Lucid Group Inc

This non-binding proposal asks stockholders to approve, on an advisory basis, the compensation paid to Lucid’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval to confirm that its pay-for-performance framework, which for 2025 emphasized performance-based equity (PSUs) and a mix of RSUs, is acceptable to investors and to provide feedback for future design choices. The vote is advisory only under the Dodd-Frank Act, but the Compensation and Human Capital Committee has stated it will consider the outcome when setting future compensation. Contextually, Lucid used a mix of multi-year PSUs linked to deliveries, gross margin and free cash flow, and time-based RSUs for retention; target award levels for new hires and interim executives were sizable (e.g., multi‑million dollar RSU/PSU packages), reflecting recruiting and retention needs in a competitive market. The board argues the program aligns pay with strategic milestones (e.g., delivery growth, free cash flow improvement and product validation milestones) and balances short- and long-term incentives; it also highlights governance safeguards such as an independent compensation committee and an independent compensation consultant. Key stockholder considerations include the scale of individual grants (which can be large for senior hires), the historical payout under performance metrics (2025 metrics produced below-target PSU payouts for some components due to gross margin shortfalls), and the non-binding nature of the vote which means management can continue to set pay even if the measure fails. In evaluating the proposal, sophisticated investors should weigh whether the performance metrics and multi-year structures sufficiently tie compensation to durable value creation, whether retention needs justify the grant sizes, and whether disclosure on metric calibration and recoupment policies provides adequate protection against misaligned pay. The board’s recommendation to vote FOR is grounded in its view that the program supports talent retention and aligns executives to the company’s path to scale and profitability, but investors should scrutinize dilution, realized pay versus realized performance, and future grant practices when forming a voting decision.

This management proposal requests shareholder approval to increase Lucid’s equity plan reserve by 23.5 million shares (to 61,366,924 shares) through an amendment and restatement of the Amended and Restated 2021 Stock Incentive Plan. Management says the increase is intended to support new-hire and annual grant practices through June 2027 and to provide flexibility to continue to attract and retain employees via competitive equity awards. The board quantifies the proposed increase as representing approximately 7.12% of common shares outstanding as of March 15, 2026 and discloses that the company’s three-year average dilution and burn-rate metrics were moderate (three‑year average dilution 3.54%; burn rate 4.19%), but that the Amended Plan would raise overhang to an estimated 11.89% if approved. The Compensation and Human Capital Committee evaluated historic usage, burn rate and business needs and concluded the requested share pool is advisable to support planned hiring and incentive programs; the Board also notes directors and executive officers are eligible to receive awards under the plan and therefore have a substantial interest in approval. If stockholders do not approve the proposal, management warns shares available under the current plan will be insufficient to support the company’s annual grant cycle and the Board would need to consider alternative arrangements such as cash-based awards, which it says would harm Lucid’s ability to hire and retain necessary talent. Investors evaluating this proposal should weigh the practical need for additional reserved shares to fund compensation and retention against the potential dilution and overhang impacts, compare the requested increase to historical grant utilization and company growth plans, and consider governance safeguards (no repricing without shareholder approval, clawback policy, independent compensation committee and consultant). Given the material size of the requested increase and the fact that it will be used for broad-based awards (not just to executives), a sophisticated evaluation should also assess grant practices, expected recipient mix (hiring, employee population, executive/board allocations), and whether projected hires and planned award sizes reasonably justify the share request.