XML 18 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Year
Summary compensation table total for PEO(1)
($)
Compensation actually paid to PEO (1)(2)
($)
Average summary compensation table total for non-PEO named executive officers(1)
($)
Average compensation actually paid to non-PEO named executive officers (1)(3)
($)
Value of initial fixed $100 investment based on:Net loss
($)
 Unit Cash COGS(5)
($)
Total shareholder return (4)
($)
Peer group total shareholder return (4)
($)
202314,354,080 36,328,396 8,387,695 11,530,019 23.29 83.00 (5,432,000,000)120,637 
20221,014,785 (1,991,817,641)3,796,416 (51,055,180)18.30 65.34 (6,752,000,000)166,543 
2021422,140,679 2,339,784,810 18,107,278 44,605,170 102.94 94.48 (4,688,000,000)296,077 
   
Company Selected Measure Name (5)Unit Cash COGS    
Named Executive Officers, Footnote The NEOs included in the table above were:
YearPrincipal Executive Officer (PEO)Non-PEO NEOs
2023
Robert J. Scaringe
Claire McDonough and Kjell Gruner
2022Robert J. ScaringeClaire McDonough and Jiten Behl
2021Robert J. ScaringeClaire McDonough, Jiten Behl and Ryan Green
Ryan Green was our former Chief Financial Officer until January 2021 and our former Senior Vice President and Corporate Controller until May 2021.
   
Peer Group Issuers, Footnote Total shareholder return is cumulative for the measurement periods beginning at market close on November 10, 2021, which is the first day our Class A common stock began trading. The peer group for purposes of this table is the NASDAQ OMX Global Automotive index as presented in Item 5 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.    
PEO Total Compensation Amount $ 14,354,080 $ 1,014,785 $ 422,140,679
PEO Actually Paid Compensation Amount $ 36,328,396 (1,991,817,641) 2,339,784,810
Adjustment To PEO Compensation, Footnote The amounts are computed in accordance with ASC Topic 718. The assumptions used in calculating the fair value are set forth in Note 11 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. To calculate Compensation Actually Paid for the PEO, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown:
PEO
2023
($)
2022
($)
2021
($)
Summary Compensation Table Total for PEO14,354,080 1,014,785 422,140,679 
Less, value of equity awards reported in the Summary Compensation Table
(13,239,067)(2,267)(421,364,482)
Plus, year-end fair value of equity awards granted during applicable year that are unvested
15,463,156 — 1,883,836,185 
Change, in fair value of equity awards granted in prior years that are unvested
20,940,755 (1,723,047,376)407,989,700 
Plus, fair value as of vesting date of equity awards granted and vested in the year
184,267 — — 
Change, in fair value of equity awards granted in prior years that vested in the year
(1,374,795)(269,782,783)47,182,728 
Compensation Actually Paid for PEO 36,328,396 (1,991,817,641)2,339,784,810 
   
Non-PEO NEO Average Total Compensation Amount $ 8,387,695 3,796,416 18,107,278
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,530,019 (51,055,180) 44,605,170
Adjustment to Non-PEO NEO Compensation Footnote The amounts are computed in accordance with ASC Topic 718. The assumptions used in calculating the fair value are set forth in Note 11 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. To calculate average Compensation Actually Paid for the non-PEO NEOs, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown:
Non-PEO NEOs
2023
($)
2022
($)
2021
($)
Summary Compensation Table Average for Non-PEO NEOs8,387,695 3,796,416 18,107,278 
Less, value of equity awards reported in the Summary Compensation Table
(7,184,516)(3,215,217)(17,710,842)
Plus, year-end fair value of equity awards granted during applicable year that are unvested
9,634,741 1,302,361 27,672,382 
Change, in fair value of equity awards granted in prior years that are unvested
644,233 (34,773,808)14,855,104 
Plus, fair value as of vesting date of equity awards granted and vested in the year
62,148 87,734 — 
Change, in fair value of equity awards granted in prior years that vested in the year
(14,282)(18,252,666)1,903,203 
Less, fair value of equity awards that failed to meet vesting conditions in the year
— — (221,955)
Compensation Actually Paid for Non-PEO NEOs 11,530,019 (51,055,180)44,605,170 
   
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return
4545
   
Compensation Actually Paid vs. Net Income
Compensation Actually Paid Versus Net Loss
4591
   
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid Versus Unit Cash COGS
4666
   
Total Shareholder Return Vs Peer Group
Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return
4545
   
Tabular List, Table
Performance Measures
Vehicle Production
Unit Cash COGS
Cash Opex
Product Development
   
Total Shareholder Return Amount $ 23.29 18.30 102.94
Peer Group Total Shareholder Return Amount 83.00 65.34 94.48
Net Income (Loss) $ (5,432,000,000) $ (6,752,000,000) $ (4,688,000,000)
Company Selected Measure Amount 120,637 166,543 296,077
PEO Name Robert J. Scaringe Robert J. Scaringe Robert J. Scaringe
Additional 402(v) Disclosure Unit Cash COGS is a non-GAAP financial measure and is defined generally as cost of vehicle revenues less depreciation and amortization expense, stock-based compensation expense, and inventory lower of cost or net realizable value write-downs, divided by the total number of units delivered. We measure Unit Cash COGS for the fourth quarter. The following table sets forth an unranked list of the most important measures used by the Company to link Compensation Actually Paid to our NEOs for 2023 to Company performance. For further information regarding these measures, please see “Compensation Discussion and Analysis” beginning on page 18.    
Measure:: 1      
Pay vs Performance Disclosure      
Name Vehicle Production    
Measure:: 2      
Pay vs Performance Disclosure      
Name Unit Cash COGS    
Measure:: 3      
Pay vs Performance Disclosure      
Name Cash Opex    
Measure:: 4      
Pay vs Performance Disclosure      
Name Product Development    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (13,239,067) $ (2,267) $ (421,364,482)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 15,463,156 0 1,883,836,185
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 20,940,755 (1,723,047,376) 407,989,700
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 184,267 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,374,795) (269,782,783) 47,182,728
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (7,184,516) (3,215,217) (17,710,842)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 9,634,741 1,302,361 27,672,382
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 644,233 (34,773,808) 14,855,104
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 62,148 87,734 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (14,282) (18,252,666) 1,903,203
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ (221,955)