rivn-20250429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Rivian Automotive, Inc.

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RIVIAN AUTOMOTIVE, INC.
14600 Myford Road
Irvine, California 92606

Notice of Annual Meeting of Stockholders

Date

Time

Location

Record Date

June 18, 2025

11:00 a.m. PT

www.virtualshare

holdermeeting.com/RIVN2025

April 23, 2025

The Annual Meeting of Stockholders (the “Annual Meeting”) of Rivian Automotive, Inc., a Delaware corporation (the “Company”), will be held at 11:00 a.m. Pacific time on Wednesday, June 18, 2025. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RIVN2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:


1			To elect Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz as Class I Directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
2			To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
3			To approve, on an advisory (non-binding) basis, the compensation of our named executive officers in 2024;
4			To approve the future issuance of shares of Class A Common Stock to Volkswagen International America, Inc.;
5			To approve an amendment to our Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of our Class A Common Stock;
6			To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers from certain breaches of fiduciary duty;
7			To approve amendments to our Amended and Restated Certificate of Incorporation to clarify voting requirements to amend the number of authorized shares of our Common Stock and Preferred Stock;
8			To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5, Proposal 6 or Proposal 7; and
9			To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our Class A Common Stock and Class B Common Stock as of the close of business on April 23, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to the Company at annualmeeting@rivian.com stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 16-digit

control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials.

IT IS IMPORTANT that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials.

This Notice of Annual Meeting of Stockholders, Proxy Statement, and proxy card or voting instruction form are being distributed or made available to stockholders starting on or about April 29, 2025.

By Order of the Board of Directors

Michael Callahan

Chief Legal Officer and Secretary

Irvine, California

April 29, 2025

Table of Contents


PROXY STATEMENT			1
Proposal 1: Election of Directors			2
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			8
Independent Registered Public Accounting Firm Fees and Other Matters			9
Audit Committee Report			10
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers in 2024			11
Proposal 4: To approve the future issuance of shares of Class A Common Stock to Volkswagen International America, Inc.			12
Proposal 5: To approve an amendment to our Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of our Class A Common Stock			15
Proposal 6: To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers from certain breaches of fiduciary duty			18
Proposal 7: Approval of amendments to our Amended and Restated Certificate of Incorporation to clarify voting requirements to amend the number of authorized shares of our Common Stock and Preferred Stock			20
Proposal 8: Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5, Proposal 6 or Proposal 7			22

CORPORATE GOVERNANCE			23
General			23
Director Independence			23
Executive Sessions			23
Director Candidates			23
Communications from Stockholders			24
Board Leadership Structure and Role in Risk Oversight			24
Code of Ethics			25
Insider Trading Compliance Policy; Anti-Hedging Policy			25
Board Member Attendance			25

COMMITTEES OF THE BOARD			26
Audit Committee			26
Compensation Committee			27
Nominating and Governance Committee			28
Planet and Policy Committee			28

EXECUTIVE OFFICERS			29

EXECUTIVE COMPENSATION			30
Compensation Discussion and Analysis			30


Executive Summary			30
202 4 Operational Highlights			30
202 4 Executive Compensation Highlights			31
Our Compensation Philosophy			31


Our Commitment to Best Practices			32
Our Executive Compensation Process			32
Elements of Executive Pay and 202 4 Compensation			34

COMPENSATION COMMITTEE REPORT			41

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			42
202 4 Summary Compensation Table			42
Grants of Plan-Based Awards in Fiscal 2024			43
Outstanding Equity Awards at Fiscal Year-End 2024			44
Option Exercises and Stock Vested in Fiscal 2024			45
Potential Payments Upon Termination or Change in Control			45

CEO PAY RATIO			46
Identifying the Median Employee			46
Determining Annual Total Compensation			46

PAY VERSUS PERFORMANCE			47
Relationship between Compensation Actually Paid and Financial Performance Measures			49

EQUITY COMPENSATION PLAN INFORMATION			51

DIRECTOR COMPENSATION			52
Non-Employee Director Compensation Program			53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			57
Policies and Procedures for Related Person Transactions			57

STOCKHOLDERS’ PROPOSALS			60

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS			61

OTHER MATTERS			66

SOLICITATION OF PROXIES			66

INCORPORATION BY REFERENCE			66

ANNUAL REPORT			67

RIVIAN AUTOMOTIVE, INC.
14600 Myford Road
Irvine, California 92606

Proxy Statement

Date

Time

Location

Record Date

June 18, 2025

11:00 a.m. PT

www.virtualshare holdermeeting.com/RIVN2025

April 23, 2025

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors of Rivian Automotive, Inc. of proxies to be voted at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. The Notice of Annual Meeting of Stockholders, this Proxy Statement, and proxy card or voting instruction form are being distributed or made available to stockholders starting on or about April 29, 2025.

Holders of record of our Class A common stock par value $0.001 per share (“Class A Common Stock”), and Class B common stock, par value $0.001 per share (“Class B Common Stock,” and, together with the Class A Common Stock, “Common Stock”), as of the close of business on April 23, 2025 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the Annual Meeting. Each share of our Class A Common Stock entitles its holders to one vote per share on all matters presented to our stockholders generally, and each share of Class B Common Stock entitles its holders to ten votes per share on all matters presented to our stockholders generally. At the close of business on the Record Date, there were 1,138,599,873 shares of Class A Common Stock and 7,825,000 shares of Class B Common Stock outstanding and entitled to vote at the Annual Meeting, representing 93.6% and 6.4% of the total voting power of our Common Stock, respectively. For more information, including how to attend and vote your shares, please see “Questions and Answers About the 2025 Annual Meeting of Stockholders” on page 61.

In this Proxy Statement, “Rivian,” “Company,” “we,” “us,” and “our” refer to Rivian Automotive, Inc. and its consolidated subsidiaries.

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements. Forward-looking statements in this Proxy Statement include, but are not limited to, statements regarding our business strategies and objectives, the timeline for future product launches, our joint venture with the Volkswagen Group and our executive compensation program. These forward-looking statements speak only as of the date when made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date of this Proxy Statement, except as required by applicable law. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the Securities and Exchange Commission (the “SEC”).



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 18, 2025 This Proxy Statement and our 2024 Annual Report to Stockholders are available at http://www.proxyvote.com/


			Rivian 2025 Proxy Statement			1

Proposal 1:
Election of Directors

At the Annual Meeting, three (3) Class I Directors are to be elected to hold office until the 2028 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal.

We currently have eight (8) directors on our Board of Directors. Our current Class I Directors are Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz. The Board of Directors has nominated Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz for election as Class I Directors at the Annual Meeting.

As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2028 Annual Meeting of Stockholders, Class II, whose current term will expire at the 2026 Annual Meeting of Stockholders, and Class III, whose current term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors who are also nominees for election at the Annual Meeting are Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz; the current Class II Directors are Karen Boone, Aidan Gomez and Rose Marcario; and the current Class III Directors Jay Flatley and John Krafcik.

Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of a majority of our outstanding voting stock entitled to vote in the election of directors.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class I Directors of the persons whose names and biographies appear below. In the event that any of Dr. Scaringe, Mr. Krawiec, or Mr. Schwartz should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board of Directors may elect to reduce its size. The Board of Directors has no reason to believe that any of Dr. Scaringe, Mr. Krawiec, or Mr. Schwartz will be unable to serve if elected. Each of Dr. Scaringe, Mr. Krawiec, and Mr. Schwartz has consented to being named in this Proxy Statement and to serve if elected.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the election of each of the below Class I Director nominees.


2			Rivian 2025 Proxy Statement

Nominees for Class I Director (terms to expire at the 2028 Annual Meeting)

The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class I Directors are as follows:


Name	Age	Served as a Director Since	Position with Rivian
Robert J. Scaringe	42	2009	Chief Executive Officer and Chairman of the Board of Directors
Peter Krawiec	53	2019	Director
Sanford Schwartz	72	2019	Director

The principal occupations and business experience, for at least the past five years, of each Class I Director nominee for election at the 2025 Annual Meeting are as follows:

Robert J. Scaringe

Age

Director Since

2009

Chief Executive Officer and Chairman of the Board of Directors

Dr. Scaringe founded Rivian in June 2009 and has since served as our Chief Executive Officer and member of our Board of Directors. Dr. Scaringe was designated as the Chairman of our Board of Directors in March 2018. While serving in these roles, Dr. Scaringe has led every major milestone achieved by the Company to date, including establishing its vertically integrated technology platforms, building multi-program manufacturing capabilities and developing meaningful partnerships. Dr. Scaringe holds a B.S. from Rensselaer Polytechnic Institute and an M.S. and Ph.D. in Mechanical Engineering from the Sloan Automotive Laboratory at the Massachusetts Institute of Technology.

We believe Dr. Scaringe’s operational and technical expertise, leadership and continuity that he brings as our Founder and Chief Executive Officer, and his educational experience in the automotive industry qualifies him to serve on our Board of Directors.

Peter
Krawiec

Age

Director Since

2019

Director

Mr. Krawiec has served on our Board of Directors since February 2019. He has served as Senior Vice President of Worldwide Corporate and Business Development at Amazon.com, Inc., a publicly-held global technology company, since March 2021. Prior to this role, Mr. Krawiec served as Vice President of Worldwide Corporate Development at Amazon from April 2007 to March 2021 and as Director of Worldwide Corporate Development at Amazon from October 2004 to April 2007. Earlier in his career, Mr. Krawiec spent seven years working in venture capital and investment banking. Mr. Krawiec holds a B.A. in Economics from Trinity College and an M.B.A. from the Kellogg School of Management at Northwestern University.

We believe Mr. Krawiec’s experience involving strategic acquisitions, investments, and partnerships in the technology industry, as well as his venture capital and investment banking background, qualifies him to serve on our Board of Directors.


			Rivian 2025 Proxy Statement			3

Sanford
Schwartz

Age

Director Since

2019

Director

Mr. Schwartz has served on our Board of Directors since September 2019. Mr. Schwartz has held several roles at Cox Enterprises, Inc. and its subsidiary businesses, an automotive and media conglomerate, which he joined in 1985. Since January 2025, Mr. Schwartz has served as a managing partner of Mudita Venture Partners, a venture capital firm. From January 2021 until December 2024, Mr. Schwartz served as Chief Executive Officer of the Cox Family Office, helping to guide family investments and estate planning for the company’s shareholders. Prior to this role, he served as President and Chief Executive Officer of Cox Automotive Inc., a global automotive services and software company, from his appointment in 2014, in addition to President of Manheim, a provider of end-to-end wholesale vehicle solutions, from his appointment in 2011. Prior to this role, Mr. Schwartz served as President of Cox Media Group, a media conglomerate, in various roles including serving as the President of AutoTrader and AutoTrader Publishing from 2006 to 2008. Previously, he served as President of Cox Arizona Publishing, Executive Vice President of the Austin American-Statesman, Vice President and General Manager of The Atlanta Journal-Constitution, Executive Vice President of Cox Newspapers and Vice President of Business Development for Cox Enterprises. Mr. Schwartz is currently a member of the board of directors of A.C. Green Youth Foundation, board of trustees of Northwood University, board of advisors of Axios, and board of directors of Checkered Flag Foundation.

We believe Mr. Schwartz’s extensive leadership and automotive industry experience qualifies him to serve on our Board of Directors.

Continuing Members of the Board of Directors:

Class II Directors (terms to expire at the 2026 Annual Meeting)

The current members of the Board of Directors who are Class II Directors are as follows:


Name	Age	Served as a Director Since	Position with Rivian
Karen Boone	51	2020	Director
Aidan Gomez	28	2025	Director
Rose Marcario	60	2021	Director

The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

Karen
Boone

Age

Director Since

2020

Director

Ms. Boone has served on our Board of Directors since August 2020. Ms. Boone most recently served as the Interim Co-CEO and Co-President of Peloton Interactive, Inc., a connected fitness company, from May 2024 to January 2025. She served as the President, Chief Financial and Administrative Officer of Restoration Hardware, Inc., a home furnishings company, from May 2014 to August 2018 and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. Ms. Boone currently serves on the board of directors of Sonos, Inc., an audio products company, Peloton Interactive, CoreWeave, Inc., a cloud computing company, and several private companies. Ms. Boone holds a B.S. in Business Economics from the University of California, Davis.

We believe Ms. Boone’s extensive finance, accounting and leadership experience qualifies her to serve on our Board of Directors.


4			Rivian 2025 Proxy Statement

Aidan
Gomez

Age

Director Since

2025

Director

Mr. Gomez has served as a member of our Board of Directors since April 2025. Mr. Gomez has served as Chief Executive Officer, Co-Founder and board member of Cohere Inc., a security-first enterprise artificial intelligence company, since September 2019. Prior to Cohere, Mr. Gomez served as a researcher at Google, working on its deep learning Google Brain project. Mr. Gomez holds a B.S. from University of Toronto and a Ph.D. in Computer Science from Oxford University.

We believe Mr. Gomez’s leadership experience and his expertise in the field of artificial intelligence qualifies him to serve on our Board of Directors.

Rose
Marcario

Age

Director Since

2021

Director

Ms. Marcario has served on our Board of Directors since January 2021. Ms. Marcario most recently served as the President and Chief Executive Officer and as a member of the board of directors of Patagonia, Inc., an outdoor apparel retailer, from May 2013 to June 2020. Prior to that, she served as the Chief Financial Officer and Chief Operating Officer of Patagonia, Inc. from 2008 to 2013. Before joining Patagonia, Ms. Marcario held several executive roles in private equity, technology, and retail industries, including as Chief Financial Officer of General Magic, which was spun-off from Apple Computer, and Vice President of Global Finance and Treasury of International Rectifier, Inc. (acquired by Infineon Technologies Americas Corp.), a semiconductor manufacturer. Ms. Marcario has served on the board of directors of several private companies, including currently serving on the board of directors of Meati, Inc., a plant-based food company. Ms. Marcario holds a BSc. in Business and Finance from the State University of New York at Albany and an M.B.A. from California State University, Dominguez Hills.

We believe Ms. Marcario’s extensive leadership experience in the private equity, technology, and retail industries qualifies her to serve on our Board of Directors.


			Rivian 2025 Proxy Statement			5

Class III Directors (terms to expire at the 2027 Annual Meeting)

The current members of the Board of Directors who are Class III Directors are as follows:


Name	Age	Served as a Director Since	Position with Rivian
Jay Flatley	72	2021	Director
John Krafcik	63	2023	Director

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

Jay
Flatley

Age

Director Since

2021

Director

Mr. Flatley has served as a member of our Board of Directors since May 2021. Mr. Flatley most recently served as acting Chief Executive Officer of Zymergen Inc., a biofacturing company, from August 2021 through October 2022. Mr. Flatley served as Chairman of the board of directors of Illumina, Inc., a public company focused on sequencing and array-based solutions for genetic analysis, from January 2020 to May 2021, after previously serving as Executive Chairman from July 2016 to January 2020, as Chief Executive Officer from December 2013 to July 2016 and as the President and Chief Executive Officer from October 1999 to December 2013. Prior to that, Mr. Flatley was co-founder, President, Chief Executive Officer, and a director of Molecular Dynamics, a life sciences company focused on genetic discovery and analysis, from July 1994 until its sale to Amersham Pharmacia Biotech in September 1998. Mr. Flatley currently serves as Chairman of the board of directors of Cellanome, a biotechnology company focused on developing a unique multiomics platform to measure biology, Chairman of the board of directors of the Wellcome Leap Fund, a non-profit focused on human health innovation, on the board of trustees for The Salk Institute, a non-profit focused on mentoring future generations of researchers, Chairman of the board of directors of Iridia, Inc., a private nanotechnology data storage company, and on the board of directors of Denali Therapeutics Inc., a biopharmaceutical company. Mr. Flatley has also served on the boards of directors of Coherent, Inc., a public company and provider of lasers and laser-based technologies, and Zymergen Inc. Mr. Flatley holds a B.S. and M.S. in Industrial Engineering from Stanford University and a B.A. in Economics from Claremont McKenna College.

We believe Mr. Flatley’s leadership and manufacturing experience as a senior executive and director of several public companies qualifies him to serve on our Board of Directors.


6			Rivian 2025 Proxy Statement

John
Krafcik

Age

Director Since

2023

Director

Mr. Krafcik has served as a member of our Board of Directors since July 2023. Mr. Krafcik served as Chief Executive Officer of Waymo LLC, an autonomous driving technology company and an independent company of Google's parent company, Alphabet, Inc., from September 2015 to May 2021, and served as a consultant to Waymo from May 2021 to May 2022. Prior to that, from April 2014 to September 2015, Mr. Krafcik served as President of TrueCar, Inc., a publicly traded automotive pricing and digital retailing website company, and as a director of TrueCar from February 2014 until March 2020. Prior to TrueCar, Mr. Krafcik was with Hyundai Motor America, a South Korean automaker, from March 2004 to December 2013, during which time he served as President and Chief Executive Officer from November 2008 to December 2013 and as Vice President of Product Development and Strategic Planning from March 2004 to November 2008. Prior to joining Hyundai, Mr. Krafcik was with Ford Motor Company, where he held various product development leadership positions. Mr. Krafcik currently serves on the supervisory board of Daimler Truck AG, a German commercial vehicle manufacturer. Mr. Krafcik holds a Bachelor of Science in Mechanical Engineering from Stanford University and a Masters in Management from the Sloan School of Management at the Massachusetts Institute of Technology.

We believe that Mr. Krafcik’s extensive leadership and product development experience in the automotive industry qualifies him to serve on our Board of Directors.


			Rivian 2025 Proxy Statement			7

Proposal 2:
Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Our Board of Directors has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of KPMG LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2024 and has served as our independent registered public accounting firm since August 20, 2021.

A representative of KPMG LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of KPMG LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2026. Even if the appointment of KPMG LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of the Company.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.


8			Rivian 2025 Proxy Statement

Independent Registered Public Accounting Firm Fees and Other Matters

The following table summarizes the fees of KPMG LLP, our independent registered public accounting firm, billed to us for the fiscal years ended December 31, 2024 and December 31, 2023 for audit and other services.



Fee Category	2024 ($)	2023 ($)

Audit Fees(1)	9,030,000	9,686,000
Audit-Related Fees(2)	150,000	330,000
Tax Fees(3)	1,470,000	1,270,000
All Other Fees(4)	20,000	—
Total Fees	10,670,000	11,286,000

(1)Audit fees for the fiscal years ended December 31, 2024 and 2023 include fees for the audit of our annual consolidated financial statements and internal control over financial reporting, reviews of our quarterly condensed consolidated financial statements, and certain other fees related to consents.

(2)Audit-related fees for the fiscal year ended December 31, 2024 include fees for the review of the 2022 consolidated statement of environmental metrics and consolidated statement of social metrics in accordance with standards established by the American Institute of Certified Public Accountants and certain other agreed upon procedures and accounting advisory services.

(3)Tax fees for the fiscal years ended December 31, 2024 and 2023 include fees for global mobility tax services.

(4)In the fiscal year ended December 31, 2023, there were no fees billed other than audit, audit-related, and tax fees.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage KPMG LLP to render any audit, audit-related, tax, or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by KPMG LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile, and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. The Audit Committee may, on a periodic basis, review and generally pre-approve the services (and related fee levels or budgeted amounts) that may be provided by KPMG LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee pre-approved all services performed since the Pre-Approval Policy was adopted.


			Rivian 2025 Proxy Statement			9

Audit Committee Report

The Audit Committee, management, and the independent registered public accounting firm each have different roles and responsibilities with respect to the Company’s financial statements and internal control over financial reporting.

The Audit Committee’s core purpose is to assist the Board of Directors by providing oversight over the Company’s financial reporting processes and annual and quarterly financial statements and related disclosures, the qualifications, performance and independence of the Company’s independent auditor, and the Company’s policies and practices regarding ethics and compliance. The Audit Committee operates under a written charter that has been approved by the Board of Directors and is reviewed annually.

Management is responsible for preparing the Company’s financial statements and for the financial reporting process, including evaluating the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting.

KPMG is the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States of America, and on the effectiveness of the Company’s internal control over financial reporting.

In connection with the preparation of the Company’s financial statements as of and for the year ended December 31, 2024, the Audit Committee reviewed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024 and discussed these financial statements with management and with KPMG. The Audit Committee has also received from, and discussed with, KPMG various communications that KPMG is required to provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

KPMG also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between KPMG and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with KPMG its independence from the Company.

Based on its discussions with management and KPMG, and its review of the representations and information provided by management and KPMG, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

•Karen Boone (Chair)

•Jay Flatley

•John Krafcik


10			Rivian 2025 Proxy Statement

Proposal 3:
Approval, on an Advisory
(Non-Binding) Basis, of the Compensation of Our Named Executive Officers in 2024

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we request that our stockholders cast a non-binding, advisory vote to approve the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Rivian Automotive, Inc. approve, on an advisory (non-binding) basis, the compensation of Rivian Automotive, Inc.’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Rivian Automotive, Inc.’s Proxy Statement for the 2025 Annual Meeting of Stockholders.”

We believe that our compensation programs and policies for the year ended December 31, 2024 were an effective incentive for the achievement of our goals, aligned with stockholders’ interest, and worthy of stockholder support. Additional details concerning how we structure our compensation programs to meet the objectives of our compensation programs are provided in the section titled “Executive Compensation” in this Proxy Statement. In particular, we discuss how we design our performance-based compensation programs, including equity compensation, and set compensation targets and other objectives to maintain a close correlation between Company and individual achievement.

This vote is merely advisory and will not be binding upon us, our Board of Directors or our Compensation Committee, nor will it create or imply any change in the duties of us, our Board of Directors or our Compensation Committee. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation decisions. The Board of Directors values constructive dialogue on executive compensation and other significant governance topics with our stockholders and encourages all stockholders to vote their shares on this important matter. At our 2022 Annual Meeting of Stockholders, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our named executive officers occur every year. In light of the foregoing recommendation, our Board of Directors determined to hold a “say-on-pay” advisory vote every year. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at the 2026 Annual Meeting of Stockholders.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers in 2024.


			Rivian 2025 Proxy Statement			11

Proposal 4:

Approval of Future Issuance of Shares of Class A Common Stock to Volkswagen International America, Inc.

We are seeking stockholder approval of future issuances of shares of Class A Common Stock to Volkswagen International America, Inc. (“VW”) pursuant to our Investment Agreement (as defined below), to the extent such issuances would result in VW beneficially owning securities representing more than 19.99% of our outstanding shares of Common Stock (the “Beneficial Ownership Limitation”) pursuant to Nasdaq Listing Rule 5635 (the “VW Share Issuance Proposal”).

Background

As previously disclosed, on November 13, 2024, we entered into an Investment Agreement with VW and Volkswagen AG, which was subsequently amended on April 17, 2025 (as so amended, the “Investment Agreement”). The Investment Agreement provides for a series of equity investments by VW in the Company upon the achievement of certain specified financial and operational milestones, through the sale and issuance of shares of Class A Common Stock and/or a note convertible into shares of Class A Common Stock, substantially in the form included as Exhibit B to the Investment Agreement (the “Convertible Note”). Our Board of Directors has determined that the Company’s entrance into the Investment Agreement and the issuance of the securities thereunder were in the best interests of the Company and its stockholders.

As of April 23, 2025, VW held approximately 7.8% of the aggregate voting power of the Company and beneficially owned 95,377,269 shares, or approximately 8.4%, of our outstanding Common Stock. At this time, the Company has not issued any shares of Class A Common Stock or the Convertible Note to VW pursuant to the Investment Agreement. In the future, however, VW’s beneficial ownership could exceed the Beneficial Ownership Limitation as a result of equity issuances pursuant to the Investment Agreement. As a result, we are seeking stockholder approval of the VW Share Issuance Proposal to comply with Nasdaq Listing Rule 5635 and to satisfy our obligations under the Investment Agreement.

Investment Agreement

The Investment Agreement provides for the following equity investments by VW in the Company:

•Tranche 1: Upon and subject to the later to occur of (A) June 30, 2025 and (B) the occurrence of certain Financial Milestones (as defined in the Investment Agreement), the Company will, upon payment of $1 billion therefor, at a 33% premium, issue to VW a number of shares of Class A Common Stock equal to $750 million divided by the price per share of Class A Common Stock based on the Company’s 30-trading day volume-weighted average price prior to, but not including, the date of the Financial Milestone Closing (as defined in the Investment Agreement);

•Tranche 2: Upon and subject to the occurrence of certain Testing Milestones (as defined in the Investment Agreement), the Company will (depending upon the Testing Milestones achieved in connection with a testing session) upon payment of the purchase price therefor:

•(A) issue to VW a number of shares of Class A Common Stock equal to $1 billion divided by the price per share of Class A Common Stock based on the Company’s 30-trading day volume-weighted average price prior to but not including the closing date of such investment;

•(B) issue to VW both (i) a number of shares of Class A Common Stock equal to $750 million divided by the price per share of Class A Common Stock based on the Company’s 30-trading day volume-weighted average price prior to but not including the closing date of such investment and (ii) the Convertible Note, in a principal amount of $250 million and bearing interest at 4.75% per annum; or

•(C) issue to VW a number of shares of Class A Common Stock equal to $250 million divided by the price per share of Class A Common Stock based on the Company’s 30-trading day volume-weighted average price prior to but not including the closing date of such investment, in which case a subsequent closing would occur upon further Testing Milestone achievement where the Company will issue a number of shares of Class A Common Stock equal to $750 million divided by the price per share of Class A Common Stock based on the Company’s 30-trading day volume-weighted average price prior to but not including the closing date of such investment; and


12			Rivian 2025 Proxy Statement

•Tranche 3: Upon and subject to the earlier to occur of (A) the SOP Milestone (as defined in the Investment Agreement) and (B) January 3, 2028, the Company will, upon payment of $460 million therefor, at a 84% premium, issue to VW a number of shares of Class A Common Stock equal to $250 million divided by the price per share of Class A Common Stock based on the Company’s 30-trading day volume-weighted average price prior to, but not including, the date of the SOP Closing (as defined in the Investment Agreement).

The principal amount of the Convertible Note, if issued, together with any accrued and unpaid interest thereon, (a) upon satisfaction of certain Testing Milestones not yet achieved at the time of its issuance, would be convertible into shares of Class A Common Stock at a price per share of Class A Common Stock based on the Company’s 30-trading day volume weighted average price prior to, but not including, the conversion date (which such conversion price would be subject to adjustment in connection with certain transactions), or (b) if not earlier converted, would mature on September 30, 2027.

The Investment Agreement contains representations, warranties, and covenants that are customary for similar financing transactions, including the following covenants:

•VW has agreed to certain limitations with respect to the transfer or disposition of shares of the Company’s Class A Common Stock that will apply so long as it, together with its affiliates, beneficially owns (or holds securities convertible into), in the aggregate, equity securities of the Company representing 5% or more of the outstanding Class A Common Stock (the “Clear Market Period”). In addition, unless approved in writing by the Board of Directors, during the Clear Market Period, VW has agreed that it, Volkswagen AG, together with its affiliates, will not beneficially hold in the aggregate more than 30% of voting power of the Company or any class of the Company’s capital stock then outstanding (the “30% Threshold”). To the extent VW and its affiliates exceed the 30% Threshold, VW will not be able to exercise voting or dispositive control over the excess Trust Shares (as defined in the Investment Agreement) and such Trust Shares will be sold or disposed of pursuant to the terms of the Investment Agreement. Finally, subject to the terms of the Investment Agreement, for as long as VW together with certain of its affiliates holds in the aggregate 25% or more of the voting power of all outstanding voting securities of the Company (the “Voting Agreement Threshold”), VW shall vote its shares in excess of the Voting Agreement Threshold in accordance with the recommendation of the Board of Directors.

•VW may deliver to the Company a written request (a “Demand Request”) that the Company prepare and file with the SEC a registration statement on Form S-3, or such other form as required to effect a registration of shares of Class A Common Stock held by, issued to, or issuable upon conversion of the Convertible Note to VW (the “Registrable Securities”), covering the resale of the Registrable Securities, including by means of an underwritten offering, subject to certain limitations. The obligations of the Company in respect of a Demand Request are subject to piggyback rights and certain exceptions, including that if such Demand Request relates to an underwritten offering, then it must be in respect of shares of Class A Common Stock with an aggregate offering value equal to at least $100 million. VW also has customary piggyback rights to include their Registrable Securities in registration effected by the Company on their own or another holder’s behalf, subject to certain limitations.

•If the Company issues the Convertible Note, it will become subject to a number of affirmative and restrictive covenants pursuant to Convertible Note, including, among others, covenants regarding the conduct of and carrying on of its business, and certain limitations with respect to the sale, transfer or license of assets or the issuance of shares of Class A Common Stock. Upon issuance, the Convertible Note will also contain certain specified events of default, the occurrence of which prior to the Conversion would entitle VW to immediately demand repayment of all outstanding principal and accrued and unpaid interest on the Convertible Note. Such events of default include, among others, failure or refusal of the Company to promptly effect the Conversion (as defined in the Convertible Note) on the Conversion Date Conversion (as defined in the Convertible Note) or to promptly deliver the shares payable upon the Conversion, certain defaults by the Company or any of its subsidiaries with respect to indebtedness of at least $100 million and certain events of bankruptcy, insolvency and reorganization involving the Company and its significant subsidiaries.

•The Company has agreed to use commercially reasonable efforts to hold a meeting of stockholders to approve the issuance of shares of Class A Common Stock to VW in excess of the Beneficial Ownership Limitation. The VW Share Issuance Proposal is intended to fulfill this covenant.

Reasons for Seeking Stockholder Approval

Our Class A Common Stock is listed on the Nasdaq Stock Market, and as such, we are subject to the Nasdaq Listing Rules. In order to comply with the Nasdaq Listing Rules and to satisfy conditions under the Investment Agreement, we are seeking stockholder approval of the VW Share Issuance Proposal.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change in control of a company may be deemed to occur for this purpose; however, Nasdaq suggests in its guidance that a change of control would be deemed by Nasdaq to have occurred, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding capital stock or voting power of capital


			Rivian 2025 Proxy Statement			13

stock and such ownership or voting power would be the company’s largest ownership position. Because the issuance of shares of our Class A Common Stock pursuant to the Investment Agreement will occur in future years, and the number of shares to be issued depends on us achieving certain milestones and on a specified pricing formula, we do not know whether one or more of these issuances may be deemed to be a change in control under Nasdaq Listing Rule 5635(b). However, if we issue a significant number of shares to VW, it is possible this could be deemed by Nasdaq to be a change of control. For example, as of April 23, 2025, VW held approximately 7.8% of the aggregate voting power of the Company and beneficially owned 95,377,269 shares, or approximately 8.4%, of our outstanding Common Stock. If each of the milestones required to trigger the maximum number of share issuances under of each of the three tranches of the Investment Agreement were to have occurred on April 23, 2025, then based on the Company’s last reported share price on April 23, 2025, the Company would have issued VW 169,491,525 shares of Class A Common Stock. Based on shares outstanding as of April 23, 2025, these issuance would have resulted in VW holding 17.9% of the voting power of the Company and 18.9% of the beneficial ownership of the Company as of April 23, 2025 which based on reported holdings as of December 31, 2024 would be the largest ownership position in the Company. Accordingly, we are preemptively seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(b).

Stockholders should note that a “change of control” as described under Rule 5635(b) applies only with respect to the application of such rule, and does not necessarily constitute a “change of control” for purposes of Delaware law or our organizational documents.

In addition, Nasdaq Listing Rule 5635(d) requires stockholder approval for certain transactions, other than public offerings, involving the issuance of 20% or more of the total pre-transaction shares outstanding at less than the applicable Minimum Price (as defined in Listing Rule 5635(d)(1)(A)). As described above, we do not know exactly what number of shares of Class A Common Stock will be issued pursuant to the Investment Agreement. As a result, the number of shares of Class A Common Stock issued to VW may exceed 20% or more of our outstanding shares of Common Stock. Accordingly, we are also preemptively seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(d)(2).

Effect of Approval

If the VW Share Issuance is approved, the Company and VW will be permitted to consummate the issuance and sale of the Class A Common Stock as contemplated by the Investment Agreement even if any such issuance or sale would exceed the Beneficial Ownership Limitation.

Based on shares outstanding as of April 23, 2025 and the Company’s last reported share price on April 23, 2025, if the maximum number of shares are issued under each tranche of the Investment Agreement, VW would hold, as of April 23, 2025, approximately 17.9% of the aggregate voting power of the Company and beneficially own approximately 18.9% of our outstanding Common Stock. The issuance of such shares will not affect the rights of the holders of our outstanding Class A Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including on the voting power and economic rights of the existing stockholders, and may result in a decline in the price of our Class A Common Stock or in greater price volatility.

Approval of the VW Share Issuance Proposal by our stockholders is a condition to certain of our and VW’s obligations under the Investment Agreement. If our stockholders do not approve the VW Share Issuance, among other things, VW will not be obligated to make further investments in the company to the extent any issuance or sale of Class A Common Stock in connection with such investments would require approval under Nasdaq Listing Rule 5635(b) or (d). In addition, we would be obligated under the Investment Agreement to use further commercially reasonable efforts to obtain stockholder approval and would bear associated costs.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the VW Share Issuance Proposal.


14			Rivian 2025 Proxy Statement

Proposal 5:

Approval of an Amendment to our Amended and Restated Certificate of Incorporation that Would Increase the Number of Authorized Shares of our Class A Common Stock

Our Amended and Restated Certificate of Incorporation currently authorizes the issuance of 3,507,825,000 shares of Common Stock, of which 3,500,000,000 has been designated as Class A Common Stock. The Board has unanimously adopted, approved and recommended to the Company’s stockholders the approval of an amendment to our Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of our Class A Common Stock to 5,250,000,000 shares which, in turn, would increase the total number of authorized shares of our Common Stock to 5,257,825,000 (the “Share Increase Amendment”). The additional 1,750,000,000 shares of Class A Common Stock authorized for issuance pursuant to the proposed Share Increase Amendment would be part of the existing Class A Common Stock and, if and when issued, would have the same rights and privileges as the shares of Class A Common Stock presently issued and outstanding. The holders of Class A Common Stock are not entitled to preemptive rights or cumulative voting.

The Share Increase Amendment will not affect the number of authorized shares of Class B Common Stock or preferred stock of the Company, par value $0.001 per share (the “Preferred Stock”). Currently, there are 10,000,000 authorized shares of Preferred Stock and no shares of Preferred Stock issued and outstanding and there are 7,825,000 shares of Class B Common Stock authorized, issued and outstanding.

The following table illustrates the effect the proposed Share Increase Amendment would have on the number of shares of Class A Common Stock available for issuance, if approved by our stockholders:



	As of April 23, 2025	Upon Effectiveness of Amendment

Total authorized shares of Class A Common Stock	3,500,000,000	5,250,000,000
Issued and outstanding shares of Class A Common Stock	1,138,599,873	1,138,599,873
Shares of Class A Common Stock reserved for future issuance upon conversion of outstanding shares of Class B Common Stock(1)	7,825,000	7,825,000
Shares of Class A Common Stock authorized for future issuance under Company Plans(2)	134,306,505	134,306,505
Shares of Class A Common Stock subject to outstanding equity awards under Company Plans	119,895,311	119,895,311
Shares of Class A Common Stock underlying outstanding warrants	11,242,532	11,242,532
Shares of Class A Common Stock underlying outstanding 2029 Green Convertible Notes	102,459,000	102,459,000
Shares of Class A Common Stock underlying outstanding 2030 Green Convertible Notes	94,417,012	94,417,012


			Rivian 2025 Proxy Statement			15



	As of April 23, 2025	Upon Effectiveness of Amendment

Total issued and outstanding shares of Class A Common Stock, Shares reserved for future issuance upon conversion of outstanding shares of Class B Common Stock, Shares authorized for future issuance under Company Plans, Shares subject to outstanding equity awards under Company Plans, Shares underlying outstanding warrants, Shares underlying outstanding 2029 Green Convertible Notes and Shares underlying outstanding 2030 Green Convertible Notes	1,608,745,233	1,608,745,233
Shares of Class A Common Stock available for issuance(3)	1,891,254,767	3,641,254,767

(1)Consists of shares of Class A Common Stock that, pursuant to our Amended and Restated Certificate of Incorporation, we are required to reserve for issuance upon conversion of Class B Common Stock.

(2)“Company Plans” include the Rivian Automotive, Inc. 2015 Long-Term Incentive Plan, 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan.

(3)Excludes shares of Class A Common Stock that may be issued pursuant to the VW Share Issuance, as described in Proposal 4.

As indicated in the table above, as of April 23, 2025, 33% of our authorized shares are outstanding, and the settlement of all of our currently outstanding equity awards, outstanding warrants, and outstanding 2029 Green Convertible Notes and 2030 Green Convertible Notes, the grant of new equity awards under Company Plans up to the full number of shares available thereunder and the issuance of shares under the 2021 ESPP up to the full number of shares available thereunder would result in the issuance of 46% of our authorized shares of Common Stock (without giving effect to Proposal 4). In addition, as described in Proposal 4, we are party to an Investment Agreement with the Volkswagen Group, which provides for a series of equity investments by VW in the Company upon the achievement of certain specified financial and operational milestones. The issuance of the maximum number of shares under each tranche of the Investment Agreement (calculated based on 1,138,599,873 shares outstanding as of April 23, 2025 and a price per share of $11.80, which is the last reported share price of the Company’s Class A Common Stock on April 23, 2025) would result in the issuance of an additional 5% of our authorized shares of Common Stock, for a total of 51%.

Therefore, our Board believes it is in the best interests of the Company and our stockholders to increase our authorized shares of Class A Common Stock in order to have additional shares available for use as our Board deems appropriate or necessary, including having shares available for the VW Share Issuance, to settle our outstanding equity awards and to grant new equity awards using shares authorized under Company Plans. As such, the primary purpose of the Share Increase Amendment is to facilitate the VW Share Issuance and to provide the Company with greater flexibility with respect to managing its Class A Common Stock in connection with such corporate purposes as may, from time to time, be considered advisable by our Board. These corporate purposes could include, without limitation, financing activities, public or private offerings, stock dividends or splits, conversions of convertible securities, issuance of stock options and other equity awards pursuant to our employee benefit plans, establishing a strategic relationship with a corporate partner and acquisition transactions. Having an increased number of authorized but unissued shares of Class A Common Stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. Our Board will determine whether, when and on what terms the issuance of shares of Class A Common Stock may be warranted in connection with any of the foregoing purposes.

Other than as listed in the table above and the footnotes thereto and as described in Proposal 4, we do not currently have any arrangements, agreements or understandings that would require the issuance of additional shares of Class A Common Stock. Because our directors and executive officers have outstanding equity awards under our Company Plans, as applicable, and may be granted additional equity awards under these plans, they may be deemed to have an indirect interest in the Share Increase Amendment, because absent the amendment, the Company may not have sufficient authorized shares to grant such awards.

The Share Increase Amendment will not have any immediate effect on the rights of existing stockholders. However, our Board of Directors will have the authority to issue authorized Class A Common Stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or Nasdaq rules. Future issuances of Class A Common Stock or securities convertible into or exchangeable for Class A Common Stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders.

Our Board has not proposed the Share Increase Amendment with the intention of discouraging tender offers or takeover attempts of the Company. However, the availability of additional authorized shares of Class A Common Stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of our company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would


16			Rivian 2025 Proxy Statement

prevent our Board from taking any appropriate actions not inconsistent with its fiduciary duties. We do not have a poison pill plan and have not made any non-stockholder approved repricings of our equity awards.

If our stockholders approve this proposal, then the first paragraph of Article Fourth of our Amended and Restated Certificate of Incorporation will be amended to read as follows (with additions of text indicated by underlining and deletions of text indicated by strike-outs):

FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is 3,517,825,000 5,267,825,000 comprised of two classes as follows: (i) 3,507,825,000 5,257,825,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), of which (a) 3,500,000,000 5,250,000,000 shares shall be a series designated as Class A Common Stock (the “Class A Common Stock”) and (b) 7,825,000 shares shall be a series designated as Class B Common Stock (the “Class B Common Stock”), and (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share (the “Preferred Stock”).

If our stockholders approve the Share Increase Amendment, our Board has authorized our officers to file a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the Share Increase Amendment at the Annual Meeting, and the Certificate of Amendment would become effective upon acceptance by the Delaware Secretary of State. All other sections of the Amended and Restated Certificate of Incorporation would be maintained in their current form (except to the extent an amendment is made pursuant to Proposal 6 or Proposal 7). For the avoidance of doubt, approval of the Voting Clarification Amendments (as defined below) by the stockholders would not impact the Share Increase Amendment.

If our stockholders do not approve the Share Increase Amendment, the Certificate of Amendment will not be filed with the Delaware Secretary of State and the current Amended and Restated Certificate of Incorporation would remain in effect in its entirety (except to the extent it is amended pursuant to Proposal 6 or Proposal 7). However, even if our stockholders approve the Share Increase Amendment, our Board retains discretion under Delaware law to determine when to file the Certificate of Amendment with the Delaware Secretary of State and to abandon the Share Increase Amendment notwithstanding prior stockholder approval of the Share Increase Amendment.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the approval of the Share Increase Amendment.


			Rivian 2025 Proxy Statement			17

Proposal 6:

Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers from Breaches of Fiduciary Duty to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware

General

As part of its continuing review of our corporate governance standards and practices, the Board has unanimously adopted, approved and recommended to the Company’s stockholders the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect developing law (the “Officer Exculpation Amendment”).

Effective August 1, 2022, Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended (“Amended 102(b)(7)”) to enable a corporation to include in its certificate of incorporation a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances. Previously, Section 102(b)(7) of the DGCL provided for the ability to exculpate directors only and our Amended and Restated Certificate of Incorporation currently limits the monetary liability of our directors in certain circumstances consistent with Section 102(b)(7) of the DGCL. Amended 102(b)(7) allows for the exculpation of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Further, Amended 102(b)(7) does not permit a corporation to exculpate covered officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Under Amended 102(b)(7), the officers who may be exculpated include a person who (i) is the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful, (ii) is or was identified in the corporation’s public filings with the SEC because such person is or was one of the most highly compensated executive officers of the corporation, or (iii) has consented to services of process in Delaware by written agreement (the “Covered Officers”).

Effect of the Amendment

The proposed Officer Exculpation Amendment would allow for the exculpation of our officers to the fullest extent permitted by the DGCL. As described above, this currently means that the proposed Officer Exculpation Amendment would allow for the exculpation of Covered Officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate such officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Further, the Officer Exculpation Amendment would not limit the liability of Covered Officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which a Covered Officer derived an improper personal benefit.


18			Rivian 2025 Proxy Statement

Rationale for Adoption of the Amendment

Our Board believes that adopting the Officer Exculpation Amendment would better position the Company to attract top officer candidates and retain our current officers. The Officer Exculpation Amendment would also more closely align the protections available to our officers with those already available to our directors. We believe that failing to adopt the Officer Exculpation Amendment could impact our recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense, and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

In addition, adopting the Officer Exculpation Amendment would enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability. The nature of the role of officers often requires them to make decisions on crucial matters. Frequently, officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability based on hindsight, especially in the current litigious environment and regardless of merit. Limiting our current and prospective officers’ concern about personal risk would empower officers to best exercise their business judgment in furtherance of stockholder interests and better position the Company to retain our current officers and attract top officer candidates. Enhancing our ability to retain and attract experienced officers is in the best interests of the Company and its stockholders and we should seek to assure such persons that exculpation under certain circumstances is available.

If our stockholders approve this proposal, a new Article Twelfth will be inserted in our Amended and Restated Certificate of Incorporation to read as follows:

TWELFTH: To the fullest extent permitted by law, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Twelfth to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article Twelfth by the stockholders of the Corporation shall not adversely affect any right or protection of an officer of the Corporation existing at the time of, or increase the liability of any officer of the Corporation with respect to any acts or omissions of such officer occurring prior to, such repeal or modification.

If our stockholders approve the Officer Exculpation Amendment, our Board has authorized our officers to file a Certificate of Amendment with the Delaware Secretary of State to effect the Officer Exculpation Amendment, which we anticipate doing as soon as practicable following stockholder approval of the Officer Exculpation Amendment at the Annual Meeting, and the Certificate of Amendment would become effective upon acceptance by the Delaware Secretary of State. All other sections of the Amended and Restated Certificate of Incorporation would be maintained in their current form (except to the extent Article Fourth is amended pursuant to Proposal 5 or Proposal 7).

If our stockholders do not approve the Officer Exculpation Amendment, the Certificate of Amendment will not be filed with the Delaware Secretary of State and the current Amended and Restated Certificate of Incorporation would remain in effect in its entirety (except to the extent Article Fourth is amended pursuant to Proposal 5 or Proposal 7). However, even if our stockholders approve the Officer Exculpation Amendment, our Board retains discretion under Delaware law to determine when to file the Certificate of Amendment with the Delaware Secretary of State and to abandon the Officer Exculpation Amendment notwithstanding prior stockholder approval of the Officer Exculpation Amendment.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the Amendment of our Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware.


			Rivian 2025 Proxy Statement			19

Proposal 7:

Approval of Amendments to our Amended and Restated Certificate of Incorporation to Clarify Voting Requirements to Amend the Number of Authorized Shares of our Common Stock and Preferred Stock

As part of its continuing review of our corporate governance standards and practices, the Board has unanimously adopted, approved and recommended to the Company’s stockholders the approval of amendments to the Company’s Amended and Restated Certificate of Incorporation to clarify certain voting requirements in light of recent changes to the DGCL (the “Voting Clarification Amendments“).

Our Amended and Restated Certificate of Incorporation includes provisions providing that the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Company entitled to vote thereon may amend the number of authorized shares of our Common Stock and the number of authorized shares of our Preferred Stock (the number of authorized shares of Common Stock and Preferred Stock together, the “Authorized Stock”), irrespective of the provisions of Section 242(b)(2) of the DGCL.

Effective as of August 1, 2023, Section 242 of the DGCL was amended to add Section 242(d), which modified the voting standard for stockholders of a Delaware corporation to approve an amendment to the corporation’s certificate of incorporation to increase or decrease the corporation’s authorized shares, among other things. Prior to the amendment of Section 242, Delaware corporations were required to obtain the affirmative vote of a majority of the outstanding shares entitled to vote on such a proposal and, to the extent applicable, the affirmative vote of a majority of the outstanding shares of each class of stock entitled to vote on the proposal as a separate class. Pursuant to Section 242(d)(2) of the DGCL (“Section 242(d)(2)”), unless otherwise required by a corporation’s certificate of incorporation, an amendment to increase or decrease the authorized number of shares of a class of capital stock may be approved by the affirmative vote of a majority of the votes cast for and against by the stockholders entitled to vote on the proposal, voting as a single class, so long as (a) the applicable class of shares is listed on a national securities exchange immediately before the charter amendment becomes effective and (b) the corporation will meet exchange listing requirements concerning minimum number of stockholders immediately after the amendment becomes effective, among other potential requirements.

Because our Amended and Restated Certificate of Incorporation currently provides that the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Company entitled to vote on such matter may increase or decrease the number of Authorized Stock, irrespective of the provisions of Section 242(b)(2), there is currently uncertainty as to whether we may take advantage of the simple majority of the votes cast voting standard provided for by Section 242(d)(2) for amendments to increase the number of Authorized Stock. By removing from our Amended and Restated Certificate of Incorporation the recitation of the voting standard found in Section 242(b)(2), this proposal is intended to clarify that the voting standard found in Section 242(d)(2) would apply to any amendment to increase the number of Authorized Stock when the requirements of Section 242(d)(2) are satisfied.


20			Rivian 2025 Proxy Statement

If our stockholders approve this proposal, then Article Fourth Part A. 2.2. of our Amended and Restated Certificate of Incorporation will be amended to read as follows (with additions of text indicated by underlining and deletions of text indicated by strike-outs):

There shall be no cumulative voting. The Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any without a separate vote of the any holders of one or more series of Preferred Stock entitled to vote thereon) the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shares of Common Stock, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

In addition, the final sentence of Article Fourth Part B. of our Amended and Restated Certificate of Incorporation will be amended to read as follows (with additions of text indicated by underlining and deletions of text indicated by strike-outs):

The Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any without a separate vote of the any holders of one or more series shares of Preferred Stock entitled to vote thereon) the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

If our stockholders approve the Voting Clarification Amendments, our Board has authorized our officers to file a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the Voting Clarification Amendments at the Annual Meeting, and the Certificate of Amendment would become effective upon acceptance by the Delaware Secretary of State. All other sections of the Amended and Restated Certificate of Incorporation would be maintained in their current form (except to the extent amendments are made pursuant to Proposal 5 or Proposal 6). For the avoidance of doubt, approval of the Voting Clarification Amendments by the stockholders would not impact the other proposals under consideration at the Annual Meeting, including the Share Increase Amendment.

If our stockholders do not approve the Voting Clarification Amendments, the Certificate of Amendment will not be filed with the Delaware Secretary of State and the current Amended and Restated Certificate of Incorporation would remain in effect in its entirety (except to the extent it is amended pursuant to Proposal 5 or Proposal 6). However, even if our stockholders approve the Voting Clarification Amendments, our Board retains discretion under Delaware law to determine when to file the Certificate of Amendment with the Delaware Secretary of State and to abandon the Voting Clarification Amendments notwithstanding prior stockholder approval of the Voting Clarification Amendments.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the approval of amendments to our Amended and Restated Certificate of Incorporation to clarify voting requirements to amend the number of authorized shares of our Common Stock and Preferred Stock.


			Rivian 2025 Proxy Statement			21

Proposal 8: Approval of the Adjournment of the Annual Meeting

The Board believes that, if the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 4, Proposal 5, Proposal 6, or Proposal 7, it is in the best interests of the stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve Proposal 4, Proposal 5, Proposal 6, or Proposal 7, as applicable.

We are requesting that our stockholders authorize the holder of any proxy solicited by the Board to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Annual Meeting to another time and place, if necessary, to solicit additional proxies in the event there are not sufficient votes to approve Proposal 4, Proposal 5, Proposal 6, or Proposal 7. If our stockholders approve this proposal, we could adjourn the Annual Meeting and any adjourned or postponed session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted.



			Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote FOR the approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5, Proposal 6, or Proposal 7.


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Corporate Governance

General

Our Board of Directors has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Audit Committee, Compensation Committee, Nominating and Governance Committee, and Planet and Policy Committee to assist the Board of Directors in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Governance” section of the “Investor Relations” page of our website located at www.rivian.com.

Director Independence

Karen Boone, Jay Flatley, Aidan Gomez, John Krafcik, Peter Krawiec, Rose Marcario, Sanford Schwartz and Pamela Thomas-Graham each qualify as “independent” in accordance with the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by The Nasdaq Stock Market LLC Listing Rules (the “Nasdaq Rules”), our Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director. There are no family relationships among any of our directors or executive officers.

Executive Sessions

Our independent directors meet in executive session on a regularly scheduled basis. Each executive session of the independent directors is presided over by Karen Boone, our Lead Independent Director.

Director Candidates

The Nominating and Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board of Directors and filling vacancies on the Board of Directors. To facilitate the search process, the Nominating and Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest, and determines if candidates meet the qualifications desired by the Nominating and Governance Committee for candidates for election as a director.

In evaluating the suitability of individual candidates (both new candidates and current directors), the Nominating and Governance Committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics, and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; professional and academic experience relevant to the Company’s industry, operations, business lines, and target markets; experience as a board member of another publicly held company; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors; ability to make mature business judgments, including the ability to make independent analytical inquiries; and any other relevant qualifications, attributes, or skills. The Board of Directors evaluates each individual in the context of the Board of Directors as a whole, with the objective of ensuring that the Board of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Stockholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Governance Committee, c/o Secretary, Rivian Automotive, Inc., 14600 Myford Road, Irvine, California 92606. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.


			Rivian 2025 Proxy Statement			23

Communications from Stockholders

The Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chairman of the Board of Directors consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board of Directors should address such communications in writing to the Board of Directors, c/o Secretary, Rivian Automotive, Inc., 14600 Myford Road, Irvine, California 92606.

Board Leadership Structure and Role in Risk Oversight

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board of Directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Currently, the roles are combined, with Dr. Scaringe serving as Chairman of the Board of Directors and Chief Executive Officer. Our Board of Directors has determined that combining the roles of Chairman of the Board of Directors and Chief Executive Officer is best for our Company and its stockholders at this time because it promotes unified leadership by Dr. Scaringe and allows for a single, clear focus for management to execute the Company’s strategy and business plans. Our Board of Directors also benefits from the strong leadership of Ms. Boone, our Lead Independent Director, and is comprised of individuals with extensive experience in finance and accounting, the automotive and technology industries, and public company management. For these reasons and because of the strong leadership of Dr. Scaringe as Chairman of the Board of Directors and Chief Executive Officer, our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Our Corporate Governance Guidelines provide that, if the Chairman of our Board of Directors is a member of management or does not otherwise qualify as independent, the independent members of our Board of Directors may elect among themselves a lead independent director. Ms. Boone has served as our Lead Independent Director since November 2021. The Lead Independent Director’s responsibilities include, but are not limited to, presiding over all meetings of the Board of Directors at which the Chairman of the Board of Directors is not present, including any executive sessions of the independent directors, approving the Board of Directors’ meeting schedules and agendas, and acting as liaison between the independent directors of the Board of Directors and the Chief Executive Officer and Chairman of the Board of Directors.

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face. Throughout the year, senior management reviews these risks with the Board of Directors at regular Board of Directors meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. While our Board of Directors is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk and enterprise exposures and the steps our management has taken to mitigate such exposures, including the structure, design, adoption, and implementation of our risk management policies and internal control systems. The Audit Committee also oversees management of cybersecurity, information technology, data and privacy risks and approves or disapproves any related person transactions. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Nominating and Governance Committee manages risks associated with the independence of our Board of Directors and governance matters. Our Planet and Policy Committee manages risks associated with environmental, social responsibility, human rights, and public policy and regulatory matters. The Board of Directors does not believe that its leadership structure affects its role in the oversight of our risks.


24			Rivian 2025 Proxy Statement

Code of Ethics

We have a written Code of Business Conduct and Ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics in the “Governance” section of the “Investor Relations” page of our website located at www.rivian.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq Rules concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Insider Trading Compliance Policy; Anti-Hedging Policy

Our Board of Directors has adopted an Insider Trading Compliance Policy, which governs the purchase, sale and other dispositions of our securities by our directors, officers, and employees. We believe our Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. It is also our policy to comply with applicable insider trading laws and regulations with respect to transactions in our own securities. A copy of our Insider Trading Compliance Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. Additionally, unless otherwise approved by our Board of Directors, our Insider Trading Compliance Policy prohibits our directors, officers, and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders.

Board Member Attendance

There were nineteen (19) meetings of the Board of Directors during the fiscal year ended December 31, 2024. During the fiscal year ended December 31, 2024, each incumbent director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which is available on our website at www.rivian.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board of Directors and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board of Directors or a committee of the Board of Directors is expected to notify the Chairman of the Board of Directors or the Chairperson of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend. All of our directors then serving attended the 2024 Annual Meeting of Stockholders.


			Rivian 2025 Proxy Statement			25

Committees of the Board

Our Board of Directors has established four standing committees — Audit, Compensation, Nominating and Governance, and Planet and Policy — each of which operates under a written charter that has been approved by our Board of Directors.

The members of each of the committees of our Board of Directors and committee chairpersons (or “Chair”) as of April 23, 2025 are set forth in the following chart.

Name

Audit

Compensation

Nominating and Governance

Planet and Policy

Karen Boone

Chair

Jay Flatley

Aidan Gomez

John Krafcik

Chair

Peter Krawiec

Rose Marcario

Chair

Sanford Schwartz

Chair

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting process. Our Audit Committee’s responsibilities include, among other things:

•appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•overseeing the work of our independent registered public accounting firm;

•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•reviewing the scope of the internal and independent auditors’ assessment of internal control over financial reporting;

•coordinating our Board of Directors’ oversight of our Code of Business Conduct and Ethics and monitoring the procedures in place to enforce the Code of Business Conduct and Ethics;

•reviewing with management our major financial risk and enterprise exposures and the steps taken to mitigate such exposures, including cybersecurity, information technology, data and privacy risks, as well as management’s operation of our cybersecurity risk management program;

•reviewing and providing oversight with respect to our procedures for the receipt, retention, and treatment of accounting related complaints and concerns;

•reviewing and approving or ratifying any related person transactions; and

•preparing the Audit Committee report required by the SEC rules (which is included on page 10 of this Proxy Statement).

The Audit Committee charter is available on our website at www.rivian.com. The members of the Audit Committee are Ms. Boone, Mr. Flatley, and Mr. Krafcik. Ms. Boone serves as the Chair of the committee. Our Board of Directors has affirmatively determined that each of Ms. Boone, Mr. Flatley and Mr. Krafcik is independent for purposes of serving on an audit committee under Rule 10A-3 promulgated under the Exchange Act and the Nasdaq Rules, including those related to audit committee membership.

The members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq Rules. In addition, our Board of Directors has determined that Ms. Boone qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended (“Regulation S-K”), and under the similar Nasdaq Rules requirement that the audit committee have a financially sophisticated member.

The Audit Committee met six (6) times in 2024.


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Compensation Committee

Our Compensation Committee oversees policies relating to the compensation and benefits of our executive officers and directors. Our Compensation Committee’s responsibilities include, among other things:

•recommending to the Board of Directors the compensation and related policies for directors in respect of their service on the Board of Directors and its committees;

•reviewing and approving, or recommending to the Board of Directors for approval, the compensation of our Chief Executive Officer;

•reviewing and approving, or recommending to the Board of Directors, the compensation of our other executive officers;

•recommending to the Board of Directors the compensation and related policies for directors and reviewing director compensation;

•reviewing and approving, or recommending to the Board of Directors for approval, any employment agreements and any severance arrangements or plans for our Chief Executive Officer and other executive officers;

•reviewing and discussing annually with management our “Compensation Discussion and Analysis;”

•providing general oversight of our compensation and benefits policies, practices, and plans to ensure they advance our strategic goals and comply with regulatory requirements and applicable law, as well as overseeing the management of related risks;

•reviewing our equity incentive compensation and other stock-based plans, and recommending changes in such plans as it deems necessary or appropriate;

•administering our clawback policy;

•making recommendations to the Board of Directors regarding succession planning for the CEO and our other executive officers;

•reviewing with management our strategies, policies and practices with respect to human capital management, talent management, diversity, equity and inclusion, workplace culture and employee engagement; and

•preparing the annual Compensation Committee report.

The Compensation Committee generally relies on market informed recommendations from third-party compensation consultants and also considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, which is available on our website at www.rivian.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel, and other advisors to assist in carrying out its responsibilities. Since March 2021, the Compensation Committee has engaged Semler Brossy, a compensation consulting firm (“Semler Brossy”), to assist in making decisions regarding the amount and types of compensation to provide our executive officers and non-employee directors. Semler Brossy reports directly to the Compensation Committee. The Compensation Committee has considered the advisor independence factors required under SEC rules as they relate to Semler Brossy and has determined that Semler Brossy’s work does not raise a conflict of interest.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time and may also delegate to one or more officers the authority to grant equity awards to certain employees. The Compensation Committee has delegated to an Equity Incentive Committee, comprised of Company officers, the authority to grant equity awards to certain employees, as further described in its charter and certain resolutions approved by the Compensation Committee, and subject to the terms of our equity plans.

The members of our Compensation Committee are Ms. Boone, Mr. Flatley and Mr. Schwartz. Mr. Schwartz serves as the Chair of the Compensation Committee. Each member of the Compensation Committee qualifies as an independent director under Nasdaq’s heightened independence standards for members of a compensation committee and as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act.

The Compensation Committee met eight (8) times in 2024.


			Rivian 2025 Proxy Statement			27

Nominating and Governance Committee

Our Nominating and Governance Committee oversees and assists our Board of Directors in reviewing and recommending nominees for election as directors and developing and maintaining our corporate governance policies. Our Nominating and Governance Committee’s responsibilities include, among other things:

•identifying individuals qualified to become directors;

•recommending to the Board of Directors the persons to be nominated for election as directors and to each committee of the Board of Directors;

•developing and recommending Corporate Governance Guidelines to the Board of Directors, and reviewing and recommending to the Board of Directors proposed changes to our Corporate Governance Guidelines from time to time; and

•overseeing a periodic evaluation of the Board of Directors and the committees of the Board of Directors.

The Nominating and Governance Committee charter is available on our website at www.rivian.com. The members of our Nominating and Governance Committee are Mr. Krafcik and Ms. Marcario. Mr. Krafcik serves as the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders.

The Nominating and Governance Committee met four (4) times in 2024.

Planet and Policy Committee

Our Planet and Policy Committee oversees and assists our Board of Directors in overseeing and advising the Company with respect to our ongoing commitment to environmental matters, sustainability initiatives, nonprofit initiatives, public policy and regulatory matters, and human rights and social responsibility, and other related matters (“P&P Matters”). Our Planet and Policy Committee’s responsibilities include, among other things:

•developing, recommending to the Board of Directors, and reviewing at least once a year a set of P&P Matters guidelines;

•overseeing our reporting and disclosure with respect to P&P Matters;

•developing a process for the evaluation of our P&P Matters efforts and consideration of current and emerging P&P Matters that may affect our business, operations, performance, or public image; and

•overseeing our efforts to implement systems to monitor P&P Matters.

The Planet and Policy Committee charter is available on our website at www.rivian.com. The members of our Planet and Policy Committee are Ms. Marcario and Mr. Schwartz. Ms. Marcario serves as the Chair of the Planet and Policy Committee.

The Planet and Policy Committee met three (3) times in 2024.


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Executive Officers

The following table identifies our current executive officers:


Name	Age	Position
Robert J. Scaringe(1)	42	Chief Executive Officer and Chairman of the Board of Directors
Claire McDonough(2)	43	Chief Financial Officer

(1)See biography on page 3 of this Proxy Statement.

(2)Ms. McDonough has served as our Chief Financial Officer since January 2021. Before Rivian, Ms. McDonough was a Managing Director and Co-head of Disruptive Commerce at J.P. Morgan, a multinational investment bank and financial services company, where she worked from September 2014 to January 2021. From June 2013 to August 2014, Ms. McDonough worked as Vice President and Treasurer and Senior Director of Finance and Strategy at Fairway Market, a food retailer. Since April 2025, Ms. McDonough has served on the Board of Directors of AutoZone, Inc., an automotive parts retailer and distributor. Ms. McDonough also currently serves on the Board of Rivian and VW Group Technology, LLC, our joint venture with the Volkswagen Group. Ms. McDonough holds a B.A. in Public Policy and Visual Art from Duke University and an M.B.A. from the University of Chicago Booth School of Business.


			Rivian 2025 Proxy Statement			29

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) includes a detailed discussion of compensation of the following executive officers, which we refer to collectively as our named executive officers (“NEOs”):


Robert J. Scaringe			Founder and Chief Executive Officer (“CEO”)
Claire McDonough			Chief Financial Officer (“CFO”)
Kjell Gruner			Former Chief Commercial Officer (“CCO”)

In July 2024, Dr. Gruner resigned from his position as our Chief Commercial Officer and was no longer designated as an executive officer of the Company as defined under Rule 3b-7 of the Exchange Act. As required under SEC disclosure rules, Dr. Gruner is included as an NEO for 2024.

Executive Summary

Rivian exists to create products and services that help our planet transition to carbon neutral energy and transportation. Rivian designs, develops, and manufactures category-defining electric vehicles and accessories and sells them directly to customers in the consumer and commercial markets. Rivian complements its vehicles with a full suite of proprietary, value-added services that address the entire lifecycle of the vehicle and deepen its customer relationships.

Starting with a clean sheet, we built a vertically integrated ecosystem comprised of our vehicle technology platform, cloud architecture, product development and operations, products, and services. Interconnected by our data and analytics backbone, our ecosystem is designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.

Our executive compensation program is designed to attract, retain, and motivate our executive team to fulfill our mission. We believe that our approach to executive compensation is aligned with our stockholder and broader stakeholder interests. Most compensation for our executive officers is delivered in equity, and in 2024 included performance restricted stock units (PSUs) for both the CEO and CFO based on rigorous goals that are directly aligned with returns for our stockholders. We believe that equity compensation is a critical element of our compensation philosophy to focus our executive officers on our mission and the successful execution of our Company priorities and aligns their interests with the long-term interests of our stockholders.

2024 Operational Highlights

In 2024, we achieved several significant operational results:

•Profitability: Achieved our first quarter of positive gross profit, generating $170 million of gross profit in the fourth quarter of 2024. Removed $31,000 of automotive cost of revenues per vehicle delivered compared to the fourth quarter of 2023.

•Impact: ~123,000 Rivian vehicles on the road and over 1.8 billion miles driven.

•Customer Satisfaction: A leading consumer publication ranked the Rivian brand number one in its owner satisfaction survey, with an 86% score on if “owners would buy again” for the second year in a row, R1T was named “Edmunds Top Rated Truck in 2025” and both R1T and R1S received the TOP SAFETY PICK+ award from the Insurance Institute for Highway Safety, or IIHS.

•Technology Leadership: Entered into a joint venture, Rivian and VW Group Technology, LLC, to create the next-generation of electrical architecture and vertically integrated software for electric vehicles, with a total deal size of up to $5.8 billion of proceeds, which is subject to the achievement of certain milestones and conditions and obtaining relevant regulatory clearances. We also continued to advance our Rivian Autonomy Platform including the launch of Enhanced Highway Assist in Gen 2 vehicles in March 2025.

•New Platforms and Technologies: Unveiled our R2, R3 and R3X vehicles, underpinned by our midsize platform. The R2 is expected to start production in the first half of 2026. We also launched our second-generation R1 vehicles which improved the cost structure of our R1 vehicles while also incorporating new technologies which will serve as a foundation for our midsize platform including our zonal network architecture, improved software stack, and Rivian Autonomy Platform.

•Customer Experience: Expanded our commercial footprint to 22 experiential spaces, 71 service centers, over 600 mobile service vans and 666 Rivian Adventure Network Chargers. Began opening Rivian Adventure Network to non-Rivian customers.


30			Rivian 2025 Proxy Statement

2024 Executive Compensation Highlights

Our 2024 executive compensation program was designed to be consistent with our overall executive compensation philosophy. In light of our performance in 2024, the Compensation Committee approved the following compensation actions for our NEOs, which is more fully described in this CD&A.


Compensation Element			Actions
Base Salary			•No base salary changes were made in 2024.
Annual Incentive Bonus			•The Compensation Committee increased the bonus target of our CEO from 50% to 100%, effective January 1, 2024. The increase was based on, among other things, peer group data and internal pay equity considerations. •In May 2024, the Compensation Committee approved our annual incentive bonus program for 2024, under which each of our NEOs (excluding the CEO) had a target incentive of 50% of base salary. Our annual incentive bonus opportunity for our NEOs were based upon a holistic assessment of financial, production, customer/growth, and organizational goals. The annual incentive bonus program metrics for our NEOs were vehicle deliveries, quality metrics, cash operating expense and gross margin, and product development. •The Company’s 2024 performance resulted in 30% achievement against our goals and the Compensation Committee approved a bonus payout of 30% of the target incentive amount for our NEOs. These bonuses were paid to the CEO and CFO in the form of fully vested restricted stock units and to the CCO in cash due to timing of his separation.
Long-Term Incentive Compensation			•In March 2024, the Compensation Committee approved grants of restricted stock units, stock options and performance restricted stock units (“PSUs”) to our CEO and CFO as part of a competitive package relative to our peer group and in recognition of their continued leadership and contribution to our success. PSUs were introduced to NEOs for the first time in 2024. The restricted stock units and stock options vest over four years. The PSUs vest over three years if the performance threshold is met. In 2024, the performance threshold was not met.

Our Compensation Philosophy

The purpose of our executive compensation program is to enable Rivian to attract, inspire, engage, develop, and reward our team in service of our mission.

We use the following principles to accomplish our philosophy:

•‘One Rivian’: We want our team to be aligned and motivated by the same goals, which is why our bonus program is based on Company-wide operational goals.

•Competitiveness: The importance of attracting and retaining critical talent. We operate in a highly competitive talent market; our pay programs are designed to be competitive to attract new talent to the Company and retain current talent that supports our trajectory.

•Long-Ter

SEC Form DEF 14A filed by Rivian Automotive Inc.