Lucid Group, Inc.
For the period ended Jun 5, 2025. Filed Apr 24, 2025.
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Jun 5, 2025 · Filed Apr 24, 2025
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
Lucid Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee previously paid with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Letter to
Stockholders
Turqi Alnowaiser
Board Chairman
Dear Stockholders,
As we gather for our annual meeting, I want to take a moment to reflect on the progress we’ve made together and provide you with an update on the Company’s vision, strategic direction, and the important steps we are taking to build a sustainable and thriving future.
A Vision That Is Unchanged
First and foremost, the core vision of the Company is unchanged. Lucid’s mission remains clear — to advance the state-of-the-art of EV technology for the benefit of all. While leadership transitions are a natural part of a company’s evolution as it matures, we continue to be guided by the same fundamental principles that have shaped our success — a relentless focus on innovation, cutting-edge technology, and a dedication to sustainability.
Our technological vision for the future is firmly in place and we are deeply committed to creating a world where electric vehicles are not just a viable alternative but the superior choice.
Commitment to Stability and Value Creation
As Chairman of the Board, I want to emphasize the Board’s unwavering commitment to ensuring organizational stability and stockholder value creation. Our focus has been, and will continue to be, on maintaining a solid foundation that supports long-term growth and a path to profitability.
Our commitment to you, our valued stockholders, is clear: we will maintain a focus on delivering both stability near-term and sustainable growth over the long-term.
Looking Forward
As Chairman of the Board, I am deeply optimistic about the future of our company. I believe we are in the early stages of a transformational growth journey, backed by a strong vision, unmatched technology, a committed leadership team, and the continued trust of our stakeholders.
The Board and I are excited about the future, and we thank you for your continued trust and support.
Sincerely,
Turqi Alnowaiser
Chairman of the Board
Letter to
Stockholders
Marc Winterhoff
Interim Chief Executive Officer
Dear Stockholders,
This is an exciting time at Lucid Group — our journey to advance the state of the art of EV technology for the benefit of all continues. In 2024, we achieved noteworthy milestones and gained significant momentum. We expanded our production capabilities, introduced groundbreaking advancements in EV technology, launched the Lucid Gravity, achieved four consecutive record quarters of deliveries, and saw significant improvements in several financial metrics. The Lucid Air continues to set new standards in range, performance, and efficiency and we are highly enthusiastic about the early reception of the Lucid Gravity.
These significant achievements would not have been possible without breakthroughs in our Lucid powertrain, engineering, design, and software technologies, which enabled us to further grow our lead against competitors. Our journey to redefine electric mobility has been marked by relentless progress and I am proud of the technology and business advancements we continue to make.
Looking ahead, our focus remains on scaling production, optimizing efficiencies, expanding our partnerships, and continuing to innovate at the highest level. Our midsize vehicles represent the next phase of our mission and our teams are hard at work to bring these vehicles and their supporting technologies to the market.
We also remain fully focused on the long-term goal of creating superior technology to provide solutions that not only meet the needs of today’s consumers but also exceed their expectations. We are committed to bringing to market vehicles that are not just environmentally friendly but also technologically advanced, offering unmatched performance and user experience.
I want to extend my deepest gratitude to our employees for their dedication, our customers for their trust, our stockholders for your confidence in our mission, and the Public Investment Fund for their continued long-term support and partnership. Together, we are shaping the future of electric mobility.
Thank you for being a part of this journey.
Sincerely,
Marc Winterhoff
Interim Chief Executive Officer
Lucid Group, Inc.
Notice of Annual Meeting of Stockholders
to Be Held on June 5, 2025
April 24, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Lucid Group, Inc., a Delaware corporation (“we,” “us,” “Lucid Group,” “Lucid” or the “Company”). The Annual Meeting will be held virtually on June 5, 2025 at 9:00 a.m. (Pacific Time) to consider and vote on the following proposals:
To elect the eight nominees to serve as directors, to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal;
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
To approve, on an advisory basis, the compensation for our named executive officers;
To approve the amendment and restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan; and
To conduct such other business as may properly come before the Annual Meeting or any adjournment thereof.
These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the “Proxy Statement”).
The record date for the Annual Meeting is April 7, 2025 (the “Record Date”). Only stockholders of record of shares of our Class A common stock, par value $0.0001 per share, shares of our Series A convertible preferred stock, par value $0.0001 per share, or shares of our Series B convertible preferred stock, par value $0.0001 per share at the close of business on the Record Date may vote at the Annual Meeting or any postponement or adjournment thereof. You will be able to attend the Annual Meeting remotely by registering at www.proxydocs.com/LCID. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Important Notice Regarding the Availability of Proxy Materials.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on
June 5, 2025 at 9:00 a.m. (Pacific Time)
via the internet at www.proxydocs.com/LCID
The Proxy Statement and the Company’s Annual Report to Stockholders are available at: www.proxydocs.com/LCID.
We have determined that the Annual Meeting will be held in a virtual meeting format only, via the internet. If you plan to participate in the virtual meeting, please see the Questions and Answers section below. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) via the internet.
In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time or date, we will make an announcement, issue a press release or post information at www.lucidmotors.com to notify stockholders, as appropriate. If you have any questions or need assistance in voting your shares, please write to Lucid Investor Relations at 7373 Gateway Boulevard, Newark, CA 94560 or by email at investor@lucidmotors.com.
Brian K. Tomkiel
General Counsel & Secretary
Newark, California
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THOSE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE AT THE ANNUAL MEETING IF YOU ATTEND.
Table of Contents
| · · · Page · | |||||||
|---|---|---|---|---|---|---|---|
| Questions and Answers About These Proxy Materials and Voting | | | | | 1 | | |
| Proposal No. 1: Election of Directors | | | | | 9 | | |
| Information Regarding the Board of Directors and Corporate Governance | | | | | 16 | | |
| Report of the Audit Committee of the Board of Directors | | | | | 24 | | |
| Proposal No. 2: Ratification of the Selection of the Independent Registered Public Accounting Firm | | | | | 25 | | |
| Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers | | | | | 28 | | |
| Proposal No. 4: Approval of the Amendment and Restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan | | | | | 30 | | |
| Equity Compensation Plan Information | | | | | 32 | | |
| Executive Officers | | | | | 41 | | |
| Compensation Discussion and Analysis | | | | | 44 | | |
| Compensation and Human Capital Committee Report | | | | | 61 | | |
| 2024 Summary Compensation Table | | | | | 62 | | |
| · · · Page · | |||||||
|---|---|---|---|---|---|---|---|
| Grants of Plan-Based Awards | | | | | 64 | | |
| Outstanding Equity Awards at Fiscal Year-End | | | | | 65 | | |
| Option Exercises and Stock Vested | | | | | 67 | | |
| Potential Payments Upon Termination or Change in Control | | | | | 68 | | |
| Director Compensation | | | | | 70 | | |
| CEO Pay Ratio | | | | | 72 | | |
| Pay Versus Performance | | | | | 73 | | |
| Security Ownership of Certain Beneficial Owners and Management | | | | | 76 | | |
| Certain Relationships and Related Party Transactions | | | | | 78 | | |
| Other Matters | | | | | 82 | | |
| Annex A — Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan | | | | | A-1 | | |
| Annex B — GAAP Reconciliation | | | | | B-1 | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.