DEF 14A of Lucid Group, Inc., Apr 25, 2024

DEF 14A of Lucid Group, Inc.

Filed Apr 25, 2024 · FY20230001104659-24-051463

Open on EDGAR

  1. via the internet at www.proxydocs.com/LCID

    | | Page | | 2023 Summary Compensation Table | 60 | | Grants of Plan-Based Awards | 62 | | Outstanding Equity Awards at Fiscal Year-End | 63 | | Option Exercises and Stock Vested | 65 | | Potential Payments Upon Termination or Change in Control | 68 | | Director Compensation | 70 | | CEO Pay Ratio | 72 | | Pay Versus Performance | 73 | | Security Ownership of Certain Beneficial Owners and Management | 75 | | Certain Relationships and Related Party Transactions | 77 | | Householding of Proxy Materials; Availability of Annual Report | 81 | | Other Matters | 81 | | Annex A — Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan | A-1 |

  2. Election of Directors

    Election of Directors Our Board of Directors is currently composed of nine members. All directors are elected by the stockholders at each annual meeting to serve from the time of their election until the date of the annual meeting of stockholders next following the annual meeting at which such director was elected. The current Board of Directors is comprised of Turqi Alnowaiser, Glenn R. August, Andrew Liveris, Sherif Marakby, Nichelle Maynard-Elliott, Chabi Nouri, Peter Rawlinson, Ori Winitzer and Janet S. Wong. Mr. August will not be standing for reelection at the Annual Meeting. The Board thanks Mr. August for his years of valuable leadership and service to both the Company and the Board. The Nominating and Corporate Governance Committee of the Board has recommended, and the Board has approved, the nomination of Turqi Alnowaiser, Lisa M. Lambert, Andrew Liveris, Sherif Marakby, Nichelle Maynard-Elliott, Chabi Nouri, Peter Rawlinson, Ori Winitzer and Janet S. Wong, as directors for a one-year term expiring at the 2025 Annual Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Mr. Alnowaiser, Mr. August, Mr. Liveris, Mr. Marakby, Ms. Maynard-Elliott, Ms. Nouri, Mr. Rawlinson, Mr. Winitzer and Ms. Wong is currently a director of the Company. Ms. Lambert is newly nominated to serve as a director of the Company following the Annual Meeting. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The nine nominees receiving the highest number of “For” votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.

  3. Certain Stockholder Rights to Nominate Directors

    Certain Stockholder Rights to Nominate Directors Pursuant to the Investor Rights Agreement, dated as of February 22, 2021 and as amended from time to time, by and among the Company, Ayar Third Investment Company (“Ayar”) and certain other parties (the “Investor Rights Agreement”), Ayar has the right to nominate five directors to our Board of Directors. Ayar’s right to nominate directors to our Board of Directors is subject to its (and its permitted transferees’) continued beneficial ownership of specified amounts of our Common Stock as compared to the Common Stock issued and outstanding as of the record date of each applicable annual or special meeting of stockholders at which directors are to be elected. If Ayar (or its permitted transferees) owns beneficially: (i) 50% or greater of the shares of our Common Stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it has the right to nominate five directors; (ii) less than 50% but greater than or equal to 40% of the shares of our Common Stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it has the right to nominate four directors; (iii) less than 40% but greater than or equal to 30% of the shares of our Common Stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it has the right

  4. Certain Stockholder Rights to Nominate Directors

    | 2024 Proxy Statement | 9 |

  5. Certain Stockholder Rights to Nominate Directors

    to nominate three directors; (iv) less than 30% but greater than or equal to 20% of the shares of our Common Stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it has the right to nominate two directors; (v) less than 20% but greater than or equal to 10% of the shares of our Common Stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it has the right to nominate one director; (vi) less than 10% of the shares of our Common Stock issued and outstanding as of the record date of such annual or special meeting of stockholders, it will not have the right to nominate any directors pursuant to the Investor Rights Agreement. If the size of our Board is increased or decreased, the number of directors Ayar is entitled to nominate will be increased or decreased in proportion to such increase or decrease in the size of our Board, rounded down to the nearest whole number. Further, for so long as Ayar beneficially owns twenty percent (20%) or greater of the shares of our Common Stock issued and outstanding, it has the right to designate the Chairman of our Board. In addition, for so long as Ayar beneficially owns shares of our Common Stock representing at least one-third (33 1∕3%) of the Common Stock then issued and outstanding, Ayar has the right to have at least one Ayar director appointed to serve on each committee of the Board. For additional information, please see the section entitled “Certain Relationships and Related Party Transactions.” In accordance with the Investor Rights Agreement, Turqi Alnowaiser, Andrew Liveris, Sherif Marakby, Nichelle Maynard-Elliott and Ori Winitzer were designated for nomination by Ayar to the Board of Directors and nominated by the Nominating and Corporate Governance Committee and the Board.

  6. Nominees for Director

    Nominees for Director The names and ages as of the date of this Proxy Statement of the nominees, length of service with the Company, and Board committee memberships are set forth in the table below.

  7. Nominees for Director

    | Name | Age | Director Since | Current Term Expires | Independent | Audit Committee | Compensation and Human Capital Committee | Nominating and Corporate Governance Committee | Executive Committee | | Turqi Alnowaiser* | 47 | 2019 | 2025 | | | | Chair | Chair | | Lisa M. Lambert | 56 | | 2025 | | | | | | | Andrew Liveris | 69 | 2019 | 2025 | | | Chair | | | | Sherif Marakby | 58 | 2023 | 2025 | | | | | | | Nichelle Maynard-Elliott | 55 | 2021 | 2025 | | | | | | | Chabi Nouri | 50 | 2023 | 2025 | | | | | | | Peter Rawlinson | 66 | 2019 | 2025 | | | | | | | Ori Winitzer | 48 | 2023 | 2025 | | | | | | | Janet S. Wong | 65 | 2021 | 2025 | | Chair | | | |

  8. Nominees for Director

    Chairman of the Board

  9. Nominees for Director

    | 10 | 2024 Proxy Statement |

  10. Nominees for Director

    A brief biography of each nominee and each continuing director is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the director should serve on the Board:

  11. Director Nominees

    Director Nominees

  12. Director Nominees

    | Turqi Alnowaiser Chairman of the Lucid Board of Directors Age: 47 Director Since: 2019 | Turqi Alnowaiser has served as a member of our Board of Directors since April 2019 and as Chairman of our Board since April 2023. Mr. Alnowaiser has served as Deputy Governor and Head of the International Investments Division at the Public Investment Fund of the Kingdom of Saudi Arabia, one of the largest sovereign wealth funds in the world, since June 2021, and has served as Head of International Investments at the Public Investment Fund since October 2016. Mr. Alnowaiser previously served as Senior Advisor at the Public Investment Fund from October 2015 to September 2016, prior to which he held several executive roles at Saudi Fransi Capital, a leading financial services firm based in Saudi Arabia, including as Head of Asset Management. Before his career at Saudi Fransi Capital, Mr. Alnowaiser specialized in developing, managing, and regulating various financial products across asset classes at Morgan Stanley, the Capital Market Authority of Saudi Arabia, and the Saudi Industrial Development Fund. Mr. Alnowaiser has served on the board of directors of Uber Technologies, a ride-sharing company, since November 2023 and on the board of directors of Hapag-Lloyd AG, an international shipping and container transportation company, since February 2018. Mr. Alnowaiser holds a B.A. in International Business from King Saud University and an M.B.A. from the University of San Francisco. Skills and Qualifications: We believe Mr. Alnowaiser is qualified to serve as a director due to his extensive investing experience, his leading global enterprises, and his experience in overseeing Lucid’s growth as Chairman of our Board of Directors. |

  13. Director Nominees

    | Lisa M. Lambert Director Nominee Age: 56 | Lisa M. Lambert was nominated to serve as a member of our Board of Directors for the term beginning at our Annual Meeting. Ms. Lambert has served as Chief Investment Officer, Private Markets of George Kaiser Family Foundation since December 2023. Between July 2023 and November 2023, Ms. Lambert served as Interim CEO of Vital Energy Technology. Between January 2018 and July 2023, Ms. Lambert served as Chief Technology and Innovation Officer at National Grid Plc and Founder and President of National Grid Partners. Prior to that, she served as the Managing Partner of the Westly Group from May 2016 to January 2018. Between June 1997 and May 2016, Ms. Lambert served in various leadership positions at Intel Corporation, including most recently as Vice President and Managing Director of the Software and Services Fund for Intel Capital, and Founder and Managing Director of the Intel Capital Diversity Fund. She has served on the board of directors of Vital Energy, Inc. since August 2020 and on the board of directors for UL Solutions, Inc. since July 2021. Ms. Lambert has served on the board of directors for several private companies associated with her investment responsibilities, mostly recently on the board of directors for Cyolo from June 2022 to June 2023, for Pathr.ai from April 2021 to June 2023, and Pixeom from December 2018 to November 2019. Ms. Lambert is the founder and chair of UPWARD, a non-profit advancing the careers of executive women. Ms. Lambert holds a B.S. in management information systems from Pennsylvania State University and an M.B.A. from Harvard University. Skills and Qualifications We believe Ms. Lambert is qualified to serve as a director due to her extensive experience overseeing a wide range of public companies and her deep financial knowledge. |

  14. Director Nominees

    | 2024 Proxy Statement | 11 |

  15. Director Nominees

    | Andrew Liveris Board Member Age: 69 Director Since: 2019 | Andrew Liveris has served as a member of our Board of Directors since April 2019. Previously, Mr. Liveris served as the Chairman and CEO of The Dow Chemical Company, a chemical corporation, from November 2004 to July 2018 and as the Executive Chairman of Dow DuPont Inc., a chemical corporation from September 2017 to July 2018. Mr. Liveris also serves on the boards of directors of International Business Machines Corp., a technology company, Saudi Aramco, an integrated energy and chemicals company, NOVONIX Limited, a battery materials and technology company, and WorleyParsons Limited, an engineering company, since September 2018. Furthermore, Mr. Liveris was appointed as the President of the 2032 Brisbane Olympics Organizing Committee. Mr. Liveris holds a B.S. in Chemical Engineering from the University of Queensland and received an honorary Ph.D. in Science from his alma mater in 2005. Mr. Liveris was appointed as a special advisor to the Public Investment Fund and to NEOM. Skills and Qualifications We believe Mr. Liveris is qualified to serve as a director due to his decades of experience leading and overseeing large, complex global industrial enterprises, his knowledge of the technology, energy and chemical sectors, his extensive public policy expertise in the business/government interface, and his experience overseeing our growth as a member of our Board of Directors since 2019. |

  16. Director Nominees

    | Sherif Marakby Board Member Age: 58 Director Since: 2023 | Sherif Marakby has been a member of our Board of Directors since April 2023. Mr. Marakby has served as an advisor to MemryX Inc., an automotive and consumer products company, since July 2022. Previously, Mr. Marakby served as Executive Vice President, corporate research and development of Magna International, one of the largest tier 1 suppliers to the automotive industry in the world, from July 2020 to October 2021. Mr. Marakby also served in various leadership positions at Ford Motor Company over a nearly 30-year career at Ford, including most recently as President and CEO, Ford Autonomous Vehicles LLC, from July 2018 to October 2019, and Vice President, Autonomous Vehicles and Electrification, from 2017 to 2018. In addition, Mr. Marakby served as Vice President of Global Vehicle Programs at Uber Technologies, a ride-sharing company, from April 2016 to April 2017. Mr. Marakby has served on the board of directors of American Battery Technology Company, a critical minerals and lithium-ion battery recycling company, since February 2022. Mr. Marakby holds a B.S. in Electrical Engineering from the University of Petroleum & Minerals (or King Fahd University of Petroleum & Minerals) in Dhahran, Saudi Arabia, an M.S. in Electrical Engineering from the University of Maryland College Park, and a M.B.A. from the University of Michigan. Skills and Qualifications We believe Mr. Marakby is qualified to serve as a director due to his significant experience in the automotive, OEM, electrification and technology innovation fields. |

  17. Director Nominees

    | 12 | 2024 Proxy Statement |

  18. Director Nominees

    | Nichelle Maynard-Elliott Board Member Age: 55 Director Since: 2021 | Nichelle Maynard-Elliott has been a member of our Board of Directors since July 2021. Ms. Maynard-Elliott has served as a director of Xerox Holdings Corporation since May 2021 and Element Solutions Inc., a specialty chemicals company since August 2018. She previously served as the Executive Director, M&A, for Praxair, Inc., a leading industrial gas and engineering company, from July 2011 to May 2019, and as Assistant General Counsel and Senior Counsel at Praxair from July 2007 to 2011 and 2003 to 2007, respectively. Ms. Maynard-Elliott has served as trustee of The Advisors’ Inner Circle Fund III, including four of its affiliated funds and director of Chiron Capital Allocation Fund Ltd since June 2021. She holds a B.A. in Economics from Brown University and a J.D. from Columbia University School of Law. Skills and Qualifications We believe Ms. Maynard-Elliott is qualified to serve as a director because of her experience overseeing complex enterprises as a public company director, her experience evaluating business strategies and investment opportunities, and her extensive legal and financial management expertise. |

  19. Director Nominees

    | Chabi Nouri Board Member Age: 50 Director Since: 2023 | Chabi Nouri has been a member of our Board of Directors since April 2023. Ms. Chabi has served as co-manager of a private equity fund focused on Lifestyle, Impact, Innovation franchise within Mirabaud Asset Management since March 2022. She previously served as the global Chief Executive Officer at Piaget, a luxury watch and jewelry brand, a branch of Richemont Group, from April 2017 to June 2021 and as Piaget’s Chief Marketing Officer from October 2014 to March 2017. Prior to Piaget, Ms. Nouri served in various leadership positions at British American Tobacco Plc where she led globally the Vogue Cigarettes brand, and at Cartier International in merchandising, retail and product development, where she led globally High Jewellery and the Creative Jewellery. Ms. Nouri has also served as a non-executive director and a member of the ESG committee of Watches of Switzerland Group PLC, a luxury watch retailer, since May 2022. She holds a M.A. in Marketing and Economics from the University of Fribourg and has earned certificates from MIT and IMD on the Digital future and ESG. Skills and Qualifications We believe Ms. Nouri is qualified to serve as a director because of her extensive experience in the luxury and consumer goods industries through her various roles at leading international luxury brands. |

  20. Director Nominees

    | 2024 Proxy Statement | 13 |

  21. Director Nominees

    | Peter Rawlinson Chief Executive Officer and Chief Technology Officer Age: 66 Director Since: 2019 | Peter Rawlinson has served as our Chief Executive Officer and Chief Technology Officer and as a member of our Board of Directors since April 2019. He previously served as our Chief Technology Officer from 2013 to April 2019. Prior to joining our company, Mr. Rawlinson was Vice President of Vehicle Engineering and Chief Engineer of the Model S at Tesla, Inc., an electric vehicle company, where he led the engineering of the Model S from a clean sheet to production readiness while building the engineering team. Mr. Rawlinson was formerly Head of Vehicle Engineering at Corus Automotive, an advanced engineering consulting firm, Chief Engineer of Advanced Engineering at Lotus Cars, and Principal Engineer of Advanced Body Structures at Jaguar Cars. Mr. Rawlinson holds a BSc from Imperial College, University of London. Skills and Qualifications We believe Mr. Rawlinson is qualified to serve as a director due to his experience as our Chief Executive Officer and Chief Technology Officer, as well as his extensive technical and operational expertise and experience in the automotive industry and the electric vehicle industry. |

  22. Director Nominees

    | Ori Winitzer Board Member Age: 48 Director Since: 2023 | Ori Winitzer been a member of our Board of Directors since April 2023. Mr. Winitzer is a founding member and has served as Partner of Integrated Media Company, a TPG Inc. platform dedicated to the digital media ecosystem, since October 2018. He previously served as Senior Managing Director at Guggenheim Partners, a global investment and advisory firm, from July 2017 to September 2018, where he led the digital media practice. Prior to Guggenheim Partners, Mr. Winitzer served in various investment banking positions at LionTree LLC and Rothschild & Co. Mr. Winitzer has been serving as a director of Savvy Games Fund, a games and esports company, since July 2022. He has also been serving as a director of FootballCo, a family of media properties dedicated to football (soccer), since October 2020, and as Co-Chairman since September 2021. Mr. Winitzer holds a B.A. in History and French from the University of Wisconsin — Madison and a M.B.A. from Columbia University. Skills and Qualifications We believe Mr. Winitzer is qualified to serve as a director due to his extensive experience in investment and advisory roles as well as his deep financial knowledge. |

  23. Director Nominees

    | 14 | 2024 Proxy Statement |

  24. Director Nominees

    | Janet S. Wong Board Member Age: 65 Director Since: 2021 | Janet S. Wong has been a member of our Board of Directors since July 2021. Ms. Wong is a licensed Certified Public Accountant with more than 30 years of public accounting experience. She is a partner (retired) with KPMG LLP, an international professional services firm, where she served as a National Industry Practice Lead Partner. Ms. Wong has served as a director of Enviva Inc., a global energy company, since May 2015 and a director of Lumentum Holdings Inc., a manufacturer of innovative optical and photonic products as well as developer of next-generation technologies since September 2020. She previously served as a director of Shine Technologies, a private company focusing on nuclear technology and clean energy, from April 2021 to August 2022 and a director of Allegiance Bancshares, Inc., a commercial banking organization, from April 2020 to October 2022. In addition, she served on the advisory board of Big Controls Inc., a business intelligence and analytics company, from May 2016 to May 2020. She also serves on the non-profit boards of the Louisiana Tech University Foundation and of the Tri-Cities Chapter of the National Association of Corporate Directors. Ms. Wong is an established thought leader on board governance, risk and regulatory matters (including cyber, M&A, and strategy). She holds a Master of Professional Accountancy from Louisiana Tech University and a Master of Taxation from Golden Gate University. She is a NACD (National Association of Corporate Directors) Certified® Director, a professional credential supporting her qualifications and experience as a corporate board director. Ms. Wong has completed Executive Education Programs at Harvard Business School and Stanford Law School. Skills and Qualifications We believe Ms. Wong is qualified to serve as a director because of her many years of public accounting experience serving global companies, her deep financial and enterprise risk management expertise, and her experience advising sophisticated enterprises in the consumer markets, energy, manufacturing, and technology sectors as well as her governance experience serving public company and private company boards. |

  25. Director Nominees

    For the election of directors, the nines nominees receiving the most “For” votes from the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on Proposal No. 1 will be elected as directors to hold office until the 2025 Annual Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Only votes “For” or “Withheld” will affect the outcome. Broker non-votes will have no effect.

  26. Director Nominees

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED DIRECTOR NOMINEE (PROPOSAL NO. 1) |

  27. Director Nominees

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  28. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board and our Code of Business Conduct and Ethics, described below, can be found in the Governance section of the Investors section of our website at https://ir.lucidmotors.com/ governance/documents-and-charters. Alternatively, you can request a copy of any of these documents free of charge by writing to: Secretary at Lucid Group, Inc., 7373 Gateway Boulevard, Newark, CA 94560. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

  29. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Pursuant to the Nominating and Corporate Governance Committee charter and subject to the Investor Rights Agreement, the Nominating and Corporate Governance Committee periodically reviews the composition of the Board in light of current challenges and needs of the Board and the Company and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, skills, background, and experience. Although the Nominating and Corporate Governance Committee does not have a formal policy regarding diversity on the Board, the Nominating and Corporate Governance Committee is sensitive to the importance of nominating persons with different perspectives and experience to enhance the deliberation and decision-making processes of the Board. The Nominating and Corporate Governance Committee also considers applicable laws and regulations and stock exchange listing standards. Once the Nominating and Corporate Governance Committee and the Board determine that it is appropriate to add a new director, either as a replacement or as an additional position, subject to the Investor Rights Agreement, the Nominating and Corporate Governance Committee uses a flexible set of procedures in selecting individual director candidates. This flexibility allows the Nominating and Corporate Governance Committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the Nominating and Corporate Governance Committee may desire for a particular opening, including establishing the specific target skill areas, experiences, and backgrounds that are to be the focus of a director search. The Nominating and Corporate Governance Committee may consider candidates recommended by management, by members of the Nominating and Corporate Governance Committee, by the Board, by stockholders, or by a third party it may engage to conduct a search for possible candidates. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board, the qualifications of the candidate, and our obligations under the Investor Rights Agreement.

  30. Considerations in Evaluating Director Nominees

    | 2024 Proxy Statement | 21 |

  31. Considerations in Evaluating Director Nominees

    Once candidates are identified, the Nominating and Corporate Governance Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. There is no difference in the evaluation process of a candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the Nominating and Corporate Governance Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. If the Nominating and Corporate Governance Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the stockholders for election at an annual meeting of stockholders or appointed as a director by a vote of the Board as appropriate.

  32. 2023 Pay Actions in Connection with Key Accomplishments

    | Pay Element | Pay Action | | Base Salary | ■ In September 2023, the Board increased the base salaries by approximately 9% for Mr. Rawlinson, 7% for Ms. House, and 7% for Mr. Bach. Mr. Dhingra received a pay increase in February 2023 prior to his appointment as our Interim Chief Financial Officer. Such increases were primarily based on executive performance, peer group data, and internal pay equity. | | Annual Cash Incentive | ■ In June 2023, the Compensation and Human Capital Committee approved our annual cash incentive program for 2023, under which the target incentives were 100% of base salary for Mr. Rawlinson and 75% of base salary for each of Mr. Bach, Mr. Bell, and Ms. House. The target incentive for Mr. Dhingra was separately established at 50%. Mr. Winterhoff, who commenced employment in December 2023, was not eligible for an annual bonus that year. The annual cash incentive program metrics were revenue, gross margin, and free cash flow, with an individual performance modifier. |

  33. 2023 Pay Actions in Connection with Key Accomplishments

    | Pay Element | Pay Action | | Long-Term Equity Incentives | ■ Based on the feedback received from stockholder engagement and consistent with our pay-for-performance compensation philosophy, we introduced performance-based equity awards and premium-priced stock options as a significant component of the equity awards program for our executive leaders (including our NEOs). For 2023, the total value of equity awards granted to the NEOs (excluding Mr. Rawlinson) was allocated 30% to time-based vesting restricted stock units (“RSUs”), 60% to performance-based restricted stock units (“PSUs”), and 10% to premium-priced stock options (“Premium-Priced Options”). ■ After review of peer group data provided by the independent consultant, Pay Governance, and in view of still-outstanding value from the 2021 CEO Grant (defined below), the Compensation and Human Capital Committee determined not to grant Mr. Rawlinson an equity award in 2023, as confirmed by the Board. |

  34. Compensation Governance Best Practices

    Compensation Governance Best Practices We maintain strong corporate governance standards with respect to our executive and director compensation programs and are mindful of the perspectives of our stockholders. Key governance actions taken for 2023, which are described below in more detail in this CD&A, include: ■ Implementation of robust stock ownership guidelines for executives and directors setting forth expectations of ownership of a minimum value of Lucid stock by position. ■ Introduction of PSUs as a core component of annual equity delivery, which are aligned with our financial, operational, and strategic goals. For 2023, the total value of equity awards granted to our executives (including our NEOs) was allocated 60% to PSUs. ■ Introduction of Premium-Priced Options, which ensure that our stockholders earn a substantial return before our executives could realize value from the exercise of stock options. For 2023, the total value of equity awards granted to our executives (including our NEOs) was allocated 10% to Premium-Priced Options. ■ Adoption of a clawback policy (filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023). In addition, our executive compensation program is guided by the following corporate governance best practices designed to protect the interests of our stockholders:

  35. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to attract, retain, and motivate top-level talent who possess the skills and leadership necessary to grow our business and enable long-term value creation by (i) providing compensation packages that are competitive with market practice and drive and reward the achievement of our business objectives; (ii) closely aligning the interests of our NEOs with those of our stockholders by providing a significant portion of our NEOs’ compensation in equity and, with the introduction of performance-based equity awards in 2023, linking a significant portion of equity compensation to performance-based results; and (iii) appropriately aligning compensation with both short-term and long-term Company performance measures and strategic objectives. Being a technology and automotive company that is setting new standards with advanced luxury electric vehicles, we seek to hire and retain experienced talent from the competitive technology sector who have the ability to lead across multiple disciplines and through our highly regulated industries. To ensure that management’s interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, our executive compensation program emphasizes a pay-for-performance compensation philosophy so that attainment of Company and individual performance goals are rewarded. Our executive compensation program design reflects our pay-for-performance philosophy and includes a mix of three key compensation elements — base salary, annual cash incentive awards, and long-term equity incentive awards. The Compensation and Human Capital Committee annually reviews and analyzes market trends (including, compensation market data from an approved peer group of companies) and adjusts the design and operation of our executive compensation program from time to time as it deems appropriate. As we continue to grow as a public company, the Compensation and Human Capital Committee continues to consider the extent to which the equity compensation of our NEOs should be linked to performance-based results, and the Compensation and Human Capital Committee has recently taken action to further link equity compensation to performance-based results by approving new performance-based equity awards, as briefly described below.

  36. New Performance-Based Equity Awards Framework

    New Performance-Based Equity Awards Framework In an ongoing effort to be responsive to our stockholders, to continue to achieve strong support for our executive compensation program and to further align executive incentives with stockholders, the Compensation and Human Capital Committee considered and evaluated modifications to the long-term equity incentive component in 2023. As a result of this evaluation and, based on peer group data and recommendations provided by Pay Governance, the Compensation and Human Capital Committee decided that, for 2023, each executive’s (including each NEO’s, except the CEO in recognition of his still outstanding 2021 performance-based equity award) long-term incentive award will be delivered as a mix of 30% RSUs, 60% PSUs, and 10% Premium-Priced Options. The Compensation and Human Capital Committee believes that the PSUs will incentivize and motivate executives (including our NEOs) to achieve key strategic financial and individual objectives and the new Premium-Priced Options will provide direct alignment with our stockholders.

  37. New Performance-Based Equity Awards Framework

    | 46 | 2024 Proxy Statement |

  38. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation and Human Capital Committee is directly responsible for the appointment, compensation, and oversight of the work of any compensation advisor and has sole authority to approve all such advisors’ fees and other retention terms. The Compensation and Human Capital Committee has retained Pay Governance as its compensation consultant since November 2021 to provide the committee with advice and guidance on the design of our executive compensation program. The Nominating and Corporate Governance Committee also has retained Pay Governance as a consultant regarding non-employee director compensation. Pay Governance provides the committees with third-party data and analysis on competitive compensation practices and trends and recommends executive and director compensation levels. Pay Governance has not provided any other services to us and has not received any compensation from us other than with respect to such services to the Compensation and Human Capital Committee and the Nominating and Corporate Governance Committee. Each year, the Compensation and Human Capital Committee reviews the independence of the compensation consultant and other advisors who provide advice to the Compensation and Human Capital Committee, employing the independence factors specified under Nasdaq rules. The Compensation and Human Capital Committee has determined that Pay Governance is independent within the meaning of the Nasdaq rules, and the work of Pay Governance for the committee has not raised any conflicts of interest.

  39. Executive Compensation Peer Group

    Executive Compensation Peer Group In September 2022, based on input from management and Pay Governance, the Compensation and Human Capital Committee approved an executive compensation peer group to define external benchmarks to help inform compensation decision-making for 2023. While external benchmarks are not the only factor used in the Compensation and Human Capital Committee’s decision process, the Compensation and Human Capital Committee believes external benchmarks to be a valuable tool in setting market competitive compensation policies intended to attract, motivate, and retain top-level talent. In developing the peer group, consideration was given to our unique combination of key attributes — high price-to-sales, recent commercialization, large-scale manufacturing, and a technology-heavy workforce.

  40. Executive Compensation Peer Group

    | 2024 Proxy Statement | 47 |

  41. Executive Compensation Peer Group

    Our 2023 compensation peer group included the following companies from a variety of business sectors:

  42. Executive Compensation Peer Group

    | ■ Airbnb, Inc. | ■ Deere & Company | ■ Intel Corporation | ■ Raytheon Technologies Corporation | ■ The Boeing Company | | ■ Aptiv PLC | ■ Ford Motor Company | ■ Joby Aviation, Inc. | ■ Rivian Automotive, Inc. | ■ Uber Technologies, Inc. | | ■ Cloudflare, Inc. | ■ General Motors Company | ■ Lyft, Inc. | ■ Snowflake Inc. | ■ Zscaler, Inc. | | ■ CrowdStrike Holdings, Inc. | ■ Harley-Davidson, Inc. | ■ Proterra Inc. | ■ Tesla, Inc. | |

  43. Executive Compensation Peer Group

    The Compensation and Human Capital Committee reviews the compensation peer group annually to ensure continued appropriateness. The peer group companies are intended to be a reasonable frame of reference for compensation benchmarking, aligned with the Company’s business attributes, and size appropriate, taking into account changes in both our business and the businesses of the companies in the peer group.

  44. Compensation-Setting Process and Competitive Positioning

    Compensation-Setting Process and Competitive Positioning In August 2023, the Compensation and Human Capital Committee reviewed the base salaries, target annual cash incentive opportunities, and annual long-term equity incentive values for our NEOs at that time (excluding Messrs. Gagan and Winterhoff, who became our NEOs in December 2023), as compared to similarly situated executives in the peer group. Pay Governance provided data at the 25th, 50th, and 75th percentiles for such compensation, which the committee used as a reference. The Compensation and Human Capital Committee considers such data relevant to, but not determinative of, its consideration of overall executive compensation matters. The Compensation and Human Capital Committee did not benchmark any compensation element to a specific percentile, and the committee instead established our NEOs’ compensation at levels it deemed appropriate after considering such data in conjunction with other factors, including our overall financial and operating performance and each NEO’s experience, performance, contributions and responsibilities, internal pay equity, our short-term and long-term objectives, retention considerations, prevailing market conditions, and feedback from stockholder engagement.

  45. Base Salary

    Base Salary Base salaries provide a fixed source of compensation to our NEOs and are intended to drive short-term performance. We believe generally that a competitive base salary is a necessary element of our executive compensation program and is critical in attracting and retaining executive talent, including our NEOs. Base salaries for our NEOs are also intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent, as well as equitable internally across our executive team. The Compensation and Human Capital Committee annually reviews the base salaries of our NEOs and makes adjustments as it deems necessary or appropriate based on peer group data and the other factors described above in “Compensation-Setting Process and Competitive Positioning.” For each NEO, other than the CEO, the Compensation and Human Capital Committee receives a performance assessment and salary adjustment recommendation from the CEO. The Compensation and Human Capital Committee reviewed the base salaries of our NEOs and considered the recommendations of our CEO (except with respect to his own base salary). Consistent with our intended approach to provide compensation competitive with a benchmark group of companies and in recognition of their performance, the Compensation and Human

  46. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our Annual Cash Incentive Program is intended to motivate our NEOs to achieve our short-term strategic and operational objectives. In June 2023, the Compensation and Human Capital Committee approved the Annual Cash Incentive Program for fiscal year 2023 (the “2023 AIP”). Payouts under this plan may range from 0% to 150% of target, based on the following formula: Target Bonus Opportunity. The target bonus is a specified percentage of base salary in effect at the end of the year for each of our executives (including our NEOs) (the “Target Bonus Opportunity”). The Compensation and Human Capital Committee reviewed the Target Bonus Opportunities for our NEOs under the 2023 AIP, taking into consideration a competitive market analysis performed by its compensation consultant, Pay Governance. The Compensation and Human Capital Committee did not increase the target bonus as a percentage of salary from the prior year, but the increase in base salaries for several NEOs (as discussed above) resulted in higher Target Bonus Opportunities for them.

  47. Annual Cash Incentive Compensation

    | 2024 Proxy Statement | 49 |

  48. Annual Cash Incentive Compensation

    Our NEOs’ Target Bonus Opportunities for 2023 are set forth in the table below as a percentage of base salary and in dollar amounts:

  49. Annual Cash Incentive Compensation

    | | Target Bonus Opportunity | | | Named Executive Officer(1) | % of Base Salary | Amount | | Peter Rawlinson | 100% | $625,000 | | Gagan Dhingra | 50% | $191,000 | | Eric Bach | 75% | $420,000 | | Michael Bell | 75% | $393,750 | | Sherry House | 75% | $431,250 |

  50. Annual Cash Incentive Compensation

    (1) Having commenced employment with the Company in December 2023, Mr. Winterhoff was not eligible to participate in the 2023 AIP. Beginning in 2024, Mr. Winterhoff’s Target Bonus Opportunity will be 90% of his base salary. In connection with Ms. House’s separation on December 31, 2023, she received an annual bonus for 2023 in the amount of $215,000. Company Performance Goals. In June 2023, the Compensation and Human Capital Committee selected revenue, gross margin, and free cash flow as financial metrics (the “Company Performance Goals”) for the 2023 fiscal year as the basis for payout under the 2023 AIP.

  51. Annual Cash Incentive Compensation

    | Company Performance Goal | Metric Description | | Revenue | Revenue as set forth in the Company’s financial statements. | | Gross Margin | The Company’s sales minus its cost of goods sold, expressed as a percentage of sales. | | Free Cash Flow | The Company’s net cash from operations less capital expenditures, subject to any cash balance adjustments not connected to operations. |

  52. Annual Cash Incentive Compensation

    The Company Performance Goals are aligned with our annual growth objectives as well as our long-term business plan, with each Company Performance Goal determining the payout of one-third of the total award. The combined performance of the three Company Performance Goals for fiscal year 2023 is referred to as the “Business Achievement Percentage.” For fiscal year 2023, the Company achieved its target goal for one of its three Company Performance Goals, free cash flow. The Company’s performance did not meet the minimum threshold requirements for its other two Company Performance Goals, revenue and gross margin. As a result, there were no payouts relating to the revenue- and gross margin-related metrics. The Company exceeded its $(3.865) billion in free cash flow target goal, resulting in a Business Achievement Percentage of 37.34%. Taken together, the Target Bonus Opportunity, Business Achievement Percentage, and any individual performance modifier resulted in the following AIP payouts for 2023: $233,377 for Mr. Rawlinson, $71,319 for Mr. Dhingra, $196,035 for Mr. Bach, and $73,513 for Mr. Bell. (Having commenced employment with the Company in December 2023, Mr. Winterhoff was not eligible to participate in the 2023 AIP; and in connection with Ms. House’s separation on December 31, 2023, she received an annual bonus for 2023 in the amount of $215,000.)

  53. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We believe that providing long-term incentive compensation in the form of equity awards is a critical element of our executive compensation program as it encourages our NEOs to take a long-term outlook and reinforces our pay-for-performance culture. By providing opportunities for our employees (including our NEOs) to benefit from future successes in Lucid through the appreciation of the value of their equity awards, the Compensation and Human Capital Committee and the Board believe that equity awards align employees’ interests and contributions with the long-term interests of Lucid’s stockholders. Offering meaningful equity ownership in Lucid is also helpful in retaining our NEOs and other key employees. Based on the feedback received from stockholder engagement, we introduced PSUs and Premium-Priced Options as a significant component of our equity awards program for our executive leaders. For 2023, the total value of equity awards granted to our executives (including our NEOs) was allocated 30% to RSUs, 60% to PSUs, and 10% to Premium-Priced Options.

  54. Long-Term Incentive Compensation

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  55. Long-Term Incentive Compensation

    On September 10, 2023, our executive officers (including our NEOs, other than Mr. Rawlinson), received equity awards. In addition to further incentivizing their continued employment with the Company and aligning their interests with those of our stockholders, awards were informed by competitive benchmark information from the peer group, individual performance, and internal equity considerations. After review of peer group data provided by Pay Governance, and in view of still-outstanding value from the 2021 CEO Grant (defined below), the Board determined not to grant Mr. Rawlinson an equity award in 2023. The total value (at target) of equity awards granted to each of our NEOs in 2023 is set forth in the table below:

  56. Long-Term Incentive Compensation

    | Named Executive Officer | Total Grant Value | RSUs | PSUs (at target) | Premium-Priced Options | | Peter Rawlinson(1) | — | — | — | — | | Gagan Dhingra(2) | $2,500,000 | $750,000 | $1,500,000 | $250,000 | | Marc Winterhoff(3) | $10,000,000 | $3,000,000 | $6,000,000 | $1,000,000 | | Eric Bach | $9,000,000 | $2,700,000 | $5,400,000 | $900,000 | | Michael Bell | $9,000,000 | $2,700,000 | $5,400,000 | $900,000 | | Sherry House(4) | $9,000,000 | $2,700,000 | $5,400,000 | $900,000 |

  57. Long-Term Incentive Compensation

    (1) In view of still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2023. (2) This grant does not include the $500,000 of RSUs awarded to Mr. Dhingra as a special, one-time grant in connection with his appointment as our Interim Chief Financial Officer on December 11, 2023. For additional information on the special, one-time grant, please see “Employment Arrangements — Mr. Dhingra Interim Chief Financial Officer Terms” below. (3) Mr. Winterhoff’s 2023 RSUs and Premium-Priced Options were granted in connection with the commencement of his employment with the Company on December 4, 2023. Pursuant to his offer letter, he is entitled to receive PSUs in 2024 when the performance metrics are determined for the 2024 Long-Term Incentive Plan. (4) In connection with Ms. House’s separation on December 31, 2023, vesting on a portion of her PSU award was accelerated and unvested RSUs and Premium-Priced Options were forfeited. The total grant value of each RSU, PSU, and Premium-Priced Option award is converted into a number of shares of our Common Stock, as discussed below.

  58. RSUs

    RSUs The total number of shares of our Common Stock subject to each RSU award granted to our employees (including our NEOs) is determined by dividing the total dollar value of the award by the volume-weighted average price of the Company’s Common Stock during the 30 consecutive trading day period ending on the grant date (the “30-day VWAP”). Such average is determined based upon the closing price for each such trading day and the number of shares traded on such day. Our NEOs’ RSU awards in 2023 are set forth in the table below:

  59. 2023 RSU Awards to NEOs

    2023 RSU Awards to NEOs

  60. 2023 RSU Awards to NEOs

    | Named Executive Officer | RSUs (Value) | 30-Day VWAP | RSUs | | Peter Rawlinson(1) | — | — | — | | Gagan Dhingra | $750,000 | $6.6069 | 113,517 | | Marc Winterhoff | $3,000,000 | $4.2022 | 713,911 | | Eric Bach | $2,700,000 | $6.6069 | 408,663 | | Michael Bell | $2,700,000 | $6.6069 | 408,663 | | Sherry House(2) | $2,700,000 | $6.6069 | 408,663 |

  61. 2023 RSU Awards to NEOs

    (1) In view of still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2023. In connection with her separation on December 31, 2023, Ms. House forfeited 332,039 of her 2023 RSUs, since no vesting was accelerated on this award, but 76,624 shares were previously vested.

  62. 2023 RSU Awards to NEOs

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  63. 2023 RSU Awards to NEOs

    The RSUs for Messrs. Dhingra, Bach and Bell and Ms. House vest over four years, with 1/8th vesting on the September 10, 2023 grant date, and the remainder vesting in substantially equal quarterly installments beginning on December 5, 2023 and ending on March 5, 2027, subject to the NEO’s continued employment through the applicable vesting dates. The RSUs for Mr. Winterhoff vest over four years, with 1/4th vesting on December 4, 2024, and the remainder vesting in substantially equal quarterly installments beginning on March 5, 2025 and ending on December 5, 2027, subject to his continued employment through the applicable vesting dates.

  64. PSUs

    PSUs The target number of shares of our Common Stock subject to each PSU award granted to our executives (including our NEOs) is determined by dividing the total dollar value of the award by the 30-day VWAP. The number of earned PSUs is based on the achievement of the Company Performance Goals: revenue (weighted 40%), gross margin (weighted 30%), and free cash flow (weighted 30%), as adjusted by an individual performance modifier. The PSUs use the same performance goals as the 2023 AIP, since success in these metrics was seen as mission-critical at the onset of the 2023 fiscal year. Over time, the intent is to shift toward longer-term measurements. The number of earned shares under the PSU awards may range from 0% to 150% of target, based on the following formula: Our NEOs’ target PSU awards in 2023 are set forth in the table below:

  65. 2023 Target PSU Awards to NEOs

    2023 Target PSU Awards to NEOs

  66. 2023 Target PSU Awards to NEOs

    | Named Executive Officer | Target PSUs ($) | 30-Day VWAP | Target PSUs (#) | | Peter Rawlinson(1) | — | — | — | | Gagan Dhingra | $1,500,000 | $6.6069 | 227,035 | | Marc Winterhoff(2) | — | — | — | | Eric Bach | $5,400,000 | $6.6069 | 817,327 | | Michael Bell | $5,400,000 | $6.6069 | 817,327 | | Sherry House | $5,400,000 | $6.6069 | 817,327 |

  67. 2023 Target PSU Awards to NEOs

    (1) In view of still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2023. (2) Having commenced employment with the Company in December 2023, Mr. Winterhoff was not eligible to receive PSUs for the 2023 performance period. Pursuant to his offer letter, Mr. Winterhoff is eligible to receive $6,000,000 in PSUs in 2024 when the performance metrics are determined for the 2024 Long-Term Incentive Plan. (3) In connection with Ms. House’s separation on December 31, 2023, vesting was accelerated for 136,221 of her 2023 PSUs and the remaining 681,106 PSUs were forfeited. Similar to the 2023 AIP, the Compensation and Human Capital Committee selected revenue, gross margin, and free cash flow financial metrics, which were set at levels that would require significant effort on the part of the executives to achieve, although with differing weights. For purposes of the Company’s PSU awards, the combined performance of the three Company Performance

  68. 2023 Target PSU Awards to NEOs

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  69. 2023 Target PSU Awards to NEOs

    Goals for the fiscal year 2023 is referred to as the “Earned Units Percentage.” For fiscal year 2023, the Company achieved its target goal for one of its three Company Performance Goals, free cash flow. The Company’s performance did not meet the minimum threshold requirements for its other two Company Performance Goals, revenue and gross margin. As a result, there were no earned PSUs for the revenue- and gross margin-related metrics. The Company exceeded its $(3.865) billion in free cash flow target goal, resulting in an Earned Units Percentage of 33.61%. Taken together, the Target PSUs Awarded, Earned Units Percentage, and any individual performance modifier resulted in the following earned PSUs for 2023: 76,306 shares for Mr. Dhingra, 343,380 shares for Mr. Bach, and 137,352 shares for Mr. Bell. (In view of still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2023; having commenced employment with the Company in December 2023, Mr. Winterhoff was not eligible to receive PSUs for the 2023 performance period; and in connection with Ms. House’s separation on December 31, 2023, a 136,221 of her 2023 PSUs were accelerated and the remainder forfeited.) Any earned PSUs will vest over three years, with 1/3rd vesting on the later of March 5, 2024 and the date the level of achievement with respect to the Company Performance Goals is certified and the remainder vesting in equal quarterly installments beginning on June 5, 2024 and ending on March 5, 2026, subject to the NEO’s continued employment through the applicable vesting dates.

  70. 2023 Premium-Priced Option Awards to NEOs

    (1) Mr. Rawlinson did not receive an equity award in 2023 in view of still-outstanding value from the 2021 CEO Grant. (2) In connection with Ms. House’s separation, 349,067 of her stock options granted in 2023 were forfeited, since no vesting was accelerated on this award, but 59,596 that were previously vested remained exercisable for three months following her separation date on December 31, 2023. The Premium-Priced Options for Messrs. Dhingra, Bach and Bell and Ms. House vest over four years, with 5/48th vesting on the first monthly anniversary of the grant date, and the remainder vesting in substantially equal monthly installments thereafter, subject to the NEO’s continued employment through the applicable vesting dates. The Premium-Priced Options for Mr. Winterhoff vest over four years, with 1/4th vesting on December 4, 2024, and the remainder vesting in substantially equal monthly installments thereafter, subject to his continued employment through the applicable vesting dates.

  71. Special Bonus

    Special Bonus The Company unveiled the Lucid Gravity, a luxury sport utility vehicle, to the public at the Los Angeles Auto Show in November 2023, which marked a major technical, commercial, and design milestone achievement for the Company. In recognition of their significant contributions to this milestone achievement, the Company awarded a $6,000,000 cash bonus to Mr. Rawlinson and $1,000,000 cash bonus to Mr. Bach (the “Gravity Bonuses”). Although approved and paid in 2024, the Gravity Bonuses reward years of development that led to the public reveal in 2023 and the anticipated success of a new line of Lucid vehicles for years to come.

  72. Special Bonus

    | 2024 Proxy Statement | 53 |

  73. Mr. Winterhoff Offer Letter

    In addition, Mr. Winterhoff’s offer letter provides for an RSU award with a grant value of $3,000,000 (which was granted on December 4, 2023 as described above), a Premium-Priced Option award with a grant value of $1,000,000 (which was also granted on December 4, 2023 as described above), and a PSU award with a target grant value of $6,000,000 (which will be granted in 2024) (collectively, the “Sign-On Awards”). If Mr. Winterhoff is terminated without “cause” or resigns due to a “constructive termination,” his Sign-On Awards will vest in full (provided that the PSUs will remain subject to the applicable performance-vesting conditions based on actual performance), conditioned upon his execution of a release of claims. In addition, upon such termination of employment, Mr. Winterhoff may be eligible to receive a prorated incentive bonus for the year of termination based on the projected Company performance at the time of his termination (unless duplicative under the Executive Severance Plan discussed below).

  74. Termination and Change in Control Agreements

    Termination and Change in Control Agreements

  75. Executive Severance Plan

    Executive Severance Plan The Company established the Lucid Group, Inc. Executive Severance Benefit Plan, effective July 23, 2021 (the “Executive Severance Plan”), in which executives (including our NEOs) participate. Under the terms of the Executive Severance Plan, participants are entitled to receive the following in the event of a termination without “cause” or a “constructive termination” (as each such term is defined in the Executive Severance Plan) that is not a Change in Control Termination (as defined below), subject to the participant’s execution of a release of claims: (i) base salary continuation for the number of months set forth in the participant’s participation agreement, (ii) Company-paid COBRA premiums for healthcare continuation coverage (including a gross-up for applicable taxes) up to the number of months set forth in the participant’s participation agreement, and (iii) accelerated vesting of an “applicable percentage” of the participant’s outstanding and unvested equity awards granted prior to July 23, 2021 (but such accelerated vesting under the Executive Severance Plan does not apply to the 2021 CEO Grant, which contains its own accelerated vesting terms under certain circumstances (as described below), nor to any equity awards granted on or after July 23, 2021). For purposes of determining the accelerated vesting of pre-July 23, 2021 awards, the “applicable percentage” is equal to 25% of the unvested equity award at the time of such termination plus 5% for each year of service, up to 50%. In the event of a termination without “cause” or a “constructive termination” in each case within three months prior to or 12 months following a change in control of Lucid (a “Change in Control Termination”), participants are entitled to receive the following, subject to the participant’s execution of a release of claims: (i) a lump-sum payment equal to the sum of base salary and target annual cash incentive divided by 12, multiplied by the number of months set forth in the participant’s participation agreement, (ii) Company-paid COBRA premiums for healthcare continuation coverage (including a gross-up for applicable taxes) up to the number of months set forth in the participant’s participation agreement, and (iii) accelerated vesting of 100% of the participant’s outstanding equity awards (except in the case of the 2021 CEO Grant, as mentioned above). Under the Executive Severance Plan, a participant’s right to receive severance benefits terminates in the event the participant breaches the Restrictive Covenant Agreement or the participant utilizes our trade secrets to solicit any of our employees to leave us or to induce any of our then-current clients, customers, or suppliers to terminate their business relationship with us. The severance levels that apply to each of the NEOs under the Executive Severance Plan are set forth in the table below:

  76. Executive Severance Plan

    | Named Executive Officer | Severance Not in Connection with a Change in Control (Number of Months) | Severance in Connection with a Change in Control Termination (Number of Months) | | Peter Rawlinson | 12 | 18 | | Gagan Dhingra | 6 | 9 | | Marc Winterhoff | 9 | 12 | | Eric Bach | 9 | 12 | | Michael Bell | 9 | 12 | | Sherry House | 9 | 12 |

  77. Executive Severance Plan

    | 2024 Proxy Statement | 55 |

  78. Executive Severance Plan

    Under the terms of the Lucid Group, Inc. Vesting Acceleration Policy for Death and Disability (the “Acceleration Policy”), our NEOs who are currently employed are also entitled to accelerated vesting of all outstanding unvested time-based and performance-based equity awards in the event of death or disability, except to the extent the policy would be inconsistent with the terms or provisions of any award agreement, employment agreement, or other plan or agreement. The Acceleration Policy also does not apply to any equity awards granted to Mr. Rawlinson prior to September 15, 2021, the date the Acceleration Policy was adopted (including the 2021 CEO Grant). Each NEO’s severance entitlements upon certain terminations of employment are described in more detail below under “Potential Payments Upon Termination or Change in Control.”

  79. House Separation Agreement

    House Separation Agreement In connection with Ms. House’s separation on December 31, 2023, Ms. House received the following severance benefits pursuant to the terms of her separation agreement: (i) nine months of base salary continuation totaling $431,250, (ii) a 2023 annual bonus of $215,000, (iii) accelerated vesting of 83,987 RSUs and 136,221 PSUs, (iv) up to nine months of Company-paid COBRA premiums for healthcare continuation coverage (including a gross-up for applicable taxes), (v) ownership of the Company-provided Lucid Air vehicle (including a gross-up for applicable taxes), and (vi) $12,500 to cover the preparation costs of her 2023 tax returns. In addition, 99,150 (or an applicable percentage of 40%) of unvested RSUs subject to Ms. House’s June 29, 2021 RSU grant were accelerated, pursuant to the terms of her participation agreement under the Executive Severance Plan.

  80. 2021 CEO Grant

    2021 CEO Grant In March 2021, as previously disclosed, Mr. Rawlinson was granted (i) 13,834,748 RSUs vesting quarterly over a four-year period beginning on December 5, 2021 (the “CEO Time-Based RSUs”); and (ii) 16,024,411 PSUs vesting in five tranches with each tranche tied to the attainment of market capitalization goals over the course of a five-year performance period as outlined below (the “CEO Performance RSUs”, and collectively, the “2021 CEO Grant”). Of the 13,834,748 CEO Time-Based RSUs, as of December 31, 2023, 7,782,048 have vested and 6,052,700 remain unvested. Of the 16,024,411 CEO Performance RSUs, as of December 31, 2023, 13,934,271 have vested and 2,090,140 remain unvested. The unvested CEO Performance RSUs can be earned until July 23, 2026. With respect to the CEO Time-Based RSUs, in the event of a change in control of Lucid, the unvested amount will vest (a) to the extent not assumed or substituted in connection with such change in control if Mr. Rawlinson remains employed through the change in control or (b) upon a termination without “cause” or upon a “constructive termination” (as each such term is defined in the 2021 CEO Grant award agreement) 30 days prior to the change in control. If the CEO Time-Based RSUs are assumed or substituted in connection with the change in control, the unvested CEO Time-Based RSUs will vest if Mr. Rawlinson experiences a termination without “cause” or “constructive termination” within 12 months following the change in control. With respect to the CEO Performance RSUs, the unvested amount will vest on a change in control if the per share price multiplied by the total number of outstanding shares of our Common Stock exceeds certain previously disclosed market capitalization metrics. In addition, upon a private financing or public offering of our Common Stock with proceeds of at least $1 billion, if Lucid’s total market capitalization implied by the financing exceeds such market capitalization metrics, the CEO Performance RSUs associated with those metrics will vest. Upon a termination without cause or upon a constructive termination, any unvested CEO Performance RSUs will remain outstanding and eligible to vest if Lucid achieves certain market capitalization metrics within six months after such termination of employment. The CEO Performance RSUs that do not vest by July 23, 2026 will be forfeited.

  81. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the compensation awarded to or paid to our NEOs for services rendered to the Company during the years ended December 31, 2023, 2022 and 2021.

  82. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter Rawlinson Chief Executive Officer and Chief Technology Officer | 2023 | 584,615 | 6,000,000(5) | — | — | 233,377 | 19,223 | 6,837,215 | | | 2022 | 575,000 | — | — | — | — | 21,430 | 596,430 | | | 2021 | 528,846 | 2,190,761 | 556,086,963 | — | 215,625 | 6,569,317 | 565,591,512 | | Gagan Dhingra Interim Chief Financial Officer and Vice President of Accounting and Principal Accounting Officer | 2023 | 377,768 | 68,000(6) | 2,529,876 | 430,229 | 71,319 | 73,384 | 3,550,576 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Marc Winterhoff Chief Operating Officer | 2023 | 22,884 | 3,350,000(7) | 3,112,651 | 2,006,087 | — | 70 | 8,491,692 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Eric Bach Senior Vice President, Product and Chief Engineer | 2023 | 534,423 | 1,000,000(5) | 7,159,781 | 1,548,832 | 196,035 | 872 | 10,439,943 | | | 2022 | 488,942 | — | 5,249,436 | — | — | — | 5,738,378 | | | 2021 | 414,423 | 118,248 | 10,000,930 | — | 168,750 | 7,186,933 | 17,889,284 | | Michael Bell Senior Vice President, Digital | 2023 | 525,000 | — | 7,159,781 | 1,548,832 | 73,513 | 872 | 9,307,998 | | | 2022 | 512,981 | — | 5,249,436 | — | — | — | 5,762,417 | | | 2021 | 500,962 | 357,726 | 26,783,720 | — | 160,274 | 1,232,776 | 29,035,458 | | Sherry House Former Chief Financial Officer | 2023 | 597,510 | 600,000(8) | 7,159,781 | 1,548,832 | — | 1,027,983 | 10,934,106 | | | 2022 | 518,173 | — | 5,249,436 | — | — | — | 5,767,609 | | | 2021 | 317,308 | 141,685 | 16,181,280 | — | 124,315 | 1,160 | 16,765,748 |

  83. 2023 Summary Compensation Table

    (1) Amounts reflect the base salary earned during the applicable year. For additional information, see “Analysis of 2023 Compensation — Base Salary” above. The amounts include base salary increases in September 2023 for Mr. Rawlinson ($50,000), Mr. Bach ($35,000), and Ms. House ($40,000). In addition, the amount for Ms. House includes accrued vacation upon her separation on December 31, 2023. (2) The “Stock Awards” column reflects the aggregate grant date fair value of RSUs and PSUs granted, and the “Option Awards” column reflects the aggregate grant date value of stock options granted, in each case, computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the awards are disclosed in Footnote 14 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This column reflects amounts earned under our annual cash incentive program.

  84. 2023 Summary Compensation Table

    | 60 | 2024 Proxy Statement |

  85. 2023 Summary Compensation Table

    The value includes the following personal perquisites and other compensation:

  86. 2023 Summary Compensation Table

    | Named Executive Officer | Communications Stipend ($) | Executive Disability Premium($) | Company- Provided Vehicle($) | Employee Purchase Program Buyback($) | Tax Preparation Stipend($) | Other($) | | Peter Rawlinson | 780 | 482 | — | — | 17,961 | — | | Gagan Dhingra | 390 | 482 | 2,920(a) | 44,592(b) | — | 25,000(c) | | Marc Winterhoff | 30 | 40 | — | — | — | — | | Eric Bach | 390 | 482 | — | — | — | — | | Michael Bell | 390 | 482 | — | — | — | — | | Sherry House | 810 | 482 | 2,920(a) | 141,258(d) | — | 882,513(e) |

  87. 2023 Summary Compensation Table

    (a) Income inclusion ($1,910) for the Company-provided Lucid Air vehicle commencing in December 2023 and the tax gross-up ($1,010). (b) Income inclusion for the Company repurchase of the employee-owned Lucid Air vehicle ($29,172) and the tax gross-up ($15,420). (c) Monthly stipend for service as our Interim Chief Financial Officer. (d) Income inclusion for the Company repurchase of the employee-owned Lucid Air vehicle ($71,222) and the tax gross-up ($70,036). (e) In connection with her separation on December 31, 2023, Ms. House received salary continuation for nine months ($431,250); 2023 annual incentive compensation ($215,000); transfer of Company-owned Lucid Air vehicle to the NEO and tax-gross up ($185,522); Company-paid costs for 2023 tax preparation ($12,500); Company-paid healthcare continuation for nine months and tax gross-up ($38,241). (5) The amounts reflect one-time bonus payments to Mr. Rawlinson and Mr. Bach for achieving a key milestone in the public reveal of the Lucid Gravity product line. (6) Mr. Dhingra received a special, one-time bonus payment in connection with his appointment as our Interim Chief Financial Officer on December 11, 2023. In addition, he will receive a quarterly bonus of $50,000 during his tenure as our Interim Chief Financial Officer, the first payment of which becomes payable in March 2024. (7) Mr. Winterhoff received a special, one-time sign on bonus of $3,350,000 (a portion of which was intended to compensate him for certain payments that he forfeited upon his departure from his prior employer). Ms. House received a special, one-time bonus of $600,000 in recognition of her significant role in commencing the public offering of the Company’s Common Stock and the concurrent private placement of our Common Stock to the Company’s majority stockholder.

  88. 2023 Summary Compensation Table

    | 2024 Proxy Statement | 61 |

  89. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  90. Grants of Plan-Based Awards

    | Named Executive Officer | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter Rawlinson | | | | | | | | | | | 2023 Annual Cash Incentive(1) | — | 312,500 | 625,000 | 937,500 | — | — | — | — | — | | Gagan Dhingra | | | | | | | | | | | 2023 Annual Cash Incentive | — | 95,500 | 191,000 | 286,500 | — | — | — | — | — | | RSU | 09/10/2023 | — | — | — | — | — | — | 113,517 | 662,939 | | RSU | 12/11/2023 | — | — | — | — | — | — | 117,365 | 541,052 | | PSU | 09/10/2023 | — | — | — | 113,518 | 227,035 | 340,553 | — | 1,325,884 | | Stock Options | 09/10/2023 | — | — | — | — | — | — | 113,517 | 430,229 | | Marc Winterhoff(2) | | | | | | | | | | | RSU | 12/4/2023 | — | — | — | — | — | — | 713,911 | 3,112,651 | | Stock Options | 12/4/2023 | — | — | — | — | — | — | 713,910 | 2,006,087 | | Eric Bach | | | | | | | | | | | 2023 Annual Cash Incentive(1) | — | 210,000 | 420,000 | 630,000 | — | — | — | — | — | | RSU | 9/10/2023 | — | — | — | — | — | — | 408,663 | 2,386,591 | | PSU | 9/10/2023 | — | — | — | 408,664 | 817,327 | 1,225,991 | — | 4,773,189 | | Stock Options | 9/10/2023 | — | — | — | — | — | — | 408,663 | 1,548,832 | | Michael Bell | | | | | | | | | | | 2023 Annual Cash Incentive | — | 196,875 | 393,750 | 590,625 | — | — | — | — | — | | RSU | 9/10/2023 | — | — | — | — | — | — | 408,663 | 2,386,591 | | PSU | 9/10/2023 | — | — | — | 408,664 | 817,327 | 1,225,991 | — | 4,773,189 | | Stock Options | 9/10/2023 | — | — | — | — | — | — | 408,663 | 1,548,832 | | Sherry House | | | | | | | | | | | 2023 Annual Cash Incentive(1) | — | 215,625 | 431,250 | 646,875 | — | — | — | — | — | | RSU | 09/10/2023 | — | — | — | — | — | — | 408,663 | 2,386,591 | | PSU | 09/10/2023 | — | — | — | 408,664 | 817,327 | 1,225,991 | — | 4,773,189 | | Stock Options | 09/10/2023 | — | — | — | — | — | — | 408,663 | 1,548,832 |

  91. Grants of Plan-Based Awards

    (1) For Messrs. Rawlinson and Bach and Ms. House, the 2023 Annual Cash Incentive (the “2023 AIP”) amounts are adjusted to reflect base salary increases during 2023. (2)Having commenced employment with the Company in December 2023, Mr. Winterhoff was not eligible to participate in the 2023 AIP and was not eligible to receive PSUs for the 2023 performance period. Pursuant to his offer letter, Mr. Winterhoff is eligible to receive PSUs in 2024 when the performance metrics are determined for the 2024 Long-Term Incentive Plan. Represents the grant date fair value of RSUs, PSUs, and Premium-Priced Options granted during 2023, calculated in accordance with FASB ASC Topic 718.

  92. Grants of Plan-Based Awards

    | 62 | 2024 Proxy Statement |

  93. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  94. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (#) | Number of Securities Underlying Unexercised Options (#) Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Peter Rawlinson | 3,379,846 | — | 0.37 | 04/16/2025 | — | — | — | — | | | 7,751,276 | — | 0.83 | 04/21/2029 | — | — | — | — | | | | | | | 6,052,700(1) | 25,481,867 | 2,090,140(2) | 8,799,489 | | Gagan Dhingra | 16,554 | 96,963(8) | 8.26 | 09/10/2030 | — | — | — | — | | | — | — | — | — | 27,055(3) | 113,902 | — | — | | | — | — | — | — | 23,129(4) | 97,373 | — | — | | | — | — | — | — | 92,233(5) | 477,907 | — | — | | | — | — | — | — | 117,365(6) | 494,107 | — | — | | | — | — | — | — | — | — | 227,035(7) | 955,817 | | Marc Winterhoff | — | 713,910(9) | 5.25 | 12/4/2030 | — | — | — | — | | | — | — | — | — | 713,911(10) | 3,005,565 | — | — | | Eric Bach | 879,698 | — | 0.83 | 04/21/2029 | — | — | — | — | | | 1,658,007 | 192,793(11) | 0.93 | 07/15/2030 | — | — | — | — | | | — | — | — | — | 206,560(12) | 869,618 | — | — | | | — | — | — | — | 154,194(4) | 649,157 | — | — | | | — | — | — | — | 332,039(5) | 1,397,884 | — | — | | | 59,596 | 349,067(8) | 8.26 | 09/10/2030 | — | — | — | — | | | — | — | — | — | — | — | 817,327(7) | 3,440,947 | | Michael Bell | — | — | — | — | 247,875(13) | 1,043,554 | — | — | | | — | — | — | — | 154,194(4) | 649,157 | — | — | | | — | — | — | — | 332,039(5) | 1,397,884 | — | — | | | 59,596 | 349,067(8) | 8.26 | 09/10/2030 | — | — | — | — | | | — | — | — | — | — | — | 817,327(7) | 3,440,947 | | Sherry House(14) | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | | 59,596 | — | 8.26 | 03/31/2024 | — | — | — | — |

  95. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 63 |

  96. Outstanding Equity Awards at Fiscal Year-End

    The RSUs vest in 16 equal quarterly installments beginning on December 5, 2021, subject to Mr. Rawlinson’s continued employment as of each applicable vesting date. (2) The CEO Performance RSUs vest in five tranches based on the achievement of market capitalization goals applicable to each tranche over any six-month period, subject to Mr. Rawlinson’s continued employment through the applicable vesting date. 13,934,271 CEO Performance RSUs relating to Tranche 1, Tranche 2, Tranche 3, and Tranche 4 vested on March 5, 2022 and were settled on March 7, 2022. The amount reported is the number of CEO Performance RSUs relating to Tranche 5, which was not vested as of December 31, 2023. Amounts can be earned until July 23, 2026. (3) 25% of the RSUs vested on March 5, 2023 and 1/16 of the RSUs vest each quarter beginning June 5, 2023 and ending March 5, 2026, subject to the NEO’s continued employment as of each applicable vesting date. (4) 1/8 of the RSUs vest on September 5, 2022 and 1/16 of the RSUs vest each quarter beginning December 5, 2022 and ending March 5, 2026, subject to the NEO’s continued employment as of each applicable vesting date. (5) 1/8 of the RSUs vest on September 10, 2023 and 1/16 of the RSUs vest each quarter beginning December 5, 2023 and ending March 5, 2027, subject to the NEO’s continued employment as of each applicable vesting date. (6) 1/2 of the RSUs vest on June 5, 2024 and 1/2 vest on December 5, 2024, subject to the NEO’s continued employment as of each applicable vesting date. (7) Represents PSUs at target level of performance. The earned PSUs determined in April 2024 include: Mr. Dhingra, 76,306; Mr. Bach, 343,380; and Mr. Bell, 137,352. 1/3 of the earned PSUs vested on April 9, 2024, the date the Board certified the achievement of the performance metrics, and 1/12 of the earned PSUs vest each quarter beginning June 5, 2024 and ending March 5, 2026, subject to the NEO’s continued employment as of each applicable vesting date. (8) The options to vest over four years, with 5/48 vested on the first monthly anniversary of the September 10, 2023 and 1/48 of the options vest each monthly anniversary thereafter, subject to the NEO’s continued employment as of each applicable vesting date. (9) The options vest 25% in December 4, 2024 and 1/48 of the options vest each monthly anniversary thereafter, subject to the NEO’s continued employment as of each applicable vesting date. (10) 25% of the RSUs vest on December 4, 2024 and 1/16 of the RSUs vest each quarter over 12 quarters beginning March 5, 2025 and ending December 5, 2027, subject to the NEO’s continued employment as of each applicable vesting date. (11) The options vest in 48 equal monthly installments beginning on June 1, 2020, subject to the NEO’s continued employment as of each applicable vesting date. (12) 1/16 of the RSUs vest on June 5, 2021 and 1/16 of the RSUs vest each quarter beginning September 5, 2021 and ending March 5, 2025, subject to the NEO’s continued employment as of each applicable vesting date. (13) 25% of the RSUs vest on September 5, 2021 and 1/16 of the RSUs vest each quarter beginning December 5, 2021 and ending September 5, 2024, subject to the NEO’s continued employment as of each applicable vesting date. (14) Ms. House separated from service effective December 31, 2023. On the date of her separation, Ms. House’s equity awards were (i) previously vested and exercisable as scheduled, (ii) subject to accelerated vesting pursuant to the terms of the Executive Severance Plan, her related participation agreement, and her separation agreement, or (iii) forfeited, as set forth in the table below. Ms. House’s vested stock options remained exercisable for three months following her separation date.

  97. Outstanding Equity Awards at Fiscal Year-End

    | Award | Grant Date | Total # Shares | Previously Vested (#) | Accelerated Vesting (#) | Unvested/Forfeited (#) | | RSU | 06/29/21 | 661,000 | 413,126 | 183,137(a) | 64,737(a) | | RSU | 06/06/22 | 274,122 | 119,928(4) | — | 154,194 | | PSU | 09/10/23 | 817,327 | —(7) | 136,221(b) | 681,106(b) | | RSU | 09/10/23 | 408,663 | 76,624(5) | — | 332,039 | | Premium-Priced Options | 09/10/23 | 408,663 | 59,596(8) | — | 349,067 |

  98. Outstanding Equity Awards at Fiscal Year-End

    (a) Of the 247,874 unvested RSUs, 99,150 RSUs (or 40%, calculated as 25% plus 5% for each year of Ms. House’s three years of service) were accelerated pursuant to the terms of the Executive Severance Plan and her participation agreement thereunder; and an additional 83,987 RSUs were accelerated pursuant to the terms of her separation agreement. The remaining 64,737 RSUs were cancelled and forfeited upon her separation date on December 31, 2023. 136,221 RSUs accelerated pursuant to the terms of Ms. House’s separation agreement and the remaining 681,106 PSUs were cancelled and forfeited upon her separation date on December 31, 2023.

  99. Outstanding Equity Awards at Fiscal Year-End

    | 64 | 2024 Proxy Statement |

  100. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  101. Option Exercises and Stock Vested

    | | Option | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Peter Rawlinson | 180,723 | 610,843(1) | 3,458,689 | 22,706,293(2) | | Gagan Dhingra | — | — | 52,606 | 340,841(3) | | Marc Winterhoff | — | — | — | — | | Eric Bach | — | — | 310,404 | 1,944,446(4) | | Michael Bell | — | — | 475,655 | 3,029,317(5) | | Sherry House | — | — | 629,765 | 3,288,958(6) |

  102. Option Exercises and Stock Vested

    (1) Computed as the difference between the closing price of the underlying shares on the date of exercise and the exercise price of the options for Mr. Rawlinson, based on the following:

  103. Option Exercises and Stock Vested

    | Date of Award | Exercise Date | Number of Options Exercised | Aggregate Closing Price on Exercise Date | Aggregate Exercise Price | | 4/22/2019 | 12/29/2023 | 180,723 | $760,843 | $150,000 |

  104. Option Exercises and Stock Vested

    (2) Computed as the aggregate dollar amount realized upon the vesting of CEO Time-Based RSUs, determined by multiplying the number of units that vested as of the applicable vesting date by the closing price of our Common Stock on the trading day prior to the applicable vesting date, as follows:

  105. Option Exercises and Stock Vested

    | Date of Award | Vesting Date | Number of Shares Acquired on Vesting | Market Price at Vesting | Value Realized on Vesting | | 03/27/21 | 03/05/2023 | 864,673 | $8.94 | $7,730,176 | | | 06/05/2023 | 864,670 | $6.60 | $5,706,822 | | | 09/05/2023 | 864,673 | $6.36 | $5,499,320 | | | 12/05/2023 | 864,673 | $4.36 | $3,769,975 |

  106. Option Exercises and Stock Vested

    | 2024 Proxy Statement | 65 |

  107. Option Exercises and Stock Vested

    Computed as the aggregate dollar amount realized upon the vesting of RSUs granted to Mr. Dhingra, determined by multiplying the number of units vesting as of the applicable vesting date by the closing price of our Common Stock on the trading day prior to the applicable vesting date, as follows:

  108. Option Exercises and Stock Vested

    | Date of Award | Vesting Date | Number of Shares Acquired on Vesting | Market Price at Vesting | Value Realized on Vesting | | 12/13/2021 | 03/05/2023 | 12,024 | $8.94 | $107,494 | | 12/13/2021 | 06/05/2023 | 3,006 | $6.60 | $19,839 | | 12/13/2021 | 09/05/2023 | 3,006 | $6.36 | $19,118 | | 12/13/2021 | 12/05/2023 | 3,006 | $4.36 | $13,106 | | 06/06/2022 | 03/05/2023 | 2,570 | $8.94 | $22,975 | | 06/06/2022 | 06/05/2023 | 2,570 | $6.60 | $16,962 | | 06/06/2022 | 09/05/2023 | 2,570 | $6.36 | $16,345 | | 06/06/2022 | 12/05/2023 | 2,570 | $4.36 | $11,205 | | 09/10/2023 | 09/10/2023 | 14,189 | $5.84 | $82,863 | | 09/10/2023 | 12/05/2023 | 7,095 | $4.36 | $30,934 |

  109. Option Exercises and Stock Vested

    (4) Computed as the aggregate dollar amount realized upon the vesting of RSUs granted to Mr. Bach, determined by multiplying the number of units vesting as of the applicable vesting date by the closing price of our Common Stock on the trading day prior to the applicable vesting date, as follows:

  110. Option Exercises and Stock Vested

    | Date of Award | Vesting Date | Number of Shares Acquired on Vesting | Market Price at Vesting | Value Realized on Vesting | | 02/22/2021 | 03/05/2023 | 41,313 | $8.94 | $369,338 | | 02/22/2021 | 06/05/2023 | 41,312 | $6.60 | $272,659 | | 02/22/2021 | 09/05/2023 | 41,312 | $6.36 | $262,744 | | 02/22/2021 | 12/05/2023 | 41,312 | $4.36 | $180,120 | | 06/06/2022 | 03/05/2023 | 17,133 | $8.94 | $153,169 | | 06/06/2022 | 06/05/2023 | 17,133 | $6.60 | $113,077 | | 06/06/2022 | 09/05/2023 | 17,132 | $6.36 | $108,959 | | 06/06/2022 | 12/05/2023 | 17,133 | $4.36 | $74,699 | | 09/10/2023 | 09/10/2023 | 51,082 | $5.84 | $298,318 | | 09/10/2023 | 12/05/2023 | 25,542 | $4.36 | $111,363 |

  111. Option Exercises and Stock Vested

    | 66 | 2024 Proxy Statement |

  112. Option Exercises and Stock Vested

    Computed as the aggregate dollar amount realized upon the vesting of RSUs granted to Mr. Bell, determined by multiplying the number of units vesting as of the applicable vesting date by the closing price of our Common Stock on the trading day prior to the applicable vesting date, as follows:

  113. Option Exercises and Stock Vested

    | Date of Award | Vesting Date | Number of Shares Acquired on Vesting | Market Price at Vesting | Value Realized on Vesting | | 03/31/2021 | 03/05/2023 | 82,625 | $8.94 | $738,667 | | 03/31/2021 | 06/05/2023 | 82,625 | $6.60 | $545,325 | | 03/31/2021 | 09/05/2023 | 82,625 | $6.36 | $525,495 | | 03/31/2021 | 12/05/2023 | 82,625 | $4.36 | $360,245 | | 06/06/2022 | 03/05/2023 | 17,133 | $8.94 | $153,169 | | 06/06/2022 | 06/05/2023 | 17,133 | $6.60 | $113,077 | | 06/06/2022 | 09/05/2023 | 17,132 | $6.36 | $108,959 | | 06/06/2022 | 12/05/2023 | 17,133 | $4.36 | $74,699 | | 09/10/2023 | 09/10/2023 | 51,082 | $5.84 | $298,318 | | 09/10/2023 | 12/05/2023 | 25,542 | $4.36 | $111,363 |

  114. Option Exercises and Stock Vested

    (6) Computed as the aggregate dollar amount realized upon the vesting of RSUs granted to Ms. House, determined by multiplying the number of units vesting as of the applicable vesting date by the closing price of our Common Stock on the trading day prior to the applicable vesting date, as follows:

  115. Option Exercises and Stock Vested

    | Date of Award | Vesting Date | Number of Shares Acquired on Vesting | Market Price at Vesting | Value Realized on Vesting | | 06/29/2021 | 03/05/2023 | 41,313 | $8.94 | $369,338 | | 06/29/2021 | 06/05/2023 | 41,313 | $6.60 | $272,665 | | 06/29/2021 | 09/05/2023 | 41,313 | $6.36 | $262,750 | | 06/29/2021 | 12/05/2023 | 41,313 | $4.36 | $180,124 | | 06/29/2021 | 12/31/2023 | 183,137 | $4.21 | $771,006 | | 06/06/2022 | 03/05/2023 | 17,133 | $8.94 | $153,169 | | 06/06/2022 | 06/05/2023 | 17,133 | $6.60 | $113,077 | | 06/06/2022 | 09/05/2023 | 17,132 | $6.36 | $108,959 | | 06/06/2022 | 12/05/2023 | 17,133 | $4.36 | $74,699 | | 09/10/2023 | 09/10/2023 | 51,082 | $5.84 | $298,318 | | 09/10/2023 | 12/05/2023 | 25,542 | $4.36 | $111,363 | | 09/10/2023 | 12/31/2023 | 136,221 | $4.21 | $573,490 |

  116. Option Exercises and Stock Vested

    | 2024 Proxy Statement | 67 |

  117. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below sets forth the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment with the Company with or without the occurrence of a change in control, assuming the relevant termination event (or termination and change in control events) occurred on December 31, 2023. With respect to Ms. House, see “Termination and Change in Control Agreements — House Separation Agreement.”

  118. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause or Resignation for Good Reason Other than Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | Death or Disability(1) | | Peter Rawlinson | Cash severance | 625,000(2) | 1,875,000(2) | — | | | Accelerated Vesting of Equity Awards* | —(3) | 25,481,867(3) | — | | | Health Benefits | 10,315(5) | 15,472(5) | — | | | Total | $635,315 | $26,434,839 | $— | | Gagan Dhingra | Cash Severance | 191,000(2) | 429,750(2) | — | | | Accelerated Vesting of Equity Awards* | —(4) | 2,049,500(5) | 2,049,500 | | | Health Benefits | 12,318(6) | 18,477(6) | — | | | Total | $203,318 | $2,497,727 | $2,049,500 | | Marc Winterhoff | Cash Severance | 446,250(2) | 595,000(2) | — | | | Accelerated Vesting of Equity Awards* | 9,005,565(4) | 9,005,565(5) | 9,005,565 | | | Health Benefits | 18,477(6) | 24,636(6) | — | | | Total | $9,470,292 | $9,625,201 | $9,005,565 | | Eric Bach | Cash Severance | 420,000(2) | 980,000(2) | — | | | Accelerated Vesting of Equity Awards* | 750,991(4) | 6,989,966(5) | 6,989,966 | | | Health Benefits | 18,477(6) | 24,636(6) | — | | | Total | $1,189,468 | $7,994,602 | $6,989,966 | | Michael Bell | Cash Severance | 393,750(2) | 918,750(2) | — | | | Accelerated Vesting of Equity Awards* | 417,422(4) | 6,531,541(5) | 6,531,541 | | | Health Benefits | 23,450(6) | 31,267(6) | — | | | Total | $834,622 | $7,481,558 | $6,531,541 |

  119. Potential Payments Upon Termination or Change in Control

    * Equity awards are valued at $4.21 per share, the closing price of a share of our Common Stock on December 29, 2023, the last trading day of fiscal year 2023. (1) Death or Disability Accelerated Vesting. Under the Acceleration Policy, except in the case of the CEO Time-Based RSUs and CEO Performance RSUs, upon the death or disability of a NEO on December 31, 2023, all of such NEO’s outstanding equity awards would have vested. Assumes the Company, in its discretion, would accelerate vesting on Mr. Winterhoff’s promised, but not yet granted, PSUs valued at $6,000,000. (2) Cash Severance. Under the Executive Severance Plan, the amount includes (i) for a qualifying non-Change in Control Termination, base salary continuation for the number of months set forth in the NEO’s participation agreement (12 months for Mr. Rawlinson, six months for Mr. Dhingra, and nine months for Messrs. Winterhoff, Bach, and Bell); and (ii) for a qualifying Change in Control Termination, a lump-sum payment equal to the sum of the NEO’s annual base salary and target annual cash incentive divided by 12, and multiplied by the number of months set forth in the NEO’s participation agreement (18 months for Mr. Rawlinson, nine months for Mr. Dhingra, and 12 months for Messrs. Winterhoff, Bach, and Bell). Pursuant to the terms of Mr. Winterhoff’s offer letter, he is eligible to receive a prorated bonus upon a qualified non-Change in Control Termination. Since Mr. Winterhoff commenced services with us on December 4, 2023, he was not eligible to participate in the 2023 annual cash incentive program. As such, no bonus is included within his severance amounts. (3) 2021 CEO Grant. Upon a termination for any reason that is not in connection with a change in control, the unvested CEO Time-Based RSUs would be forfeited; and forfeiture is assumed for the unvested CEO Performance RSUs, which would remain outstanding for six months following such termination and may vest to the extent that the applicable six-month market capitalization threshold has been satisfied. For a Change in Control Termination, the amount includes the unvested CEO Time-Based RSUs as of December 31, 2023 valued at $4.21 per share. The CEO Performance RSUs would vest to the extent the change in control value (the product of the number of shares outstanding as of such date and the per share price received in the change in control) equaled or exceeded the six-month market capitalization threshold applicable to such tranche. Assuming a per share price in such a hypothetical change in control on December 31, 2023 equal to $4.21, the outstanding CEO Performance RSUs would not have vested and would have been forfeited upon such change in control. Refer to “Compensation Discussion and Analysis – 2021 CEO Grant” for additional information regarding the CEO Time-Based RSUs and CEO Performance RSUs. No value is attributable to the outstanding stock options, which were fully vested prior to December 31, 2023. Qualified Non-Change in Control Termination. In general, under the Executive Severance Plan, unvested equity awards are forfeited upon the NEO’s termination for any reason that is not in connection with a change in control. However, vesting for equity awards granted prior to the July 23, 2021 effective date of the Executive Severance Plan (the “Effective Date”) accelerate by a percentage equal to 25% plus 5% for each year of service, up to a maximum of 50% (the “Applicable Percentage”). Mr. Bach’s unvested equity awards granted prior to the Effective Date

  120. Potential Payments Upon Termination or Change in Control

    | 68 | 2024 Proxy Statement |

  121. Potential Payments Upon Termination or Change in Control

    include 206,560 RSUs and 192,793 options with an exercise price of $0.93 per share, the value of a share is $4.21, and his Applicable Percentage is 50%. Mr. Bell’s unvested equity awards granted prior to the Effective Date include 247,875 RSUs, the value of a share is $4.21, and his Applicable Percentage is 40%. Messrs. Gagan and Winterhoff do not have any equity awards that were granted prior to the Effective Date. Pursuant to Mr. Winterhoff’s offer letter, his unvested equity awards in the form of 713,911 RSUs and 713,910 Premium-Priced Options with an exercise price of $5.25 fully accelerate upon his qualifying termination. The amount for Mr. Winterhoff includes the unvested RSUs valued at $4.21 per share; and unvested stock options valued by multiplying (i) the difference between (a) $4.21 and (b) $5.25, the exercise price per share for each option by (but not below zero) by (ii) the number of unvested shares subject to the option. Mr. Winterhoff’s amount also includes the $6,000,000 in promised, but not yet granted, PSUs. Qualified Change in Control Termination. Amount includes the value of unvested options computed by multiplying (i) the difference between (a) $4.21 and (b) the exercise price per share for each option (but not below zero) by (ii) the number of unvested shares subject to the option. Amount also includes unvested RSUs and PSUs valued at $4.21 per share based on target performance with respect to PSUs. For Mr. Winterhoff, the amount also includes the promised, but not yet granted PSUs valued at $6,000,000. COBRA. Amount includes Company-paid COBRA premiums for medical, dental, and vision coverage continuation for the number of months set for the NEO’s participation agreement. For a qualifying non-Change in Control Termination: 12 months for Mr. Rawlinson, six months for Mr. Dhingra, and nine months for Messrs. Winterhoff, Bach, and Bell. For a qualifying Change in Control Termination: 18 months for Mr. Rawlinson, nine months for Mr. Dhingra, and 12 months for Messrs. Winterhoff, Bach, and Bell. In addition to the amount shown, the NEO would be entitled to receive a gross-up for applicable taxes on the Company-paid COBRA premiums.

  122. Potential Payments Upon Termination or Change in Control

    | 2024 Proxy Statement | 69 |

  123. Director Compensation

    Director Compensation Currently, our director compensation program permits our non-employee directors to receive the following annual retainers and annual equity compensation grants: ■ Board Member: $280,000, of which $30,000 is an annual cash retainer paid in quarterly installments and $250,000 of which is an annual equity retainer in the form of RSUs vesting in full on the earlier of one year following grant and the date of the next annual meeting following the grant, subject to the director’s continued service as of the applicable vesting date. For new directors, the initial equity retainer is $375,000 (instead of $250,000) in RSUs which vest in three equal installments on the first, second, and third anniversary of the director’s service commencement date. ■ Independent Chairman: An additional $30,000 is paid for service as an independent Chairman of the Board, as an annual cash retainer. ■ Committee Chairs: Chairs of the audit, compensation and human capital, nominating and corporate governance, and executive committees receive an additional $20,000, $15,000, $8,000, and $20,000, respectively, as an annual cash retainer. ■ Committee Members: Members of the audit, compensation and human capital, nominating and corporate governance, and executive committees receive an additional $10,000, $7,500, $4,000, and $10,000, respectively, as an annual cash retainer. We also reimburse all of our directors for (i) up to $10,000 annually for director educational programs and (ii) their reasonable travel and other expenses incurred in attending meetings of the Board or committees and training and educational conferences. Pursuant to our Second Amended and Restated 2021 Stock Incentive Plan, we permit directors to elect to defer settlement (beyond vesting) of annual RSUs granted following the conclusion of each regular annual meeting of stockholders, commencing with the 2022 annual meeting of stockholders. Such an election generally only applies to annual RSU awards granted after the year the election is made and will continue to apply to future annual RSU awards unless the director revokes the election with respect to annual RSU awards granted after the year of revocation. Deferred RSUs, together with any additional RSUs credited by reason of a dividend paid by us, are settled upon the earlier of (i) termination of service and (ii) a change in control. The following table reflects information with respect to the compensation of all non-employee directors of the Company for 2023. For 2023 (i.e., prior to the above-referenced increases), the annual equity retainer was $180,000 and the initial equity retainer for new directors was $270,000.

  124. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($)(2) | Total Compensation ($) | | Turqi Alnowaiser | 75,473 | 225,806 | — | — | 301,279 | | Glenn R. August(3) | 44,000 | 225,806 | — | — | 269,806 | | Andrew Liveris | 67,527 | 225,806 | — | 4,457 | 297,790 | | Sherif Marakby | 27,473 | 338,709 | — | 3,400 | 369,582 | | Nichelle Maynard-Elliott | 39,151 | 225,806 | — | 4,457 | 269,414 | | Chabi Nouri | 27,473 | 338,709 | — | — | 366,182 | | Ori Winitzer | 32,624 | 338,709 | — | 14,043 | 385,376 | | Janet S. Wong | 50,000 | 225,806 | — | 4,457 | 280,263 | | Anthony Posawatz, former director(3) | 14,876 | — | — | — | 14,876 | | Frank Lindenberg, former director(3) | 14,876 | — | — | — | 14,876 | | Nancy Gioia, former director(3) | 12,527 | — | — | — | 12,527 |

  125. Director Compensation

    | 70 | 2024 Proxy Statement |

  126. Director Compensation

    The amounts in this column reflect the grant date fair values of the RSUs granted to our non-employee directors during 2023, calculated in accordance with FASB ASC Topic 718. Messrs. Liveris, August, Marakby and Winitzer, and Ms. Maynard-Elliott, have elected to defer settlement of the RSUs. (2) Represents the value of the personal usage of Company-owned Lucid Air vehicles. In addition, payment of a tax gross-up attributable to this perquisite will be made by the end of the taxable year in which the director remits the related taxes. (3) Mr. August will not stand for reelection at the Annual Meeting and will complete his service on June 4, 2024. Mr. Posawatz, Mr. Lindenberg, and Ms. Gioia did not stand for reelection at the 2023 annual meeting of stockholders and completed their service on April 24, 2023. As of December 31, 2023, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was as follows:

  127. Director Compensation

    | Name | Shares Underlying Stock Awards(1) | | Turqi Alnowaiser | 35,993 | | Glenn R. August | 45,818 | | Andrew Liveris | 45,818 | | Sherif Marakby | 48,387 | | Nichelle Maynard-Elliott | 45,818 | | Chabi Nouri | 48,387 | | Ori Winitzer | 48,387 | | Janet S. Wong | 35,993 |

  128. Director Compensation

    Represents the number of shares underlying any outstanding unvested RSUs and/or unsettled RSUs deferred by the non-employee director. As of the date of this filing, all of such RSUs are unvested.

  129. Director Compensation

    | 2024 Proxy Statement | 71 |

  130. CEO PAY RATIO

    CEO PAY RATIO In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2023: ■ the Annual Total Compensation of our CEO was $6,845,151; ■ the Annual Total Compensation of our median employee was $137,274; and ■ the ratio of these two amounts was 50 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. “Annual Total Compensation” of our CEO and median employee for purposes of the Pay Ratio Rule was calculated using the same methodology we used for purposes of determining the annual total compensation for our NEOs for 2023 (as set forth in the Summary Compensation Table), adjusted to include the cost to the Company in 2023 of group medical, dental, and vision coverages, which are provided to all employees on a non-discriminatory basis. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. We used December 31 as the date for determining the employees to be considered in computing the pay ratio. As of December 31, 2023, our employee population consisted of approximately 6,629 individuals excluding the CEO (of which approximately 92% were located in the United States and approximately 8% were located in jurisdictions outside the United States). Our employee population consisted of our global workforce of full-time, part-time, seasonal, and temporary employees. To identify our median employee from our total employee population (excluding our CEO), we used “base pay” for the full 2023 calendar year as our consistently applied compensation measure, which was determined using base salary or base hourly wage as reflected in our payroll records. Based on our consistently applied compensation measure, several employees were at the median compensation level. The median employee was determined by calculating Annual Total Compensation for all such employees and identifying the median compensated employee from this group. Using the methodologies described above, our median employee was a full-time employee located in Canada with Annual Total Compensation of $137,274.

  131. CEO PAY RATIO

    | 72 | 2024 Proxy Statement |

  132. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our CEO (also referred to as “PEO”) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Revenue.

  133. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (in Thousands) ($) | Revenue (in Thousands) ($) | | 2023 | 6,837,213 | (13,293,519) | 8,544,863 | 3,677,594 | 17.36 | 162.40 | (2,828,420) | 595,271 | | 2022 | 596,430 | (643,851,664) | 5,756,135 | (29,632,802) | 28.16 | 79.05 | (1,314,766) | 608,181 | | 2021 | 565,591,512 | 1,148,791,229 | 21,230,163 | 55,097,849 | 156.91 | 109.93 | (2,579,761) | 27,111 |

  134. PAY VERSUS PERFORMANCE

    | | PEO 2023 ($) | PEO 2022 ($) | PEO 2021 ($) | Non-PEOs 2023 ($) | Non-PEOs 2022 ($) | Non-PEOs 2021 ($) | | Summary Compensation Total | 6,837,213 | 596,430 | 565,591,512 | 8,544,863 | 5,756,135 | 21,230,163 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | — | — | 556,086,963 | 6,840,936 | 5,249,436 | 17,655,310 | | Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and Outstanding at Fiscal Year-End | — | — | 1,092,809,021 | 2,579,034 | 1,521,212 | 33,534,732 | | Change in Fiscal Year-End Fair Values of Outstanding Unvested Awards from Prior Years | (19,006,658) | (366,333,502) | — | (531,656) | (20,973,900) | 13,440,337 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year and Vest-Date Fair Value of Awards Vesting in Grant Year | (1,124,074) | (278,114,592) | 46,477,659 | 225,349 | (10,686,813) | 4,547,926 | | Less Fair Value of Awards Forfeited during the Covered Year | — | — | — | 299,060 | — | — | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | — | — | — | — | — |

  135. PAY VERSUS PERFORMANCE

    | 2024 Proxy Statement | 73 |

  136. PAY VERSUS PERFORMANCE

    | | PEO 2023 ($) | PEO 2022 ($) | PEO 2021 ($) | Non-PEOs 2023 ($) | Non-PEOs 2022 ($) | Non-PEOs 2021 ($) | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | — | — | — | — | — | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | — | — | | Compensation Actually Paid | (13,293,519) | (643,851,664) | 1,148,791,229 | 3,677,594 | (29,632,802) | 55,097,849 |

  137. PAY VERSUS PERFORMANCE

    | Performance Measures | | Revenue | | Stock Price | | Cash Management | | Field Quality |

  138. PAY VERSUS PERFORMANCE

    The following are graphical descriptions of the relationships between compensation actually paid to our NEOs versus our cumulative TSR, Net Income, and Revenue, and between our cumulative TSR and our peer group’s cumulative TSR, for the periods covered in the Pay Versus Performance table.

  139. COMPENSATION ACTUALLY PAID VERSUS TOTAL STOCKHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL STOCKHOLDER RETURN

  140. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  141. COMPENSATION ACTUALLY PAID VERSUS REVENUE

    COMPENSATION ACTUALLY PAID VERSUS REVENUE

  142. Executive Officer and Director Compensation Arrangements

    Executive Officer and Director Compensation Arrangements See “Executive Compensation” and “Director Compensation” for information regarding compensation arrangements with our executive officers and directors, respectively, which include, among other things, employment, termination of employment and change in control arrangements, stock awards, stock options and certain other benefits.