DEF 14A of Lucid Group, Inc., Apr 24, 2025

DEF 14A of Lucid Group, Inc.

Filed Apr 24, 2025 · FY20240001104659-25-038701

Open on EDGAR

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

    | | Page | | Grants of Plan-Based Awards | 64 | | Outstanding Equity Awards at Fiscal Year-End | 65 | | Option Exercises and Stock Vested | 67 | | 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 | 76 | | Certain Relationships and Related Party Transactions | 78 | | Householding of Proxy Materials; Availability of Annual Report | 82 | | Other Matters | 82 | | Annex A — Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan | A-1 | | Annex B — GAAP Reconciliation | B-1 |

  2. 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.

  3. 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 | Public Company Boards (including Lucid) | | Turqi Alnowaiser* | 48 | 2019 | 2026 | | | | Chair | Chair | 3 | | Douglas Grimm | 63 | | 2026 | | | | | | 2 | | Lisa M. Lambert | 57 | 2024 | 2026 | | | | | | 3 | | Andrew Liveris | 70 | 2019 | 2026 | | | Chair | | | 4 | | Nichelle Maynard-Elliott | 56 | 2021 | 2026 | | | | | | 2 | | Chabi Nouri | 51 | 2023 | 2026 | | | | | | 2 | | Ori Winitzer | 49 | 2023 | 2026 | | | | | | 1 | | Janet S. Wong | 66 | 2021 | 2026 | | Chair | | | | 2 |

  4. Nominees for Director

    Chairman of the Board

  5. Nominees for Director

    | 10 | 2025 Proxy Statement |

  6. Nominees for Director

    A brief biography of each nominee is 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 nominee should serve on the Board:

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | Turqi Alnowaiser Chairman of the Lucid Board of Directors Age: 48 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, Inc., a technology platform that uses massive network to power movement from point A to point B, since November 2023 and 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. | | Douglas Grimm Director Nominee Age: 63 | Douglas Grimm has served as the Chief Executive Officer of V-to-X, LLC, which is focused on advising and investing in the mobility sector, since April 2017. From December 2015 to April 2017, Mr. Grimm served as President and Chief Operating Officer of Metaldyne Performance Group, Inc., a global provider of components for use in vehicle engine, transmission, powertrain and safety systems. Previously, from January 2008, Mr. Grimm co-founded and served as Chairman, President, and CEO of Grede Holdings LLC and its predecessor, Citation Corporation, and from August 2014, he held the position of Co-President during the merger of Grede Holdings LLC, HHI Group Holdings, and Metaldyne LLC, all of which were prominent automotive suppliers. Prior to that, from 2006 to 2008, Mr. Grimm served as Vice President — Global Ford, Materials Management, Powertrain Electronics & Fuel Operations at Visteon Corporation, a global automotive electronics supplier. Before Visteon Corporation, from 2001 to 2006, Mr. Grimm served as Vice President at Metaldyne LLC in various executive roles, including Commercial Operations, General Manager of Forging and Casting Operations, overseeing global purchasing and quality. Before Metaldyne, from 1994 to 2001, Mr. Grimm was with Dana Corporation, a supplier of fully integrated drivetrain and electrified propulsion systems for passenger vehicles, serving in several executive positions, including Vice President — Global Strategic Sourcing. Prior to that, he spent 10 years at Chrysler Corporation in progressively responsible management roles. Mr. Grimm serves as Chairman of the Board of Blue Bird Corporation, a manufacturer of school buses, and Electrical Components International, Inc., a supplier of electrical distribution systems, control box assemblies and other electrical components, and director of Lumileds, an automative lighting company, and Pangea Corporation, an automative leather supplier. Mr. Grimm holds a B.A. degree in Economics and Management from Hiram College, and an M.B.A. degree from the University of Detroit. Skills and Qualifications: Mr. Grimm has been selected to serve on our board of directors based on his extensive executive experience in the automotive industry. |

  9. Director Nominees

    | 2025 Proxy Statement | 11 |

  10. Director Nominees

    | Lisa M. Lambert Board Member Age: 57 Director Since: 2024 | Lisa M. Lambert has served as a member of our Board of Directors since April 2024. Ms. Lambert has served as Chief Investment Officer of Private Markets of George Kaiser Family Foundation, a charitable organization, since December 2023. Between July 2023 and November 2023, Ms. Lambert served as Interim Chief Executive Officer of Vital Energy Technology, an entity commercializing digital technologies invented by Vital Energy, Inc., an independent energy company. Between January 2018 and July 2023, Ms. Lambert served as Chief Technology and Innovation Officer at National Grid Plc, a multinational electricity and gas utility company, and as Founder and President of National Grid Partners, the venture and innovation arm of National Grid plc. Prior to that, she served as the Managing Partner of the Westly Group, a venture capital company, from May 2016 to January 2018. Between June 1997 and May 2016, Ms. Lambert served in various leadership positions at Intel Corporation, a multinational technology corporation, including as Vice President and Managing Director of the Software and Services Fund for Intel Capital, the investment arm of Intel Corporation, and as Founder and Managing Director of the Intel Capital Diversity Fund, which invests in technology startups. She has served on the board of directors of Vital Energy, Inc. since August 2020, and UL Solutions, Inc., a global private safety company, 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, a cybersecurity startup, from June 2022 to June 2023, Pathr.ai, a spacial intelligence startup, from April 2021 to June 2023, and Pixeom, a software-defined edge computing platform, 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. | | Andrew Liveris Board Member Age: 70 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 Chief Executive Officer of The Dow Chemical Company, a chemical corporation, from November 2004 to September 2017, when he transitioned to the Executive Chairman of Dow DuPont Inc., a position he held until his retirement in July 2018. Mr. Liveris has served on the boards of directors of International Business Machines Corp., a technology company, since 2010, Saudi Aramco, an integrated energy and chemicals company, since 2018, and WorleyParsons Limited, an engineering company, since September 2018. He is also on the advisory board of NEOM, an initiative driven by Saudi Vision 2030. Furthermore, Mr. Liveris was appointed as the President of the 2032 Brisbane Olympics and Paralympic Games 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. 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 and his experience overseeing our growth as a member of our Board of Directors since 2019. |

  11. Director Nominees

    | 12 | 2025 Proxy Statement |

  12. Director Nominees

    | Nichelle Maynard- Elliott Board Member Age: 56 Director Since: 2021 | Nichelle Maynard-Elliott has been a member of our Board of Directors since July 2021. Ms. Maynard-Elliott has served as the Founder and CEO of Dunamis Transaction Advisors LLC, a consultancy firm, since November 2019. 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 on the board of directors of Xerox Holdings Corporation, a workplace technology company, since May 2021, and served as a director of Element Solutions Inc., a specialty chemicals company, from August 2018 to June 2024. 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. | | Chabi Nouri Board Member Age: 51 Director Since: 2023 | Chabi Nouri has been a member of our Board of Directors since April 2023. Ms. Nouri has served as the Chief Executive Officer of Bonhams, an international auction house, since October 2024. Ms. Nouri has previously served as co-manager of a private equity fund focused on the Lifestyle, Impact, Innovation franchise within Mirabaud Asset Management since March 2022. She previously served as the global Chief Executive Officer at Piaget SA, a luxury watch and jewelry brand, a branch of Richemont Group, from April 2017 to June 2021 and as Piaget SA’s Chief Marketing Officer from October 2014 to March 2017. Prior to Piaget SA, Ms. Nouri served in various leadership positions at British American Tobacco Plc, a multinational tobacco company, where she led globally the Vogue Cigarettes brand, and at Cartier International SNC, a luxury-goods conglomerate, in merchandising, retail and product development, where she led globally High Jewellery and Creative Jewellery. Ms. Nouri has 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 an M.A. in Marketing and Economics from the University of Fribourg and has earned certificates from the Massachusetts Institute of Technology on the Digital Future and the International Institute for Management Development on 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. |

  13. Director Nominees

    | 2025 Proxy Statement | 13 |

  14. Director Nominees

    | Ori Winitzer Board Member Age: 49 Director Since: 2023 | Ori Winitzer has 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, a boutique investment and merchant bank that focus on the technology, media and telecommunications industries, and Rothschild & Co, a multinational private and alternative assets investor. Mr. Winitzer currently serves on the boards of directors of Toon Boom Animation, a company that provides development and production of animation and storyboarding software, and FootballCo, a family of media properties dedicated to football (soccer). Mr. Winitzer holds a B.A. in History and French from the University of Wisconsin — Madison and an 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. | | Janet S. Wong Board Member Age: 66 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 TWFG Inc., an independent distribution platform for personal and commercial insurance, since July 2024. She previously served as a director of Enviva Inc., a global energy company, from May 2015 to December 2024, Lumentum Holdings Inc., a market-leading designer and manufacturer of innovative optical and photonic products for cloud/AI and networking, from September 2020 to November 2024, Shine Technologies, a private company focusing on nuclear technology and clean energy, from April 2021 to August 2022, and 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 board of the Louisiana Tech University Foundation. Ms. Wong is an established thought leader on board governance, risk and regulatory matters (including AI and cyber oversight, 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 an 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. |

  15. Director Nominees

    For the election of directors, the eight 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

  16. Director Nominees

    | 14 | 2025 Proxy Statement |

  17. Director Nominees

    office until the 2026 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.

  18. Director Nominees

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

  19. Director Nominees

    | 2025 Proxy Statement | 15 |

  20. Director Nominees

    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.

  21. 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, inclusiveness, skills, background, and experience. Although the Nominating and Corporate Governance Committee does not have a formal policy regarding inclusiveness 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 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. 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.

  22. 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 emphasis of performance-based equity awards, 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 the world’s most advanced 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 performance-based equity awards, as briefly described below.

  23. 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 independent 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 an independent consultant to assist with evaluating non-employee director compensation. Pay Governance provides the committees with market data and analysis on competitive compensation levels, practices and trends and provides recommendations when requested. 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, utilizing the independence criteria and 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 Pay Governance’s work for the committee has not raised any conflicts of interest.

  24. Executive Compensation Peer Group

    Executive Compensation Peer Group In September 2023, 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 2024. 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 understanding the competitive market as it develops compensation policies and practices intended to attract, motivate, and retain top-level talent.

  25. Executive Compensation Peer Group

    | 48 | 2025 Proxy Statement |

  26. Executive Compensation Peer Group

    In developing the peer group, consideration was given to our unique combination of key attributes—high price-to-sales ratio, large-scale manufacturing, and a technology-heavy workforce. Our 2024 compensation peer group included the following companies based on the aforementioned criteria:

  27. Executive Compensation Peer Group

    | ■ Airbnb, Inc. | ■ Magna International Inc. | ■ Mobileye Global Inc. | ■ Tesla, Inc. | ■ Uber Technologies, Inc. | | ■ Aptiv PLC | ■ Ford Motor Company | ■ Joby Aviation, Inc. | ■ Rivian Automotive, Inc. | ■ Zscaler, Inc. | | ■ Cloudflare, Inc. | ■ General Motors Company | ■ Lyft, Inc. | ■ Snowflake Inc. | | | ■ CrowdStrike Holdings, Inc. | ■ Harley-Davidson, Inc. | | | |

  28. 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. For 2024, the Committee approved the removal of Boeing, Deere, Intel and RTX due to their market capitalizations relative to Lucid, as well as Proterra, which filed for bankruptcy. Additionally, the Committee approved the inclusion of Magna International and Mobileye Global due to their strong automotive and electric vehicle industry linkage. The addition of Mobileye Global and the removal of Intel are also related to Mobileye Global’s independent IPO in 2023, following its acquisition by Intel in 2017.

  29. Compensation-Setting Process and Competitive Positioning

    Compensation-Setting Process and Competitive Positioning In the first half of 2024, 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, 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.

  30. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our annual cash incentive program (the “Annual Incentive Plan Program” or “AIP”) is intended to motivate our employees, including our NEOs, to achieve exceptionally challenging short-term strategic and operational objectives, while also enhancing our ability to attract and retain highly talented individuals. Under our AIP, NEOs are eligible to receive an annual performance-based cash bonus award, the amount of which is based on a pre-set target percentage of the NEO’s annual base salary for that year. The Compensation and Human Capital Committee is responsible for establishing the target annual incentive opportunity, as well as the corporate performance metrics and criteria, the latter of which are measured against for assessing the individual performance modifier. For each NEO, the amount of such cash incentive award for each fiscal year depends on our overall Company Payout Factor, which is based on the combined performance of the underlying Company Performance Metrics (see following section for additional details) and their respective individual performance modifier. In June 2024, the Board, upon the recommendation of the Compensation and Human Capital Committee, approved the Annual Incentive Plan Program for fiscal year 2024 (the “2024 AIP”), based on the following formula: Target Annual Incentive Opportunity. The target annual incentive opportunity 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 Annual Incentive Opportunity”). The Compensation and Human Capital Committee reviewed Target Annual Incentive Opportunities for our NEOs under the 2024 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 Annual Incentive Opportunities, as a percentage of base salary, for any of the NEOs from the prior year.

  31. Annual Cash Incentive Compensation

    | 50 | 2025 Proxy Statement |

  32. Annual Cash Incentive Compensation

    Our NEOs’ Target Annual Incentive Opportunities for 2024 are set forth in the table below:

  33. Annual Cash Incentive Compensation

    | | Target Annual Incentive Opportunity | | | Named Executive Officer | % of Base Salary | Amount | | Peter Rawlinson | 100% | $625,000 | | Gagan Dhingra | 50% | $200,000 | | Marc Winterhoff | 90% | $535,500 | | Eric Bach | 75% | $453,750 | | Michael Bell(1) | — | — |

  34. Annual Cash Incentive Compensation

    (1) Due to Mr. Bell’s separation on May 3, 2024, he was not eligible for annual incentive opportunity for 2024. Company Performance Metrics. For 2024, the Board, upon recommendation of the Compensation and Human Capital Committee, selected deliveries, gross margin, free cash flow, and the Lucid Gravity start of production as corporate performance metrics (the “Company Performance Metrics”). The Company Performance Metrics and their respective targets reflect a balanced approach, focusing on key performance metrics that align with our annual growth objectives as well as our long-term business plan. At the time the Company Performance Metrics were established for 2024, the Board, upon the recommendation of the Compensation and Human Capital Committee, believed that attaining such goals would require a high level of effort and skilled execution on the part of our executives, including our NEOs, to achieve strong sales and operational success. For example, the 2024 delivery target would require a significant increase over the number of vehicles delivered in the prior year, demanding strong execution from the executive team. The introduction of the Lucid Gravity Start of Production as a performance metric also helped ensure alignment between executive compensation and the achievement of a critical strategic milestone under a challenging timeline. Additionally, the Free Cash Flow and Gross Margin targets reflect the increased production levels necessary to meet the delivery target, while also accounting for the associated costs of achieving the Lucid Gravity Start of Production.

  35. Annual Cash Incentive Compensation

    | Company Performance Metrics | Weight | Metric Description | | Deliveries | 30% | The number of Lucid vehicles transferred to customers for the full fiscal year ended December 31, 2024. | | Free Cash Flow(1) | 30% | The Company’s net cash from operations less capital expenditures, subject to any cash balance adjustments not connected to operations. | | Gross Margin | 20% | The Company’s sales minus its cost of goods sold, expressed as a percentage of sales. | | The Lucid Gravity Start of Production | 20% | Start the production of the Lucid Gravity no later than December 31, 2024. |

  36. Annual Cash Incentive Compensation

    (1) Free Cash Flow is not a financial measure prepared in accordance with generally accepted accounting principles (“GAAP”). For information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Annex B: Reconciliation of Non-GAAP Financial Measures” in this Proxy Statement. 2024 Individual Performance Modifier. The Compensation and Human Capital Committee reviewed and evaluated individual performance of our NEOs against the Company’s objectives and key results as well as key accomplishments for 2024, based on the recommendation from our former CEO, Mr. Rawlinson (other than for his own performance). While the Compensation and Human Capital Committee considered Mr. Rawlinson’s recommendations, the Compensation and Human Capital Committee ultimately was responsible for determining the final individual performance ratings and individual performance modifiers. In the case of Mr. Rawlinson’s performance, the Compensation and Human Capital Committee reviewed and recommended to the Board, and the Board ultimately approved his performance rating and individual performance modifier.

  37. Annual Cash Incentive Compensation

    | 2025 Proxy Statement | 51 |

  38. Annual Cash Incentive Compensation

    2024 AIP Actual Performance and Payouts. In March 2025, the Compensation and Human Capital Committee evaluated the Company’s performance in relation to the Company Performance Metrics, as well as the individual contributions of each NEO (other than Mr. Bell, who departed in May 2024) toward the achievement of those metrics. In light of certain operational change, and to better reflect the intent and assumptions under which the target of the Company Performance Metrics were initially set, the Compensation and Human Capital Committee determined it was necessary and appropriate to adjust the manner in which actual performance was calculated for the Free Cash Flow metric for 2024 and 2025 and the Board approved such adjustment in the first quarter of 2025. Specifically, actual Free Cash Flow results for 2024 were reduced by $740 million for purposes of the 2024 AIP and the 2024 Tranche of the 2024 PSU awards, reducing payout under the 2024 AIP and 2024 Tranche of the 2024 PSU awards (with 2024 Tranche defined below under the heading “Long-Term Incentive Compensation-PSUs”). For fiscal year 2024, the Company achieved and exceeded target performance for each of its four Company Performance Metrics with 10,241 deliveries (target 9,000), $(923) million in gross margin (target $(1,027) million), $(3,644) million in free cash flow (target ($4,136) million), and started production of the Lucid Gravity before December 31, 2024, resulting in a Company Payout Factor of 130.3%. As discussed above, actual result of free cash flow incorporates the adjustments approved by the Compensation and Human Capital Committee and the Board in the first quarter of 2025. If no such adjustments had been made, actual Free Cash Flow result for 2024 would have been ($2,904) million, resulting in an overall Company Payout Factor of 136.4%, rather than 130.3%. Taken together, the Target Annual Incentive Opportunity, Company Payout Factor, and any individual performance modifier resulted in the following 2024 AIP payouts for our NEOs: $814,375 for Mr. Rawlinson, $390,900 for Mr. Dhingra, $697,757 for Mr. Winterhoff, and $591,236 for Mr. Bach. Due to his separation in May 2024, Mr. Bell was not eligible for annual incentive opportunity in 2024.

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We believe that providing long-term incentive compensation in the form of equity-based 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’ and our NEOs’ interests and contributions with our critical business objectives as well as 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 peer group data and the feedback received from stockholder engagement, the Compensation and Human Capital Committee determined that a combination of PSUs and RSUs would be the most appropriate incentive structure for our executive leaders to reward performance over time and achieve our retention objectives. In determining such combination, the Compensation and Human Capital Committee considered market trends, retention needs, and internal equity considerations, and concluded such combination would provide a substantial retention incentive, further align our long-term incentive program with market trends, and align the interests of our NEOs with those of our stockholders by encouraging them to focus on the Company’s long-term performance and success. For additional detail about our NEO equity award mix for 2024, please see above under the heading “2024 Pay Actions Related to Target Compensation — Long-Term Equity Incentives and 2024 Equity Award Mix.” 2024 Equity Grants. In 2024, our executive officers (including our NEOs, other than Messrs. Rawlinson and Bell), received equity awards. In addition to further incentivizing their continued employment with the Company and aligning their interests with our critical business objectives and 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 the still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2024.

  40. Long-Term Incentive Compensation

    | 52 | 2025 Proxy Statement |

  41. Long-Term Incentive Compensation

    The total value (at target) of equity awards granted to each of our NEOs in 2024 is set forth in the table below:

  42. Long-Term Incentive Compensation

    | Named Executive Officer | Total Grant Value | RSUs | PSUs (at target) | | Peter Rawlinson(1) | — | — | — | | Gagan Dhingra | $3,000,000 | $1,500,000 | $1,500,000 | | Marc Winterhoff(2) | $6,000,000 | — | $6,000,000 | | Eric Bach | $9,000,000 | $3,600,000 | $5,400,000 | | Michael Bell(3) | — | — | — |

  43. 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 2024. (2) In connection with the commencement of Mr. Winterhoff’s employment with the Company on December 4, 2023, the Board granted Mr. Winterhoff a PSU award in 2024 pursuant to his offer letter. (3) Due to Mr. Bell’s separation on May 3, 2024, he was not eligible for any equity awards in 2024. The total grant value of each RSU and PSU award is converted into a number of shares of our Common Stock, as discussed below.

  44. RSUs

    RSUs Number of RSUs Granted. 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 2024 are set forth in the table below:

  45. 2024 RSU Awards to NEOs

    2024 RSU Awards to NEOs

  46. 2024 RSU Awards to NEOs

    | Named Executive Officer | RSUs (Value) | 30-Day VWAP | Number of RSUs | | Peter Rawlinson(1) | — | — | — | | Gagan Dhingra | $1,500,000 | $3.5958 | 417,153 | | Marc Winterhoff(2) | — | — | — | | Eric Bach | $3,600,000 | $3.5958 | 1,001,168 | | Michael Bell(3) | — | — | — |

  47. 2024 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 2024. (2) In view of the equity grants pursuant to Mr. Winterhoff’s offer letter, the Board did not grant Mr. Winterhoff an RSU award in 2024. (3) Due to Mr. Bell’s separation on May 3, 2024, he was not eligible for any equity awards in 2024. The RSUs for Messrs. Dhingra and Bach vest over four years, with 1/8th vesting on September 15, 2024, the date of the grant, and the remainder vesting in substantially equal quarterly installments beginning on December 5, 2024, and ending on March 5, 2028, subject to the NEO’s continued employment through the applicable vesting dates.

  48. PSUs

    PSUs Number of PSUs Granted. 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. Our NEOs’ 2024 target PSU awards are set forth in the table below:

  49. PSUs

    | 2025 Proxy Statement | 53 |

  50. PSUs

    | Named Executive Officer | Value of PSUs ($) | 30-Day VWAP | Number of PSUs (#) | | Peter Rawlinson(1) | — | — | — | | Gagan Dhingra | $1,500,000 | $3.5958 | 417,153 | | Marc Winterhoff(2) | $6,000,000 | $2.8081 | 2,136,676 | | Eric Bach | $5,400,000 | $3.5958 | 1,501,752 | | Michael Bell(3) | | | |

  51. PSUs

    In view of still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2024. (2) In connection with the commencement of Mr. Winterhoff’s employment with the Company on December 4, 2023, the Board granted Mr. Winterhoff a PSU award in June 2024 pursuant to his offer letter. The target number of PSUs subject to this award is determined on the basis of the 30-day VWAP ending on the grant date. (3) Due to Mr. Bell’s separation on May 3, 2024, he was not eligible for any equity awards in 2024. Overview of 2024 PSU Award Structure. Consistent with our pay-for-performance philosophy and our focus on achieving critical business objectives and creating long-term stockholder value, our Compensation and Human Capital Committee determined that the design of the 2024 PSU awards (including those granted to our NEOs) would be structured into a two-year performance period, segmented into two equal tranches (2024 and 2025, respectively). The 2024 tranche (the “2024 Tranche”) uses deliveries, gross margin and free cash flow as the performance metrics. The 2025 tranche (the “2025 Tranche”) uses deliveries and free cash flow as the performance metrics (“2025 Tranche Company Performance Metrics”). For each tranche, a minimum of 50% weighted-average performance achievement, measured against the performance goals for that year, is required to certify any earning of the PSUs. Vesting of earned PSUs under each tranche is as follows: (1) For the 2024 Tranche: 50% of earned shares vest upon the later of March 5, 2025, or the certification of achievement which occurred in the first quarter of 2025. The remaining 50% of earned shares vest in equal quarterly installments over the following four quarters, subject to the NEO’s continued service through the applicable vesting dates; (2) For the 2025 Tranche: 50% of earned shares vest upon the later of March 5, 2026, or the certification of achievement which is expected to occur in the first quarter 2026. The remaining 50% of earned shares vest in equal quarterly installments over the following four quarters, subject to the NEO’s continued service through the applicable vesting dates. 2024 Tranche Performance Metrics. For the 2024 Tranche, the Board, upon the recommendation of the Compensation and Human Capital Committee, selected deliveries, gross margin and free cash flow as performance metrics (“2024 Tranche Company Performance Metrics”). As explained above under the heading Annual Cash Incentive Compensation, these metrics and their respective target performance levels reflect a balanced approach, focusing on key performance metrics that align with our annual growth objectives as well as our long-term business plan. At the time the performance metrics were established for the 2024 Tranche, the Board, upon the recommendation of the Compensation and Human Capital Committee, believed that attaining such goals would require a high level of effort and skilled execution on the part of our executives, including our NEOs, to achieve strong sales and operational success.

  52. PSUs

    | 2024 Tranche Company Performance Metrics | Weight | Metric Description | | Deliveries | 1/3 | The number of Lucid vehicles transferred to customers for the full fiscal year ended December 31, 2024. | | Gross Margin | 1/3 | The Company’s sales minus its cost of goods sold, expressed as a percentage of sales. | | Free Cash Flow | 1/3 | The Company’s net cash from operations less capital expenditures, subject to any cash balance adjustments not connected to operations. |

  53. PSUs

    Actual Performance and PSUs Earned Under 2024 Tranche. In March 2025, the Compensation and Human Capital Committee evaluated the Company’s performance in relation to the 2024 Tranche Company Performance Metrics. For

  54. PSUs

    | 54 | 2025 Proxy Statement |

  55. PSUs

    fiscal year 2024, the Company achieved and exceeded target performance for all of its three 2024 Tranche Company Performance Metrics with 10,241 deliveries (target 9,000), $(923) million in gross margin (target $(1,027) million), and $(3,644) million in free cash flow (target ($4,136) million), resulting in a PSU Payout Factor of 129.8%. As discussed earlier, actual result of free cash flow incorporates the adjustments approved by the Compensation and Human Capital Committee and the Board in the first quarter of 2025. If no such adjustments had been made, actual Free Cash Flow performance for 2024 would have been ($2,904) million, resulting in an overall PSU Payout Factor of 136.6%, rather than 129.8%. Taken together, for the 2024 Tranche, the number of PSUs granted at target and PSU Payout Factor combined resulted in the following number of PSUs earned for each NEO: 1,386,704 shares for Mr. Winterhoff, 270,730 shares for Mr. Dhingra, and 974,637 shares for Mr. Bach. In view of still-outstanding value from the 2021 CEO Grant, the Board determined not to grant Mr. Rawlinson an equity award in 2024. Due to Mr. Bell’s separation on May 3, 2024, he was not granted any equity awards in 2024. 2025 Tranche Performance Metrics. For the 2025 Tranche, the Board, upon the recommendation of the Compensation and Human Capital Committee, selected deliveries and free cash flow as performance metrics (“2025 Tranche Company Performance Metrics”) in alignment with our long-term business plan for 2025. In the first quarter of 2025, the target for the Deliveries metric for the 2025 Tranche was adjusted to more closely track the long-term business plan for 2025 approved by the Board in December 2024, better reflecting the intent and assumptions under which the target of the Deliveries metric was initially set. In addition, in the first quarter of 2025, the Compensation and Human Capital Committee and the Board approved an adjustment to how the actual result of the Free Cash Flow performance metric will be calculated for the 2025 Tranche in connection with the operational change that drove the corresponding adjustment to Free Cash Flow results for the 2024 Tranche and the 2024 AIP discussed under the heading “2024 AIP Actual Performance and Payouts.” Details regarding actual performance and PSUs earned under the 2025 Tranche will be disclosed in the proxy statement for the following year.

  56. PSUs

    | 2025 Tranche Company Performance Metrics | Weighting | Metric Description | | Deliveries | 50% | The number of Lucid vehicles transferred to customers for the full fiscal year ended December 31, 2025. | | Free Cash Flow | 50% | The Company’s net cash from operations less capital expenditures, subject to any cash balance adjustments not connected to operations. |

  57. Special Bonus

    Special Bonus The Company unveiled the Lucid Gravity 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 have been included as part of the 2023 total compensation for Messrs. Rawlinson and Bach accordingly.

  58. Mr. Dhingra Interim Chief Financial Officer Terms and Promotion

    Mr. Dhingra Interim Chief Financial Officer Terms and Promotion In connection with Mr. Dhingra’s appointment as our Interim Chief Financial Officer on December 11, 2023, Mr. Dhingra received certain compensation, including, without limitation, (i) an award of RSUs with a grant value of $500,000 that vested 50% on June 5, 2024 and 50% on December 5, 2024; and (ii) a quarterly bonus of $50,000 and a monthly stipend of $25,000 while serving as our Interim Chief Financial Officer during 2024 and through February 25, 2025, when we appointed Taoufiq Boussaid as our Chief Financial Officer and promoted Mr. Dhingra to Senior Vice President, Finance and Accounting. The final payment of Mr. Dhingra’s quarterly bonus and monthly stipend was completed on March 28, 2025. In 2025, in connection with Mr. Dhingra’s promotion to Senior Vice President, Finance and Accounting, Mr. Dhingra’s base salary was increased to $475,000, his target bonus opportunity commencing for the fiscal 2025 performance period was increased to 75% of base salary, he received a one-time bonus in the amount of $250,000 and he became eligible to participate in the Executive Severance Plan (as defined below) at the senior vice president level. In 2025, in connection with such promotion, Mr. Dhingra was also granted a special award of RSUs and a special award of PSUs, with target grant values of $400,000 and $600,000, respectively, with such RSUs vesting quarterly over four years and such PSUs vesting consistent with the terms of performance stock units granted to other NEOs in 2024.

  59. Mr. Winterhoff PSU Award

    Mr. Winterhoff PSU Award In connection with Mr. Winterhoff’s commencement of employment as our Chief Operating Officer on December 4, 2023, in 2024, the Company granted Mr. Winterhoff a PSU award with a target grant value of $6,000,000, which is subject to the same performance-vesting conditions that apply to our other NEO PSU awards granted in 2024. Mr. Winterhoff was also awarded certain other new hire compensation in 2023, as described in our proxy statement filed on April 25, 2024 under the heading “Mr. Winterhoff Offer Letter.”

  60. Termination and Change in Control Agreements

    Termination and Change in Control Agreements

  61. 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 of employment 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. As of December 31, 2024, the severance levels that apply to each of the NEOs under the Executive Severance Plan are set forth in the table below:

  62. 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(1) | 12 | 18 | | Gagan Dhingra(2) | 6 | 9 | | Marc Winterhoff(3) | 9 | 12 | | Eric Bach | 9 | 12 | | Michael Bell(4) | — | — |

  63. Executive Severance Plan

    Peter Rawlinson stepped aside as our CEO and Chief Technology Officer and was appointed as Strategic Technical Advisor to the Chairman of the Board on February 21, 2025. Therefore, he is no longer participating in our Executive Severance Plan. See “Mr. Rawlinson Transition Agreement” above.

  64. Executive Severance Plan

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  65. Executive Severance Plan

    Gagan Dhingra was promoted from Vice President of Accounting to Senior Vice President, Finance and Accounting, on February 25, 2025. In connection with the promotion, his participation level under our Executive Severance Plan has been adjusted into 9 months for severance not in connection with a change in control termination, and 12 months for severance in connection with a change in control termination. See “Mr. Dhingra Interim Chief Financial Officer Terms and Promotion” above. (3) Marc Winterhoff was appointed Interim CEO on February 21, 2025. In connection with the appointment, his participation level under our Executive Severance Plan has been adjusted into 12 months for severance not in connection with a change in control termination, and 12 months for severance in connection with a change in control termination. See “Mr. Winterhoff Interim CEO Terms and Promotion” above. (4) Due to Mr. Bell’s separation on May 3, 2024, he was not eligible for any benefits under the Executive Severance Plan as of December 31, 2024. 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. 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.”

  66. 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, 2024, 11,240,732 have vested and 2,594,016 remain unvested. Of the 16,024,411 CEO Performance RSUs, as of December 31, 2024, 13,934,271 have vested and 2,090,140 remain unvested. The unvested CEO Performance RSUs can be earned until July 23, 2026, subject to continued service as of each applicable vesting date. Pursuant to the 2021 CEO Grant award agreement, with respect to the CEO Time-Based RSUs, in the event of a change in control of Lucid, any unvested amount will vest (a) to the extent not assumed or substituted in connection with such change in control, if Mr. Rawlinson remains in continuous service 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 of service 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 of service 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 continuous service. The CEO Performance RSUs that do not vest by July 23, 2026 will be forfeited. In connection with Mr. Rawlinson’s transition to Strategic Technical Advisor to the Chairman of the Board, any unvested CEO Time-Based RSUs and CEO Performance RSUs remain outstanding and eligible to vest during his consulting term.

  67. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation and Human Capital Committee believes that the design, implementation, and governance of our executive compensation program are consistent with high standards of risk management. Our executive compensation program reflects an appropriate mix of compensation elements, balancing current and long-term performance objectives, cash and equity compensation, and risks and rewards. Pay Governance annually conducts a detailed risk assessment of our compensation programs, employing a framework to assist the Compensation and Human Capital Committee in ascertaining any potential material adverse risks and how they may link with our compensation programs. The results of Pay Governance’s risk assessment were presented to the Compensation and Human Capital Committee in December 2024. Based on the assessment, Pay Governance concluded, and the Compensation and Human Capital Committee agreed, that our compensation programs do not create any potential risk that is reasonably likely to have a material adverse effect on the Company. Based on the above, we believe our executive compensation program effectively (i) ensures that our compensation opportunities do not encourage excessive risk taking, (ii) keeps our NEOs focused on the creation of long-term, sustainable value for our stockholders, and (iii) provides competitive and appropriate levels of compensation over time. Equity Grant Practices. Although we do not have a formal policy regarding the timing of equity award grants, we generally grant annual equity awards to our NEOs on a pre-established date and we do not grant any form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any equity award. The Compensation and Human Capital Committee also does not take material, non-public information into account when determining the timing and terms of equity award grants, provided that, if material, non-public information becomes known to the Compensation and Human Capital Committee prior to granting an equity award, the Compensation and Human Capital Committee takes the existence of such information into consideration and uses its business judgment to determine whether to delay the grant of equity to avoid any impropriety.

  68. Compensation Risk Assessment

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Peter Rawlinson Chief Executive Officer and Chief Technology Officer | 2024 | 625,000 | — | — | — | 814,375 | 51,115 | 1,490,490 | | | 2023 | 584,615 | 6,000,000(6) | — | — | 233,377 | 19,223 | 6,837,215 | | | 2022 | 575,000 | — | — | — | — | 21,430 | 596,430 | | Gagan Dhingra Interim Chief Financial Officer and Vice President of Accounting and Principal Accounting Officer | 2024 | 397,231 | 200,000(7) | 3,287,166 | | 390,900 | 337,614 | 4,612,911 | | | 2023 | 377,768 | 68,000 | 2,529,876 | 430,229 | 71,319 | 73,384 | 3,550,576 | | | 2022 | — | — | — | — | — | — | — | | Marc Winterhoff Chief Operating Officer | 2024 | 595,000 | — | 5,320,323 | | 697,757 | 32,712 | 6,645,792 | | | 2023 | 22,884 | 3,350,000 | 3,112,651 | 2,006,087 | — | 70 | 8,491,692 | | | 2022 | — | — | — | — | — | — | — | | Eric Bach Senior Vice President, Product and Chief Engineer | 2024 | 598,077 | | 9,861,505 | | 591,236 | 141,660 | 11,192,478 | | | 2023 | 534,423 | 1,000,000(6) | 7,159,781 | 1,548,832 | 196,035 | 872 | 10,439,943 | | | 2022 | 488,942 | — | 5,249,436 | — | — | — | 5,738,378 | | Michael Bell Former Senior Vice President, Digital | 2024 | 254,928 | — | — | — | — | 773,388 | 1,028,316 | | | 2023 | 525,000 | — | 7,159,781 | 1,548,832 | 73,513 | 872 | 9,307,998 | | | 2022 | 512,981 | — | 5,249,436 | — | — | — | 5,762,417 |

  69. Compensation Risk Assessment

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(4) | Option Awards ($) | All Other Compensation ($)(2) | Total Compensation ($) | | Turqi Alnowaiser | 89,148 | 275,943 | — | — | 365,091 | | Andrew Liveris | 55,000 | 275,943 | — | 19,220 | 350,163 | | Sherif Marakby(3) | 40,000 | 275,943 | — | 19,220 | 335,163 | | Nichelle Maynard-Elliott | 47,816 | 275,943 | — | 21,254 | 345,013 | | Chabi Nouri | 42,871 | 275,943 | — | — | 318,814 | | Ori Winitzer | 41,758 | 275,943 | — | 17,318 | 335,019 | | Janet S. Wong | 50,000 | 275,943 | — | 21,004 | 346,947 | | Lisa M. Lambert | 22,967 | 383,257 | — | 6,655 | 412,879 | | Glenn R. August, former director(3) | 18,736 | — | — | — | 18,736 |

  70. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our former 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 2024, 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 Free Cash Flow.

  71. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) (4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1) (4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income (in Thousands) ($) | Free Cash Flow (in Thousands) ($)(3) | | 2024 | 1,490,490 | (6,467,228) | 5,869,874 | 3,898,596 | 12.45 | 224.42 | (2,713,942) | (2,903,515) | | 2023 | 6,837,213 | (13,293,519) | 8,544,858 | 3,677,588 | 17.36 | 162.40 | (2,828,420) | (3,400,397) | | 2022 | 596,430 | (643,851,664) | 5,756,135 | (29,632,802) | 28.16 | 79.05 | (1,304,460) | (3,301,110) | | 2021 | 565,591,512 | 1,148,791,229 | 21,230,163 | 55,097,849 | 156.91 | 109.93 | (2,579,761) | (1,479,353) |

  72. PAY VERSUS PERFORMANCE

    (1) Mr. Rawlinson served as our PEO for each of the fiscal years presented. For 2024, our non-PEO NEOs included Messrs. Dhingra, Winterhoff, Bach and Bell. For 2023, our non-PEO NEOs included Messrs. Dhingra, Winterhoff, Bach and Bell and Sherry House and for 2022 and 2021, our non-PEO NEOs included Messrs. Bach and Bell and Ms. House. (2) The Peer Group TSR set forth in this table utilizes the 20 largest public companies sharing the same SIC code as us, which is SIC code 3711, “Motor Vehicles and Passenger Car Bodies” (“Motor Vehicles and Passenger Car Bodies Public Company Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting July 23, 2021, through the end of the listed year in the Company and in the Motor Vehicles and Passenger Car Bodies Public Company Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. (3) Free Cash Flow is not a financial measure prepared in accordance with GAAP. For information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Annex B: Reconciliation of Non-GAAP Financial Measures” in this Proxy Statement. The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the “compensation actually paid” to our PEO and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024:

  73. PAY VERSUS PERFORMANCE

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  74. PAY VERSUS PERFORMANCE

    | | PEO 2024 ($) | Non-PEOs 2024 ($) | | Summary Compensation Total | 1,490,490 | 5,869,874 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | — | (4,617,249) | | Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and Outstanding at Fiscal Year-End | — | 4,337,714 | | Plus Fair Value as of the Vesting Date for Awards Granted in the Covered Year and Vested in the Covered Year | — | 220,948 | | Change in Fiscal Year-End Fair Values of Outstanding Unvested Awards Granted from Prior Years | (3,504,663) | (483,850) | | Change in Fair Value as of Vesting Date of Awards Granted from Prior Years that Vested in the Covered Year | (4,453,055) | (516,531) | | Less Fair Value of Awards Forfeited during the Covered Year | — | (912,310) | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | — | | Less Aggregate Change in Actuarial Present Value of Benefit Accumulated Benefit Under Pension Plans | — | — | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | | Compensation Actually Paid | (6,467,228) | 3,898,596 |

  75. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

  76. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  77. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

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  78. COMPENSATION ACTUALLY PAID VERSUS FREE CASH FLOW

    COMPENSATION ACTUALLY PAID VERSUS FREE CASH FLOW

  79. 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.

  80. Executive Officer and Director Compensation Arrangements

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