DEF 14A of Microvision, Inc., Apr 28, 2025

DEF 14A of Microvision, Inc.

Filed Apr 28, 2025 · FY20240001641172-25-006436

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 2026 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 February 28, 2025 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 Independent Director | Director since 2018 Age 57 Board Committees: ● Audit, Chair ● Compensation Key Expertise: ● Executive Leadership ● Business Strategy ● Financial & Accounting ● Technology & Innovation ● Public Board Service & Governance ● Transportation & Mobility Industries | | 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 69 Board Committees: ● 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. 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. | | | Jeffrey A. Herbst Independent Director | Director since 2022 Age 60 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

    | 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 70 Board Committees: ● Nominating & Governance Key Expertise: ● Executive Leadership ● Business Strategy ● Technology & Innovation ● Transportation & Mobility Industries |

  5. PROPOSAL ONE—ELECTION OF DIRECTORS

    | Jada Smith Independent Director Ms. Smith is Vice President, Program Management for the Americas at Visteon Corporation, a publicly traded global technology company in the automotive industry, a role she has held since September 2024. 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 47 Board Committees: ● Audit ● Nominating & Governance Key Expertise: ● Executive Leadership ● Business Strategy ● Technology & Innovation ● Transportation & Mobility Industries | | Mark B. Spitzer Independent Director Dr. Spitzer is a Fellow of the American Physical Society and a Senior member of the Institute of Electrical and Electronic Engineers. Beginning in 2012, Dr. Spitzer served as the Director of Operations for Project Glass at Google X (now X Development LLC), moving to the virtual reality team at Google in 2015 and retiring from Google in 2017. Prior to Google, Dr. Spitzer founded The MicroOptical Corporation (eventually renamed Myvu Corporation) in 1996, where he served as Chief Executive Officer. In the early 1990s, Dr. Spitzer served as Principal Scientist at Kopin Corporation. In 2014, Dr. Spitzer received the Special Recognition Award from the Society for Information Display for contributions to the development of active-matrix liquid-crystal microdisplays, microdisplay viewing optics, and wearable computer technology. He has 72 patents in the fields of photovoltaics, micro-displays, micro-electromechanical systems (MEMS), optics, augmented reality and virtual reality. Dr. Spitzer received a B.A. with distinction in physics at Boston University and a Ph.D. in physics at Brown University. | Director since 2020 Age 71 Board Committees: ● Nominating & Governance, Chair ● Compensation Key Expertise: ● Executive Leadership ● Business Strategy ● Technology & Innovation ● Public Board Service & Governance | | Sumit Sharma Chief Executive Officer & Director | Director since 2020 Age 51 Key Expertise: ● Executive Leadership ● Business Strategy ● Technology & Innovation ● Transportation & Mobility Industries | | Mr. Sharma has served as Chief Executive Officer of MicroVision, Inc. since February 2020, and served as Chief Operating Officer from June 2018 to February 2020, after serving as Vice President of Product Engineering and Operations since February 2017 and Vice President and Senior Director of Operations since September 2015. Prior to MicroVision, he has served as Head of Manufacturing Operations for Project Glass at Google X; as Senior Director, Advanced Manufacturing Operations and Technology Development at Jawbone; and as a Product Development and Operations consultant at BlueMadison Consulting. Mr. Sharma has extensive experience in optics, wearable technology, and product development and qualification for the automotive industry. Mr. Sharma also has deep experience in global operations and developing strategic partnerships. A patent holder, Mr. Sharma received his baccalaureate degree in engineering from New Jersey Institute of Technology. | |

  6. Director Compensation for 2024

    Director Compensation for 2024 The following table provides information concerning the compensation of our non-employee directors during the year ended December 31, 2024.

  7. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash | Stock Awards (3)(4) | Option Awards(5) | Total | | Simon Biddiscombe | $91,250 | $88,495 | — | $179,745 | | Robert P. Carlile | $125,000 | $88,495 | — | $213,495 | | Judith M. Curran, former director (1) | $21,250 | $— | — | $21,250 | | Jeffrey A. Herbst | $78,750 | $88,495 | — | $167,245 | | Peter Schabert | $56,250 | $73,652 | — | $129,902 | | Jada Smith | $56,250 | $88,495 | — | $144,745 | | Mark B. Spitzer | $82,500 | $88,495 | — | $170,995 | | Brian V. Turner, former director (2) | $71,250 | $88,495 | — | $159,745 |

  8. Director Compensation for 2024

    | (1) Ms. Curran departed from the Board in connection with our 2024 annual shareholder meeting on June 5, 2024. | | (2) Mr. Turner retired from the Board on September 27, 2024. | | (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 9 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 restricted stock units, or 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. In addition, Mr. Schabert’s award covered the same number of shares as other directors but was granted on a different date, thus resulting in a different grant date fair value. | | (4) As of December 31, 2024, each of our active non-employee directors held an outstanding RSU award covering 40,224 shares of MicroVision common stock. Additionally, Mr. Spitzer, pursuant to a deferral election for tax planning purposes, deferred settlement of 85,982 RSUs granted in 2023 and 2024. In accordance with Mr. Spitzer’s deferral election the vested shares to be issued in settlement of such RSUs will be delivered to him when he ceases to provide services to us or upon our change of control. | | (5) As of December 31, 2024, the number of outstanding shares underlying option awards for each of our non-employee directors was 30,000 for each of Mr. Biddiscombe, Mr. Carlile, and Mr. Spitzer, and 0 for Mr. Herbst, Mr. Schabert, and Ms. Smith. |

  9. Director Compensation for 2024

    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 required to serve on two committees. 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.

  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. Executive Summary

    Executive Summary Our Business and Strategy. MicroVision is committed to driving the global adoption of our proprietary products, which leverage our deterministic AI “at the edge” with our innovative perception and application software running on our diverse lidar sensors. Our solutions enable advanced driver-assistance systems, or ADAS, and autonomy features for customers in a wide range of industries, including robotics, automated warehouse, agriculture, mining, military, and automotive. Our deterministic AI at the edge software running on our sensors enables intelligent autonomous, active safety, and automation systems which depend on secure, cost-effective, and energy-efficient solutions. This software has been developed in close collaboration with our automotive customers and we are now rapidly expanding with it into new industrial and commercial vehicle sectors. Our integrated solution, built on our perception software stack, combines our lidar sensors, both MEMS-based and flash-based, and application software targeted for sale to industrial mobility and autonomy companies, automotive OEMs and Tier 1 suppliers, and defense contractors. Our deterministic AI at the edge enables critical decisions to be made locally and independent of the cloud, leading to faster responses, improved data privacy, and reduced costs. Our mature perception software stack has met the rigorous requirements of automotive qualification and incorporates advanced features, like localization and fusion. Our lidar sensors include MAVIN®, a MEMS-based long-range sensor capable of small object detection, and MOVIA™, a flash-based short- to mid-range sensor, both suitable for industrial and automotive applications. We also develop customer-specific application software, allowing expansion into a wide array of sectors. Our Financial Results. Revenue in 2024 was $4.7 million, which was lower than 2023 revenue of $7.3 million; gross loss in 2024 was $2.8 million, which was significantly lower than 2023 gross profit of $4.5 million. Our 2024 revenue was primarily attributable to sales of our lidar sensors to industrial customers, as well as to a commercial vehicle OEM, while 2023 revenue was largely attributable to components that we developed for a high-definition display system. During 2024, we reduced our operating expenses through restructuring activities, which primarily involved reductions in our global workforce. Total operating expenses for 2024 were $82.7 million, while such expenses for 2023 were $93.4 million. We ended 2024 with a cash and investments balance of $74.7 million, compared to $73.8 million at the end of 2023, which we believe evidences our continued fiscal discipline and a focus on maximizing cash resources. Our Pay-for-Performance Philosophy. With a focus on commercializing our perception solutions, broadening our market strategy, and streamlining our operations, we designed our compensation program across the entire company to emphasize long-term performance and drive the team toward a common set of objectives. For our employees, we continued our milestone equity award program, which bases a portion of compensation on the achievement of collective performance goals as reflected in stock price performance. Our executive compensation program was also designed with a performance-based philosophy in mind. The leadership team, led by CEO Sumit Sharma, drove our efforts to advance our strategic objectives and make significant progress on ambitious product and business development goals. During 2024, we expanded our go-to-market strategy into new industrial sectors, participated in evaluations, development opportunities, and multiple RFI and RFQ processes, and invested in manufacturing capabilities to build out inventory and scale production capacity. We also significantly streamlined our global cost structure and secured new funding. 2024 Compensation Highlights. A central compensation focus in 2024 was to continue to motivate our global leadership team and workforce to drive the company toward success, primarily in business development, entering new markets, and supporting customer engagement, all to enhance long-term value creation for MicroVision and increase the price of our stock over the long-term. Comparing our 2024 executive compensation to our peers (see “The Role of Peer Groups” below for more information on our peer group):

  12. Executive Summary

    | ● | Base salary for our CEO was below the median. | | ● | Target total cash compensation, which was salary and a 100% of salary short-term incentive bonus target for Mr. Sharma, and which was salary plus a 40% of salary short-term incentive bonus target for Mr. Verma and Ms. Markham, was below the median for all three named executive officers. | | ● | Based on our 2023 peer group used by the Compensation Committee when they established 2024 compensation, the value of total compensation as reported in the Summary Compensation Table in this proxy statement was at the median for Mr. Sharma and was below the median for Mr. Verma and Ms. Markham. |

  13. Executive Summary

    | ● | Base annual salary for Mr. Sharma, which is subject to annual review by our Board, remained at $530,000, as had been established by the Board in 2023, and was below the median as compared to our 2023 peer group. | | ● | Although he had no short-term incentive bonus opportunity prior to 2024, pursuant to the July 2024 agreement the Board established a target bonus opportunity for fiscal year 2024 equal to 100% of Mr. Sharma’s base salary. As of the date of this report, achievement of the applicable performance goals for 2024 has not been made or approved although our Board anticipates making such determination by the end of the second quarter of 2025. This incentive performance-based bonus is more fully described later in this compensation discussion and analysis. | | ● | To strongly align the interests of our CEO and our shareholders, the Board granted Mr. Sharma a long-term equity incentive award of 1.125 million shares, scheduled to vest in equal annual installments over three years from the grant date, subject to continued service to the company through the applicable vesting date. |

  14. Executive Summary

    | ● | The performance-based bonus target for each of Mr. Verma and Ms. Markham remained at 40% of base salary but, as the date of this report, achievement of the applicable performance goals for 2024 has not been made or approved although our Compensation Committee anticipates making such determination by the end of the second quarter of 2025. These incentive performance-based bonuses are more fully described later in this compensation discussion and analysis. |

  15. Executive Summary

    | ● | To strongly align the interests of our executive team and our shareholders, the Board granted a long-term equity incentive award of 450,000 shares and 360,000 shares to Mr. Verma and Ms. Markham, respectively, scheduled to vest in equal annual installments over three years from the grant date, subject to continued service to the company through the applicable vesting date. The grant value from these equity awards was below the median and resulted in below-median 2024 target compensation for Mr. Verma and Ms. Markham. |

  16. Executive Compensation Philosophy and Elements

    | Base Salary | Base salaries for our executives are primarily based on the role, taking into account competitive market compensation paid by other companies in our peer group for comparable positions. Each named executive officer’s base salary is also determined by reviewing the other components of an executive’s compensation to ensure that the total compensation is in line with the Compensation Committee’s overall compensation philosophy, recognizing the opportunity for long-term equity and cash bonus. | | Annual Performance-Based Incentive Bonus | The Compensation Committee believes that a portion of each executive’s total cash compensation should be based on the company’s performance. The Compensation Committee believes that structuring a significant portion of each executive’s annual cash compensation as a short-term incentive bonus, and the contingent nature of that compensation, induces an executive to drive toward achievement of both the short- and long-term goals of the company. The amount of the bonus depends generally on the level of company performance, with a target set as a percentage of base salary. The Compensation Committee approves the target bonus percentages and the actual bonus awards for all executives, except the CEO, which is approved by the Board. The amount of any bonus actually awarded to executives is determined solely in the discretion of the Compensation Committee, or by the Board in the case of our CEO, based on achievement of preestablished performance objectives. 2024 executive officer bonuses were awarded as performance-contingent RSUs for the target award level, subject to earnout for achieving financial and non-financial goals and subject to continued time vesting if earned. | | Long-Term Equity Incentive Awards | A key component of our executive compensation program, equity awards, both time-based and performance-based, are designed to attract and retain executive officers and to motivate them to enhance shareholder value by aligning the financial interests of executives with those of shareholders. |

  17. Executive Compensation Philosophy and Elements

    The Roles of our Board, Compensation Committee, and Chief Executive Officer. Our Compensation Committee’s purpose is to discharge the Board of Director’s responsibilities relating to the compensation of our executive officers and the adoption of policies that govern our compensation and benefit programs, other than with respect to our CEO’s compensation. Our Compensation Committee reviews and recommends the CEO’s compensation, which is subject to the approval of the Board. The Board is able to make any adjustments that it may determine are appropriate with respect to our CEO’s compensation. The Compensation Committee determines all compensation for our other named executive officers. At the invitation of our Compensation Committee, our CEO provides input regarding the performance and appropriate compensation of the other named executive officers. The Compensation Committee gives considerable weight to the CEO’s assessment of the other named executive officers because of his direct knowledge of each executive’s role, performance and contributions. During 2024, our CEO attended part or all of each Compensation Committee meeting at the request of the Compensation Committee. However, the Compensation Committee ultimately discussed and determined each executive officer’s compensation without the executive officer present. The Role of the Compensation Consultant. Our Compensation Committee has selected and directly retains the services of Frederic W. Cook & Co., Inc., an independent executive compensation consulting firm. F.W. Cook does not provide any other services to MicroVision and works with our management only on matters for which the Compensation Committee is responsible. The Compensation Committee has assessed the independence of F.W. Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent F.W. Cook from serving as an independent consultant to the Compensation Committee. The Compensation Committee periodically seeks input from F.W. Cook on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. F.W. Cook also provides general observations on our compensation programs, but it does not determine or recommend the amount or form of compensation for our named executive officers. A representative of F.W. Cook attends Compensation Committee meetings from time to time, when requested by the Compensation Committee. The Role of Peer Groups. In September 2023, the Compensation Committee, with input from F.W. Cook reviewed the composition of the peer group established by the Compensation Committee in 2021 and updated in 2022 and removed two companies that were no longer publicly traded, while also adding three companies (two lidar companies and one technology company). The 2023 peer group was used by the Compensation Committee for the purpose of evaluating the compensation arrangements of our executive team for 2024. The 19 companies in the 2023 peer group that was used as context in 2024 compensation decisions are publicly traded, U.S.-based technology companies.

  18. Executive Compensation Philosophy and Elements

    *Added to the 2023 peer group to replace the following companies from our 2022 peer group: CyberOptics Corporation and Velodyne Lidar. Velodyne Lidar merged with Ouster, Inc. in 2023. We consider competitive market data regarding compensation as context for compensation decisions and target the median for our executive compensation, but we do not rely solely on market data. Management and the Compensation Committee incorporate flexibility into our compensation programs and the assessment process so that we are able to respond to and adjust for the evolving business environment and the value delivered by our named executive officers. In addition to competitive data, we may take into account a variety of other factors, such as general market conditions, internal equity, the company’s size and cash flow, and an individual’s level of responsibilities, as well as an individual’s recent or future expected contributions. Consideration of Say-on-Pay Vote Results. We provide our shareholders with the opportunity to cast an annual advisory vote on executive compensation. At our 2024 annual meeting of shareholders, which took place last June, our shareholders approved the compensation of our named executive officers as disclosed in our 2024 proxy statement with approximately 72% of the votes cast in favor of the proposal. To enhance engagement with our large base of retail shareholders, management may hold virtual meetings or “fireside chats” with groups of shareholders at various times throughout the year. The Compensation Committee will continue to consider the results of the annual say-on-pay vote and specific shareholder input in determining 2025 and future compensation programs for our executive officers.

  19. 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.

  20. Summary Compensation Table

    | Name and Principal Positions | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(2)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Sumit Sharma | 2024 | 530,000 | — | 5,983,750 | — | — | 11,227 | 6,524,977 | | Chief Executive Officer | 2023 | 462,917 | — | 4,245,000 | — | — | 54,900 | 4,762,817 | | | 2022 | 300,000 | — | 8,571,000 | — | — | 46,261 | 8,917,261 | | Anubhav Verma | 2024 | 417,708 | — | 699,875 | — | — | — | 1,117,583 | | Chief Financial Officer | 2023 | 400,000 | 220,000 | — | — | — | — | 620,000 | | | 2022 | 400,000 | 160,000 | 3,090,000 | — | — | — | 3,650,000 | | Drew G. Markham | 2024 | 391,833 | — | 616,000 | — | — | 10,193 | 1,018,026 | | General Counsel, VP People Operations | 2023 | 372,000 | 204,875 | — | — | — | 9,900 | 586,775 | | | 2022 | 372,000 | 148,800 | 1,854,000 | — | — | 9,150 | 2,383,950 |

  21. Summary Compensation Table

    | (1) From January 1, 2024 through March 31, 2024, Mr. Verma’s and Ms. Markham’s salaries were $400,000 and $372,000, respectively. Effective as of April 1, 2024, Mr. Verma’s and Ms. Markham’s salaries increased to $425,000 and $400,000, respectively. | | (2) Discretionary bonuses reported as 2023 compensation reflect 2023 performance of Mr. Verma and Ms. Markham paid in the form of fully vested equity awards that were granted in 2024. The Compensation Committee approved the payouts on June 4, 2024 for achievement of non-financial strategic objectives attributed to fiscal year 2023, with 200,000 RSUs granted to Mr. Verma and 186,250 RSUs granted to Ms. Markham. As further described in the Compensation Discussion and Analysis, Mr. Verma and Ms. Markham were each eligible to earn a performance-based bonus targeted at 40% of their base salaries based upon performance in 2023. Mr. Sharma was not eligible for and did not receive a bonus for 2023. For 2024, the named executive officers are eligible for performance-based bonuses pursuant to the 2024 Executive Bonus Plan, as described in the Compensation Discussion and Analysis. To conserve cash and drive alignment with shareholders, the 2024 short-term incentive bonus 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. The Board/Compensation Committee has not yet made performance achievement determinations for the 2024 bonuses, so these RSU awards remain unearned and unvested. We expect that the Board/Compensation Committee will make achievement determinations by the end of the second quarter of 2025. The 2024 amounts have been reported as Stock Awards because achievement of the performance objectives have not been determined. |

  22. 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 or 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 executive officer. For a discussion of valuation assumptions for these awards, see Note 9 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 2022 and 2024, the grant date fair value reported assumes maximum level of achievement; there has been no vesting of these performance awards to date. |

  23. Summary Compensation Table

    | (4) For the 2024 compensation year, the named executive officers are eligible for performance-based bonuses pursuant to the 2024 Executive Bonus Plan, as described in the Compensation Discussion and Analysis and Note 2 above. Neither the Board nor the Compensation Committee has yet made performance determinations for such bonuses and no date has been set for such determinations. Mr. Sharma’s incentive target is 100% of his base salary, while Mr. Verma’s and Ms. Markham’s incentive target is 40% of their respective base salary. |

  24. Summary Compensation Table

    | (5) With respect to Mr. Sharma for 2024, $1,098 of the amount included in this column reflects tax preparation services for Mr. Sharma’s Germany tax filings for 2023. No tax equalization payments were made on behalf of Mr. Sharma until March 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. When the U.S. and German tax returns for Mr. Sharma for tax year 2024 are finalized, we expect to make an additional tax equalization payment with respect to Mr. Sharma’s time spent working in Germany in 2024 overseeing our operations there. Please see “2024 Compensation—Our Chief Executive Officer—Tax Equalization” within the Compensation Discussion and Analysis for additional information. 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. |

  25. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding the amount of equity awards granted to our named executive officers during the fiscal year ended December 31, 2024.

  26. Grants of Plan-Based Awards

    | | Equity Grants at Target & Maximum | | | | | Name | Grant Date | Date of Board or Compensation Committee Action to Grant Award | All Other Stock Awards: # of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock Awards ($)(2) | | Sumit Sharma | 04/08/2024 (3) | 05/06/2021 | 300,000 | $4,245,000 | | | 07/24/2024 (4) | 07/11/2024 | 1,125,000 | $1,203,750 | | | 07/24/2024 (6) | 07/11/2024 | 500,000 | $535,000 | | Anubhav Verma | 06/04/2024 (5) | 06/04/2024 | 200,000 | $220,000 | | | 06/04/2024 (4) | 06/04/2024 | 450,000 | $495,000 | | | 06/04/2024 (6) | 06/04/2024 | 200,000 | $204,875 | | Drew G. Markham | 06/04/2024 (5) | 06/04/2024 | 186,250 | $204,875 | | | 06/04/2024 (4) | 06/04/2024 | 360,000 | $396,000 | | | 06/04/2024 (6) | 06/04/2024 | 186,250 | $220,000 |

  27. Grants of Plan-Based Awards

    | (1) The number of shares reported in this column represent RSUs granted under our 2022 Equity Incentive Plan, and for some awards pursuant to an employment agreement for Mr. Sharma and/or our 2024 Executive Bonus Plan, and which are described in more detail in the Compensation Discussion and Analysis and the notes below. |

  28. Grants of Plan-Based Awards

    | (2) The dollar amounts reported in this column reflect the aggregate grant date fair value, excluding the effect of estimated forfeitures, of the awards granted in the most recently completed fiscal year 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 executive officer. For a discussion of valuation assumptions for these awards, see Note 9 to our Notes to Financial Statements included in our annual report on Form 10-K for the most recently completed fiscal year. As described in Note 9, the grant date fair value is based on the closing price of our common stock on the date of grant. | | (3) Represents the fourth and final installment of the special equity award granted to Mr. Sharma pursuant to his April 2021 employment agreement. | | (4) Represent long-term equity incentive awards. Please see “2024 Compensation Program—Our Chief Executive Officer—Long-Term Equity Incentive Awards” and “2024 Compensation Program—Our Other Executive Officers—Long-Term Equity Incentive Awards” within the Compensation Discussion and Analysis for additional information. | | (5) These RSUs were granted in connection with 2023 short-term incentive bonuses for Mr. Verma and Ms. Markham. For performance achieved during fiscal year 2023, Mr. Verma and Ms. Markham were eligible to earn an annual incentive bonus targeted at 40% of their respective base salary, dependent on performance. In June 2024, the Compensation Committee made its determination of achievement of 2023 performance against the objectives and approved payouts in the form of fully vested RSUs. RSUs were used to pay the 2023 bonuses to conserve cash and align with longer-term equity performance after payout. Please see “2024 Compensation Program—Generally—Annual Performance-Based Incentive Bonus” within the Compensation Discussion and Analysis for additional information. | | (6) The RSUs granted in connection with the 2024 Executive Bonus Plan will vest and be earned only upon achievement of preestablished company financial and individual business objectives. Please see “2024 Compensation Program—Generally—Annual Performance-Based Incentive Bonus” within the Compensation Discussion and Analysis for additional information. As these 2024 short-term incentive bonus awards remain unearned and unvested and, therefore, no grant date has yet been determined for accounting purposes, the grant date fair value is based on the closing price of our common stock on December 31, 2024 in accordance with FASB ASC Topic 718. There is no threshold performance with respect to these awards, and the maximum payout equals the target. |

  29. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at 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 market value of RSUs is based on the closing price of MicroVision common stock on The Nasdaq Stock Market on December 31, 2024, which was $1.31.

  30. Outstanding Equity Awards at Fiscal Year End

    | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Sumit Sharma | | 10,000 | — | 3.16 | 10/7/2025 | | | | | | 25,000 | — | 1.89 | 6/1/2026 | | | | | | 65,000 | — | 1.67 | 2/8/2027 | | | | | | 90,348 | — | 0.73 | 5/22/2029 | | | | | 6/1/2022 | | | | | 2,380,000(1) | $3,117,800 | | | 7/24/2024 | | | | | 1,125,000(2) | $1,473,750 | | | 7/24/2024 | | | | | 500,000(3) | $655,000 | | Anubhav Verma | 6/1/2022 | — | — | — | — | 1,700,000(1) | $2,227,000 | | | 6/4/2024 | | | | | 450,000(2) | $589,500 | | | 6/4/2024 | | | | | 200,000(3) | $262,000 | | | 11/16/2021 | | | | | 16,765(4) | $21,962 | | Drew G. Markham | 6/1/2022 | — | — | — | — | 1,020,000(1) | $1,336,200 | | | 6/4/2024 | | | | | 360,000(2) | $471,600 | | | 6/4/2024 | | | | | 186,250(3) | $243,988 |

  31. Outstanding Equity Awards at Fiscal Year End

    | (1) The following percentages of PRSUs will become eligible to vest if the closing price of our common stock reaches or exceeds the stated price thresholds for at least 20 consecutive trading days during the performance period through December 31, 2025: 10% at $12.00, 30% at $18.00, 30% at $24.00, and 30% at $36.00. If the performance goals are met no later than December 31, 2025, the portion of the PRSUs deemed earned will become subject to time-based vesting in equal quarterly installments over two years starting from the date on which the goal is achieved. | | (2) The RSUs are scheduled to vest ratably over three years on each of anniversary of the grant date, with each such vesting event subject to continued service to MicroVision on the respective vesting date. | | (3) The RSUs are scheduled to vest on the one-year anniversary of grant, subject to achievement of certain financial and individual management objectives pursuant to the 2024 Executive Bonus Plan. The Board/Compensation Committee has not yet made performance determinations for such bonuses, but expects to do so by the end of the second quarter of 2025. | | (4) The RSUs are scheduled to vest on November 16, 2025, subject to continued service to MicroVision on the vesting date. |

  32. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding options exercised and restricted stock unit awards vested for our named executive officers during the fiscal year ended December 31, 2024.

  33. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (3) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Sumit Sharma | — | — | 300,000 | $513,000 | | Anubhav Verma | — | — | 233,531 | $249,843 | | Drew G. Markham | — | — | 206,250 | $222,035 |

  34. Option Exercises and Stock Vested

    | (1) Of the amounts shown in this column, MicroVision sold the following number of shares to cover tax withholding obligations: 125,563 shares for Mr. Sharma, 61,513 shares for Mr. Verma, and 54,444 shares for Ms. Markham. | | (2) Value realized equals the fair market value of MicroVision common stock on the vesting date, multiplied by the number of shares that vested. | | (3) Value realized on exercise is the number of shares for which the options were exercised, multiplied by the difference between the closing price of MicroVision common stock on the exercise date and the applicable exercise price per share of the options. |

  35. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table reflects the amount of compensation that would have been payable to each of our named executive officers in the event of the termination of such executive’s employment under certain circumstances, assuming that (1) the triggering event took place on December 31, 2024, and (2) the price per share of our common stock was $1.31, which was the closing market price on December 31, 2024.

  36. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Not in Connection with a Change in Control | Termination In Connection with a Change in Control | Death($) | Disability($) | | Sumit Sharma (1)(2) | Salary Severance | $795,000 | $795,000 | — | — | | | Bonus Severance | $530,000 | $795,000 | — | — | | | Equity vesting acceleration | — | $1,965,000 | | | | | Health care coverage | $9,654 | $14,481 | $7,133 | $7,133 | | Anubhav Verma (3)(4) | Salary Severance | $425,000 | $425,000 | — | — | | | Bonus Severance | $170,000 | $170,000 | — | — | | | Equity vesting acceleration | — | $807,962 | — | — | | | Health care coverage | $9,654 | $9,654 | — | — | | Drew G. Markham (3)(4) | Salary Severance | $400,000 | $400,000 | — | — | | | Bonus Severance | $160,000 | $160,000 | — | — | | | Equity vesting acceleration | — | $654,591 | — | — | | | Health care coverage | $9,654 | $9,654 | — | — |

  37. Potential Payments upon Termination or Change in Control

    | (1) As a “Tier 1 Executive” under the Key Executive Severance and Change in Control Plan adopted in June 2024, in the event that Mr. Sharma is terminated during the period from three months before to 18 months after a “Change in Control” for any reason other than by the company for “cause” or he resigns voluntarily for “good reason,” Mr. Sharma would be entitled to a cash payment equal to 18 months of his base salary, plus 150% of his target bonus, plus the cost of 18 months of premium payments under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, with any such payments subject to timely execution of a release of claims in favor of the company and continued compliance with any confidentiality or restrictive covenant obligations. In addition, 100% of his outstanding and unvested equity awards will become vested and free of restriction, although if any award requires performance achievement then vesting will be subject to the level of performance that has been achieved as of the date of such qualifying termination of employment. |

  38. Potential Payments upon Termination or Change in Control

    | (2) In the event that Mr. Sharma is terminated outside of the defined change-in-control period and the termination is for any reason other than by the company for “cause” or he resigns voluntarily for “good reason,” Mr. Sharma would be entitled to a cash payment of cash equal to 18 months of his base salary, plus 100% of his prorated target bonus, plus the cost of 12 months of premium payments under COBRA, with any such payments subject to timely execution of a release of claims in favor of the company and continued compliance with any confidentiality or restrictive covenant obligations. There would be no acceleration of vesting of outstanding equity awards. |

  39. Potential Payments upon Termination or Change in Control

    | (3) As a “Tier 2 Executive” under the Key Executive Severance and Change in Control Plan adopted in June 2024, in the event that he/she is terminated during the period from three months before to 18 months after a “Change in Control” for any reason other than by the company for “cause” or voluntarily resigns for “good reason,” they would be entitled to a cash payment equal to 12 months of base salary, plus 100% of target bonus, plus the cost of 12 months of COBRA premium payments, with any such payments subject to timely execution of a release of claims in favor of the company and continued compliance with any confidentiality or restrictive covenant obligations. In addition, 100% of his/her outstanding and unvested equity awards will become vested and free of restriction, although if any award requires performance achievement then vesting will be subject to the level of performance that has been achieved as of the date of such qualifying termination of employment. |

  40. Potential Payments upon Termination or Change in Control

    | (4) In the event that Mr. Verma/Ms. Markham is terminated outside of the defined change-in-control period and the termination is for any reason other than by the company for “cause” or voluntarily resigns for “good reason,” they would be entitled to a cash payment of cash equal to 12 months of base salary, plus 100% of prorated target bonus, plus the cost of 12 months of COBRA premium payments, with any such payments subject to timely execution of a release of claims in favor of the company and continued compliance with any confidentiality or restrictive covenant obligations. There would be no acceleration of vesting of outstanding equity awards. |

  41. Potential Payments upon Termination or Change in Control

    For a detailed discussion of our Key Executive Severance and Change in Control Plan, please see “2024 Compensation Program—Generally—Severance and Change in Control Benefits” within the Compensation Discussion and Analysis. Under the 2013 and 2020 Incentive Plans, 100% of each of Mr. Sharma’s options that have not been exercised will become fully vested and immediately exercisable upon a change of control of the company that does not result in an assumption, substitution or payoff of the award by the acquiring company. Mr. Verma and Ms. Markham do not hold any options. In addition, 100% of each named executive officer’s restricted stock units will become fully vested upon a change of control of the company if they are not assumed. The 2022 PRSUs granted to each of the named executive officers’ are not entitled to any vesting in connection with a change of control unless the specific stock price targets are achieved.

  42. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of Sumit Sharma, our Chief Executive Officer, compared to the median of the annual total compensation of our other employees. Pursuant to SEC rules, for 2024 we used the same median employee as had been identified in 2023, the year that our global headcount grew substantially in connection with the acquisition of Ibeo. We determined our median employee in 2023 based on base salary (annualized in the case of full- and part-time employees who joined the company during 2023), bonus, including one-time cash payments and the grant date fair value of equity awards paid or granted during fiscal year 2023 of each of our employees (excluding Mr. Sharma) as of December 31, 2023. All amounts paid in foreign currencies were converted to U.S. dollars based on the annual exchange rate average for the year. The annual total compensation of our median employee for 2024 including base salary, bonus, and equity grant was $102,846. Mr. Sharma’s total compensation for 2024, including base salary, bonus, and equity grant as reported in the Summary Compensation Table was $6,524,977. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 63.4 to 1. Given the different methods that other public companies may use to determine an estimated pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  43. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K (for smaller reporting companies), 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.

  44. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure | | Year (1) | Summary Compensation Total for PEO S. Sharma | Compensation Actually Paid to PEO S. Sharma (2) | Average Summary Compensation Table Total for Non-PEOs | Average 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) | | 2024 | $6,524,977 | $(30,023) | $1,067,804 | $(489,143) | $181.95 | $192.74 | $(96,915) | $1.31 | | 2023 | $4,762,817 | $832,417 | $603,388 | $350,830 | $369.44 | $146.11 | $(82,842) | $2.66 | | 2022 | $8,917,261 | $3,239,661 | $3,016,975 | $1,326,728 | $326.39 | $124.04 | $(53,091) | $2.35 |

  45. Pay Versus Performance

    | (1) The PEO and Non-PEOs for all years were Mr. Sharma as PEO and Mr. Verma and Ms. Markham each as a Non-PEO 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. |

  46. Pay Versus Performance

    | Description of Adjustment | 2024 | 2023 | 2022 | | Summary Compensation Table Total Compensation for PEO S. Sharma | $6,524,977 | $4,762,817 | $8,917,261 | | Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year | $(5,983,750) | $(4,245,000) | $(8,571,000) | | 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 | $2,128,750 | $- | $1,786,400 | | 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 | $1,149,000 | | Adjust for change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $- | $- | $(42,000) | | Compensation Actually Paid to PEO S. Sharma | $(30,023) | $832,417 | $3,239,661 |

  47. Pay Versus Performance

    | Summary Compensation Table Total Compensation for Non-PEOs | $1,067,804 | $603,388 | $3,016,975 | | Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year | (657,938) | $- | $(2,472,000) | | Adjust 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 | $783,544 | $- | $1,020,800 | | 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 | $(1,847,316) | $(225,904) | $(186,987) | | Adjust for change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $212,438 | $3,346 | $(52,060) | | Subtract prior year-end fair value of equity award granted in prior years that failed to vest in the applicable fiscal year | $(47,675) | $- | $- | | Compensation Actually Paid to Non-PEOs | $(489,143) | $350,830 | $1,326,728 |

  48. Pay Versus Performance

    | (3) An investment of $100 is assumed to have been made in our common stock as of December 31, 2019. 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, 2019. | | (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 2024 to company performance: |