Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Fiscal
Year
Summary
Compensation
Table Total for
PEO(1),(2)
Compensation
Actually
Paid to
PEO(1),(3)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1),(2)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1),(3)
Value of an initial $100 Investment:
Net Income
($ Millions)(6)
Total
Shareholder
Return(4)
Peer Group
Total
Shareholder
Return(5)
2024 $403,077  $291,766  $1,298,122  $4,096,373  $65.63  $103.71  ($748)
2023 $687,462  $1,221,900  $2,600,481  $6,396,835  $45.52  $82.46  ($796)
2022 $3,850,743  $2,240,345  $1,079,365  ($1,736,733) $12.60  $59.36  ($1,723)
2021 $429,000 $429,000 $775,651 $4,065,098 $117.29 $90.20 ($755)
     
Named Executive Officers, Footnote NEOs included in these columns reflect the following individuals:
Year PEO Non-PEO NEOs
2024 Chris Urmson Nolan Shenai, David Maday, Ossa Fisher
2023 Chris Urmson Richard Tame, Nolan Shenai, David Maday, Ossa Fisher
2022 Chris Urmson Richard Tame, Nolan Shenai
2021 Chris Urmson Richard Tame, William Mouat
     
PEO Total Compensation Amount $ 403,077 $ 687,462 $ 3,850,743 $ 429,000
PEO Actually Paid Compensation Amount $ 291,766 1,221,900 2,240,345 429,000
Adjustment To PEO Compensation, Footnote To calculate CAP, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
 Fiscal Year
2024 ($)
Summary Compensation Table Total
 $403,077 
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
$0 
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
$0 
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
$0 
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$0 
Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
($111,311)
(Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
$0 
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation
$0 
Compensation Actually Paid
 $291,766 
     
Non-PEO NEO Average Total Compensation Amount $ 1,298,122 2,600,481 1,079,365 775,651
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,096,373 6,396,835 (1,736,733) 4,065,098
Adjustment to Non-PEO NEO Compensation Footnote
Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs
 Fiscal Year
2024 ($)
Summary Compensation Table Total
 $1,298,122 
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
$809,288 
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
$2,047,695 
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
$1,900,432 
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$321,650 
Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
($662,238)
(Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
$0 
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation
$0 
Compensation Actually Paid
 $4,096,373 
     
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:
3676
      
Compensation Actually Paid vs. Net Income
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income:
3866
      
Total Shareholder Return Vs Peer Group
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:
3676
      
Total Shareholder Return Amount $ 65.63 45.52 12.60 117.29
Peer Group Total Shareholder Return Amount 103.71 82.46 59.36 90.20
Net Income (Loss) $ (748,000,000) $ (796,000,000) $ (1,723,000,000) $ (755,000,000)
PEO Name Chris Urmson      
Additional 402(v) Disclosure Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year.Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest.
For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are consistent with those used to determine the grant date fair value for accounting purposes.
The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the footnotes to the Summary Compensation Table for Fiscal Year 2024 of this proxy statement.
Fiscal Year 2024
Restricted Stock Units
Stock Price
$2.68 - $6.30
Stock Options
Expected Term
0.7 - 5.7
Strike Price
$1.42 - $3.67
Volatility
56.0% - 69.0%
Dividend Yield
0.0% - 0.0%
Risk-Free Interest Rate
3.4% - 4.8%
Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s Class A common stock, for the period beginning on the first day of trading following the closing of the Business Combination, November 4, 2021, through the end of the applicable fiscal year.Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P Software & Services Select Industry Index group for the period beginning on the first day of trading following the closing of the Business Combination, November 4, 2021, through the end of the applicable fiscal year.The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. 		     
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0      
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 0      
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 0      
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 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 (111,311)      
PEO | 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      
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
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 (809,288)      
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 2,047,695      
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 1,900,432      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 321,650      
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 (662,238)      
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      
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0