On this page of StockholderLetter.com we present the latest annual shareholder letter from Archer Aviation Inc. — ticker symbol ACHR. Reading current and past ACHR letters to shareholders can bring important insights into the investment thesis.

 •  4/30/2025 Letter Continued (Full PDF)
 •  4/28/2023 ACHR Stockholder Letter
 •  4/29/2024 ACHR Stockholder Letter
 •  More "Aerospace & Defense" Category Stockholder Letters
 •  ACHR Benford's Law Stock Score = 93

ACHR Shareholder/Stockholder Letter Transcript:

ARCHER AVIATION INC   
2025 Proxy Statement &
2024 Annual Report

ADAM GOLDSTEIN
Founder & Chief Executive Officer
TO OUR STOCKHOLDERS:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the    Annual
Meeting   ) of Archer Aviation Inc., which will be held virtually at
www.virtualshareholdermeeting.com/ACHR2025 on Friday, June 27, 2025, 12:00 p.m.
Pacific Time. The Annual Meeting will be held in a virtual meeting format only. We believe
that a virtual stockholder meeting provides greater access to those who wish to attend
and therefore we have chosen this format.
The matters expected to be acted upon at the Annual Meeting are described in the
accompanying Notice of Annual Meeting of Stockholders (the    Notice   ) and Proxy
Statement (the    Proxy Statement   ). The Annual Meeting materials include the Notice,
the Proxy Statement, our annual report, and proxy card.
Your vote is important. Whether or not you plan to attend the Annual Meeting virtually,
please cast your vote as soon as possible by Internet, telephone or, if you received a
paper proxy card and voting instructions by mail, by completing and returning the
enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be
represented. Your vote by written proxy will ensure your representation at the Annual
Meeting regardless of whether you attend virtually. Returning the proxy does not affect
your right to attend the Annual Meeting virtually or to vote your shares virtually during the
Annual Meeting.
Sincerely,

Notice of Annual Meeting of Stockholders
Date and Time
Virtual Meeting Site
Who Can Vote
June 27, 2025,
12:00 p.m. Pacific
Time
www.virtualshareholdermeeting.com/ACHR2025
Stockholders of record at the
close of business on
April 28, 2025
Agenda Item
1.    Elect certain directors of Archer Aviation Inc., each to serve a
three-year term expiring at the 2028 annual meeting of
stockholders and until such director   s successor is duly
elected and qualified
Board Vote Recommendation
FOR EACH DIRECTOR
NOMINEE
2.    Ratify the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the
fiscal year ending December 31, 2025   

FOR
3.    Advisory vote to approve the compensation of our named
executive officers
FOR
4.    Approve the issuance of 751,879 shares of Class A Common
Stock to Stellantis N.V. (   Stellantis   ) pursuant to that certain
subscription agreement, dated as of December 11, 2024, by
and between the Company and Stellantis (the    Stellantis
Subscription Agreement   )
FOR
And other business as may properly come before the Annual Meeting and any postponements or
adjournments thereof.
These materials were first sent or made available to stockholders on April 30, 2025
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO
VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST
AND SUBMIT YOUR SIGNED AND DATED PROXY CARD BY MAIL AS SOON AS POSSIBLE, SO THAT
YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
By Order of the Board of Directors,
ERIC LENTELL
General Counsel and Secretary
2025 Proxy Statement
2

Table of Contents
PROXY SUMMARY
5
CORPORATE GOVERNANCE
9
PROPOSAL NO. 1 - ELECTION OF CERTAIN DIRECTORS
19
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
27
PROPOSAL NO. 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
29
PROPOSAL NO. 4 - APPROVAL OF SHARE ISSUANCE TO STELLANTIS PURSUANT TO STELLANTIS
SUBSCRIPTION AGREEMENT
30
REPORT OF THE AUDIT COMMITTEE
32
EXECUTIVE OFFICERS
33
REPORT OF THE COMPENSATION COMMITTEE
35
EXECUTIVE COMPENSATION
36
Compensation Discussion & Analysis
36
Executive Compensation Tables
48
PAY VERSUS PERFORMANCE
56
EQUITY COMPENSATION PLAN INFORMATION
61
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
64
GENERAL INFORMATION
66
References to our websites in this Proxy Statement are not intended to function as hyperlinks and the information
contained on our websites is not intended to be incorporated into this Proxy Statement.
2025 Proxy Statement
3

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JUNE 27, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON FRIDAY, JUNE 27, 2025 AT 12:00 P.M. PACIFIC TIME. THE PROXY
STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM. THIS NOTICE OF
THE ANNUAL MEETING, PROXY STATEMENT, AND FORM OF PROXY ARE BEING DISTRIBUTED
AND MADE AVAILABLE ON OR ABOUT APRIL 30, 2025,
FORWARD-LOOKING STATEMENTS
This Proxy Statement includes forward-looking statements, which are statements other than statements of historical facts
and statements in the present tense. These statements include, but are not limited to, statements regarding our future
performance and our market opportunity; our business strategy and plans; aircraft performance; the pace at which we intend
to design, develop, test, certify, manufacture and commercialize our eVTOL aircraft; and the planned deployment of Archer   s
business internationally. Forward-looking statements are based upon various estimates and assumptions, as well as
information known to us as of the date hereof, and are subject to risks and uncertainties. Accordingly, actual results could
differ materially due to a variety of factors, including: the early stage nature of our business and our past and projected future
losses; our ability to design, manufacture and deliver our aircraft to customers; risks associated with indicative orders from
certain third parties for our aircraft, which are subject to the satisfaction of certain conditions and/or further negotiation and
reaching mutual agreement on certain material terms, and the risk that such parties cancel such orders or never place them;
risks associated with being in the early stages of developing our defense program, and our inability to ensure that we will
achieve some or any of the expected benefits of the program or that we will be successful in winning a bid to develop aircraft
for the U.S. Department of Defense or any other military agency; risks associated with the expansion of our planned lines of
business; risks associated with the current and future international expansion of our business and operations; our ability to
realize the expected benefits of an autonomous aircraft development program, as well as the cost, timing and results of our
development activities relating to autonomous aircraft; our ability to realize operating and financial results forecasts which
rely in large part upon assumptions and analyses that we have developed; our ability to effectively market electric air
transportation as a substitute for conventional methods of transportation, following receipt of governmental operating
authority; our ability to compete effectively in the UAM and eVTOL industries; risks related to the operation of our UAM
ecosystem in densely populated metropolitan areas and heavily regulated airports; our ability to obtain any required
certifications, licenses, approvals, or authorizations from governmental authorities; our ability to achieve our business
milestones, such as commencing the manufacturing of our aircraft and launching products and services, on anticipated
timelines; our dependence on suppliers for the parts and components in our aircraft, which are subject to uncertainties that
could affect our operating results, including the implementation of trade barriers, tariffs and other protectionist measures; our
ability to ramp up to commercial-scale manufacturing capabilities; regulatory requirements and other obstacles outside of our
control that slow market adoption of electric aircraft, such as the inability to obtain and maintain adequate vertiport
infrastructure; our ability to attract, integrate, manage, train and retain qualified personnel and key employees; natural
disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other
circumstances affecting metropolitan areas; the potential for losses and adverse publicity stemming from any accidents
involving small aircraft, helicopters or charter flights, and in particular from accidents involving electric aircraft or lithium-ion
battery cells, or test flights of our prototype eVTOL aircraft; risks associated with indexed price escalation clauses in
customer contracts, which could subject us to losses if we have cost overruns or if increases in costs exceed the applicable
escalation rate; our ability to address a wide variety of extensive and evolving laws and regulations, including data privacy
and security laws; our ability to protect our intellectual property rights from unauthorized use by third parties; our ability to
obtain additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen
circumstances; cybersecurity risks to our various systems and software.
Additional risks and uncertainties that could affect our financial results and business are more fully detailed in our filings with
the U.S. Securities and Exchange Commission (   SEC   ), including our most recent Annual Report on Form 10-K for the year
ended December 31, 2024, and other SEC filings, which are available on our investor relations website at
investors.archer.com and on the SEC website at www.sec.gov.
2025 Proxy Statement
4



 4/30/2025 Letter Continued (Full PDF)