DEF 14A of Lucid Group, Inc., Apr 23, 2026

DEF 14A of Lucid Group, Inc.

Filed Apr 23, 2026 · FY20250001628280-26-026842

Open on EDGAR

  1. PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF

    | | Page | | Grants of Plan-Based Awards | 65 | | Outstanding Equity Awards at Fiscal Year-End | 67 | | Option Exercises and Stock Vested | 69 | | Potential Payments Upon Termination or Change in Control | 70 | | Director Compensation | 72 | | CEO Pay Ratio | 74 | | Pay Versus Performance | 75 | | Security Ownership of Certain Beneficial Owners and Management | 79 | | Certain Relationships and Related Party Transactions | 82 | | Householding of Proxy Materials; Availability of Annual Report | 87 | | Other Matters | 87 | | 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* | 49 | 2019 | 2027 | | | | Chair | Chair | 3 | | Douglas Grimm | 64 | 2025 | 2027 | | | | | | 3 | | Sachin Kansal | 48 | | | | | | | | 0 | | Lisa M. Lambert | 58 | 2024 | 2027 | | | | | | 1 | | Andrew Liveris | 71 | 2019 | 2027 | | | Chair | | | 4 | | Nichelle Maynard- Elliott | 57 | 2021 | 2027 | | | | | | 2 | | Silvio Napoli | 60 | 2026 | 2027 | | | | | | 2 | | Chabi Nouri | 52 | 2023 | 2027 | | | | | | 2 | | Ori Winitzer | 50 | 2023 | 2027 | | | | | | 1 |

  4. NOMINEES FOR DIRECTOR

    *Chairman of the Board

  5. NOMINEES FOR DIRECTOR

    | 2026 Proxy Statement | 11 |

  6. NOMINEES FOR DIRECTOR

    TABLE OF CONTENTS 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: 49 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 Board Member Age: 64 Director Since: 2025 | 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. Additionally, Mr. Grimm brings more than three decades of leadership experience in the automotive industry, including service as Co‑Founder, Chairman, President, and Chief Executive Officer of Grede Holdings LLC and its predecessor, Citation Corporation, and later as Co‑President during the merger of Grede, HHI Group Holdings, and Metaldyne LLC. He previously held senior executive roles at Visteon Corporation, Metaldyne LLC, and Dana Corporation, with responsibilities spanning global operations, commercial management, strategic sourcing, purchasing, and quality. Earlier in his career, Mr. Grimm spent ten years in progressively responsible management positions at Chrysler Corporation. Mr. Grimm serves as Chairman of the Board of Blue Bird Corporation, a manufacturer of school buses. Mr. Grimm also serves on the board of directors of Fox Factory Holding Corp., a designer and manufacturer of components for vehicles. 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

    | 12 | 2026 Proxy Statement |

  10. DIRECTOR NOMINEES

    TABLE OF CONTENTS

  11. DIRECTOR NOMINEES

    | Sachin Kansal Director Nominee Age: 48 | Sachin Kansal has served as the Chief Product Officer of Uber Technologies, Inc., a global technology platform that uses its massive network to power movement, since October 2024, and previously served as Vice President, Product Management from March 2021 to October 2024, Senior Director of Product Management from September 2018 to February 2021, and Director of Product Management from June 2017 to August 2018. Prior to that, from May 2015 to June 2017, Mr. Kansal served as Vice President, Consumer Products for Lookout, Inc., a cybersecurity company. From September 2012 to March 2015, Mr. Kansal served as the Chief Product Officer for Flywheel Technologies Inc., a company that develops technologies for riders, taxi drivers, and taxi companies. Before Flywheel Technologies Inc., from June 2011 to June 2012, Mr. Kansal served as Vice President of Product at Reputation.com, Inc., a company that provides a reputation experience management platform that helps businesses monitor reviews. Prior to that, he spent over nine years at Palm, Inc., a software platform for smart devices, in various product management roles. Mr. Kansal holds an M.S. degree in Management Science and Engineering from Stanford University. Skills and Qualifications We believe Mr. Kansal is qualified to serve as a director due to his product experience in the technology and automotive industries. | | Lisa M. Lambert Board Member Age: 58 Director Since: 2024 | Lisa M. Lambert has served as a member of our Board of Directors since April 2024. Between December 2023 and August 2025, Ms. Lambert served as Chief Investment Officer of Private Markets of George Kaiser Family Foundation, a charitable organization. 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. Ms. Lambert previously served as Managing Partner of the Westly Group, a venture capital firm, and spent nearly two decades in senior leadership roles at Intel Corporation. She served on the board of directors of Vital Energy, Inc. between August 2020 and May 2025, and UL Solutions, Inc., a global private safety company, between July 2021 and May 2025. Ms. Lambert has served on the board of directors for several private companies associated with her investment responsibilities, including Cyolo, a cybersecurity startup, from June 2022 to June 2023, as well as other technology companies. 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: 71 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. |

  12. DIRECTOR NOMINEES

    | 2026 Proxy Statement | 13 |

  13. DIRECTOR NOMINEES

    TABLE OF CONTENTS

  14. DIRECTOR NOMINEES

    | Nichelle Maynard- Elliott Board Member Age: 57 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 five of its affiliated funds. 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. | | Silvio Napoli Board Member Age: 60 Director Since: 2026 | Silvio Napoli has served as a member of our Board of Directors since April 2026. Prior to joining Lucid Group, Inc., Silvio Napoli served as the Chairman of the Board of Directors and Chief Executive Officer from January 2022 to March 2025 of Schindler Group, one of the world’s leading industrial technology companies, where he was the group’s Executive Chairman from April 2017 to December 2021 and Chief Executive Officer from January 2014 to March 2016. Mr. Napoli joined the Schindler Group in 1994 and has served in a number of leadership roles, including Director of Corporate Development, President and Chief Executive Officer of Schindler India and President of Asia-Pacific. Prior to Schindler Group, he spent four years with The Dow Chemical Company in Germany. Mr. Napoli has served as a member on the Board of Directors of Eaton Corporation plc since 2019, where he serves as the Chair of the Innovation & Technology Committee. From 2019 to 2022, Mr. Napoli was the Chairman and President of the Board of Directors of the Swiss-American Chamber of Commerce, Zurich (Switzerland), advocating for Swiss, American and multinational business interests. Mr. Napoli holds an MBA from Harvard Business School, which he earned as a Fulbright Scholar, and a Master of Engineering degree in Materials Science from the Swiss Federal Institute of Technology, Lausanne, Switzerland. Skills and Qualifications We believe Mr. Napoli is qualified to serve as a director because of his role as our incoming Chief Executive Officer, as well as his extensive operational expertise in the industrial technology sector. | | Chabi Nouri Board Member Age: 52 Director Since: 2023 | Chabi Nouri has been a member of our Board of Directors since April 2023. Ms. Nouri served as the Chief Executive Officer of Bonhams, an international auction house, between October 2024 and October 2025. Ms. Nouri previously served as co-manager of a private equity fund focused on the Lifestyle, Impact, Innovation franchise within Mirabaud Asset Management since March 2022. Prior to that, she served as the global Chief Executive Officer at Piaget SA, a luxury watch and jewelry brand, 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 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. |

  15. DIRECTOR NOMINEES

    | 14 | 2026 Proxy Statement |

  16. DIRECTOR NOMINEES

    TABLE OF CONTENTS

  17. DIRECTOR NOMINEES

    | Ori Winitzer Board Member Age: 50 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 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. |

  18. 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 factors such as judgment, skills, background, experience, perspectives and inclusiveness. 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.

  19. 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 evaluate the extent to which the equity compensation of our NEOs should be linked to performance-based results and to further strengthen this alignment by approving performance- based equity awards.

  20. 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 LLC ("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 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.

  21. Role of Compensation Consultant

    | 2026 Proxy Statement | 47 |

  22. Role of Compensation Consultant

    TABLE OF CONTENTS

  23. Executive Compensation Peer Group

    Executive Compensation Peer Group In September 2024, 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 2025. While external benchmarks are not the only factor used in the committee’s decision process, it 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. In developing the peer group, consideration was given to financial scoping measures as well as our unique combination of key attributes—high price-to-sales ratio, large-scale manufacturing, and a technology-heavy workforce. Our 2025 compensation peer group included the following companies based on the aforementioned criteria:

  24. Executive Compensation Peer Group

    | ■Aptiv PLC | ■Ford Motor Company | ■Lyft, Inc. | ■Rivian Automotive, Inc. | | ■Aurora Innovation, Inc. | ■General Motors Company | ■Magna International Inc. | ■Snowflake Inc. | | ■Carvana Co. | ■Harley-Davidson, Inc. | ■Mobileye Global Inc. | ■Tesla, Inc. | | ■Cloudflare, Inc. | ■Joby Aviation, Inc. | ■QuantumScape Corporation | ■Zscaler, Inc. |

  25. 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 2025, in consultation with Pay Governance, the committee approved the removal of Airbnb, CrowdStrike, and Uber due to their market capitalizations and/or revenues relative to Lucid, and the inclusion of Aurora Innovation, Carvana, and QuantumScape due to their strong automotive and/or electric vehicle industry linkage.

  26. Compensation-Setting Process and Competitive Positioning

    Compensation-Setting Process and Competitive Positioning In the first quarter of 2025, 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.

  27. BASE SALARY

    TABLE OF CONTENTS The Compensation and Human Capital Committee annually reviews the base salaries of our NEOs and makes adjustments as it deems necessary or appropriate based on peer group data and the other factors described above in “Compensation- Setting Process and Competitive Positioning.” For each NEO, other than the CEO, the Compensation and Human Capital Committee receives a performance assessment and salary adjustment recommendation from the CEO. The Compensation and Human Capital Committee reviewed the base salaries of our NEOs and considered the recommendations of our Interim CEO, Mr. Winterhoff (except with respect to his own base salary). Consistent with our intended approach to provide compensation competitive with a benchmark group of companies and in recognition of their performance, the Compensation and Human Capital Committee approved increases in the annual base salaries for Messrs. Dhingra and Bach in March 2025. The Board, upon the recommendation of the Compensation and Human Capital Committee, approved increase in the annual base salary for Mr. Winterhoff in March 2025. Our NEOs’ base salaries for 2025, both immediately preceding and after the increase, are set forth in the table below:

  28. ANNUAL CASH INCENTIVE AWARDS

    ANNUAL CASH INCENTIVE AWARDS 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 Company performance metrics and individual performance 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 each executive's respective individual performance modifier.

  29. ANNUAL CASH INCENTIVE AWARDS

    | 2026 Proxy Statement | 49 |

  30. ANNUAL CASH INCENTIVE AWARDS

    TABLE OF CONTENTS In June 2025, the Board, upon the recommendation of the Compensation and Human Capital Committee, approved the Annual Incentive Plan Program for fiscal year 2025 (the “2025 AIP”), based on the following formula:

  31. ANNUAL CASH INCENTIVE AWARDS

    | Target Annual Incentive Opportunity | | Company Payout Factor (0% to 150%) | | Individual Performance Modifier | | Actual Annual Incentive Payout |

  32. ANNUAL CASH INCENTIVE AWARDS

    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 2025 AIP, taking into consideration a competitive market analysis performed by its compensation consultant, Pay Governance. Compared to the prior year, the Compensation and Human Capital Committee increased the Target Annual Incentive Opportunity, as a percentage of base salary, for Mr. Dhingra from 50% to 75% in connection with his promotion to Senior Vice President, Finance and Accounting. Under the terms of Mr. Boussaid’s offer of employment, his Target Annual Incentive Opportunity for fiscal year 2025 was 90% of base salary, and he was guaranteed to receive a 2025 AIP payout at the greater of his Target Annual Incentive Opportunity or the calculated actual 2025 AIP payout based on the Company Payout Factor and his applicable individual performance modifier. Our NEOs’ Target Annual Incentive Opportunities for 2025 are set forth in the table below:

  33. ANNUAL CASH INCENTIVE AWARDS

    | | Target Annual Incentive Opportunity | | | Named Executive Officer | % of Base Salary | Amount | | Marc Winterhoff | 90% | 786,600(3) | | Taoufiq Boussaid | 90% | $517,500 | | Gagan Dhingra | 75% | $333,000(4) | | Eric Bach(1) | 75% | $469,500 | | Peter Rawlinson(2) | — | — |

  34. ANNUAL CASH INCENTIVE AWARDS

    (1)Due to Mr. Bach’s departure on November 5, 2025, he is not eligible for the payout of 2025 AIP. (2)Due to Mr. Rawlinson’s transition to Strategic Technical Advisor to the Chairman of the Board, he was not eligible for annual incentive opportunity for 2025. (3)Amount includes Mr. Winterhoff’s stipend of $20,000 per month for any month or partial month he serves as interim CEO. (4)Prorated for Mr. Dhingra’s tenure as Vice President and Senior Vice President in 2025. Company Performance Metrics. For 2025, the Board, upon recommendation of the Compensation and Human Capital Committee, selected deliveries, gross margin, and free cash flow for fiscal year 2025, and the production validation release of the Lucid Mid‑size by September 30, 2025 (the "Lucid Mid-size Milestone"), as corporate performance metrics (each a metric and together, 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 2025, the Board and 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 2025 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 Mid-size Milestone 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 metrics reflect the increased production levels necessary to meet the delivery target, while also accounting for the associated costs of achieving the Lucid Mid-size Milestone.

  35. ANNUAL CASH INCENTIVE AWARDS

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    TABLE OF CONTENTS

  37. ANNUAL CASH INCENTIVE AWARDS

    | Company Performance Metrics | Weight | Metric Description | | Deliveries | 30% | The number of Lucid vehicles transferred to customers for the full fiscal year ended December 31, 2025. | | 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. | | Lucid Mid-size Milestone | 20% | Complete the Lucid Mid-size production validation release by end of September 30, 2025, including full initial production Bill-of-Materials design release. |

  38. ANNUAL CASH INCENTIVE AWARDS

    (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. 2025 Individual Performance Modifier. The Compensation and Human Capital Committee reviewed and evaluated individual performance of our NEOs (other than Mr. Rawlinson, who transitioned in February 2025, and Mr. Bach, who departed in November 2025) against the Company’s objectives and key results as well as key accomplishments for 2025, based on the recommendation from our Interim CEO, Mr. Winterhoff (other than for his own performance). While the Compensation and Human Capital Committee considered Mr. Winterhoff’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. Winterhoff’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. 2025 AIP Actual Performance and Payouts. In February 2026, the Compensation and Human Capital Committee evaluated the Company’s performance against the Company Performance Metrics, as well as the individual contributions of each NEO (other than Mr. Rawlinson and Mr. Bach) toward the achievement of those metrics. For fiscal year 2025, the Company achieved and exceeded target performance in Free Cash Flow, reporting $(4,400) million (target: $(4,730) million). It achieved threshold performance for Deliveries with 15,841 deliveries (target: 20,000). While the target for the Lucid Mid- size Milestone was September 30, 2025, the production validation release was planned for January 15, 2026, and the milestone was met as planned on that date. Therefore, the Compensation and Human Capital Committee approved the Lucid Mid-size Milestone at 85% achievement. The Company failed to achieve the threshold performance for Gross Margin, recording (92.8)% (target: (55.0)%). Taken together, the Company’s performance against the Company Performance Metrics resulted in a Company Payout Factor of 68.7%. Accordingly, the Target Annual Incentive Opportunity, the Company Payout Factor, and any individual performance modifier produced the following 2025 AIP payouts for our NEOs: $675,000 for Mr. Winterhoff and $286,000 for Mr. Dhingra. Under the terms of Mr. Boussaid’s offer of employment, for fiscal year 2025 Mr. Boussaid received $518,000, which is 90% of his base salary rounded up to the nearest thousand, as this amount exceeded the actual calculated 2025 AIP payout based on the Company Payout Factor and his applicable individual performance modifier. Due to their transition or separation, Messrs. Rawlinson and Bach were not eligible for an annual cash incentive award in 2025.

  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

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  41. Long-Term Incentive Compensation

    TABLE OF CONTENTS 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 2025, please see above under the heading “2025 Pay Actions Related to Target Compensation — Long-Term Equity Incentives and 2025 Equity Award Mix.” 2025 Equity Grants. In 2025, our executive officers 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. Upon his appointment as Interim CEO, Mr. Winterhoff was granted RSUs with a target value of $4,000,000 based on the Committee’s assessment of external interim CEO pay packages and peer group CEO compensation levels. Under the terms of Mr. Boussaid’s offer of employment, he was granted RSUs with a target value of $4,000,000 and PSUs with a target value of $6,000,000 at the time of grant. Additionally, upon his promotion to Senior Vice President, Finance and Accounting, Mr. Dhingra was granted RSUs with a target value of $400,000 and PSUs with a target value of $600,000 at the time of grant. Due to Mr. Rawlinson’s transition, he was not eligible for an annual equity award in 2025, aside from the Supplemental Rawlinson RSU Award. The size and terms of each of the grants to Messrs. Winterhoff, Boussaid, and Dhingra in connection with their new appointments and of Mr. Rawlinson’s Supplemental Rawlinson RSU Award were determined in consultation with Pay Governance. The total value (at target) of equity awards granted to each of our NEOs in 2025 is set forth in the table below:

  42. Long-Term Incentive Compensation

    | Named Executive Officer | Type of Award | Total Grant Value | RSUs | PSUs (at target) | | Marc Winterhoff(1) | Annual Award | $5,000,000 | $2,000,000 | $3,000,000 | | | Interim CEO Award | $4,000,000 | $4,000,000 | — | | Taoufiq Boussaid(2) | New Hire Award | $10,000,000 | $4,000,000 | $6,000,000 | | Gagan Dhingra(3) | Annual Award | $4,000,000 | $1,600,000 | $2,400,000 | | | SVP Promotion Award | $1,000,000 | $400,000 | $600,000 | | Eric Bach(4) | Annual Award | $4,500,000 | $1,800,000 | $2,700,000 | | Peter Rawlinson(5) | Supplemental Rawlinson RSU Award | $2,000,000 | $2,000,000 | — |

  43. Long-Term Incentive Compensation

    (1)Awarded $4,000,000 in RSUs in connection with his appointment as Interim Chief Executive Officer. (2)Awarded in connection with the commencement of Mr. Boussaid’s employment with the Company. (3)Awarded $400,000 in RSUs and $600,000 in PSUs in connection with his promotion to Senior Vice President, Finance and Accounting. (4)Forfeited in connection with Mr. Bach’s separation in November 2025. (5)Represents the Supplemental Rawlinson RSU Award. 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 typically 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. For fiscal year 2025 annual RSU awards, the calculation from dollar value to units was based on a fixed stock price of $30.00 per share (the "Conversion Price"), which was higher than the 30-day VWAP, for purposes of controlling burn rate and dilution, with awards rounded down to the nearest whole share, consistent with the approach the Compensation and Human Capital Committee approved for other executive and non‑executive long‑term incentive awards. The RSUs granted to Messrs. Winterhoff, Boussaid, and Dhingra in connection with their new

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  46. RSUs

    TABLE OF CONTENTS appointments or promotions, and to Mr. Rawlinson for the Supplemental Rawlinson RSU Award, were calculated using the 30-day VWAP. Our NEOs’ RSU awards in 2025 are set forth in the table below:

  47. 2025 RSU Awards to NEOs

    2025 RSU Awards to NEOs

  48. 2025 RSU Awards to NEOs

    | Named Executive Officer | RSUs (Value) | Conversion Price | Number of RSUs | | Marc Winterhoff(1) | $2,000,000 | $30.0000 | 66,667 | | | $4,000,000 | $29.7280 | 134,554 | | Taoufiq Boussaid(2) | $4,000,000 | $29.9350 | 133,623 | | Gagan Dhingra(3) | $1,600,000 | $30.0000 | 53,334 | | | $400,000 | $29.4840 | 13,567 | | Eric Bach(4) | $1,800,000 | $30.0000 | 60,000 | | Peter Rawlinson(5) | $2,000,000 | $29.7280 | 67,277 |

  49. 2025 RSU Awards to NEOs

    (1)Awarded $4,000,000 in RSUs in connection with his appointment as Interim Chief Executive Officer. The target number of RSUs subject to this award was determined based on the 30- day VWAP, rounded down to the nearest whole share. (2)Awarded in connection with the commencement of Mr. Boussaid’s employment with the Company. The target number of RSUs subject to this award was determined based on the 30- day VWAP, rounded down to the nearest whole share. (3)Awarded $400,000 in RSUs in connection with his promotion to Senior Vice President, Finance and Accounting. The target number of RSUs subject to this award was determined based on the 30-day VWAP, rounded down to the nearest whole share. (4)Forfeited in connection with Mr. Bach’s separation in November 2025. (5)Represents the Supplemental Rawlinson RSU Award. The target number of RSUs subject to this award was determined based on the 30-day VWAP, rounded down to the nearest whole share. The $1,800,000 RSU grant for Mr. Bach, the $2,000,000 RSU grant for Mr. Winterhoff, and the $1,600,000 RSU grant for Mr. Dhingra vest over four years, with one‑eighth vesting on September 5, 2025, and the remainder vesting in substantially equal quarterly installments beginning on December 5, 2025, and ending on March 5, 2029, subject to the NEOs’ continued employment through the applicable vesting dates. Mr. Bach forfeited his award in connection with his separation from the Company on November 5, 2025. The $4,000,000 RSU grant for Mr. Winterhoff and the $400,000 RSU grant for Mr. Dhingra vest quarterly over the next sixteen quarters, beginning on March 5, 2025. For Mr. Boussaid, the RSUs vest over two‑and‑one‑half years as follows: one‑quarter vested on March 5, 2025; one‑quarter vested on June 5, 2025; and thereafter one‑sixteenth will vest quarterly on each subsequent Company Vesting Date, subject to his continued employment through each vesting date. “Company Vesting Date” means March 5, June 5, September 5, and December 5 of each calendar year. For Mr. Rawlinson, the Supplemental Rawlinson RSU Award will vest in three equal installments over a 24- month period on the following dates: (A) February 21, 2026, (B) August 21, 2026, and (C) February 21, 2027.

  50. 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 typically determined by dividing the total dollar value of the award by the 30-day VWAP. The PSUs granted to Messrs. Boussaid and Dhingra in connection with their new roles were calculated using the 30-day VWAP. For fiscal year 2025 annual PSU awards, the calculation from dollar value to target units was based on the Conversion Price, which was higher than the 30-day VWAP, for purposes of controlling burn rate and dilution, with awards rounded down to the nearest whole share, consistent with the approach the Compensation and Human Capital Committee

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  52. PSUs

    TABLE OF CONTENTS approved for other executive and non‑executive long‑term incentive awards. Our NEOs’ 2025 target PSU awards are set forth in the table below:

  53. PSUs

    | Named Executive Officer | Value of PSUs ($) | Conversion Price | Number of PSUs (#) | | Marc Winterhoff | $3,000,000 | $30.0000 | 100,000 | | Taoufiq Boussaid(1) | $6,000,000 | $29.9350 | 200,435 | | Gagan Dhingra(2) | $2,400,000 | $30.0000 | 80,000 | | | $600,000 | $29.4840 | 20,350 | | Eric Bach(3) | $2,700,000 | $30.0000 | 90,000 | | Peter Rawlinson(4) | — | — | — |

  54. PSUs

    (1)Awarded in connection with the commencement of Mr. Boussaid’s employment with the Company. The target number of PSUs subject to this award was based on the 30-day VWAP, rounded down to the nearest whole share. (2)Awarded $600,000 in PSUs in connection with his promotion to Senior Vice President, Finance and Accounting. The target number of PSUs subject to this award was based on the 30- day VWAP, rounded down to the nearest whole share. (3)Forfeited in connection with Mr. Bach’s separation in November 2025. (4)Due to Mr. Rawlinson’s transition, he was not eligible for any equity awards in the form of PSUs in 2025. Overview of 2025 PSU Award Structure — 2025 PSU Program. 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 2025 PSU awards (including those granted to our NEOs) would be structured into a two-year performance period, segmented into two equal tranches (2025 and 2026, respectively). The 2025 tranche (the “2025 Tranche”) uses deliveries, gross margin and free cash flow as the performance metrics (“2025 Tranche Company Performance Metrics”). The 2026 tranche (the “2026 Tranche”) uses deliveries and free cash flow as the 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 2025 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 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; (2) For the 2026 Tranche: 50% of earned shares vest upon the later of March 5, 2027 or the certification of achievement, which is expected to occur in the first quarter of 2027. 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. 2025 Tranche Performance Metrics. For the 2025 Tranche, the Board, upon the recommendation of the Compensation and Human Capital Committee, selected deliveries, gross margin and free cash flow as performance metrics. As explained above under the heading Annual Cash Incentive Awards, 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 2025 Tranche, the Board, upon the recommendation of the Compensation and Human Capital Committee, believed that attaining such goals would require a

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  56. PSUs

    TABLE OF CONTENTS high level of effort and skilled execution on the part of our executives, including our NEOs, to achieve strong sales and operational success.

  57. PSUs

    | 2025 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, 2025. | | 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. |

  58. PSUs

    Actual Performance and PSUs Earned Under 2025 Tranche. In March 2026, the Compensation and Human Capital Committee evaluated the Company’s performance against the 2025 Tranche Company Performance Metrics. For fiscal year 2025, the Company achieved and exceeded target performance in free cash flow, reporting $(4,400) million (target: $(4,730) million), and achieved threshold performance for deliveries with 15,841 deliveries (target: 20,000). The Company failed to achieve the threshold performance for gross margin, recording (92.8)% (target: (55.0)%). Taken together, the Company’s performance with respect to the 2025 Tranche Company Performance Metrics resulted in a PSU Payout Factor of 57.5%. Based on the number of PSUs granted at target and the applicable PSU Payout Factor, the following PSUs were earned under the 2025 Tranche: 28,751 for Mr. Winterhoff, 57,627 for Mr. Boussaid, and 28,849 collectively for Mr. Dhingra’s two PSU awards. Due to their transition or separation (respectively), Messrs. Rawlinson and Bach were not eligible for any PSU grant or payout under the 2025 PSU program. 2026 Tranche Performance Metrics. For the 2026 Tranche, the Board, upon the recommendation of the Compensation and Human Capital Committee, selected deliveries and free cash flow as performance metrics (“2026 Tranche Company Performance Metrics”) in alignment with our long-term business plan for 2026. Details regarding actual performance and PSUs earned under the 2026 Tranche will be disclosed in the proxy statement for the following year.

  59. PSUs

    | 2026 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, 2026. | | Free Cash Flow | 50% | The Company’s net cash from operations less capital expenditures, subject to any cash balance adjustments not connected to operations. |

  60. PSUs

    2024 PSU Program — Actual Performance and PSUs Earned Under 2025 Tranche. In 2024, the Board, upon the recommendation of the Compensation and Human Capital Committee, selected deliveries and free cash flow as the performance metrics for the 2025 tranche of the 2024 PSU program (The "2024 PSU 2025 Tranche" and such metrics, the “2024 PSU 2025 Tranche Company Performance Metrics”). For such tranche, a minimum of 50% weighted-average performance achievement, measured against the performance goals for 2025, is required to certify any earning of the PSUs. Vesting of earned PSUs for the 2025 tranche is as follows: 50% of earned shares vest upon the later of March 5, 2026 or the certification of achievement. 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. In March 2025, the Compensation and Human Capital Committee evaluated the Company’s performance against the 2024 PSU 2025 Tranche Company Performance Metrics. For fiscal year 2025, the Company exceeded target performance in free cash flow, reporting $(3,660.0) million (target: $(3,887.0) million), and failed to achieve threshold performance for deliveries, reporting 15,841 deliveries (target: 20,000). Taken together, the Company’s performance against the 2024 PSU 2025 Tranche metrics resulted in a PSU payout factor of 57.3%. Based on the number of PSUs granted at target and the applicable PSU payout factor, the committee determined that the following PSUs were earned under the 2024 PSU 2025 Tranche: 61,214 PSUs for Mr. Winterhoff and 11,950 PSUs for Mr. Dhingra. Mr. Bach was not eligible for a payout with respect to the 2025 tranche of his 2024 annual PSU grant due to his separation. For a fuller description of the 2024 PSU Program and its 2025 tranche, including the applicable performance metrics, certification process, PSU payout factor methodology, and vesting provisions,

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  62. PSUs

    TABLE OF CONTENTS see the section titled “Compensation Discussion and Analysis — Long-Term Incentive Compensation — PSUs” in the Company’s 2025 Proxy Statement filed with the SEC.

  63. Special Bonus - Interim Chief Financial Officer

    Special Bonus - Interim Chief Financial Officer In January 2025, in connection with Mr. Dhingra’s promotion to Senior Vice President, Finance and Accounting, the Company awarded him a discretionary cash bonus of $250,000 in recognition of his sustained and exemplary performance while serving as the Company’s Interim Chief Financial Officer.

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

    TABLE OF CONTENTS vested; 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 Mr. 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.

  65. Mr. Boussaid Chief Financial Officer Appointment and Terms

    Mr. Boussaid Chief Financial Officer Appointment and Terms Mr. Boussaid joined the Company on January 29, 2025, and was appointed Chief Financial Officer on February 25, 2025. In connection with his appointment, Mr. Boussaid received the following compensation and benefits: (i) an annual base salary of $575,000; (ii) a target annual bonus opportunity of 90% of base salary for fiscal year 2025 (guaranteed to be paid at the greater of 90% of base salary or the actual AIP payout determined by corporate and individual performance for 2025) and a target annual bonus opportunity for fiscal year 2026 equal to the greater of 45% of base salary or the actual AIP payout determined by corporate and individual performance for 2026; (iii) a cash signing bonus of $2,000,000, subject to clawback under certain circumstances through the third anniversary of his hire date; (iv) an award of RSUs with a grant value of $4,000,000 and an award of PSUs with a grant value of $6,000,000, each granted under the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan, with the RSUs vesting over two‑and‑one‑half years and the PSUs vesting on the same terms applicable to PSUs granted to other senior executives; (v) eligibility to participate in the Lucid Group, Inc. Executive Severance Plan (as defined below) on terms substantially consistent with other senior executives; (vi) a French‑national stipend of $100,000 per year to defray costs associated with participation in the French retirement system, retention of multinational tax advisors, and related repatriation support; and (vii) relocation assistance of $500,000, subject to clawback provisions, together with paid temporary housing for up to six months following his start date. On January 20, 2026, following a review with Pay Governance, the Compensation and Human Capital Committee approved an amendment to Mr. Boussaid’s compensation terms to (a) extend the temporary housing subsidy from six months to twelve months, (b) increase the annual French‑national stipend from $100,000 to $200,000 based on an updated assessment of his costs to participate in the French retirement system, and (c) approve certain repatriation benefits and immigration support over two years in connection with his status as a French national, payable in an amount up to $275,000 if his employment terminates due to an involuntary termination without cause (as defined in the Executive Severance Plan). The committee determined that these adjustments were consistent with its original intent in approving Mr. Boussaid’s offer of employment and were implemented to address additional circumstances and information that emerged during the course of Mr. Boussaid’s initial employment with the Company.

  66. Mr. Rawlinson Transition Agreement

    Mr. Rawlinson Transition Agreement In connection with Mr. Rawlinson’s resignation as our CEO and Chief Technology Officer and his appointment as Strategic Technical Advisor to the Chairman of the Board on February 21, 2025, the Company entered into a transition agreement with Mr. Rawlinson, pursuant to which he is entitled to receive: (i) a monthly payment of $120,000 for services rendered during the 24-month consulting term, (ii) a Lucid vehicle, (iii) Company-paid COBRA health insurance premiums during the consulting term, (iv) in each calendar year of 2025 and 2026, a payment of up to $10,000 for tax preparation services (including an additional true-up payment equal to the amount of personal income tax due in connection with such payment), and (v) a supplemental RSU grant with a target grant date fair value of $2,000,000, which will vest in three equal installments over a 24-month period on the following dates: (A) February 21, 2026, (B) August 21, 2026, and (C) February 21, 2027 (such grant, the "Supplemental Rawlinson RSU Award").

  67. Mr. Winterhoff Interim CEO Terms and Promotion and Transition to Prior Role

    Mr. Winterhoff Interim CEO Terms and Promotion and Transition to Prior Role In connection with Mr. Winterhoff’s appointment as our Interim Chief Executive Officer on February 21, 2025, Mr. Winterhoff received or became entitled to receive the following additional compensation and benefits: (i) a monthly stipend of $20,000 for any month or partial month that Mr. Winterhoff serves as the Interim CEO; (ii) an award of RSUs with a grant value of $4,000,000 granted pursuant to the Company’s Amended and Restated 2021 Stock Incentive Plan, which will vest quarterly over sixteen quarters on the Company Vesting Dates and provides for accelerated vesting upon a termination without cause or resignation following a constructive termination; (iii) an increase from nine months’ pay and benefits to twelve months’ pay

  68. Mr. Winterhoff Interim CEO Terms and Promotion and Transition to Prior Role

    TABLE OF CONTENTS and benefits under certain circumstances that Mr. Winterhoff is eligible to receive under the Executive Severance Plan; and (iv) elevated executive security services as needed. In connection with Mr. Winterhoff’s anticipated transition back to the role of the Company’s Chief Operating Officer in 2026 following the appointment of Mr. Napoli as our CEO, Mr. Winterhoff is eligible to receive the following compensation effective as of April 15, 2026: (i) an annual base salary of $1,000,000; (ii) beginning for the 2026 performance period, a target AIP of 150% of base salary, a threshold AIP payout level of 75% of base salary and a maximum AIP payout level of 225% of base salary; (iii) a 2026 annual long-term incentive award with a target grant value of $5,400,000, which will be granted in the same mix of equity award vehicles that apply to the Company’s other executive officers’ annual long-term incentive grants in 2026; (iv) $2,000,000 of cash recognition and retention bonuses, $1,000,000 of which vested on April 15, 2026 and $1,000,000 of which vests on April 15, 2027, subject to Mr. Winterhoff’s continued employment with the Company through such date. Additionally, in connection with the transition in 2026, Mr. Winterhoff will also receive a performance-based cash bonus which has a maximum payout opportunity of $3,000,000 (the “Performance-Based Cash Bonus”), segmented into three equal tranches of $1,000,000. Each tranche of the Performance-Based Cash Bonus may only be earned if both the time- based and performance-based vesting conditions applicable to such tranche are met. Such vesting conditions of the Performance-Based Cash Bonus are satisfied based on achievement of a volume-weighted average of the Company’s market capitalization for 45 consecutive trading days (the “Market Capitalization Performance Hurdle”) of $5.0 billion, $7.5 billion and $10.0 billion for tranche 1, tranche 2, and tranche 3, respectively.

  69. Mr. Napoli CEO Terms

    Mr. Napoli CEO Terms Pursuant to the terms of his offer letters with us, in connection with his anticipated appointment as our CEO in 2026, Mr. Napoli is eligible to receive the following compensation, among other things: (i) an annual base salary of $1,500,000; (ii) beginning for the 2026 performance period, a target annual incentive bonus opportunity of 200% of base salary, a threshold payout level of 100% of base salary and a maximum payout level of 300% of base salary, provided that, for the 2026 performance period, such bonus will be paid out based on the greater of (x) target performance or (y) actual performance for the full 2026 performance period, pro-rated based on Mr. Napoli’s start date of April 15, 2026; (iii) initial equity grants described below; (iv) eligibility to participate in the Lucid Group, Inc. Executive Severance Benefit Plan, as modified under the terms of his offer letters; (v) reimbursement of up to $25,000 per month for six months for temporary housing expenses; and (vi) provision of, or reimbursement for, two Company vehicles, security protection and tax and financial planning. Mr. Napoli will also receive a lump sum payment of $1,000,000 to cover any expenses in connection with moving to the U.S. Mr. Napoli will receive a 2026 annual equity award grant with a target grant value of $9,500,000, allocated as (i) $3,800,000 in the form of RSUs that vest over four years, with 25% vesting on a one-year cliff and the remainder vesting quarterly in 12 installments thereafter, and (ii) $5,700,000 in the form of PSUs (assuming target performance), on the same terms and conditions that apply to the annual PSU grants in 2026 to other executive officers of the Company, subject in each case to Mr. Napoli’s continued employment with the Company through the vesting date. Mr. Napoli will also receive a one-time grant of performance-based stock options, with respect to a maximum of 1,000,000 shares, if maximum performance is achieved between April 15, 2026 and April 15, 2031 and time-based vesting conditions are satisfied. The New Hire PSOs will be segmented into five tranches of 200,000 each, with the performance-based vesting condition for each tranche satisfied based on achievement of a Market Capitalization Performance Hurdle of $5.0 billion, $7.5 billion, $10.0 billion, $12.5 billion and 17.5 billion, for tranche 1, 2, 3, 4, and 5, respectively.

  70. Termination and Change in Control Agreements

    Termination and Change in Control Agreements

  71. 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

  72. Executive Severance Plan

    | 58 | 2026 Proxy Statement |

  73. Executive Severance Plan

    TABLE OF CONTENTS 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, 2025, the severance levels that apply to each of the NEOs under the Executive Severance Plan are set forth in the table below:

  74. 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) | | Marc Winterhoff(1) | 12 | 12 | | Taoufiq Boussaid(2) | 9 | 12 | | Gagan Dhingra(3) | 9 | 12 | | Eric Bach(4) | — | — | | Peter Rawlinson(5) | — | — |

  75. Executive Severance Plan

    (1)Mr. 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 to 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. (2)Mr. Boussaid joined the Company on January 29, 2025, and was appointed Chief Financial Officer on February 25, 2025. In connection with his appointment, Mr. Boussaid participated in the Executive Severance Plan at the level of senior vice president. See “Mr. Boussaid Chief Financial Officer Appointment and Terms” above. (3)Mr. 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 Terms” above. (4)Due to Mr. Bach’s separation in November 2025, he was not eligible for any benefits under the Executive Severance Plan as of December 31, 2025. (5)Mr. 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. 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.”

  76. 2021 CEO GRANT

    2021 CEO GRANT In March 2021, as previously disclosed, Mr. Rawlinson was granted (i) 1,383,475 RSUs vesting quarterly over a four-year period beginning on December 5, 2021 (the “CEO Time-Based RSUs”); and (ii) 1,602,442 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”). All of the 1,383,475 CEO Time- Based RSUs have vested as of December 31, 2025. Of the 1,602,442 CEO Performance RSUs, as of December 31, 2025,

  77. 2021 CEO GRANT

    TABLE OF CONTENTS 1,393,428 have vested and 209,014 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 Performance RSUs, in the event of a change in control of Lucid, the unvested amount will vest 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" (as each such term is defined in the 2021 CEO Grant award agreement), 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 Performance RSUs remain outstanding and eligible to vest during his consulting term.

  78. COMPENSATION RISK ASSESSMENT

    TABLE OF CONTENTS 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 committee prior to granting an equity award, the 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.

  79. 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 ($) | | Marc Winterhoff Interim Chief Executive Officer | 2025 | 842,000(6) | — | 7,720,693 | — | 675,000 | 471,294 | 9,708,987 | | | 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 | | Taoufiq Boussaid Chief Financial Officer | 2025 | 508,654 | 2,000,000 | 7,917,174 | | 518,000 (10) | 1,109,264 | 12,053,092 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Gagan Dhingra Senior Vice President, Finance and Accounting | 2025 | 535,288(7) | 283,334(8) | 3,678,375 | — | 286,000 | 25,768 | 4,808,765 | | | 2024 | 397,231 | 200,000 | 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 | | Eric Bach Former Senior Vice President, Product and Chief Engineer | 2025 | 577,930 | — | 3,243,000 | — | — | 3,016 | 3,823,946 | | | 2024 | 598,077 | — | 9,861,505 | — | 591,236 | 141,660 | 11,192,478 | | | 2023 | 534,423 | 1,000,000 | 7,159,781 | 1,548,832 | 196,035 | 872 | 10,439,943 | | Peter Rawlinson Former Chief Executive Officer and Chief Technology Officer | 2025 | 1,383,293(9) | — | 2,058,676 | — | — | 31,100 | 3,473,069 | | | 2024 | 625,000 | — | — | — | 814,375 | 51,115 | 1,490,490 | | | 2023 | 584,615 | 6,000,000 | — | — | 233,377 | 19,223 | 6,837,215 |

  80. COMPENSATION RISK ASSESSMENT

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(4) | Option Awards ($) | All Other Compensation ($)(2) | Total Compensation ($) | | Turqi Alnowaiser | 90,000 | 245,312 | — | — | 335,312 | | Douglas Grimm | 22,857 | 321,609 | — | 3,015 | 347,481 | | Lisa M. Lambert | 40,000 | 248,741 | — | 20,298 | 309,039 | | Andrew Liveris | 55,000 | 241,883 | — | 19,220 | 316,103 | | Nichelle Maynard-Elliott | 52,500 | 231,574 | — | 19,220 | 303,294 | | Chabi Nouri | 36,194 | 231,574 | — | — | 267,768 | | Ori Winitzer | 46,306 | 231,574 | — | 17,317 | 295,197 | | Janet S. Wong | 50,000 | 248,741 | — | 27,631 | 326,372 | | Sherif Marakby(3) | 17,143 | — | — | 8,583 | 25,726 |

  81. COMPENSATION RISK ASSESSMENT

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensati on Table Total for Prior PEO (Rawlinson) ($)(1) | Compensation Actually Paid to Prior PEO (Rawlinson) ($)(1)(4) | Summary Compensat ion Table Total for Current PEO (Winterhoff) ($)(1) | Compensat ion Actually Paid to Current PEO (Winterhoff) ($)(1)(4) | Average Summary Compensa tion Table Total for Non- PEO Named Executive Officers ($)(1) | Average Compensati on Actually Paid to Non-PEO Named Executive Officers ($)(1)(4) | Total Share holder Retur n ($) | Peer Group Total Shareh older Return ($)(2) | Net Income (in Thousands) ($) | Free Cash Flow (in Thousands) ($)(3) | | 2025 | 3,473,069 | (399,922) | 9,708,987 | (278,597) | 6,895,268 | 972,013 | 4.36 | 237.09 | (2,698,051) | (3,800,070) | | 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) |

  82. 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.