Rivian gives RJ Scaringe a new pay package worth up to $5B

Rivian has given its founder and CEO RJ Scaringe a new performance-based stock award that could ultimately be worth around $5 billion if all the underlying goals are met, according to a new filing.

Scaringe’s salary is also being doubled to $2 million per year, and he was given a 10% stake in Rivian’s newest spinout Mind Robotics, the filing shows.

The announcement comes just one day after Tesla shareholders voted to approve a compensation package for its CEO Elon Musk that could be worth $1 trillion — the largest in corporate history.

Unlike Musk’s pay package, Scaringe’s isn’t subject to a shareholder vote. The compensation committee on Rivian’s board of directors has canceled a similar-sized performance award given to Scaringe in 2021 as part of a company-wide equity incentive plan adopted that year. The new award is being issued under the same, already-approved 2021 equity incentive plan.

The committee decided to cancel the 2021 performance award in part because of the “unlikeliness” that Scaringe could reach the goals required. The 2021 award consisted of 20,355,946 stock options that vested in part based on stock price increases. Six years past the grant date, if Rivian’s share price passed $110, $150, $220, and $295, Scaringe would be able to purchase the stock options in corresponding tranches for just $21.72.

Rivian’s stock shot up to around $129 following its IPO in November 2021. But it fell to around $30 over the next six months, and has spent the last few years typically trading between $10 and $20. This has made it harder for Scaringe to access even part of the 2021 award, let alone the total value of around $6 billion, according to the company. (Scaringe was awarded another 6.8 million stock options that simply vest over time in the 2021 award that were not tied to performance, and the company says those have not been canceled.)

In the filing, Rivian wrote that this created a “lack of incentive.” So the compensation committee decided to replace the old award with this new one.

“Following a review, and input from an independent compensation consultant, the Compensation Committee cancelled our CEO’s 2021 Performance Grant and issued a new performance stock option and increased our CEO’s base salary,” Rivian said in a statement to TechCrunch. “This new award is designed to retain and incentivize RJ to execute on the Company’s critical next phase as it progresses its technology roadmap and launches R2.”

Similar to how Tesla pitched its new award to Musk, Rivian also said the performance grant to Scaringe is “structured in such a way that ensures the options only vest should the company deliver significant value to our shareholders.” The company pointed out that Scaringe won’t see $1 from the award before he helps add $32 billion in value to Rivian, and that shareholders will see “$153 billion of value creation” if he hits all milestones.

The maximum amount of shares available to Scaringe under new performance award is 36,500,000. He has 10 years to hit milestones that unlock the full amount, and if he does, he would own an additional 3% of the company. (Scaringe currently owns about 1% of Rivian, down from around 2% earlier this year after he transferred a portion of his holdings to his ex-wife as part of their divorce settlement, as TechCrunch first reported.)

A majority of those stock options — 22 million — is tied to new stock price hurdles. Scaringe will earn 2 million shares once Rivian’s stock hits $40, and then another 2 million shares for every $10 increase up to a stock price of $140.

The remaining 14,500,000 stock options are locked away until Rivian reaches certain adjusted operating income and cash flow targets. Scaringe will have to pay a strike price of $15.22 per share to exercise these options — a possible total of around $555 million.