DEF 14A of Microvision, Inc., Jun 11, 2026

DEF 14A of Microvision, Inc.

Filed Jun 11, 2026 · FY20250001493152-26-028274

Open on EDGAR

  1. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS Our Board of Directors is elected each year at the Annual Meeting of Shareholders. We currently have seven directors. Upon the recommendation of the Nominating & Governance Committee, the Board has nominated the seven individuals listed below for election at the Annual Meeting, each of whom currently serves as a MicroVision director. These nominees bring a wide variety of relevant skills, professional experience, and backgrounds, as well as different viewpoints and perspectives to represent the long-term interests of shareholders and to fulfill the leadership and oversight responsibilities of the Board. If any nominee listed below is unable to stand for election at the Annual Meeting, the persons named as proxies may vote any person designated by the Board to replace the nominee. Alternatively, the proxies may vote for the remaining nominees and leave a vacancy that the Board may fill later, or the Board may reduce the authorized number of directors. As of the date of this Proxy Statement, the Board is not aware that any nominee is or will be unable to stand for election. Proxies received from shareholders, unless directed otherwise, will be voted FOR the election of the nominees listed below. Each director elected at the Annual Meeting will serve until MicroVision’s 2027 Annual Meeting of Shareholders or until they are succeeded by another qualified director who has been elected, or, if earlier, until their death, resignation, or removal. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF the FOLLOWING DIRECTOR NOMINEES. Set forth below are the name, position held, age, and other relevant data pertaining to each of our director nominees. The principal occupation and recent employment history of each director nominee is described below, and the number of shares of common stock beneficially owned by each as of May 11, 2026 is set forth in the section of this Proxy Statement entitled, “Information About MicroVision Common Stock Ownership.”

  2. PROPOSAL ONE—ELECTION OF DIRECTORS

    | Simon Biddiscombe Executive Vice Chair of the Board | Director since 2018 Age 58 Key Expertise: ● Executive Leadership ● Business Strategy ● Financial & Accounting ● Technology & Innovation ● Public Board Service & Governance ● Transportation & Mobility Industries | | Mr. Biddiscombe was named Executive Vice Chair in September 2025 to serve as a resource to Mr. DeVos for a temporary period of no more than twelve months. Mr. Biddiscombe is an advisor to privately held Third Wave Automation, a provider of high-reach autonomous forklifts having previously served as their Chief Financial Officer from August 2022 to December 2024. He also served as Executive Partner at Thomas H. Lee Partners, a premier private equity firm investing in middle market growth companies, from May 2022 to October 2023. Mr. Biddiscombe was Chief Executive Officer and a board member at publicly traded MobileIron, Inc., a security software provider for the digital enterprise protecting corporate data across apps, networks, and clouds, from October 2017 until its sale to Ivanti, Inc. in December 2020. From May 2015 to October 2017, Mr. Biddiscombe served as MobileIron’s Chief Financial Officer. He previously served in several executive leadership roles including Chief Financial Officer at ServiceSource International, Chief Financial Officer and Chief Executive Officer at QLogic, Chief Financial Officer at Mindspeed Technologies, and Chief Financial Officer at Wyle Electronics. He began his career at PricewaterhouseCoopers LLP where he spent nine years, including the firm’s Silicon Valley technology accounting and audit practice. Mr. Biddiscombe holds a BA in business studies from the University of Glamorgan and is a Fellow of the Institute of Chartered Accountants in England and Wales. | |

  3. PROPOSAL ONE—ELECTION OF DIRECTORS

    | Robert P. Carlile Chair of the Board | Director since 2017 Age 70 Board Committees: ● Audit, Chair ● Compensation ● Nominating & Governance Key Expertise: ● Executive Leadership ● Business Strategy ● Financial & Accounting ● Public Board Service & Governance | | Mr. Carlile has been the Chairman of the Board since June 2022. Previous to that he was Chair of the Audit Committee; in October 2025, he was again named Audit Committee Chair on a temporary basis while Mr. Biddiscombe serves in the Executive Vice Chair role. Mr. Carlile was a partner at KPMG LLP from 2002 to 2016, and a partner at Arthur Andersen LLP from 1987 to 2002. During his 39-year career in public accounting, Mr. Carlile served as the lead audit partner on numerous public company engagements operating across different industries including technology, global logistics, retail, transportation and manufacturing. In addition to his experience as a lead audit partner, Mr. Carlile held a variety of operating leadership positions at KPMG and Arthur Andersen. Mr. Carlile also serves on the Board of Directors of publicly traded Expeditors International, where he is the Chairman of the Board, and the Board of Directors of Virginia Mason Franciscan Health. | | | Glen W. DeVos Chief Executive Officer & Director | Director since 2025 Age 65 | | Mr. DeVos is a seasoned global technology executive with more than four decades of leadership in automotive, mobility, and advanced electronics innovation. He currently leads MicroVision as Chief Executive Officer, based in Detroit, Michigan, after previously serving as the company’s Chief Technology Officer. In his current role, Glen is driving MicroVision’s evolution from advanced R&D to scaled product commercialization, sharpening its strategic focus on autonomy, perception systems, and intelligent mobility solutions. Prior to joining MicroVision, Glen spent more than 30 years at Aptiv and its predecessor Delphi, where he held a series of increasingly senior global leadership roles. As Senior Vice President and Chief Technology Officer and President of multiple business units, including Advanced Safety & User Experience and Mobility & Services, he led large-scale, multi-billion-dollar portfolios spanning autonomous driving, software-defined vehicle architecture, connectivity, cloud platforms, and smart city technologies. | Key Expertise: ● Executive Leadership ● Business Strategy ● Transportation & Mobility Industries ● Technology & Innovation | | Jeffrey A. Herbst Independent Director | Director since 2022 Age 62 Board Committees: ● Compensation, Chair ● Audit Key Expertise: ● Executive Leadership ● Business Strategy ● Financial & Accounting ● Technology & Innovation ● Public Board Service & Governance | | Mr. Herbst is Co-Founding Managing Partner of GFT Ventures, a venture capital firm focused on investing in early-stage technology companies primarily located in the U.S. and Israel. Prior to launching GFT Ventures in March 2021, Mr. Herbst served in various roles at NVIDIA Corporation from December 2001 to July 2021, most recently serving as Vice President of Business Development where he built an ecosystem of accelerated computing applications spanning the domains of AI, data science, autonomous machines, and graphics and visualization. Prior to that, he practiced as an attorney with Wilson Sonsini Goodrich & Rosati. Mr. Herbst holds a J.D. degree from Stanford University and a B.S. degree with honors in computer science from Brown University. | |

  4. PROPOSAL ONE—ELECTION OF DIRECTORS

    | Laura J. Peterson Independent Director Laura Peterson joined the MicroVision Board in July 2025. Ms. Peterson spent over twenty years in leadership roles at Boeing before serving as an independent board member and as an executive in the robotics, autonomy, SaaS, and transportation and logistics sectors. As a Board Director and Chief Executive Officer of Palladyne AI (NASDAQ: PDYN), she led a transformational restructuring and strategic pivot, leveraging the company’s pioneering autonomous robotics artificial intelligence and machine learning software platform. She also served on the board of Air Transport Services Group (NASDAQ: ATSG), a leading global air cargo transportation and logistics company, for nearly eight years, guiding the company through its recently completed sale transaction. She serves on the board of JD Logistics, the transportation and logistics arm of JD.com, China’s largest retailer, and served on the board of Accelya, a Vista Equity Partners’ SaaS portfolio company for four years. Throughout her two decades at Boeing, Ms. Peterson held key senior executive roles in Boeing Commercial Airplanes (BCA) Aircraft Sales, BCA Airplane Production & Supplier Management, BCA Strategy, Boeing International, and Boeing Defense, Space and Security. She holds an M.B.A. from The Wharton School at the University of Pennsylvania and a B.S. in Industrial Engineering from Stanford University. | Director since 2025 Age 66 Board Committees: ● Compensation ● Nominating & Governance Key Expertise: ● Executive Leadership ● Business Strategy ● Financial & Accounting ● Technology & Innovation ● Transportation & Mobility Industries ● Public Board Service & Governance | | Peter Schabert Independent Director Mr. Schabert is currently a management consultant advising companies in the automotive supply industry. He previously served as President and Chief Executive Officer of Beijing Benz Automotive Co., Ltd, from August 2015 until his retirement in April 2017. Mr. Schabert spent 31 years at Daimler AG, serving in various leadership roles, including head of global powertrain production, and site manager of several Mercedes-Benz manufacturing sites serving in locations throughout Germany, China, and the U.S. Mr. Schabert holds a mechanical engineering degree from Technische Universität Braunschweig. | Director since 2024 Age 72 Board Committees: ● Nominating & Governance Key Expertise: ● Executive Leadership ● Business Strategy ● Technology & Innovation ● Transportation & Mobility Industries | | Jada M. Smith Independent Director Ms. Smith is Vice President, Global Program Management at Fluence Energy, Inc., a publicly traded global energy storage company, a role she has held since August 2025. In this role, she is responsible for global program execution across the company’s product portfolio, including oversight of cost, schedule, and launch performance. Prior to joining Fluence, Ms. Smith served as Vice President, Program Management for the Americas at Visteon Corporation, a publicly traded global technology company in the automotive industry, from September 2024 to July 2025. From December 2023 to September 2024, Ms. Smith served as Senior Vice President, Product Strategy & Delivery at Karma Automotive, a privately held ultra-luxury electric vehicle manufacturer. Prior to Karma Automotive, Ms. Smith served in several roles of increasing responsibility at Aptiv PLC, a publicly traded global technology company serving the automotive industry. At Aptiv, from February 2022 to November 2022, Ms. Smith served as Senior Program Director, Ford; from November 2020 to August 2022, as Global Engineering Director, Software Platform; from June 2020 to November 2020, as Global Director of Program Management, Connection Systems; as well as previous roles. Prior to Aptiv, Ms. Smith spent nearly 13 years in various engineering roles at Delphi Automotive PLC, a publicly traded high-technology company serving the automotive and transportation sectors, which created Aptiv PLC via a spin-off transaction in 2017. From September 2019 to March 2024, Ms. Smith served on the Board of Directors of the nonprofit Center for Automotive Research. Ms. Smith has a Master of Business Administration degree from Indiana University Kokomo and a B.S. degree in Electrical Engineering Technology from Purdue University. | Director since 2024 Age 48 Board Committees: ● Audit ● Nominating & Governance Key Expertise: ● Executive Leadership ● Business Strategy ● Technology & Innovation ● Transportation & Mobility Industries |

  5. Director Compensation for 2025

    Director Compensation for 2025 The following table provides information concerning the compensation of our non-employee directors during the year ended December 31, 2025.

  6. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash | Stock Awards (3)(4) | Option Awards(5) | Total | | Robert P. Carlile | $130,000 | $100,352 | — | $230,352 | | Jeffrey A. Herbst | $90,000 | $100,352 | — | $190,352 | | Laura J. Peterson (1) | $51,739 | $103,710 | | $155,449 | | Peter Schabert | $75,000 | $100,352 | — | $175,352 | | Jada M. Smith | $75,000 | $100,352 | — | $175,352 | | Mark B. Spitzer (2) | $42,500 | $100,352 | — | $142,852 |

  7. Director Compensation for 2025

    | (1) Ms. Peterson joined the Board effective July 22, 2025. | | (2) Mr. Spitzer departed from the Board effective July 22, 2025. His 2025 stock awards were fully forfeited upon his departure. | | (3) The amounts reported reflect the aggregate grant date fair value, excluding the effect of estimated forfeitures, of awards granted in the year shown pursuant to our 2022 Equity Incentive Plan, determined in accordance with financial accounting rules (FASB ASC Topic 718), rather than an amount paid to or realized by the director. For a discussion of valuation assumptions for these awards, see Note 10 to our Notes to Financial Statements included in our annual report on Form 10-K for the most recently completed fiscal year. Please note that the number of RSUs granted to directors is based upon the average closing price of our common stock for the 20 trading days prior to the applicable annual meeting date, whereas the grant date fair value is calculated based on the closing price on the grant date. | | (4) As of December 31, 2025, Messrs. Carlile, Herbst, and Schabert and Ms. Smith each held an outstanding RSU award covering 44,014 shares of MicroVision common stock, and Ms. Peterson held an outstanding RSU award covering 36,010 shares of MicroVision common stock. | | (5) As of December 31, 2025, the number of outstanding shares underlying option awards for each of our non-employee directors was 30,000 for Mr. Carlile and 0 for Mr. Herbst, Ms. Peterson, Mr. Schabert, and Ms. Smith. |

  8. Director Compensation for 2025

    All directors are reimbursed for reasonable travel and other out-of-pocket expenses incurred in attending meetings of the Board. We believe it is important to have a compensation policy for non-employee directors that enables us to attract and retain skilled board members with relevant expertise. Our Director Compensation Policy was revised May 2021 to provide a total annual compensation approach that is split between cash and equity based on dollar value. Our Compensation Committee, supported by its independent compensation consultant, reviews our policy regularly to ensure its market competitiveness and continued effectiveness in meeting our goals. Under the policy, base cash compensation is $75,000 for each director. Board and committee chairs receive additional cash compensation that reflects additional responsibilities: Board chair, $50,000; audit committee chair, $20,000; compensation committee chair, $15,000; and nominating & governance committee chair, $10,000. Independent Directors are generally encouraged to serve on two committees, depending on skills and expertise. Cash is paid in equal quarterly installments. Annual equity compensation for each director is in the form of an award of RSUs equal to approximately $100,000 based on the average closing price of our common stock over the 20 trading days preceding the Annual Meeting of Shareholders. Those equity awards vest in equal quarterly installments, with the final installment vesting on the earlier of the one-year anniversary of the grant date or the day before the next Annual Meeting. New directors do not receive a separate initial fee or equity grant but receive cash and an equity grant on a pro rata basis depending on the director’s start date with us.

  9. No Interests of Directors and Executive Officers

    No Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock. Vote Required – Your vote is extremely important. Pursuant to Delaware law and our charter, the proposal to approve the 2026 Convertible Notes requires approval by a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will not be counted “for” or “against” the proposal and will have no effect on the outcome of the vote.

  10. No Interests of Directors and Executive Officers

    No Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.

  11. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation paid to, or earned by, each of our named executive officers during the last three fiscal years.

  12. Summary Compensation Table

    | Name and Principal Positions | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Glen DeVos (6) | 2025 | 347,008 | — | 3,033,795 | — | — | 7,043 | 3,387,845 | | Chief Executive Officer, | 2024 | — | — | — | — | — | — | — | | Chief Technology Officer | 2023 | — | — | — | — | — | — | — | | Simon Biddiscombe(7) | 2025 | 122,500 | — | 408,832 | — | — | 1,325 | 532,657 | | Executive Vice Chair, Director | 2024 | 91,250 | — | 88,495 | — | — | — | 179,745 | | | 2023 | 90,000 | — | 141,386 | — | — | — | 231,386 | | Drew G. Markham (8) | 2025 | 400,000 | — | 1,072,880 | — | — | 10,500 | 1,483,380 | | SVP, General Counsel, Head of People Operations | 2024 | 391,833 | — | 616,000 | — | — | 10,193 | 1,018,026 | | | 2023 | 372,000 | 204,875 | — | — | — | 9,900 | 586,775 | | Sumit Sharma (9) | 2025 | 397,500 | — | — | — | — | 1,262,058 | 1,659,558 | | Former Chief Executive Officer | 2024 | 530,000 | — | 5,983,750 | — | — | 11,227 | 6,524,977 | | | 2023 | 462,917 | — | 4,245,000 | — | — | 54,900 | 4,762,817 | | Anubhav Verma (10) | 2025 | 411,719 | — | — | — | — | — | 411,719 | | Former Chief Financial Officer | 2024 | 417,708 | — | 699,875 | — | — | — | 1,117,583 | | | 2023 | 400,000 | 220,000 | — | — | — | — | 620,000 |

  13. Summary Compensation Table

    | (1) Amounts reflect cash salary paid in the respective year. | | (2) To conserve cash and drive alignment with shareholders, the 2025 short-term incentive bonus for each of Mr. DeVos and Ms. Markham was made in the form of a grant of RSUs that vest upon certification of achievement of the applicable performance goals and service to the Company through the first anniversary of the grant date. These short-term incentive bonuses are governed by the 2025 Executive Bonus Plan, which was designed to motivate and reward eligible employees, including executive officers. Total attainment for the fiscal year 2025 target period was based on certain predetermined financial and non-financial objectives, including at least $10 million in revenue of the Company (weighted at 25%), no more than $55 million of cash operating expenses of the Company (weighted at 25%), and both team and individual strategic business objectives (weighted at 50%). The 2025 Bonus Plan also provided for a maximum payout at 200% of target. On April 15, 2026, the Compensation Committee certified actual financial results relevant to the 2025 Bonus Plan as relates to executive and non-executive participants in such plan. On the same date the Board for Mr. DeVos and the Compensation Committee for Ms. Markham determined that the non-financial objectives pursuant to the 2025 Bonus Plan had been fully achieved at the target level based on Mr. DeVos’ efforts to successfully deepen and expand the company’s product roadmap and strengthen and expand the company’s commercial organization and opportunities and Ms. Markham’s work to drive cost efficiencies and enable strategic organizational goals. The Compensation Committee and Board determined that the objective required for maximum payout was not achieved. Accordingly, it is anticipated that on June 2, 2026, subject to continued employment on such date, 75% of the target RSUs granted to Mr. DeVos and to Ms. Markham in 2025 pursuant to the 2025 Bonus Plan will vest. Mr. DeVos’ incentive target is 100% of his base salary (so he is expected to vest in RSUs valued at 75% (calculated as 75% of 100%) of his base salary as his bonus payout), while Ms. Markham’s incentive target is 55% of her base salary (so she is expected to vest in RSUs valued at 41.25% (calculated as 75% of 55%) of her base salary as her bonus payout). Consistent with prior year reporting, the 2025 amounts have been reported as Stock Awards because the awards have not yet vested. |

  14. Summary Compensation Table

    | (3) The amounts reported reflect the aggregate grant date fair value, excluding the effect of estimated forfeitures, of awards granted or modified in the year shown pursuant to our 2020 Incentive Plan, 2022 Equity Incentive Plan, or 2025 Inducement Equity Plan, determined in accordance with financial accounting rules (FASB ASC Topic 718), rather than an amount paid to or realized by the executive officer. For a discussion of valuation assumptions for these awards, see Note 10 to our Notes to Financial Statements included in our annual report on Form 10-K for the most recently completed fiscal year. For performance-based RSUs granted in 2024 and 2025, the grant date fair value reported assumes maximum level of achievement; in 2024 and expected in 2025, only a percentage of the awards granted will actually vest to reflect actual (versus target) performance. |

  15. Summary Compensation Table

    | (4) For the 2025 compensation year, Mr. DeVos and Ms. Markham are eligible for performance-based bonuses pursuant to the 2025 Executive Bonus Plan, however such bonuses are expected to be paid out at target (not at maximum) in the form of vesting of RSUs in June 2026, subject to certain conditions. |

  16. Summary Compensation Table

    | (5) With respect to Mr. Sharma, other compensation for 2025 includes severance compensation, as described in Note 9 below, as well as tax equalization payments. Tax equalization payments were made on behalf of Mr. Sharma in 2025 when the company paid a net amount of $73,649 to the German tax authority, of which $36,088 related to the German tax assessment for 2023 and $37,561 related to the German tax assessment for 2022. For tax year 2024, the company made an additional tax equalization payment in 2026 in the net amount of $103,692 with respect to Mr. Sharma’s time spent working in Germany in 2024 overseeing company operations there. The remaining amounts included in this column generally consist of matching contributions under MicroVision’s 401(k) plan of 50% of the first 6% of eligible pay contributed to the 401(k) plan and which benefit is available to all of the company’s employees. | | (6) Mr. DeVos commenced employment with MicroVision on March 31, 2025. He served as the company’s Chief Technology Officer from that date until September 30, 2025, when he was named Chief Executive Officer and Director of the company. As Chief Technology Officer, Mr. DeVos’ compensation was comprised of annual base salary of $425,000, a short-term incentive bonus target of 55% of base salary, and an inducement equity award of 1,300,000 RSUs scheduled to vest ratably over four years on each anniversary of his start date, subject to continued employment on each vesting date. He is also eligible to participate in the company’s long-term incentive program at the discretion of the Compensation Committee beginning in 2026. Effective September 30, 2025, Mr. DeVos was named Chief Executive Officer and entered into an employment agreement with the company, which reflects base salary of $530,000 per annum, as may be adjusted from time to time at the discretion of the Board; and a short-term incentive bonus target of 100% of base salary; participation in the company’s Key Executive Severance and Change in Control Plan at the highest benefit levels; and participation in the benefits and programs generally available to other employees of the company, including expense reimbursement, retirement, insurance and vacation. |

  17. Summary Compensation Table

    | (7) Mr. Biddiscombe commenced employment with MicroVision on September 30, 2025, when he was named by the Board to serve as Executive Vice Chair for a temporary period of no longer than one year. While serving in this role, Mr. Biddiscombe’s compensation includes base salary of $265,000 on an annualized basis and he received an equity award of 241,000 RSUs scheduled to vest in full on October 1, 2026 subject to his continued services to the company, whether as Executive Vice Chair or as a Director. Mr. Biddiscombe served as an independent director prior to his appointment as Executive Vice Chair and it is expected that he will return to the role of independent director in accordance with Nasdaq rules following his service as Executive Vice Chair. | | (8) Ms. Markham served as Senior Vice President, General Counsel & Secretary, and Head of People Operations for all of 2025, with compensation comprised of base salary of $400,000, a short-term incentive bonus target of 55% of base salary, and eligibility for long-term incentive equity at the discretion of the Compensation Committee. | | (9) For 2025, Mr. Sharma served as the company’s Chief Executive Officer from January 1 until September 30, 2025, with compensation comprised of base salary of $530,000, a short-term incentive bonus target of 100% of base salary, and eligibility for long-term incentive equity at the discretion of the Board. In connection with the termination of his employment, which constituted an “involuntary termination” for purposes of the company’s Executive Severance and Change in Control Plan, Mr. Sharma received severance benefits that included 18 months of base salary ($795,000), 100% of his target short-term incentive bonus, prorated for service in 2025 ($397,500), plus 12 months of COBRA coverage ($9,654). He received no acceleration of vesting of outstanding equity awards. | | (10) For 2025, Mr. Verma served as the company’s Chief Financial Officer from January 1 until his voluntary resignation from the company effective December 17, 2025. As CFO, his compensation was comprised of base salary of $425,000, a short-term incentive bonus target of 65% of base salary, and eligibility for long-term incentive equity at the discretion of the Compensation Committee. Mr. Verma received no severance compensation in connection with his exit. |

  18. Outstanding Equity Awards at December 31, 2025 Fiscal Year End

    Outstanding Equity Awards at December 31, 2025 Fiscal Year End The following table provides information regarding the holdings of stock options and RSUs by each of our named executive officers as of the end of our most recently completed fiscal year. The 2025 named executive officers who were not serving as executives of the company at December 31, 2025 are not shown in the table as the company does not have access to data regarding their outstanding MicroVision equity on that date. The market value of RSUs is based on the closing price of MicroVision common stock on The Nasdaq Stock Market on December 31, 2025, which was $0.83.

  19. Outstanding Equity Awards at December 31, 2025 Fiscal Year End

    | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Glen DeVos | 4/2/2025 | | | | | 1,300,000(1) | $1,076,530 | | Simon Biddiscombe | | 30,000 | — | $0.62 | 12/19/28 | | $- | | | 6/6/2025 | | | | | 44,014(2) | $36,448 | | | 10/1/2025 | | | | | 241,000(3) | $199,572 | | Drew G. Markham | 6/4/2024 | — | — | — | — | 240,120(4) | $198,843 | | | 6/6/2025 | | | | | 360,000(4) | $298,116 |

  20. Outstanding Equity Awards at December 31, 2025 Fiscal Year End

    | (1) Awarded pursuant to the company’s 2025 Inducement Equity Plan, the RSUs are scheduled to vest ratably over four years on each anniversary of the grant date, with each such vesting event subject to continued service to MicroVision on the respective vesting date. | | (2) The award was granted pursuant to the company’s independent director compensation program, and the RSUs are scheduled to vest ratably each quarter over the one-year period following the grant date, with each such vesting event subject to continued service to MicroVision on the respective vesting date. | | (3) The award was granted in connection with the appointment as Executive Vice Chair, and the RSUs are scheduled to vest on October 1, 2026, subject to continued service to MicroVision on the vesting date. | | (4) The RSUs are scheduled to vest ratably over three years on each anniversary of the grant date, with each such vesting event subject to continued service to MicroVision on the respective vesting date. |

  21. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers (our “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year, as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (our “PEO”), compensation is reported as an average.

  22. Pay Versus Performance

    | | | | Average | Average | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure | | Year (1) | Summary Compensation Total for PEOs | Compensation Actually Paid to PEOs (2) | Summary Compensation Table Total for Non-PEOs | Compensation Actually Paid to Non-PEOs (2) | MVIS Total Stockholder Return (3) | Peer Group Total Stockholder Return (3) | Net Loss (in thousands) (4) | Stock Price (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $2,486,790 | $2,488,497 | $2,173,849 | $1,569,628 | $15.39 | $220.10 | $(94,981) | $0.83 | | 2024 | $6,524,977 | $(30,023) | $1,067,804 | $(489,143) | $181.95 | $192.74 | $(96,915) | $1.31 | | 2023 | $4,726,817 | $832,417 | $603,388 | $350,830 | $369.44 | $146.11 | $(82,842) | $2.66 |

  23. Pay Versus Performance

    | (1) For 2025, the PEOs were Mr. DeVos from October through December and Mr. Sharma from January through September; the Non-PEOs were Ms. Markham for the entire year, Mr. Verma for all but the final two weeks of the year, and Mr. Biddiscombe from October through December. For 2024 and 2023, the PEO was Mr. Sharma and the Non-PEOs were Mr. Verma and Ms. Markham for the entire year. | | (2) The Summary Compensation Table totals reported for the PEO and the average of the Non-PEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”: the summary compensation table totals were decreased for amounts reported under the “Option Awards” and “Stock Awards” columns and increased/decreased for the inclusion of Rule 402(v) equity values, which reflect the aggregate of the following components, as applicable (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  24. Pay Versus Performance

    | Description of Adjustment | 2025 | 2024 | 2023 | | Summary Compensation Table Total Compensation for PEOs | $2,486,790 | $6,524,977 | $4,726,817 | | Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year | $(743,910) | $(5,983,750) | $(4,245,000) | | Adjust for year-end fair value of equity awards granted in the applicable fiscal year that are outstanding and unvested as of the applicable fiscal year end | $745,616 | $2,128,750 | - | | Adjust for change in fair value at year-end of equity awards granted in prior years that are outstanding and unvested as of the applicable fiscal year | $- | $(3,213,000) | $(414,400) | | Adjust for vesting date fair value of equity awards granted and vested in applicable fiscal year | $- | $513,000 | 729,000 | | Adjust for change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $- | $- | $- | | Compensation Actually Paid to PEOs | $2,488,497 | $(30,023) | $832,417 | | Summary Compensation Table Total Compensation for Non-PEOs | $2,173,849 | $1,067,804 | $603,388 | | Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year | (3,671,245) | $(657,938) | $- | | Add year-end fair value of equity awards granted in the applicable fiscal year that are outstanding and unvested as of the applicable fiscal year-end | $3,003,338 | $783,544 | $- | | Adjust for year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the applicable fiscal year | $199,300 | $(1,847,316) | $(225,904) | | Adjust for change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $- | $212,438 | $3,346 | | Subtract prior year-end fair value of equity award granted in prior years that failed to vest in the applicable fiscal year | $(135,614) | $(47,675) | $- | | Compensation Actually Paid to Non-PEOs | $1,569,628 | $(489,143) | $350,830 |

  25. Pay Versus Performance

    | (3) An investment of $100 is assumed to have been made in our common stock as of December 31, 2020. We have selected the Dow Jones U.S. Electronic & Electrical Equipment Index (DJUSEE) as our peer group. An investment of $100 is assumed to have been made in the DJUSEE as of December 31, 2020. | | (4) The dollar amounts reported represent the amount of the net loss reflected in our audited financial statements of the applicable fiscal year. | | (5) The stock prices reported here are the closing prices on the last trading day of the relevant fiscal year. Stock price was chosen from the following three most important financial performance measures used to link compensation actually paid to our PEO and other NEOs in 2025 to company performance: |