Lucid Group, Inc.
For the period ended Jun 4, 2026. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 23, 2026
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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:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under § 240.14a-12
(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):
x No fee required.
o Fee previously paid with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
| Letter toStockholdersTurqi AlnowaiserBOARD CHAIRMAN | Dear Stockholders, As we approach this year’s annual meeting, I'd like to reflect on our progress over the last year and share an update on our strategic priorities as we continue building a company positioned for long-term success. Leadership for the Next Chapter One of the Board’s most important responsibilities is to ensure Lucid has the right leadership to guide the company through its next stage of growth. Following a comprehensive global search, we have appointed Silvio Napoli as Lucid’s next CEO. Silvio brings extensive experience leading global, technology-driven organizations, with a proven history in manufacturing excellence, growth, and customer service. We are confident in his ability to lead Lucid as we accelerate toward profitable growth and shareholder value creation. We also thank Marc Winterhoff for his leadership during this transition and are pleased he will continue serving as COO upon Silvio assuming the CEO role. I'm confident our expanded leadership team and continuity will benefit Lucid and shareholders as we execute against our strategy. Path to Profitability We have taken important steps to strengthen our balance sheet and support our path to scale and profitability. Lucid has reinforced its capital position and formed new, capital-efficient strategic partnerships that accelerate our speed to market. While we continue to navigate a dynamic environment, our focus remains on disciplined execution, expanding the reach of the award-winning Lucid Air and Lucid Gravity, thoughtful capital allocation, and building a resilient business. Software-enabled innovation, autonomy, and broader mobility applications also represent emerging and promising opportunities. Looking Forward As we prepare our new Midsize vehicles designed for scale and efficiency, we believe these products will propel Lucid into higher volume premium segments of the global automotive market. Backed by a clear vision, differentiated technology, and strong leadership, it's clear Lucid has a bright future ahead. We believe our industry-leading innovation, new products and expanding revenue opportunities will position Lucid for long-term success. On behalf of the Board, thank you for your continued trust and support. Sincerely, Turqi Alnowaiser Chairman of the Board |
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Notice of Annual Meeting of Stockholders
to Be Held on June 4, 2026
April 23, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 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 4, 2026 at 9:00 a.m. (Pacific Time) to consider and vote on the following proposals:
- To elect the nine nominees to serve as directors, to hold office until the 2027 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
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 6, 2026 (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 4, 2026 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 & Corporate 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 | 15 |
| Report of the Audit Committee of the Board of Directors | 23 |
| Proposal No. 2: Ratification of the Selection of the Independent Registered Public Accounting Firm | 24 |
| Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers | 26 |
| Proposal No. 4: Approval of the Amendment and Restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan | 28 |
| Equity Compensation Plan Information | 30 |
| Executive Officers | 39 |
| Compensation Discussion and Analysis | 42 |
| Compensation and Human Capital Committee Report | 62 |
| 2025 Summary Compensation Table | 63 |
| 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 |
| Other Matters | 87 |
| Annex A — Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan | A-1 |
| Annex B — GAAP Reconciliation | B-1 |
| 2026 Proxy Statement | 1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.