Rivian paid founder and CEO RJ Scaringe $402.6 million in total compensation for 2025, the company disclosed in a proxy filing late Monday, representing one of the largest single-year executive packages in the U.S. auto industry.
Scaringe’s total was roughly 13 times the $29.9 million paid to General Motors Co. CEO Mary Barra and the $27.5 million paid to Ford Motor Co. CEO Jim Farley last year.
It was 4,458 times the $90,316 median compensation of Rivian‘s 13,624 employees, the proxy showed.
The package was driven almost entirely by the $373.5 million grant-date fair value of the November 2025 stock option award that replaced his cancelled 2021 performance grant, plus $26.6 million in stock awards tied to his April 2025 annual grant and a Mind Robotics profits interest disclosed in the filing.
Scaringe also received a $1.12 million blended salary after the board doubled his annual rate to $2 million effective November 3, 2025, and a $1.02 million bonus paid in fully vested restricted stock units.
His earnings rose from $14.9 million in 2024 and $14.4 million in 2023.
Filing Adds Material Detail to November 8-K
The proxy adds substantial detail to the framework first outlined in Rivian‘s November 8 disclosure, which valued the new option at $556 million on a face-value basis and pegged the maximum potential package at $4.6 billion over a decade.
The 36.5 million-share option, exercisable at $15.22, carries a grant-date fair value of $363.8 million for the stock-price tranches alone, the filing showed.
An additional 14.5 million shares tied to adjusted operating income and cash-flow-from-operations targets through December 31, 2032, carry a grant-date fair value of $14.5 million.
Each of the three adjusted operating income targets and three cash-flow targets unlocks 1.25 million shares for the first milestone and 3 million shares each for the second and third, the proxy disclosed.
Stock-price hurdles must be sustained for 120 consecutive trading days within the ten-year term, with achievements above $100 per share extending the vesting period to seven annual installments rather than five.
Rivian‘s board defended the package as “entirely at-risk,” noting that vesting of the stock-price tranches “would reflect nearly $153 billion in incremental stockholder value compared to the company’s current market capitalization.”
The structure echoes the $1 trillion compensation plan approved by Tesla shareholders in November for CEO Elon Musk, which is similarly tied to long-horizon stock-price and operational milestones.
Lucid Motors adopted a comparable framework earlier this month for incoming CEO Silvio Napoli, combining a $1.5 million base salary with up to 1 million stock options tied to market-capitalization milestones ranging from $5 billion to $17.5 billion, as EV reported.
Rivian‘s targets are nonetheless lower than those embedded in the cancelled January 2021 performance award.
The compensation committee cited “the lack of incentive provided by the 2021 CEO Performance Award due to the unlikeliness of attainment of the associated performance goals” as a factor in the decision to grant the replacement.
Mind Robotics Award
The filing disclosed for the first time the grant-date fair value of Scaringe’s Mind Robotics profits interest at $14.5 million.
The 1 million common units, issued November 6, 2025 — the same day as the option grant — provide Scaringe with up to a 10% economic interest in Rivian‘s industrial robotics subsidiary once profits exceed a specified threshold.
The award was fully vested on issuance.
Mind Robotics ceased to be a majority-owned subsidiary of Rivian in March 2026, the proxy stated, and Scaringe serves as chairman of the spin-out’s board.
In March 2026, Mind Robotics Inc. granted Scaringe a separate option to purchase 200,000 shares of common stock at fair market value, in two tranches of 100,000 shares each, vesting upon achievement of unspecified financial or operational milestones.
$23.5 Million Cash from Also Share Repurchase
The proxy also disclosed that Scaringe received an approximately $23.5 million net cash payment in December 2025 in connection with a transaction at Also, Inc., Rivian‘s spun-out micromobility business.
Also repurchased 1,352,726 shares of common stock from Scaringe at the price per share paid by Series C investors, using proceeds from a new investment in the round, the filing showed.
The two parties also agreed to accelerate the vesting of the repurchased options to facilitate the transaction.
Rivian holds a 35.3% ownership interest in Also as of March 31, 2026, and Scaringe serves as chairman of Also’s board.
An independent special committee of the Rivian board reviewed and approved the terms.
2025 Bonus Hit 91% of Target
Rivian paid its 2025 annual incentive bonus at 91% of target across the three named executive officers, the filing showed.
Scaringe received $1.02 million, while Chief Financial Officer Claire McDonough and Chief Administrative Officer Michael Callahan each received $369,563.
The bonuses were paid in fully vested restricted stock units rather than cash, with the conversion using a $15.10 share price — the closing price the day before the March 4, 2026 grant date.
The 2025 bonus targets weighted vehicle deliveries, gross profit and free cash flow at a combined 50%, with R2 launch readiness at the remaining 50%.
Rivian delivered 42,247 vehicles against a 46,000 target — a 69% achievement.
Gross profit came in at $144 million versus a $310 million target, a 73% achievement, and free cash flow of negative $2.139 billion exceeded the negative $2.39 billion target for a 125% score.
R2 readiness was scored at 93%, with the underlying targets withheld as confidential.
The compensation committee adjusted the free cash flow figure upward by $350 million for an expected January 2026 receipt from Rivian and Volkswagen Group Technologies, the filing disclosed.
R2 Launch Critical to Pay Realization
Scaringe’s 2026 base salary will be $2 million and his maximum bonus opportunity rises to $1.67 million, the proxy showed.
The compensation committee has stated it does not intend to grant any additional equity awards during 2026.
The package’s value depends almost entirely on execution of the R2 launch, Rivian‘s mass-market SUV that the company is hoping will reverse years of multi-billion-dollar losses.
Rivian sold approximately 42,000 of its flagship R1 trucks in 2025 and recorded a $3.6 billion net loss.
Cumulative total shareholder return for Rivian since its November 2021 initial public offering stood at $19.57 per $100 invested at the end of 2025, the proxy showed.
Rivian shares have fallen approximately 86% from their November 2021 IPO peak, leaving the company with a market capitalization of roughly $21 billion.
The MSCI ACWI Automobiles and Components index returned $108.12 per $100 invested over the same period.
Rivian’s Shareholders
Rivian received a boost in March when the ride hailing giant Uber Technologies Inc. agreed to invest up to $1.25 billion and purchase as many as 50,000 self-driving R2 vehicles by 2030.
The company also struck a $5.8 billion software and electrical-architecture deal with the Volkswagen Group in November 2024, with Volkswagen currently holding 11.7% of Rivian‘s outstanding Class A shares.
Divorce Settlement Reduced Stake
The proxy also disclosed in detail a transfer of Rivian securities by Scaringe to his former spouse in July 2025 in connection with a divorce settlement.
The transfer included 90,359 shares of Class A common stock, 3,912,500 shares of Class B common stock — which automatically converted to Class A upon transfer — and stock options covering approximately 6 million shares with exercise prices ranging from $2.63 to $21.72.
Scaringe retains 3,912,500 shares of Class B common stock through a limited liability holding company, representing 100% of the outstanding Class B shares.
Class B shares carry ten votes per share compared with one vote for Class A.
His combined voting power stood at 3.8% as of the April 23 record date, down from a higher pre-settlement level.
Annual Meeting June 22
Rivian shareholders will vote on the 2025 executive compensation package on a non-binding advisory basis at the company’s virtual annual meeting on June 22.
At the 2025 annual meeting, approximately 91.9% of votes cast supported Rivian‘s executive compensation program — before the November 2025 cancellation and replacement of Scaringe’s 2021 performance award.
