The CEO's reported total compensation of $402.6 million for 2025 is driven primarily by a massive replacement stock option grant of up to 36,500,000 shares (the '2025 CEO Award') worth approximately $363.8 million at grant, which was issued after cancelling the prior 2021 performance award — effectively resetting performance hurdles to a lower stock price baseline and granting the CEO a larger award than the one it replaced. While the new award does include meaningful performance conditions tied to stock price hurdles and financial targets, and while Rivian's stock performance has been solid relative to its disclosed peer group over the past three years, the sheer scale of compensation — over 400 times the median employee and multiples above any reasonable benchmark for a CEO at a $20 billion company — combined with the mid-year cancellation and replacement of an existing performance award at more favorable terms represents a pay program that fails the policy's basic pay-level test. The prior Say on Pay vote received 91.9% support, so there is no prior-year engagement failure, but the 2025 program introduces a structurally problematic award that shareholders should reject.

KPMG has served as Rivian's auditor since August 2021 — approximately four years — well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax fees of $800,000 plus other fees of $10,000 plus audit-related fees of $150,000 totaling $960,000) represent approximately 11.9% of audit fees ($8,080,000), comfortably below the 50% threshold. KPMG is a Big 4 firm appropriate for a company of Rivian's size and complexity, and no material restatements were identified.