Independent
Tenure on this board
4.3 yrs
2 nominees · 4 ballot items.
Four proposals: elect two Class II directors; approve redomestication to Texas by conversion; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; and an advisory (non-binding) vote to approve named executive officer compensation.
Elect two Class II director nominees (Barbara Pilarski and Maria Pinelli) each for a three-year term expiring in 2029.
Approve the conversion of Archer Aviation Inc. from a Delaware corporation to a Texas corporation (redomestication) and adoption of Texas charter and bylaws.
This management proposal asks shareholders to approve a statutory conversion (redomestication) of Archer from Delaware to Texas and to adopt Texas governing documents. Management and the nominating and corporate governance committee undertook multi‑year diligence considering Delaware court developments, the DGCL amendments, and the Texas Business Organizations Code amendments (which codify the business judgment rule and allow certain procedural shields). Management contends Texas offers a more code‑based, predictable regime for boards and reduces perceived opportunistic litigation risk via limits on derivative suits, books-and-records access and attorney-fee awards in disclosure-only settlements. The Board also highlights operational ties to Texas (e.g., planned air taxi deployments and collaboration with the Texas Department of Transportation) and potential franchise tax savings versus Delaware. The Plan of Conversion is structured to preserve stockholder economic interests and corporate operations, carrying forward existing equity awards, contracts and securities without the need to exchange certificates. Risks the Board disclosed include lesser precedent in Texas courts, potential investor perception effects, and transaction and litigation costs; the Board reserved the right to abandon the redomestication prior to effectiveness. The Board unanimously recommends a FOR vote, arguing the governance clarity, business-friendly environment, and alignment with the Company’s operational footprint provide long‑term benefits outweighing the risks and costs.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve, on a say-on-pay basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non‑binding advisory vote on the compensation of named executive officers as disclosed in the proxy. Management frames the program around three principles: pay-for-performance, long‑term alignment with shareholders via a mix of RSUs and PSUs (Relative TSR‑based PSUs), and retention through time‑vested awards. The 2025 program used corporate milestones (certification, commercialization, production, flight test and financial discipline) and individual performance to determine annual cash bonuses, and the Compensation Committee employed third‑party market benchmarking and peer data in structuring total remuneration. Management points to a high proportion of at‑risk, equity‑based pay—PSUs with vesting tied to 12/24/36‑month Relative TSR and caps to avoid payouts when absolute TSR is negative—as key governance features that align executives with stockholders. The committee also responded to prior say‑on‑pay feedback by increasing transparency, adjusting bonus weightings for 2026, and refining performance disclosure. While advisory, the Board and committee state they will consider the vote’s outcome in future compensation decisions; shareholders should evaluate both the incentive design and disclosed outcomes, including PSU design, potential dilution, and whether disclosed payout decisions appropriately reflect long‑term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 5.7% | 43,644,580 | $226M |
| 2 | ARK Investment Management LLC | 4.9% | 37,437,062 | $194M |
| 3 | BlackRock, Inc. | 4.3% | 32,623,460 | $169M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 24,545,543 | $127M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.0% | 23,073,534 | $119M |
| 6 | BlackRock, Inc. | 2.4% | 18,592,791 | $96M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 12,499,515 | $65M |
| 8 | Sumitomo Mitsui Trust Group, Inc. | 1.0% | 7,651,742 | $40M |
| 9 | Amova Asset Management Americas, Inc. | 1.0% | 7,651,742 | $40M |
| 10 | MORGAN STANLEY | 0.8% | 5,821,958 | $30M |
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