PROPOSAL 1: ELECT CLASS
I DIRECTORIII DIRECTORSOur business and affairs are managed under the direction of our Board. As of the date of this Proxy Statement, our Board consists of fiveseven directors. On September 26, 2022, the Board increased the size of the Board to nine directors. Also on September 26, 2022, the Board appointed Erin Polek as a Class I director and Christopher Eberle as a Class III director, in each case, such Board appointment effective November 11, 2022. On September 29, 2022, the Board appointed Stephen Zadesky to serve as a Class II director, such Board appointment effective November 11, 2022. Ms. Polek was appointed as a member of the Audit Committee (effective November 11, 2022) and Mr. Eberle was appointed as a member of the Compensation Committee (effective November 11, 2022).
Our Second Amended and Restated Certificate of Incorporation (as amended, and restated certificateour “Certificate of incorporationIncorporation”) 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.
Ahmed Fattouh,Our Board has nominated Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle for election as Class III Directors with a Class I director as of the date of this Proxy Statement, is not seeking re-election and histhree-year term will expireexpiring at the conclusion of the2027 Annual Meeting.
Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for Erin Polek.Soroush Salehian Dardashti, Mina Rezk and Christopher Eberle. If, for any reason, at the time of election theany nominee named should decline or be unable to accept herhis 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 nomineenominees 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 October 4, 2022.
Nominee for Election to the Board of Directors for a Three-Year Term Expiring at the 2025 Annual Meeting
Erin L. Polek, 48. Erin Polek is expected to begin service as a Director of the Company on November 11, 2022. Ms. Polek has been Senior Vice President, Corporate Controller and Chief Accounting Officer of QUALCOMM Incorporated (“Qualcomm”), a global leader in the development of foundational technologies used in mobile devices and other wireless products, since December 2018. Ms. Polek’s principal responsibilities at Qualcomm include 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.
Members of the Board of Directors Continuing in Office for a Term Expiring at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”)
Shahin Farshchi, 43. Shahin Farshchi serves as a Director of the Company. Mr. Farshchi served as a member of Legacy Aeva’s Board of Directors from its inception in December 2016 till the Closing of the merger, and has served on our Board of Directors since its inception in March 2021. Mr. Farshchi serves as a partner at Lux Capital, a venture capital firm he joined in 2006. Mr. Farshchi currently serves on the board of directors of numerous private companies. Mr. Farshchi holds a Bachelor of Science in Electrical Engineering and Computer Science from The University of California, Berkeley, a Master of Science degree, and a Doctor of Philosophy from the University of California, Los Angeles. We believe Mr. Farshchi is well-qualified to serve on our Board of Directors due to his extensive experience in identifying, investing in and building next-generation technologies and companies.
Hrach Simonian, 39. 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 till the Closing of the merger, and has served on our Board of Directors since its inception in 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.