Delaware |
6770 |
98-1548118 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Jack Sheridan, Esq. Ryan J. Maierson, Esq. Benjamin A. Potter, Esq. Brian D. Paulson, Esq. Saad Khanani, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 |
Kate DeHoff General Counsel Joby Aviation, Inc. 2155 Delaware Avenue, Suite #225 Santa Cruz, CA 95060 (831) 426-3733 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
☒ | Smaller reporting company | |||||||
Emerging growth company |
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F-1 |
• | “2016 Plan” are to the Joby Aero, Inc. 2016 Stock Option and Grant Plan, as amended; |
• | “2021 Plan” are to the Joby Aviation, Inc. 2021 Incentive Award Plan; |
• | “AFP” are to Automated Fiber Placement; |
• | “ATC” are to air traffic control; |
• | “Black-Scholes” are to Black-Scholes-Merton; |
• | “Closing Date” are to the closing date of the Merger on August 10, 2021; |
• | “Code” are to the Internal Revenue Code of 1986, as amended; |
• | “Company,” “Joby,” “we,” “us” and “our” are to Joby Aviation, Inc.; |
• | “Continuing Operations Scenario” are to the continuing operations scenario; |
• | “COTS” are to commercial-off-the-shelf; |
• | “D&O” are to directors and officers; |
• | “Deloitte” are to Deloitte & Touche LLP; |
• | “DGCL” are to the General Corporation Law of the State of Delaware; |
• | “distributed electric propulsion” are to the use of multiple small electric motors; |
• | “DLOM” are to discount for the lack of marketability; |
• | “Domestication” are to the domestication of Reinvent Technology Partners as a corporation incorporated in the State of Delaware; |
• | “DOT” are to the U.S. Department of Transportation; |
• | “EAR” are to the Export Administration Regulations; |
• | “Earnout Shares” are to 17,130,000 common shares issued to Sponsor subject to certain vesting, lock-up and transfer restrictions; |
• | “EPA” are to the U.S. Environmental Protection Agency; |
• | “ESG” are to Environmental, Social and Governance; |
• | “ESPP” are to our 2021 Employee Stock Purchase Plan attached to this prospectus as Annex G; |
• | “eVTOL” are to electric vertical takeoff and landing; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “Exchange Ratio” are to the quotient obtained by dividing (i) 500,000,000 by (ii) the aggregate fully diluted number of shares of Legacy Joby common stock issued and outstanding immediately prior to the Merger (which is the aggregate number of shares of Legacy Joby common stock (a) issued and outstanding immediately prior to the Merger after giving effect to the exercise of the Legacy Joby Warrants, (b) issuable upon the conversion of the Legacy Joby preferred stock immediately prior to the Merger in accordance with Legacy Joby’s organizational documents, (c) issuable upon, or subject to, the exercise of Legacy Joby Options (whether or not then vested or exercisable) that are outstanding immediately prior to the Merger, assuming net settlement, or (d) subject to Legacy Joby RSUs (whether or not then vested) that are outstanding immediately prior to the Merger), excluding shares of Legacy Joby capital stock issuable pursuant to the Note Conversion; |
• | “FAA” are to the Federal Aviation Administration; |
• | “FCC” are to the Federal Communications Commission; |
• | “First Merger” are to the merger of JA Holdings Acquisition Corp. with and into Joby Holdings, Inc., with Joby Holdings, Inc., surviving the merger as a wholly owned subsidiary of Joby Aviation; |
• | “Foreign Stock Record” are to the separate stock record maintained for registered Joby Aviation common stock owned and/or controlled by individuals or entities known to the Company to be Non-Citizens; |
• | “Founder Shares” are to the RTP Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering; |
• | “Hybrid Method” are to a combination approach relying on (1) a continued operations scenario and (2) a transaction scenario; |
• | “IFR” are to instrumental flight rules; |
• | “In-Q-Tel In-Q-Tel, |
• | “initial public offering” are to RTP’s initial public offering that was consummated on September 21, 2020; |
• | “IP” are to intellectual property; |
• | “IPO registration statement” are to the Registration Statement on Form S-1 (333-248497) filed by RTP in connection with its initial public offering, which became effective on September 16, 2020; |
• | “IPR&D” are to in-process research and development; |
• | “ISOs” are to incentive stock options; |
• | “ITAR” are to the International Traffic in Arms Regulations; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “Joby” are to Joby Aviation, Inc.; |
• | “Joby Aviation common stock” are to shares of Joby Aviation common stock, par value $0.0001 per share; |
• | “Joby Holdings Reorganization” are to the First Merger and Second Merger, taken together as an integrated transaction; |
• | “Legacy Joby” are to Joby Aero, Inc.; |
• | “Legacy Joby Awards” are to Legacy Joby Options and Legacy Joby RSUs; |
• | “Legacy Joby capital stock” are to shares of Legacy Joby common stock and Legacy Joby preferred stock; |
• | “Legacy Joby common stock” are to shares of Legacy Joby common stock, par value $0.00001 per share; |
• | “Legacy Joby Options” are to options to purchase shares of Legacy Joby common stock; |
• | “Legacy Joby PIPE Investor” are to a PIPE Investor that is a holder of shares of Legacy Joby capital stock or securities exercisable for or convertible into Legacy Joby capital stock as of the date of the Merger Agreement and not a Sponsor Related PIPE Investor; |
• | “Legacy Joby preferred stock” are to the Series Seed-1 preferred stock, Series Seed-2 preferred stock, Series A preferred stock, Series B preferred stock and Series C preferred stock of Legacy Joby; |
• | “Legacy Joby Stockholders” are to the stockholders of Legacy Joby and holders of Legacy Joby Awards prior to the Merger; |
• | “Legacy Joby Warrants” are to the SVB Warrants and the In-Q-Tel |
• | “Merger” are to the merger of Merger Sub with and into Legacy Joby, with Legacy Joby surviving the merger as a wholly owned subsidiary of Joby Aviation; |
• | “Merger Agreement” are to the Agreement and Plan of Merger, dated as of February 23, 2021, by and among RTP, Merger Sub and Legacy Joby, as amended and modified from time to time; |
• | “NASA” are to the National Aeronautics and Space Administration; |
• | “NAS” are to the National Airspace System; |
• | “NOLs” are to net operating loss carryforwards; |
• | “Note Conversion” are to the automatic conversion of the Uber Note into a number of shares of Joby capital stock in accordance with its terms; |
• | “NSOs” are to Non-Qualified Stock Options; |
• | “NTSB” are to the National Transportation Safety Board; |
• | “NYSE” are to the New York Stock Exchange; |
• | “OFAC” are to the Office of Foreign Assets Control; |
• | “OPM” are to the Option Pricing Method; |
• | “ordinary shares” are to the RTP Class A ordinary shares and the RTP Class B ordinary shares, collectively; |
• | “Organizational Documents” are to the Certificate of Incorporation and the Bylaws; |
• | “Part 135” are to 14 Code of Federal Regulations 135; |
• | “PIPE Investment” are to the purchase of shares of Joby Aviation common stock by the PIPE Investors pursuant to the Subscription Agreements, for a total aggregate purchase price of up to $835,000,000; |
• | “PIPE Investors” are to those certain third-party investors, Legacy Joby Stockholders and affiliates of the Sponsor participating in the PIPE Investment pursuant to the Subscription Agreements; |
• | “Practice Aid” are to the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation; |
• | “Private Placement Warrants” are to private placement warrants issued to RTP; |
• | “Program” are to the Company’s Non-Employee Director Compensation Program; |
• | “PSU Program” are to our performance equity award program; |
• | “public shares” are to the RTP Class A ordinary shares (including those that underlie the units) that were offered and sold by RTP in its initial public offering and registered pursuant to the IPO registration statement or the shares of our common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires; |
• | “Public Warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by RTP in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Joby Aviation issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires; |
• | “redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Organizational Documents; |
• | “Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement among Joby and certain of Legacy Joby and RTC shareholders; |
• | “Registration Statement” are to the registration statement of which this prospectus forms a part. |
• | “Reinvent Capital” are to Reinvent Capital LLC. |
• | “RSUs” are to restricted stock units; |
• | “RTP” are to Reinvent Technology Partners; |
• | “RTP Class A ordinary shares” are to RTP’s Class A ordinary shares, par value $0.0001 per share; |
• | “RTP Class B ordinary shares” are to RTP’s Class B ordinary shares, par value $0.0001 per share; |
• | “Rule 144” are to Rule 144 under the Securities Act; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SARs” are to stock appreciation rights; |
• | “SDGs” are to the Sustainable Development Goals; |
• | “SEC” are to the United States Securities and Exchange Commission; |
• | “Second Merger” are to the merger of Joby Holdings, Inc. with and into Joby Aviation, Inc. with Joby Aviation, Inc. surviving the merger; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “SMS” are to Enterprise Safety Management System; |
• | “Sponsor” are to Reinvent Sponsor LLC, a Cayman Islands limited liability company; |
• | “Sponsor Agreement” are to that certain Sponsor Agreement, dated as of February 23, 2021, by and among the Sponsor, RTP and Joby, as amended and modified from time to time; |
• | “Sponsor Related PIPE Investors” are to Reinvent Technology SPV I LLC, which is an administrative special purpose vehicle managed by Michael Thompson solely to invest in the PIPE Investment, and Reinvent Capital Fund LP, an investment fund co-founded by Reid Hoffman, Mark Pincus and Michael Thompson (together, in each case, with their permitted transferees); |
• | “Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of February 23, 2021, by and among the Sponsor, RTP, the directors and officers of RTP, and Joby, as amended and modified from time to time; |
• | “Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated; |
• | “SVB Warrants” are to the Warrant to Purchase Common Stock, by and between Legacy Joby and Silicon Valley Bank, dated as of March 29, 2017, and the Warrant to Purchase Common Stock, by and between Legacy Joby and Silicon Valley Bank, dated as of May 2, 2018, in each case, as amended on February 16, 2021; |
• | “Toyota” are to the Toyota Motor Corporation; |
• | “Transaction Scenario” are to the transaction scenario; |
• | “trust account” are to the trust account established at the consummation of RTP’s initial public offering at Morgan Stanley & Co. LLC and maintained by Continental Stock Transfer & Trust Company, acting as trustee; |
• | “TSA” are to the Transportation Security Administration; |
• | “UAM” are to Urban Air Mobility; |
• | “Uber” are to Uber Technologies, Inc.; |
• | “Uber Elevate” are to a portion of Uber’s business that was dedicated to development of aerial ridesharing; |
• | “Uber Note” are to the Convertible Promissory Note, issued by Legacy Joby to Uber Technologies, Inc., dated as of January 11, 2021; |
• | “UN” are to the United Nations; |
• | “U.S. GAAP” are to the U.S. Generally Accepted Accounting Principles; |
• | “VFR” are to visual flight rules; |
• | “Warrant Agreement” are to the Warrant Agreement, dated as of September 16, 2020, by and between RTP and Continental Stock Transfer & Trust Company, as warrant agent; and |
• | “warrants” are to the Public Warrants and the private placement warrants. |
• | Safety : |
• | Noise: all-electric powertrain, we’ve spent substantial engineering resources to reduce the noise signature of the aircraft even further. The result is an aircraft that is 100-times quieter than a twin-engine helicopter, exhibiting a noise profile in the range of 65 dBA during takeoff and landing (the noisiest configuration), roughly the volume of a normal speaking voice. In over-head flight, the aircraft is near silent at even 500ft to 1,000ft flyover. |
• | Performance : in-house development has allowed for optimization of systems and components across the aircraft, resulting in better energy efficiency, range, and speed than what would otherwise be available using COTS componentry. Our aircraft demonstrates energy efficiency comparable to best-in-class 150-mile range on a single charge and 200 mph cruise speed represent best-in-class |
• | Safety : |
• | Noise : all-electric powertrain, we’ve spent substantial engineering resources to reduce the noise signature of the aircraft even further. The result is an aircraft that is 100-times quieter than a twin-engine helicopter, |
exhibiting a noise profile in the range of 65 dBA during takeoff and landing (the noisiest configuration), roughly the volume of a normal speaking voice. In over-head flight, the aircraft is near silent at even 500ft to 1,000ft flyover. |
• | Performance : in-house development has allowed for optimization of systems and components across the aircraft, resulting in better energy efficiency, range, and speed than what would otherwise be available using COTS componentry. Our aircraft demonstrates energy efficiency comparable to best-in-class 150-mile range on a single charge and 200 mph cruise speed represent best-in-class |
• | Environmental - Our Environmental pillar is focused on being a good steward of the natural environment through the production and development of innovative designs that reduce resource use and energy consumption. |
• | Social - Our Social pillar is focused on promoting diversity, equity and inclusion, while underpinning all of our activities with a core focus on health and safety. |
• | Governance - Our Governance pillar focuses on upholding our commitment to ethical business conduct, integrity and corporate responsibility, and integrating strong governance and enterprise risk management oversight across all aspects of our business. |
December 31, |
Change |
|||||||||||||||
2021 |
2020 |
($) |
(%) |
|||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
$ | 197,568 | $ | 108,741 | 88,827 | 82 | % | |||||||||
Selling, general and administrative |
61,521 | 23,495 | 38,026 | 162 | % | |||||||||||
|
|
|
|
|||||||||||||
Total operating expenses |
259,089 | 132,236 | 126,853 | 96 | % | |||||||||||
|
|
|
|
|||||||||||||
Loss from operations |
(259,089 | ) | (132,236 | ) | (126,853 | ) | 96 | % | ||||||||
Interest and other income, net |
1,148 | 5,649 | (4,501 | ) | (80 | )% | ||||||||||
Interest expense |
(2,426 | ) | (249 | ) | (2,177 | ) | 874 | % | ||||||||
Income from equity method investment |
29,405 | 5,799 | 23,606 | 407 | % | |||||||||||
Gain on deconsolidation of subsidiary |
— | 6,904 | (6,904 | ) | (100 | )% | ||||||||||
Transaction expenses related to merger |
(9,087 | ) | — | (9,087 | ) | (100 | )% | |||||||||
Gain from change in fair value of warrants and earnout shares |
49,853 | — | 49,853 | 100 | % | |||||||||||
Convertible notes extinguishment loss |
(665 | ) | — | (665 | ) | (100 | )% | |||||||||
|
|
|
|
|||||||||||||
Total other income, net |
68,228 | 18,103 | 50,125 | 277 | % | |||||||||||
Loss before income taxes |
(190,861 | ) | (114,133 | ) | (76,728 | ) | 67 | % | ||||||||
|
|
|
|
|||||||||||||
Income tax expense (benefit) |
(10,537 | ) | 31 | n.m. | n.m. | |||||||||||
Net loss |
$ | (180,324 | ) | $ | (114,164 | ) | (66,160 | ) | 58 | % | ||||||
|
|
|
|
* | n.m. marks changes that are not meaningful. |
Year Ended December 31, |
Change |
|||||||||||||||
2021 |
2020 |
($) |
(%) |
|||||||||||||
Net cash (used in) provided by: |
||||||||||||||||
Operating activities |
$ | (195,749 | ) | $ | (105,900 | ) | (89,849 | ) | 85 | % | ||||||
Investing activities |
(18,736 | ) | (393,159 | ) | 374,423 | (95 | )% | |||||||||
Financing activities |
1,092,780 | 69,220 | 1,023,560 | 1479 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash |
$ | 878,295 | $ | (429,839 | ) | $ | 1,308,134 | (304 | )% | |||||||
|
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|
|
|
|
• | contemporaneous valuations of our common stock performed by independent third-party specialists; |
• | the prices, rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; |
• | the prices paid for common or convertible preferred stock sold to third-party investors by us and prices paid in secondary transactions for shares repurchased by us in arm’s-length transactions, including any tender offers, if any; |
• | the lack of marketability inherent in our common stock; |
• | our actual operating and financial performance; |
• | our current business conditions and projections; |
• | the hiring of key personnel and the experience of our management; |
• | the history of the Company and the introduction of new products; |
• | our stage of development; |
• | the likelihood of achieving a liquidity event, such as an initial public offering (IPO), a merger, or acquisition of our company given prevailing market conditions; |
• | the operational and financial performance of comparable publicly traded companies; and |
• | the U.S. and global capital market conditions and overall economic conditions. |
409A Valuation Date |
Common Stock Fair Value |
|||
12/23/2019 (1) |
$ | 2.28 | ||
4/20/2020 (2) |
$ | 2.92 | ||
9/30/2020 (2) |
$ | 4.86 | ||
1/11/2021 (3) |
$ | 8.23 | ||
2/23/2021 (4) |
$ | 8.60 | ||
6/14/2021 (5) |
$ | 8.97 |
(1) |
For the December 2019 409A valuation, we applied a market-based valuation approach to determine the common stock fair value. To arrive at the fair value of common stock, Legacy Joby assigned 100% weighting to OPM. |
(2) |
For the April 2020 and September 2020 409A valuations, we applied valuation methods that relied on a continuing operations scenario approach, whereby during the periods discussed above, the time to liquidity was approximately two to two and a half years, as adjusted as appropriate depending on the valuation date. |
(3) |
With the signing of the LOI with RTP on January 22, 2021, we adjusted our valuation assumptions in the January 11, 2021 409A valuation report. Specifically, beginning with the January 11, 2021 409A valuation, we utilized the Hybrid Method. The Hybrid Method is appropriate for a company expecting a near term liquidity event, but where, due to market or other factors, the likelihood of completing the liquidity event is uncertain. The Hybrid Method is also appropriate when various possible future outcomes are assumed by management. The Hybrid Method considers a company’s going concern nature, stage of development and the Company’s ability to forecast near and long-term future liquidity scenarios. The Hybrid Method was deemed the most appropriate due to the execution of the LOI. The outcomes of each scenario are assigned a probability, and a future equity value under each outcome is then estimated. |
(4) |
In performing the February 23, 2021 409A valuation, we utilized the same methodology and approach as for the January 11, 2021 409A valuation, with the exception of the following updates to the assumptions and inputs: |
(5) |
In performing the June 14, 2021 409A valuation, we utilized the same methodology and approach as for the February 23, 2021 409A valuations, with the exception of the following updates to the assumptions and inputs: |
Date of Option Grant |
Number of Options Granted |
Number of RSUs granted |
Fair Value of common stock |
|||||||||
2/10/2020 |
129,644 | — | $ | 2.54 | ||||||||
4/20/2020 |
6,004,285 | — | $ | 2.92 | ||||||||
6/23/2020 |
1,035,430 | — | $ | 3.68 | ||||||||
9/3/2020 |
1,159,716 | — | $ | 4.54 | ||||||||
11/10/2020 |
3,419,772 | — | $ | 6.20 | ||||||||
12/18/2020 |
2,542,263 | — | $ | 7.45 | ||||||||
12/26/2020 |
13,047 | — | $ | 7.71 | ||||||||
1/19/2021 |
— | 3,885,684 | $ | 8.30 | ||||||||
2/23/2021 |
— | 3,330,293 | $ | 8.60 | ||||||||
4/5/2021 |
— | 1,219,553 | $ | 8.73 | ||||||||
6/14/2021 |
— | 2,167,700 | $ | 8.97 |
Name |
Age |
Position | ||
Executive Officers: |
||||
JoeBen Bevirt |
48 | Chief Executive Officer, Chief Architect and Director | ||
Matthew Field |
50 | Chief Financial Officer and Treasurer | ||
Eric Allison |
45 | Head of Product | ||
Bonny Simi |
60 | Head of Air Operations and People | ||
Greg Bowles |
46 | Head of Government and Regulatory Affairs | ||
Kate DeHoff |
44 | General Counsel and Corporate Secretary | ||
Justin Lang |
38 | Head of Partnerships and Corporate Strategy | ||
Didier Papadopoulos |
46 | Head of Program Management & Systems Engineering | ||
Non-Employee Directors: |
||||
Aicha Evans |
53 | Director | ||
Reid Hoffman |
54 | Director | ||
James Kuffner |
51 | Director | ||
Halimah DeLaine Prado |
46 | Director | ||
Dipender Saluja |
57 | Director | ||
Paul Sciarra |
41 | Director, Executive Chairman | ||
Laura Wright |
62 | Director |
• | Class I directors (James Kuffner and Dipender Saluja), whose terms will expire at the 2022 annual meeting of stockholders; |
• | Class II directors (Halimah DeLaine Prado, Paul Sciarra and Laura Wright), whose terms will expire at the 2023 annual meeting of stockholders; and |
• | Class III directors (JoeBen Bevirt, Aicha Evans and Reid Hoffman), whose terms will expire at the 2024 annual meeting of stockholders. |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing with our independent registered public accounting firm the scope and results of their audit; |
• | pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; |
• | reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officers, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the board of directors regarding the compensation of our Chief Executive Officer; |
• | reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers; |
• | making recommendations to our board of directors regarding the compensation of our directors; |
• | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and |
• | appointing and overseeing any compensation consultants. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | recommending to our board of directors the nominees for election to our board of directors at annual meetings of our stockholders; |
• | overseeing an evaluation of our board of directors and its committees; and |
• | developing and recommending to our board of directors a set of corporate governance guidelines. |
• | JoeBen Bevirt, our President and Chief Executive Officer; |
• | Matthew Field, our Chief Financial Officer; and |
• | Eric Allison, our Head of Product. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) (1) |
Stock Awards ($) (2) |
All Other Compensation ($) (3) |
Total ($) |
||||||||||||||||||
JoeBen Bevirt |
2021 | 400,000 | — | — | 4,000 | 404,000 | ||||||||||||||||||
President and Chief Executive Officer |
2020 | 293,600 | — | — | 3,000 | 296,600 | ||||||||||||||||||
Matthew Field (4) |
2021 | 304,327 | 200,000 | 4,828,784 | 45,007 | 5,378,118 | ||||||||||||||||||
Chief Financial Officer |
||||||||||||||||||||||||
Eric Allison (5) |
2021 | 383,077 | — | 10,660,577 | 4,000 | 11,047,654 | ||||||||||||||||||
Head of Product |
(1) | Amount reported represents a $200,000 sign-on bonus paid to Mr. Field upon commencement of his employment. This amount must be repaid by Mr. Field on a pro-rated basis if he terminates his employment prior to the 1-year anniversary of his start date, as more fully described below under “Employment and Offer Letters. |
(2) | Amounts reported represent the aggregate grant date fair value of restricted stock units granted to our named executive officers during 2021 computed in accordance with FASB ASC Topic 718. See the discussion of Critical Accounting Policies in the Management’s Discussion and Analysis our Annual Report on Form 10-K for the year ended December 31, 2021 for the assumptions used in calculating these values. |
(3) | Amounts reported represent matching contributions under our 401(k) plan. For Mr. Field, amount also includes $16,950 in temporary housing expenses, $4,721 paid to reimburse travel expenses incurred in traveling to and from his primary residence and $23,336 in tax gross up payments related to the housing and travel expense reimbursements. |
(4) | Mr. Field commenced employment with us on March 5, 2021. |
(5) | Mr. Allison commenced employment with us on January 12, 2021. |
Name |
Target Amount |
|||
JoeBen Bevirt |
$ | 3,000,000 | ||
Matthew Field |
$ | 1,000,000 | ||
Eric Allison |
$ | 500,000 |