DEF 14A of Cyngn Inc.
Filed Sep 21, 20260001213900-26-101811
Nominees for Directors
Nominees for Directors
Karen Macleod
Karen Macleod Ms. Macleod has served as a member of the Board since July 2021 and currently serves as Chair of the Audit Committee. Ms. Macleod served as Founder and Chief Executive Officer of The Arete Group, LLC from 2015 to 2021 and previously served as President of Tatum, Randstand Holdings NV Company from 2011 to 2014, and President of RGP, Inc. (NASDAQ: RGP North America from 2004 to 2009. She joined RGP as one of its founders in 1996 and served on its Board of Directors from 1998 to 2009. Earlier in her career, Ms. Macleod was a Senior Manager in the audit practice of Deloitte from 1985 to 1994. Ms. Macleod served on the Board of Directors of Track Group Inc. (OTCQX — TRCK) from 2016 to 2026, including as Chair of its Audit Committee, and previously served on the Boards of the FWA of New York and Overland Solutions. She also has served on the Board of the Lakeland Hills YMCA since 2020, where she currently serves on the Executive Committee and as Chair of the Finance Committee. She has served as Treasurer and Vice President of the Mountain lakes Garden Club since 2021 and as Treasurer of the New Jersey Garden Club since 2026. Ms. Macleod holds a B.A. in Business Economics from University of California, Santa Barbara and is a Certified Public Accountant. Ms. Macleod’s audit experience, executive leadership positions, prior and current board experience and her role serving on audit committees qualify her to serve on the Board.
James McDonnell
James McDonnell Mr. McDonnell has served as a member of the Board since September 2021 and currently chairs the Compensation Committee. Mr. McDonnell was Senior Vice President of Sales and Marketing for Vispero, from 2017 to 2022. Mr. McDonnell was VP of sales at Honeywell from 2013 to 2017. Mr. McDonnell served on the board of Asetek from 2014 to 2019. Mr. McDonnell was SVP Sales and Marketing at Intermec from 2010 to 2013. Prior to this, Mr. McDonnell was an SVP and served in many executive sales and marketing roles at Hewlett-Packard from 1983 to 2009. Mr. McDonnell began his career at the General Electric Company from 1977 to 1983. Mr. McDonnell has a BS degree in Electrical engineering from Villanova University. Mr. McDonnell’s prior experiences in sales and marketing leadership within various technology companies and his experience in industrial markets qualify him to serve on the Board.
Continuing Directors
Continuing Directors
The Audit Committee
The Audit Committee The Audit Committee has the responsibility for, among other things, (i) selecting, retaining and overseeing our independent registered public accounting firm, (ii) obtaining and reviewing a report by independent auditors that describes the accounting firm’s internal quality control, and any material issues or relationships that may impact the auditors, (iii) reviewing and discussing with the independent auditors standards and responsibilities, strategy, scope and timing of audits, any significant risks, and results, (iv) ensuring the integrity of the Company’s financial statements, (v) reviewing and discussing with the Company’s independent auditors any other matters required to be discussed by PCAOB Auditing Standard No. 1301, (vi) reviewing, approving and overseeing any transaction between the Company and any related person and any other potential conflict of interest situations, (vii) reviewing, approving and overseeing related party transactions, and (viii) establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. The Audit Committee is comprised of three directors appointed by the Board and currently consists of Ms. Macleod (Chair), Mr. McDonnell and Mr. Makavy. Ms. Cunningham served on the Audit Committee throughout fiscal year 2025 until her resignation from the Board effective December 31, 2025. Mr. Makavy was appointed to the Board and the Audit Committee on February 3, 2026. Each of the members who served during fiscal 2025, Ms. Macleod, Ms. Cunningham and Mr. McDonnell, and each current member satisfies the independence and financial sophistication requirements of the Nasdaq Stock Market listing rules and the independence requirements of Rule 10A-3 under the Exchange Act. The Board has determined that Ms. Macleod is an “audit committee financial expert” within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d)(5) of Regulation S-K. For a description of Ms. Macleod’s relevant experience, please see her biographical information contained in section titled “Board of Directors and Corporate Governance” of this proxy statement.
The Compensation Committee
The Compensation Committee The Compensation Committee is comprised of members who are “Non-Employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “outside directors” within the meaning of Section 162(m) of the Code. They are also “independent” directors within the meaning of Nasdaq Rule 5605(b)(1). The Compensation Committee has the responsibility for, among other things, (i) reviewing and approving the chief executive officer’s compensation based on an evaluation in light of corporate goals and objectives, (ii) reviewing and recommending to the Board the compensation of all other executive officers, (iii) reviewing and recommending to the Board incentive compensation plans and equity plans, (iv) reviewing and discussing with management the Company’s Compensation Discussion and Analysis and related information to be included in the annual report on Form 10-K and proxy statements, and (v) reviewing and recommending to the Board for approval procedures relating to Say on Pay Votes. Mr. McDonnell serves as Chair of the Compensation Committee and is joined by Ms. Macleod and Mr. Makavy.
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is comprised entirely of “independent” directors within the meaning of Nasdaq Rule 5605(b)(1). The Nominating and Corporate Governance Committee has the responsibility relating to assisting the Board in, among other things, (i) identifying and screening individuals qualified to become members of our Board, consistent with criteria approved by our Board, (ii) recommending to the Board the approval of nominees for director, (iii) developing and recommending to our Board a set of corporate governance guidelines, and (iv) overseeing the evaluation of our Board of Directors. Mr. Makavy currently serves as the Chair of the Nominating and Corporate Governance Committee and is joined on the committee by Ms. Macleod and Mr. McDonnell. Ms. Cunningham served as a member of the Nominating and Corporate Governance Committee throughout fiscal year 2025 until her resignation from the Board effective December 31, 2025. Mr. Makavy was appointed to the Board and its committees on February 3, 2026. The Chair and members of each committee of the Board as of the date of this proxy are summarized in the table below:
Nominating and Corporate Governance Committee
| Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Karen Macleod – (Independent) | Chair | Member | Member | | Ran Makavy – (Independent) | Member | Member | Chair | | James McDonnell – (Independent) | Member | Chair | Member |
Nominating and Corporate Governance Committee
The Chair and members of each committee of the Board for the 2025 fiscal year are summarized in the table below:
Nominating and Corporate Governance Committee
| Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Karen Macleod – (Independent) | Member | Chair | Member | | Colleen Cunningham – (Independent) | Chair | Member | Member | | James McDonnell – (Independent) | Member | Member | Chair |
Consideration of Director Nominees
Consideration of Director Nominees We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties. When considering director candidates, the Nominating and Corporate Governance Committee will evaluate multiple factors in assessing their qualification. A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below. • Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public corporation, with a background in marketing, finance and/or business operations. • Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. • Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. When further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following: • Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in which we operate. • Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. • Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. • Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board is currently composed of four members. In accordance with our amended and restated certificate of incorporation, the Board is divided into three staggered classes of directors. At the Annual Meeting, two Class II directors will be elected for a three-year term. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation, or removal. The Nominating and Corporate Governance Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members.