FARADAY FUTURE INTELLIGENT ELECTRIC INC.FFAI
FARADAY FUTURE INTELLIGENT ELECTRIC INC. Stock Compensation Disclosure
Stock-Based Compensation
2021 Plan
In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan allows the Board of Directors to grant up to 5,164 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2023, and continuing until (and including) the calendar year ending December 31, 2031. Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.
As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan (defined below).
At the annual meeting of stockholders held on July 31, 2024, the Company’s stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 2,206,324 shares, subject to proportionate adjustment for stock splits and similar events as provided in the 2021 Plan. As of December 31, 2024, and 2023 the Company had 530,131 and 2,527 shares of Class A Common Stock available for future issuance under the 2021 SI Plan.
Option Awards
A summary of the Company’s stock option activity under the 2021Plan is as follows:
(dollars in thousands except weighted average exercise price) | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||||||||
Outstanding as of December 31, 2022 | 693 | $ | 26,496.00 | 8.97 | $ | — | |||||||||||||||||
| Granted | 313 | $ | 10,368.00 | ||||||||||||||||||||
| Exercised | (6) | $ | 8,544.00 | ||||||||||||||||||||
| Expired/forfeited | (202) | $ | 28,020.00 | ||||||||||||||||||||
Outstanding as of December 31, 2023 | 798 | $ | 19,885.20 | 8.74 | $ | 5,351 | |||||||||||||||||
| Expired/forfeited | (390) | $ | 20,794.36 | ||||||||||||||||||||
Outstanding as of December 31, 2024 | 408 | $ | 21,156.47 | 7.59 | $ | 8,317 | |||||||||||||||||
Exercisable as of December 31, 2024 | 286 | $ | 21,480.84 | 7.58 | $ | 5,940 | |||||||||||||||||
As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options granted under the 2021 Plan was less than $0.1 million, which is expected to be recognized over a weighted average period of 2.26 years.
There were no options granted under the 2021 Plan during the year ended December 31, 2024. The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the year ended December 31, 2023 are as follows:
| 2023 | |||||
| Risk-free interest rate: | 3.53 | % | |||
| Expected term (in years): | 8.71 | ||||
| Expected volatility: | 89.62 | % | |||
| Dividend yield: | 0 | % | |||
The total grant date fair value of options vested during the years ended December 31, 2024 and 2023 was $2.0 million and $2.5 million, respectively.
Restricted Stock Units
A summary of the Company’s RSU activity under the 2021 Plan is as follows:
(dollars in thousands except weighted average fair value) | Shares | Weighted Average Fair Value | |||||||||
Outstanding as of December 31, 2022(1) | 1,862 | $ | 10,464.00 | ||||||||
| Granted | 2,551 | $ | 2,702.00 | ||||||||
| Released | (650) | $ | 10,329.60 | ||||||||
| Forfeited | (878) | $ | 9,817.60 | ||||||||
Outstanding as of December 31, 2023 | 2,885 | $ | 3,784.80 | ||||||||
Granted | 1,797,111 | $ | 3.72 | ||||||||
| Released | (1,322,382) | $ | 1.31 | ||||||||
Forfeited | (37,207) | $ | 2.32 | ||||||||
Outstanding as of December 31, 2024 | 440,407 | $ | 3.61 | ||||||||
(1) The Company’s subsidiaries in China have employees who are citizens of the PRC. Pursuant to the regulation Circular 78 and Circular 7 issued by the Central State Administration of Foreign Exchange of PRC (“SAFE”), we cannot release vested RSUs to it’s PRC citizen employees before they have completed the required SAFE registration with a dedicated account set up for each of them to repatriate proceeds back to China under the SAFE. As a result, 151 RSUs of the Company’s PRC citizens employees vested in 2022 were included in the outstanding RSUs at December 31, 2022 as unreleased RSUs because those employees did not complete the SAFE registration process. | |||||||||||
As of December 31, 2024, the total unrecognized stock-based compensation expense for RSUs granted under the 2021 Plan was $0.8 million which is expected to be recognized over a weighted average period of 1.71 years.
The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $8.4 million and $4.4 million, respectively.
EI Plan
On February 1, 2018, the Board adopted the Equity Incentive Plan (“EI Plan”), under which the Board authorized the grant of up to 4,416 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees.
On the closing date and in connection with the Business Combination, each of the Legacy FF’s outstanding options under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio.
A summary of the Company’s stock option activity under the EI Plan is as follows:
(dollars in thousands except weighted average exercise price) | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||||||||
Outstanding as of December 31, 2022 | 2,440 | $ | 27,168.00 | 6.92 | $ | 22 | |||||||||||||||||
| Expired/forfeited | (409) | $ | 31,130.40 | ||||||||||||||||||||
Outstanding as of December 31, 2023 | 2,031 | $ | 26,408.80 | 5.92 | $ | 31,743 | |||||||||||||||||
| Expired/forfeited | (82) | $ | 28,973.01 | ||||||||||||||||||||
Outstanding as of December 31, 2024 | 1,949 | $ | 26,237.95 | 4.84 | $ | 50,054 | |||||||||||||||||
Exercisable as of December 31, 2024 | 1,931 | $ | 26,077.74 | 4.83 | $ | 49,283 | |||||||||||||||||
The total grant date fair value of options vested during the years ended December 31, 2024 and 2023 was $2.3 million and $9.3 million, respectively.
As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options granted under the EI Plan was less than $0.1 million which is expected to be recognized over a weighted average period of 1.69 years.
STI Plan
On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board may grant up to 1,472 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees.
The STI Plan does not specify a limit on the number of stock options that can be issued under the plan. Per the terms of the STI Plan the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan.
A summary of the Company’s stock option activity under the STI Plan is as follows:
| (dollars in thousands except weighted average exercise price) | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||||||||
Outstanding as of December 31, 2022 | 586 | $ | 60,864.00 | 6.94 | $ | — | |||||||||||||||||
| Expired/forfeited | (22) | $ | 78,722.80 | ||||||||||||||||||||
Outstanding as of December 31, 2023 | 564 | $ | 60,169.20 | 6.64 | $ | 16,318 | |||||||||||||||||
| Expired/forfeited | (77) | $ | 95,528.84 | ||||||||||||||||||||
Outstanding as of December 31, 2024 | 487 | $ | 52,893.32 | 5.50 | $ | 25,481 | |||||||||||||||||
Exercisable as of December 31, 2024 | 374 | $ | 41,906.97 | 5.23 | $ | 15,448 | |||||||||||||||||
The total grant date fair value of options vested during the years ended December 31, 2024 and 2023 was $7.8 million and $1.7 million, respectively.
As of December 31, 2024, the total unrecognized stock-based compensation expense for stock options granted under the STI Plan was less than $0.1 million, which is expected to be recognized over a weighted average period of approximately 1.78 years.
Stock-based compensation expense
The following table presents stock-based compensation expense for all of the Company’s 2021 Plan, EI Plan, STI Plan and Common Units of FF Global included in each respective expense category in the Consolidated Statements of Operations and Comprehensive Loss is as follows:
| Years Ended December 31, | |||||||||||
| (in thousands) | 2024 | 2023 | |||||||||
| Research and development | $ | 2,670 | $ | 6,812 | |||||||
| Sales and marketing | 915 | 807 | |||||||||
| General and administrative | 4,797 | 1,548 | |||||||||
| $ | 8,382 | $ | 9,167 | ||||||||
Included in stock-based compensation expense for the year ended December 31, 2023 is $4.1 million related to when the Company’s share-based payment awards were classified as liabilities from time to time during the year ended December 31, 2023.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.