DEF 14A of Neonode Inc.
Filed Apr 30, 2025 · FY20240001213900-25-037606
PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS
PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS Two people will be elected at the 2025 Annual Meeting to serve as Class II directors of the Board of Directors. Each elected Class II director is expected to serve until the 2028 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, or until such person’s earlier death, resignation, or removal. The Board of Directors has nominated Ulf Rosberg and Peter Kruk for reelection as the Class II directors of the Board of Directors. Mr. Rosberg and Mr. Kruk have expressed their willingness to continue to serve as a member of the Board of Directors. If either becomes unavailable to serve as a director for any reason (which event is not anticipated), the shares represented by proxy may (unless such proxy contains instructions to the contrary) be voted for a substitute nominee chosen by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with the Company’s certificate of incorporation and bylaws. Biographical information about Mr. Rosberg and Mr. Kruk is provided under “Nominees and Continuing Directors” in the “Board Matters and Corporate Governance” section below.
Required Vote and Recommendation
Required Vote and Recommendation Directors are elected by a plurality of the votes of the holders of common stock present in person or by proxy and entitled to vote at the meeting. Provided a quorum is present, the two nominees receiving the highest number of affirmative votes will be elected as the Class II directors. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” the nominees of the Board of Directors unless contrary instructions are indicated in the proxy. The Board of Directors recommends that you vote “FOR” the election of the Board of Directors’ nominees for the Class II directors.
BOARD MATTERS AND CORPORATE GOVERNANCE
BOARD MATTERS AND CORPORATE GOVERNANCE
Composition of the Board of Directors
Composition of the Board of Directors In accordance with the Restated Certificate of Incorporation of Neonode Inc., as amended (our “Certificate of Incorporation”), the Board of Directors exclusively determines the number of directors that compose the Board of Directors. By resolution, the Board of Directors has fixed the size of the Board of Directors at five members currently. The Board of Directors is divided into three classes in accordance with our Certificate of Incorporation. Each class has a three-year term. Currently, one member of the Board of Directors serves in Class I, two members serve in Class II, and two members serve in Class III. Our Certificate of Incorporation provides that any vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class may serve for the remainder of the full term of that class, and until the director’s successor is elected and qualified.
Nominees and Continuing Directors
Nominees and Continuing Directors The identities and biographies of each nominee and continuing member to the three classes of the Board of Directors serving staggered, three-year terms are as follows:
Class II Directors for Election at the 2025 Annual Meeting
Class II Directors for Election at the 2025 Annual Meeting Ulf Rosberg, age 59, has served as a director since September 2017. Mr. Rosberg currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently as senior advisor since 2012. Prior to joining Nordic Capital, Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners. The Board of Directors has concluded that Mr. Rosberg should serve as director because of his investment and financial experience, his significant ownership position in our company, and his service to our company as Chairman of the Board of Directors. Peter Kruk, age 57, has served as a director since October 2024. Mr. Kruk currently serves as Chief Executive Officer and as a board member of NCAB Group AB, a Nasdaq Stockholm-listed company and a leading global producer of printed circuit boards. Mr. Kruk brings extensive experience as a leader in global industrial companies. From 2018 to 2020, Mr. Kruk served as the President of the EMEA region in the Dometic Group and was a member of Dometic Group’s management team. From 2009 to 2018, he served as President of Electronics and a member of the executive management team of Stoneridge Inc., a United States-listed company and a leading supplier of advanced electronics to the global automotive industry. The Board of Directors has concluded that Mr. Kruk should serve as director because of his board and executive experience and experience with the automotive industry.
Class III Directors Continuing in Office with Term Expiring at the 2026 Annual Meeting
Class III Directors Continuing in Office with Term Expiring at the 2026 Annual Meeting Peter Lindell, age 71, has served as a director since June 2019. Mr. Lindell currently serves as Chairman and a board member for several companies where he also is an owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and Chairman of Innohome Group OY, Arbores AB and Acervo AB. He is also a board member of Storevision Holding AB. Mr. Lindell has worked in the private equity market for more than twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions. The Board of Directors has concluded that Mr. Lindell should serve as director because of his board experience, understanding of the private equity markets, and his significant ownership position in our company. Per Löfgren, age 61, has served as a director since August 2014. Since 2017, Mr. Löfgren has served as Vice President, Chief Financial Officer for Segment Networks of Telefonaktiebolaget LM Ericsson (“Ericsson”). Ericsson is global telecommunications company listed on Nasdaq Nordic. Mr. Löfgren also has held the position of President of Ericsson AB since January 2015. From January 2015 to May 2017, he served as Vice President, Global Sales and Chief Financial Officer for Segment Global Services of Ericsson. From February 2011 to December 2014, he served as Vice President and Chief Financial Officer of Ericsson North America. Prior to 2011, he served in various Ericsson business units globally as a division chief financial officer, sales, and other management positions. The Board of Directors has concluded that Mr. Löfgren should serve as director because of his qualification as an audit committee financial expert, his general financial and business knowledge, and his thirty years of experience in the communications and technology industry.
Class I Director Continuing in Office with Term Expiring at the 2027 Annual Meeting
Class I Director Continuing in Office with Term Expiring at the 2027 Annual Meeting Didier Schreiber, age 60, has served as a director of the Company since April 2025. Mr. Schreiber was appointed to the Board of Directors on April 10, 2025, to fill the vacancy created by the resignation of Cecilia Edström, who stepped down on the same date. Mr. Schreiber will serve for the remainder of Mrs. Edström’s term, which expires at the 2027 Annual Meeting of Stockholders. Mr. Schreiber has served between 2014 and 2024 as Vice President and Senior President at CEVT (China Europe Vehicle Technology AB) (renamed ZEEKR Technology Europe AB). His positions at CEVT included several responsibilities during time as example as Business development, Innovation/Future Technology development, Digital offering development, “Rider Experience development” (including all interior of the future products) and Product planning and Strategy. Before that, he served 4 years as Investment Director at Fouriertransform AB (Sweden). Prior to that he spent 10 years with two major Strategy Consulting companies (Arthur D. Little and Booz Allen Hamilton). He started his career with Renault and Volco cars as Project Leader. Didier Schreiber has a Ph. D. in Combustion from Ecole Centrale de Paris (Frande) and M.Sc. in Mechanical Engineering both from Ecole Centrale de Lyon (France). The Board of Directors has concluded that Mr. Schreiber should serve as director because of his extensive experience in the automotive industry.
Director Compensation
Director Compensation The following table lists the compensation paid to directors for their services as members of the Board of Directors for the fiscal year ended December 31, 2024. Payments are made in our local currency; accordingly, for purposes of this table, compensation has been converted to U.S. dollars at an approximate weighted average exchange rate of 10.5691 SEK to one U.S. dollar for 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Ulf Rosberg | 19,266 | — | — | 19,266 | | Cecilia Edström | 24,083 | — | — | 24,083 | | Per Löfgren | 24,083 | — | — | 24,083 | | Peter Lindell | 19,266 | — | — | 19,266 | | Peter Kruk | 5,632 | — | — | 5,632 |
Director Compensation
Directors do not receive per-meeting fees. The members of the Board of Directors are eligible for reimbursement for their expenses incurred in attending Board of Directors meetings. As of December 31, 2024, none of the directors held any stock or option awards.
Summary Compensation Table (2024 and 2023)
Summary Compensation Table (2024 and 2023) The following table presents information regarding compensation earned by our former President and Chief Executive Officer and former Interim President and Chief Executive Officer and Chief Financial Officer (the “named executive officers”) for the years ended December 31, 2024 and 2023. Our executives are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of this table, compensation paid in SEK has been converted to U.S. dollars at an approximate weighted average exchange rate of 10.6130 SEK and 10.6130 SEK to one U.S. dollar for the years ended December 31, 2024 and 2023, respectively.
Summary Compensation Table (2024 and 2023)
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Award ($) | All Other Compensation(3) ($) | Total ($) | | Urban Forssell | 2024 | 224,427 | — | — | 56,628 | 281,055 | | Former Chief Executive Officer(4) | 2023 | 215,954 | 10,600 | — | 57,366 | 283,920 | | Fredrik Nihlén | 2024 | 188,315 | 14,221 | — | 45,493 | 248,029 | | Former Interim President and Chief Executive Officer, Chief Financial Officer(5) | 2023 | 146,466 | 2,872 | — | 32,986 | 182,324 |
Summary Compensation Table (2024 and 2023)
____________ (1) For Dr. Forssell, for 2024, this amount includes salary payments of SEK 2,315,000 (approximately US$219,035) and cash payments in lieu of vacation time of SEK 384,638 (approximately $36,393), and for 2023, this amount includes salary payments of SEK 2,250,000 (approximately US$212,004) and cash payments in lieu of vacation time of SEK 282,906 (approximately $26,657). For Mr. Nihlén, for 2024, this amount includes salary payments of SEK 1,958,500 (approximately US$185,305) and cash payments in lieu of vacation time of SEK 214,758 (approximately $20,319), and for 2023, this amount includes salary payments of SEK 1,524,000 (approximately US$143,597) and cash payments in lieu of vacation time of SEK 205,524 (approximately $19,365). (2) Dr. Forssell did not receive any bonus for 2024. For 2023 Dr. Forssell received a bonus of SEK 112,500 (approximately US$10,600), which was paid in April 2024. Mr. Nihlen received a bonus of SEK 150,300 (approximately US$14,221) for 2024, which was paid in April 2025 and a bonus of SEK 30,480 (approximately $2,872) for 2023, which was paid in April 2024. (3) For Dr. Forssell, the amount for 2024 includes SEK 598,505 (approximately US$56,628) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance. The amount for 2023 includes SEK 608,817 (approximately US$57,366) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance. For Mr. Nihlén, the amount for 2024 includes SEK 480,817 (approximately US$45,493) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. The amount for 2023 includes SEK 350,080 (approximately US$32,986) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. (4) Dr. Forssell resigned from his position of President and Chief Executive Officer effective April 10, 2024. (5) Mr. Nihlén was appointed Interim President and Chief Executive Officer effective April 10, 2024. Mr. Nihlén resigned from his position as interim President and Chief Executive Officer effective March 31, 2025, following the appointment of Pierre Daniel Alexus as President and Chief Executive Officer.
Outstanding Equity Awards at Fiscal Year-End (2024)
Outstanding Equity Awards at Fiscal Year-End (2024) There were no outstanding equity-based awards held at the end of the fiscal year ended December 31, 2024 by our named executive officers.
Pay Versus Performance Table and Discussion
Pay Versus Performance Table and Discussion The following table reports the compensation of our Principal Executive Officers (the “PEOs”) and the average compensation of the other Named Executive Officers (the “Other NEOs”) as reported in the Summary Compensation Table for the fiscal years shown below, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.
Pay Versus Performance Table and Discussion
| Year | Summary Compensation Table Total for PEOs(1) ($) | | Compensation Actually Paid to PEOs(3)(4) ($) | | Average Summary Compensation Table Total for Other NEOs(2) ($) | Average Compensation Actually Paid to Other NEOs(3)(4) ($) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(5) ($) | Net Income ($ in thousands) | | | Forssell | Nihlén | Forssell | Nihlén | | | | | | 2024 | 281,057 | 248,031 | 281,055 | 248,029 | — | — | 92.99 | (6,466) | | 2023 | 283,920 | — | 264,565 | — | 182,324 | 131,164 | 25.88 | (10,123) | | 2022 | 289,991 | — | 208,962 | — | 180,778 | 126,541 | 62.15 | (4,883) |
Pay Versus Performance Table and Discussion
____________ (1) The amounts reflect the Summary Compensation Table total compensation for Urban Forssell, our PEO for each of the years listed and for Fredrik Nihlén, our PEO for 2024. (2) For 2023 and 2022, the amount reflects the Summary Compensation Table compensation total for Fredrik Nihlén, our Chief Financial Officer for 2022 and 2023. (3) The amounts shown for Compensation Actually Paid to our PEOs and Average Compensation Actually Paid to the Other NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such persons. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 4 below. (4) Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEOs and Other NEOs as set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards columns in each of the PEOs Compensation Actually Paid and the Other NEOs Compensation Actually Paid tables below in this footnote (4), are the aggregate of the amounts shown in the “Stock Awards” columns from the Summary Compensation Table. Amounts included, which are set forth in the Inclusion of Equity Award Adjustments column in each of such tables below in this footnote (4), are the aggregate of the following components: (i) Add the fair value as of the end of the year of all unvested stock awards granted in such year; (ii) Add the change in fair value (if positive, or subtract if negative) as of the end of the covered year (from the end of the prior year) of stock awards granted in any prior year that remained outstanding and unvested at the end of the current year; and (iii) Add the change in fair value (if positive, or subtract if negative) as of the vesting date (from the end of the prior year) of stock awards granted in any prior year that vested during the covered year. Equity values are calculated in accordance with FASB ASC Topic 718. The following types of equity award adjustments were not applicable to Company equity awards, as such events did not occur: (i) adjustments for awards that are granted and vest in the same covered year, (ii) adjustments for awards granted in prior years that were forfeited or failed to meet the applicable vesting conditions during the covered year, and (iii) adjustments for the dollar value of any dividends or other earnings paid on equity awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year. (5) This column shows Total Shareholder Return (“TSR”) on a cumulative basis for each year of the period from 2022 through 2024. Dollar values assume $100 was invested for the cumulative period from December 31, 2021 through December 31, 2024 in the Company. Historical performance is not necessarily indicative of future stock performance.
Pay Versus Performance Table and Discussion
| Actually Paid Adjustments | 2024 | | | | | PEOs ($) | | Average Other NEOs ($) | | | Forssell | Nihlén | | | Summary Compensation Table Total | 281,055 | 248,029 | — | | Compensation Actually Paid | 281,055 | 248,029 | — |
Pay Versus Performance Table and Discussion
| | 2023 | | | Actually Paid Adjustments | PEO ($) | Average Other NEOs ($) | | Summary Compensation Table Total | 283,920 | 182,324 | | Change in Value* of Prior Years’ Stock Awards that Vested in Applicable Year, at Vesting Date | (19,355) | (51,160) | | Compensation Actually Paid | 264,565 | 131,164 |
Pay Versus Performance Table and Discussion
| | 2022 | | | Actually Paid Adjustments | PEO ($) | Average Other NEOs ($) | | Summary Compensation Table Total | 289,991 | 180,778 | | Change in Value* of Prior Years’ Stock Awards Unvested in Applicable Year (at Year-End) | (20,519) | (54,237) | | Change in Value* of Prior Years’ Stock Awards that Vested in Applicable Year, at Vesting Date | (60,510) | — | | Compensation Actually Paid | 208,962 | 126,541 |
Pay Versus Performance Table and Discussion
____________ * The change in value for each award is measured from the value at the end of the prior year.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR The graph below shows the relationship between (1) compensation actually paid to our PEOs and the average of the compensation actually paid to our other NEOs and (2) our cumulative TSR, over the fiscal years ended December 31, 2022 to 2024.
Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss The graph below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs and net loss attributable to the Company over the fiscal years ended December 31, 2022 to 2024, as reported in the Company consolidated financial statements.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Payments Upon Termination
Payments Upon Termination Under the terms of Mr. Alexus’ employment agreement, Mr. Alexus may terminate his employment with us upon 12 months’ notice and we may terminate his employment with us upon 12 months’ notice. Under the terms of Dr. Forssell’s employment agreement, Dr. Forssell may terminate his employment with us upon six months’ notice and we may terminate his employment with us upon 12 months’ notice. Under the terms of Mr. Nihlén’s employment agreement, Mr. Nihlén’s employment with us may be terminated by either party upon six months’ notice. Mr. Alexus, Dr. Forssell and Mr. Nihlén are not contractually entitled to any severance or other additional benefits upon termination of their employment.