AEye Inc

EXECUTIVE COMPENSATION

This section sets forth the compensation of our principal executive officer and our other two most highly compensated executive officers for the fiscal year ended December 31, 2024 (collectively, our “NEOs”). Our NEOs are:

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. Accordingly, we have not included in this section a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the “Summary Compensation Table” and the “Outstanding Equity Awards at Fiscal Year-End” table below. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” votes.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation of our NEOs for our fiscal year ended December 31, 2024 (referred to herein as fiscal year 2024) and our fiscal year ended December 31, 2023 (referred to herein as fiscal year 2023).

ELEMENTS OF EXECUTIVE COMPENSATION

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective executive team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO’s scope of responsibility and accountability. The base salary paid to each of our NEOs for 2024 is set forth in the “Summary Compensation Table” above.

Annual Cash Bonus

We provide our NEOs with short-term incentive compensation through an annual cash bonus program. The annual cash bonus program holds the NEOs accountable to business and individual objectives, rewards the NEOs based on actual business results, and helps sustain a “pay for performance” culture. For fiscal year 2024, the annual bonus targets were set by our Compensation Committee as follows: for Mr. Fisch, 100% of his base salary; for Mr. Hughes, 65% of his base salary; and for Mr. Tierney, 65% of his base salary.

At the beginning of 2024, our Compensation Committee, on the recommendations of management, set corporate goals and objectives for the year. In early 2025, our Compensation Committee, based on management’s recommendation, determined that management had achieved some, but not all of the corporate goals for 2024 and funded a bonus pool at that level. Each of Messrs. Fisch, Hughes, and Tierney received a percentage of their bonus target, which equated to $437,500 for Mr. Fisch, $218,969 for Mr. Hughes, and $187,688 for Mr. Tierney. However, the Compensation Committee, with input from management, allocated a portion of the total bonus payout for each NEO between cash and the RSUs reflected below. The amounts reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above reflect the cash portion of the short-term incentive compensation, and the amounts reflected in the “Stock Awards” column reflect the equity portion of the short-term incentive compensation for each NEO in fiscal year 2024.

Equity Awards For Fiscal Year 2024

During fiscal year 2024, none of our NEOs received any equity awards, however, each of our NEOs did receive an equity award in early 2025 for performance in 2024 under the Company’s short-term incentive compensation program.

Restricted Stock Units

In early 2025, each of our NEOs received an award of RSUs granted from our 2021 Equity Plan in recognition of achievement under the Company’s short-term incentive compensation program for 2024.

Mr. Fisch received an award of 351,500 RSUs, Mr. Hughes received an award of 58,700 RSUs, and Mr. Tierney received an award of 150,800 RSUs. All of these RSUs vested, in full, as of February 15, 2025.

The Company generally intends to grant annual equity awards pursuant to our 2021 Equity Plan to senior management, including our NEOs.

EMPLOYMENT AGREEMENTS WITH OUR NEOS

Other than a standard Employee Proprietary Information and Invention Agreement (“EPIIA”) that is signed by each of our employees at the commencement of their employment, including our NEOs, we do not have employment agreements with any of our NEOs. Each NEO is employed on at “at-will” basis. However, our Compensation Committee did provide each of our NEOs with a Change in Control Severance Agreement that provides in the event of a defined change in control and a separation from service, also known as a “double trigger,” the NEO would be entitled to 1.5 times annual base pay and target bonus, prorated target bonus for the year in which the separation from service occurred, an acceleration of all granted but unvested equity awards, and paid health insurance premiums for 18 months from the separation of service. In addition, in 2023, our Compensation Committee provided each of our NEOs with a retention agreement that provides each NEO with a lump sum payment equal to each NEOs respective annual base salary if the NEO remains employed by us and maintains satisfactory job performance through December 31, 2024. Each of our NEOs satisfied the conditions required by the retention agreements and were paid the lump sum payment equal to each NEOs respective annual base salary.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2024.

RETIREMENT PLAN AND EMPLOYEE BENEFITS

All of our U.S. employees are eligible to participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance, and a 401(k) plan with Company contributions. Our NEOs are eligible to participate in these plans on the same basis as our other employees and do not participate in executive level benefit programs. Other than our 401(k) plan, we do not sponsor or maintain any deferred compensation or retirement plans. The Company contributions to the 401(k) plan on behalf of each NEO in fiscal year 2024 are included in the “Summary Compensation Table” above under the column “All Other Compensation.”

TERMINATION AND CHANGE IN CONTROL PROVISIONS

Employment Agreements with our NEOs

A description of the severance payments and benefits to be provided to our NEOs, including in respect of equity awards held by our NEOs, in connection with certain terminations of employment both in connection with a change in control and not in connection with a change in control, is set forth in “Employment Agreements with our NEOs” above.