide the firm’s global Alternative Investments Practice providing strategic business advisory services to global asset managers, sovereign wealth funds and asset owners. SKILLS & EXPERIENCE Mr. Spellacy received his B.S. in Economics from the London School of Economics and MBA from the University of Hartford. We believe that Mr. Spellacy’s deep investing and capital markets expertise and extensive management experience qualify him to serve on our board. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS – Atlas Crest Investment Corp. II – Enfusion, Inc.

NAME	FEES EARNED OR PAID IN CASH ($)(1)	STOCK AWARDS ($)(2)	TOTAL ($)
Deborah Diaz	158,000	199,997	357,997
Fred M. Diaz	204,722	199,997	404,719
Oscar Munoz	146,000	199,997	345,997
Barbara Pilarski (3)	—	—	—
Maria Pinelli	161,000	199,997	360,997
Michael Spellacy	144,000	199,997	343,997

NAME	NUMBER OF SHARES UNDERLYING RSUS GRANTED IN 2022 (1)	NUMBER OF SHARES UNDERLYING UNVESTED RSUS HELD AT FISCAL YEAR END
Deborah Diaz(2)	48,661	48,661
Fred M. Diaz(2)	48,661	48,661
Oscar Munoz(3)	48,661	48,661
Barbara Pilarski	—	—
Maria Pinelli	48,661	48,661
Michael Spellacy	48,661	48,661

	FISCAL YEAR ENDED 12/31/22 ($)	FISCAL YEAR ENDED 12/31/21 ($)
Audit Fees (1)	1,379,780	2,633,837
Audit Related Fees (2)	—	—
Tax Fees (3)	—	—
All Other Fees (4)	2,900	—
Total Fees	1,382,680	2,633,837

NAME OF BENEFICIAL OWNER	CLASS A		CLASS B		% OF TOTAL VOTING POWER
OTHER 5% OR GREATER STOCKHOLDERS (1)	SHARES	%	SHARES	%	% OF TOTAL VOTING POWER
Marc Lore (2)	28,086,358	15.20	-	*	3.46
BlackRock, Inc. (3)	11,376,085	6.16	-	*	1.40
NAMED EXECUTIVE OFFICER & DIRECTORS
Adam Goldstein (4)	139,526	*	34,217,931	54.61	42.20
Brett Adcock (5)	-	*	27,215,625	43.44	33.55
Mark Mesler (6)	317,235	*	-	*	*
Tosha Perkins (7)	187,108	*	-	*	*
Deborah Diaz (8)	22,389	*	-	*	*
Fred M. Diaz (9)	52,711	*	-	*	*
Oscar Munoz (10)	277,824	*	-	*	*
Barbara Pilarski	-	*	-	*	*
Maria Pinelli (11)	20,033	*	-	*	*
Michael Spellacy (12)	2,888,348	1.55	-	*	*
All Current Executive Officers & Directors as a Group (12 Persons) (13)	5,777,198	3.10	61,433,556	98.05	76.31

NAME AND PRINCIPAL POSITION	FISCAL YEAR	SALARY ($)	BONUS ($)(1)	STOCK AWARDS ($)(2)	ALL OTHER COMPENSATION ($)(3)	TOTAL ($)
Adam Goldstein (CEO)	2022	600,000	600,000	—	—	1,200,000
	2021	458,333	300,000	145,567,104	—	146,325,437
Mark Mesler (CFO)(4)	2022	450,758	223,573	5,328,217	13,500	6,016,048
Tosha Perkins (Chief People Officer)(5)	2022	500,000	249,250	2,087,606	—	2,836,856
Brett Adcock (Former Co-CEO)(6)	2022	175,000	—	—	4,671,372	4,846,372
	2021	458,333	300,000	145,567,104	—	146,325,437

			OPTION AWARDS					STOCK AWARDS
Name		Grant Date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Adam Goldstein	(1)	9/16/2021	-	-	-	-	-	-	-	15,006,918	28,062,937(2)
	(3)	11/3/2020	-	-	-	0.15	11/2/2030	610,245	1,141,158	-	-
Mark Mesler	(4)	4/11/2022	-	-	-	-	-	1,325,427	2,478,548	-	-
Tosha Perkins	(5)	4/11/2022	-	-	-	-	-	519,305	971,100	-	-
	(6)	12/8/2021	-	-	-	-	-	175,000	327,250	-	-
Brett Adcock	(1)	9/16/2021	-	-	-	-	-	-	-	15,006,918	28,062,937(2)

PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING SECURITIES (#)	WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS ($)(1)	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN(A))(#)
	(a)	(b)	(c)
Equity compensation plans approved by security holders (2)	46,150,381(3)	0.12	22,537,591(4)
Equity compensation plans not approved by security holders	—	—	—
Total	46,150,381	0.12	22,537,591

SEC Form DEF 14A filed by Archer Aviation Inc.