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Scaringe's new pay plan linked to reduced stock price

targets

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New package also hinges on new profit, cash flow

milestones

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Rivian says aims to align CEO pay with shareholder returns

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Scaringe's base salary doubled to $2 million

(Adds expert comments, details and background in paragraphs 4,

5, 6, 8, 10 and 13)

By Abhirup Roy, Akash Sriram and Ross Kerber

Nov 7 (Reuters) - Electric pickup and SUV maker Rivian

said on Friday it was giving its CEO a pay plan worth

as much as $4.6 billion over the next decade, a deal similar to

Tesla's record package for CEO Elon Musk, and linked to

new profit targets and lower share price milestones than a

previous deal.

The move by the Rivian board shows that the Tesla plan for

Musk could become a model for companies aiming to grow fast.

Rivian's pay package for its CEO RJ Scaringe could be one of the

richest in history, depending on what performance goals are met.

Rivian said the plan will retain its founder and keep him

focused on growth and profitability as the automaker, known for

its R1S SUVs and R1T pickups, gears up to launch next year its

smaller, more affordable R2 SUV that will compete with Tesla's

best-selling Model Y crossover.

The Rivian plan replaces one that the board said was not

likely to be met, with the fresh plan having lower goals in

terms of share growth.

Removal of key EV tax credits is expected to cut sales

through the rest of this year. Rivian has doubled down on

slashing costs, and recently laid off about 600 employees, or

4.5% of its workforce.

Tesla shareholders on Thursday approved a record $1 trillion

pay package for CEO Elon Musk based on a combination of

operational and valuation milestones over 10 years, after the

board said he could leave if the plan was not passed.

"While Rivian may not be a direct copycat, there are

definitely Elon Musk characteristics that are similar," said

Yonat Assayag, a partner at compensation consulting firm

ClearBridge Compensation Group.

The offer shows how other companies are following the Tesla

model for tying outsize CEO rewards to big potential market

gains, she said, adding that some have reached out to her own

firm looking for similar executive-pay designs. "It's not to

keep up with Musk, but inspired by Musk's award."

While the pay packages with ambitious goals sound

attractive, such structures may not always work out for company

leaders, many of whom struggle to hit the targets with changing

policies and economic headwinds over the years, said Amit

Batish, director for research firm Equilar.

THE REVISED PLAN

Under the new plan, CEO Scaringe is receiving options to

purchase up to 36.5 million shares of Rivian's Class A stock,

about 16 million more than the previous grant, at an exercise

price of $15.22 apiece, the company said in a filing with the

U.S. Securities and Exchange Commission.

The award will vest if Rivian achieves reduced stock-price

milestones ranging from $40 to $140 a share over 10 years, as

well as new operating income and cash flow targets over the next

seven years. The company did not provide details on what those

goals entail.

The reduced stock milestones compare to the previous pay

package, awarded in 2021, which was linked to Rivian's share

price reaching $110-$295 a share. Rivian canceled that one,

saying the targets tied to that grant were unlikely to be met.

Rivian shares closed at $15.22 on Thursday.

The new package includes shares worth about 3% of Rivian.

Scaringe has about 2% of the firm, said Vitaly Golomb, managing

partner at Mavka Capital and a Rivian investor, who approved of

the plan. "RJ's starting position makes this package much more

reasonable than Musk's," he said. Musk owns about 13% in Tesla -

although his voting power is 15% - with the new pay package

potentially boosting that to 25%.

If Rivian hits all the milestones as part of the package, he

will get up to $4.6 billion, including the costs of exercising

options, Reuters' calculation showed, while Rivian said

shareholders will gain $153 billion in value.

Rivian's board also doubled Scaringe's base salary to $2

million, saying the changes were made with input from an

independent compensation consultant and were designed to better

align pay with shareholder returns.

Separately, Scaringe was granted 1 million common units in

Mind Robotics, a newly formed Rivian spinoff with external

funding developing industrial AI technology, giving him up to a

10% economic interest once the business' profit exceeds a

certain threshold.

Scaringe will serve as chairman of the board of directors

for Mind Robotics, and Rivian is a shareholder of the company,

it had said earlier this week.