aur-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12


AURORA INNOVATION, INC.
(Name of Registrant as Specified in its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required.

o Fee paid previously with preliminary materials.

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

1654 Smallman Street

Pittsburgh, Pennsylvania 15222

(888) 583-9506

April 2, 2026

Dear Fellow Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Aurora Innovation, Inc., to be held on May 21, 2026 at 1:00 p.m., Eastern Time. The 2026 annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/AUR2026.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the internet, telephone or mail.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Aurora.

Sincerely,

Chris Urmson

Co-Founder, Chief Executive Officer and Chairman

AURORA INNOVATION, INC.

1654 Smallman Street

Pittsburgh, Pennsylvania 15222

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Time and Date			1:00 p.m., Eastern Time, on May 21, 2026

Virtual Location			The annual meeting of stockholders of Aurora Innovation, Inc. (the “Company”) will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/AUR2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. You will need to have your 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the annual meeting.

Items of Business			•To elect Gloria Boyland, Michelangelo Volpi, and Lara Caimi as Class II directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier resignation, removal or death. •To approve, on an advisory basis, the compensation of our named executive officers. •To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. •To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Record Date			Close of business on March 23, 2026 Only stockholders of record as of the close of business on March 23, 2026 are entitled to notice of and to vote at the annual meeting. A list of stockholders of record will be available for inspection by stockholders of record during normal business hours for a period of ten days ending on the day before the annual meeting for any purpose germane to the meeting at our corporate headquarters at 1654 Smallman Street, Pittsburgh, Pennsylvania 15222. For access to the stockholder list, please contact us at notices@aurora.tech.

Availability of Proxy Materials			The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 2, 2026 to all stockholders entitled to vote at the annual meeting as of the record date. The proxy materials and our annual report can be accessed on or about April 2, 2026 by visiting www.proxyvote.com.

Voting			Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the internet, telephone or mail as soon as possible.


			By order of the Board of Directors,

			Shelley Webb
			Chief Legal Officer
			Pittsburgh, Pennsylvania
			April 2, 2026


QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		8
	Composition of the Board	8
	Nominees for Director	8
	Continuing Directors	9
	Director Independence	11
	Board Leadership Structure	11
	Role of Board in Risk Oversight Process	12
	Corporate Social Responsibility	12
	Board Committees	13
	Attendance at Board and Stockholder Meetings	14
	Executive Sessions of Non-Employee Directors	15
	Compensation Committee Interlocks and Insider Participation	15
	Considerations in Evaluating Director Nominees	15
	Stockholder Recommendations and Nominations to our Board of Directors	16
	Communications with the Board of Directors	16
	Insider Trading Policy	17
	Policy Prohibiting Hedging or Pledging of Securities	17
	Corporate Governance Guidelines and Code of Conduct and Ethics	17
	Director Compensation	18
PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS		20
	Nominees	20
	Vote Required	20
	Board Recommendation	20
PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		21
	Vote Required	21
	Board Recommendation	21
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		22
	Fees Paid to the Independent Registered Public Accounting Firm	22
	Auditor Independence	22
	Audit Committee Policy on Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm	23
	Vote Required	23
	Board Recommendation	23
REPORT OF THE AUDIT COMMITTEE		24
EXECUTIVE OFFICERS		25
EXECUTIVE COMPENSATION		26
	Compensation Discussion and Analysis	26
	Compensation Risk Assessment	37
	Compensation Committee Report	38
	Summary Compensation Table for Fiscal Year 2025	39
	Grants of Plan-Based Awards for Fiscal Year 2025	40
	Outstanding Equity Awards at 2025 Year-End	41
	Option Exercises and Stock Vested at 2025 Year-End	42
	Pension Benefit and Nonqualified Deferred Compensation Plan	42


	Potential Payments upon Termination or Change in Control	42
	Pay versus Performance	44
	CEO Pay Ratio	47
EQUITY COMPENSATION PLAN INFORMATION		49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		50
RELATED PERSON TRANSACTIONS		53
	Agreements with Employees, Directors and Officers	53
	Director and Officer Indemnification	53
	Other Related Person Transactions	54
	Policies and Procedures for Related Person Transactions	55
OTHER MATTERS		56
	Stockholder Proposals or Director Nominations for 2027 Annual Meeting	56
	Availability of Bylaws	56
	Delinquent Section 16(a) Reports	56
	2025 Annual Report	57


Position						Annual Cash Retainer ($)
Base Director Fee						60,000
Additional Chairperson Fee
Chair of the Audit Committee						25,000
Chair of the Compensation Committee						20,000
Chair of the Nominating and Corporate Governance Committee						10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Brittany Bagley	85,000(2)	192,206	277,206
Claire D’Oyly-Hughes Johnson(3)	60,000	192,206	252,206
Gloria Boyland	60,000	192,206	252,206
Reid Hoffman	70,000	192,206	262,206
Shailen Bhatt	60,000	192,206	252,206
John Donahoe(4)	36,593	386,325	422,918
Michelangelo Volpi(5)	—	—	—
David Wehner(6)	—	—	—


Name						Number of Shares Underlying Outstanding Stock Awards
Brittany Bagley						31,875
Claire D’Oyly-Hughes Johnson(1)						31,875
Gloria Boyland						77,973
Reid Hoffman						31,875
Shailen Bhatt						53,379
John Donahoe						63,750
David Wehner(2)						0


	Fiscal Year Ended
	2025 ($)	2024 ($)
Audit Fees(1)	650,000	600,000
Audit Related Fees(2)	375,000	125,000
Tax Fees(3)	94,000	94,100
All Other Fees(4)	2,000	2,000
Total Fees	1,121,000	821,100


What We Do						What We Don’t Do
✔ 100% of directors on our compensation committee are independent						✘ No defined benefit pension plans or supplemental retirement plans
✔ Retain an independent compensation advisor who advises the compensation committee						✘ No pledging of our stock by directors or executive officers
✔ A significant portion of compensation for named executive officers is at-risk and based on our stock price performance						✘ No short sales, hedging or margin accounts
✔ Annual review of named executive officer compensation and competitive market data						✘ No excise tax gross-ups upon a change in control or otherwise
✔ Double-trigger change in control arrangements						✘ No guaranteed bonuses
✔ Assess the risk-reward balance of our compensation programs to mitigate undue risks						✘ No excessive perquisites
✔ Performance-based compensation is subject to our clawback policy						✘ No dividends or dividend equivalents paid in respect of unvested restricted stock unit awards


Component						Objective and Description

Base Salary						Base salary is a customary, fixed element of compensation intended to attract and retain our executives, including our named executive officers, and compensate them for their day-to-day efforts. Our compensation committee reviews base salary every year, as well as at the time of a promotion or other change in responsibilities, and considers each executive’s performance, prior base salary level, competitive market data, breadth of role and other factors described in the “Compensation Setting Process-Role of Compensation Committee” section above.

Incentive Compensation Program						We structure our incentive compensation opportunities (either in cash or equity) under our Employee Incentive Compensation Plan to focus on the achievement of specific product milestones or corporate strategic objectives and personal performance that will further our longer-term growth objectives and align the interests of our executive officers with those of our stockholders.

Long-Term Incentive Equity Awards						We use equity awards to incentivize and reward our executives (including our named executive officers) for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our executives with those of our stockholders. We grant full value awards in shares of our Class A common stock under the annual refresh equity program, including restricted stock units, and may from time to time, grant additional equity awards in the form of stock options covering shares of our Class A common stock.


Name	2024 Base Salary ($)	2025 Base Salary ($)	% change from 2024
Chris Urmson	400,000	500,000	25.00	%
David Maday	525,000	550,000	4.76	%
Ossa Fisher	520,000	530,000	1.92	%
Shelley Webb	—	450,000	—	%
Nolan Shenai(1)	425,000	—	—	%


	2024-2025 Equity Bonus Program
Name	Target ($)	Approved ($)	Grant Date Fair Value($)(1)	# of Restricted Stock Units(2)
Chris Urmson	160,000	160,000	168,081	26,059
David Maday	207,924	270,000	283,632	43,974
Ossa Fisher	206,339	205,000	215,353	33,388
Shelley Webb(3)	—	—	—	—
Nolan Shenai(4)	—	—	—	—


	2025 Cash Bonus Program
Name	Target ($)	Approved ($)(1)
Chris Urmson	231,800	231,800
David Maday	218,000	275,000
Ossa Fisher	211,200	220,000
Shelley Webb(2)	163,300	180,000
Nolan Shenai(3)	—	—


Name						Number of Restricted Stock Units
Chris Urmson						—
David Maday						555,633
Ossa Fisher						277,817
Shelley Webb(1)						—
Nolan Shenai(2)						—


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)	Total ($)
Chris Urmson	2025	479,167	—	168,081	—	231,800	—	879,048
Chief Executive Officer	2024	403,077	—	—	—	–	—	403,077
	2023	400,000	—	–	—	287,462	—	687,462
David Maday	2025	544,792	—	4,528,668	1,773,510	275,000	—	7,121,970
Chief Financial Officer	2024	523,750	—	628,573	342,572	—	—	1,494,895
	2023	481,096	—	1,694,500	930,222	439,515	—	3,545,333
Ossa Fisher	2025	527,917	—	2,337,874	—	220,000	—	3,085,791
President	2024	519,769	—	314,288	171,287	—	—	1,005,344
	2023	432,692	—	2,840,000	1,612,000	160,000	—	5,044,692
Shelley Webb(4) Chief Legal Officer	2025	412,500	—	8,279,782	—	180,000	—	8,872,282
Nolan Shenai(5)	2025	6,538	—	—	—	—	—	6,538
Former General Counsel and Secretary	2024	422,983	—	628,573	342,572	—	—	1,394,128
	2023	400,000	—	113,600	61,768	326,622	—	901,990


Name(1)	Grant Date	Estimated future payouts under non-equity incentive plan			All Other Stock Awards: Number of shares of stock or units (#)	All Other Stock Awards: Number of shares of stock underlying options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(6)
		Threshold ($)	Target ($)(2)	Maximum ($)
Chris Urmson
2025 Cash Bonus(2)	—	—	231,800	—	—	—	—	—
2024-2025 Equity Bonus(3)	4/23/2025	—	—	—	26,059	—	—	168,081
David Maday
2025 Cash Bonus(2)	—	—	218,000	—	—	—	—	—
Stock Options(4)	3/24/2025	—	—	—	—	300,000	7.64	1,773,510
Restricted Stock Units(4)	3/24/2025	—	—	—	555,633	—	—	4,245,036
2024-2025 Equity Bonus(3)	4/23/2025	—	—	—	43,974	—	—	283,632
Ossa Fisher
2025 Cash Bonus(2)	—	—	211,200	—	—	—	—	—
Restricted Stock Units(4)	3/24/2025	—	—	—	277,817	—	—	2,122,522
2024-2025 Equity Bonus(3)	4/23/2025	—	—	—	33,388	—	—	215,353
Shelley Webb(5)
2025 Cash Bonus(2)	—	—	163,300		—	—	—	—
Restricted Stock Units(4)	2/18/2025	—	—		874,317	—	—	8,279,782


	Option Awards							Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(12)
Chris Urmson	—	—		—		—	—	—		—
David Maday	2/1/2021	716,377	(1)	—		3.67	2/1/2031	—		—
	8/9/2022	109,052	(1)	—		2.44	8/9/2032	—		—
	3/8/2023	100,000	(1)	—		1.42	3/8/2033	—		—
	6/14/2023	125,000	(1)	—		2.07	6/14/2033	—		—
	6/14/2023	500,000	(1)	—		2.07	6/14/2033	—		—
	6/14/2023	—		125,000	(2)	2.07	6/14/2033	—		—
	3/8/2024	130,952	(3)	154,763	(3)	2.20	3/8/2034	—		—
	3/24/2025	—		300,000	(4)	7.64	3/24/2035	—		—
	3/15/2022	—		—		—	—	3,097	(5)	11,892
	6/14/2023	—		—		—	—	125,000	(6)	480,000
	3/8/2024	—		—		—	—	160,715	(7)	617,146
	3/24/2025	—		—		—	—	451,452	(8)	1,733,576
Ossa Fisher	3/8/2023	1,416,666	(9)	583,334	(9)	1.42	3/8/2033	—		—
	3/8/2024	65,476	(3)	77,382	(3)	2.20	3/8/2034	—		—
	3/8/2023	—		—		—	—	625,000	(10)	2,400,000
	3/8/2024	—		—		—	—	80,358	(7)	308,575
	3/24/2025	—		—		—	—	225,727	(8)	866,792
Shelley Webb	2/18/2025	—		—		—	—	710,383	(11)	2,727,871
Nolan Shenai(13)	—	—		—		—	—	—		—

SEC Form DEF 14A filed by Aurora Innovation Inc.