Rivian CEO RJ Scaringe tours the inside of electric auto maker Rivian's manufacturing facility in Normal, Illinois, U.S. June 21, 2024. REUTERS/Joel Angel Juarez

By Abhirup Roy, Akash Sriram and Ross Kerber

(Reuters) -EV maker Rivian on Friday said 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 reduced share price milestones.

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.

The new compensation package also highlights Rivian's push to 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.

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.

"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."

Under the new plan, Scaringe is receiving options to purchase up to 36.5 million shares of Rivian's Class A stock, about 16 million more than his 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 only 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 previous pay package, awarded in 2021, was linked to Rivian's share price reaching $110 a share and went up to $295. Rivian canceled that saying the targets tied to that grant were unlikely to be met.

Rivian shares closed at $15.22 on Thursday. The one-year median price target for the company stands at about $14, according to data compiled by LSEG.

"The rigorous and challenging milestones associated with this option award are structured in such a way that ensures the options only vest should the company deliver significant value to our shareholders," a Rivian spokesperson said in a statement.

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.

The potential $4.6 billion payout is equal to roughly a quarter of Rivian's $18.7 billion market value and marginally higher than its $4.4 billion cash balance, at the end of September.

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.

(Reporting by Abhirup Roy in San Francisco and Akash Sriram in Bengaluru and Ross Kerber in Boston; Editing by Alan Barona)