PAY VERSUS PERFORMANCE

The following table sets forth the compensation for our former CEO (also referred to as “PEO”) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2024, 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Free Cash Flow.

Pay Versus Performance
					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(1) (4)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1) (4)	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)(2)	Net Income (in Thousands) ($)	Free Cash Flow (in Thousands) ($)(3)
2024	1,490,490	(6,467,228)	5,869,874	3,898,596	12.45	224.42	(2,713,942)	(2,903,515)
2023	6,837,213	(13,293,519)	8,544,858	3,677,588	17.36	162.40	(2,828,420)	(3,400,397)
2022	596,430	(643,851,664)	5,756,135	(29,632,802)	28.16	79.05	(1,304,460)	(3,301,110)
2021	565,591,512	1,148,791,229	21,230,163	55,097,849	156.91	109.93	(2,579,761)	(1,479,353)

(1)

Mr. Rawlinson served as our PEO for each of the fiscal years presented. For 2024, our non-PEO NEOs included Messrs. Dhingra, Winterhoff, Bach and Bell. For 2023, our non-PEO NEOs included Messrs. Dhingra, Winterhoff, Bach and Bell and Sherry House and for 2022 and 2021, our non-PEO NEOs included Messrs. Bach and Bell and Ms. House.

(2)

The Peer Group TSR set forth in this table utilizes the 20 largest public companies sharing the same SIC code as us, which is SIC code 3711, “Motor Vehicles and Passenger Car Bodies” (“Motor Vehicles and Passenger Car Bodies Public Company Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting July 23, 2021, through the end of the listed year in the Company and in the Motor Vehicles and Passenger Car Bodies Public Company Group, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(3)

Free Cash Flow is not a financial measure prepared in accordance with GAAP. For information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Annex B: Reconciliation of Non-GAAP Financial Measures” in this Proxy Statement.

(4)

The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the “compensation actually paid” to our PEO and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024:

	PEO 2024 ($)	Non-PEOs 2024 ($)
Summary Compensation Total	1,490,490	5,869,874
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year	—	(4,617,249)
Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and Outstanding at Fiscal Year-End	—	4,337,714
Plus Fair Value as of the Vesting Date for Awards Granted in the Covered Year and Vested in the Covered Year	—	220,948
Change in Fiscal Year-End Fair Values of Outstanding Unvested Awards Granted from Prior Years	(3,504,663)	(483,850)
Change in Fair Value as of Vesting Date of Awards Granted from Prior Years that Vested in the Covered Year	(4,453,055)	(516,531)
Less Fair Value of Awards Forfeited during the Covered Year	—	(912,310)
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards	—	—
Less Aggregate Change in Actuarial Present Value of Benefit Accumulated Benefit Under Pension Plans	—	—
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans	—	—
Compensation Actually Paid	(6,467,228)	3,898,596

Named Executive Officers, Footnote

(1)

Mr. Rawlinson served as our PEO for each of the fiscal years presented. For 2024, our non-PEO NEOs included Messrs. Dhingra, Winterhoff, Bach and Bell. For 2023, our non-PEO NEOs included Messrs. Dhingra, Winterhoff, Bach and Bell and Sherry House and for 2022 and 2021, our non-PEO NEOs included Messrs. Bach and Bell and Ms. House.

PEO Total Compensation Amount

$ 1,490,490

$ 6,837,213

$ 596,430

$ 565,591,512

Adjustment To PEO Compensation, Footnote

(4)

The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the “compensation actually paid” to our PEO and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024:

	PEO 2024 ($)	Non-PEOs 2024 ($)
Summary Compensation Total	1,490,490	5,869,874
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year	—	(4,617,249)
Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and Outstanding at Fiscal Year-End	—	4,337,714
Plus Fair Value as of the Vesting Date for Awards Granted in the Covered Year and Vested in the Covered Year	—	220,948
Change in Fiscal Year-End Fair Values of Outstanding Unvested Awards Granted from Prior Years	(3,504,663)	(483,850)
Change in Fair Value as of Vesting Date of Awards Granted from Prior Years that Vested in the Covered Year	(4,453,055)	(516,531)
Less Fair Value of Awards Forfeited during the Covered Year	—	(912,310)
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards	—	—
Less Aggregate Change in Actuarial Present Value of Benefit Accumulated Benefit Under Pension Plans	—	—
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans	—	—
Compensation Actually Paid	(6,467,228)	3,898,596

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,898,596

3,677,588

(29,632,802)

55,097,849

Compensation Actually Paid vs. Total Shareholder Return

COMPENSATION ACTUALLY PAID VERSUS TOTAL
SHAREHOLDER RETURN

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Compensation Actually Paid vs. Company Selected Measure

COMPENSATION ACTUALLY PAID VERSUS FREE CASH FLOW

Tabular List, Table

The Company used only the two financial performance measures set forth below to link Compensation Actually Paid to our NEOs for fiscal 2024 to Company performance.

	Performance Measures
	Free Cash Flow
	Gross Margin

Peer Group Total Shareholder Return Amount

224.42

162.4

79.05

109.93

Company Selected Measure Amount

(2,903,515,000)

(3,400,397,000)

(3,301,110,000)

(1,479,353,000)

Net Cash Provided by (Used in) Operating Activities

$ (2,019,674,000)

$ (2,489,753,000)

$ (2,226,258,000)

$ (1,058,133,000)

Nongaap Measure Free Cash Flow

$ (2,903,515,000)

$ (3,400,397,000)

$ (3,301,110,000)

$ (1,479,353,000)

Pay vs Performance Disclosure

Non-GAAP Measure Description

(3)

Free Cash Flow is not a financial measure prepared in accordance with GAAP. For information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Annex B: Reconciliation of Non-GAAP Financial Measures” in this Proxy Statement.