SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On November 7, 2023, Lucid Group, Inc. (“Lucid” or the “Company”) announced the appointment of Marc Winterhoff as Lucid’s Chief Operating Officer, effective as of December 4, 2023. Mr. Winterhoff will report to Peter Rawlinson, the Company’s Chief Executive Officer and Chief Technology Officer.
Mr. Winterhoff, 55, has been employed by Roland Berger Holding GmbH (“Roland Berger”), an international management consultancy, since October 2011, most recently as a Partner in its North America automotive practice. Prior to joining Roland Berger, Mr. Winterhoff held various roles in international consulting and the software industry. Mr. Winterhoff graduated with a master's degree in electrical and electronics engineering and management from the Technische Universität Darmstadt.
In connection with his appointment, Mr. Winterhoff will receive the following compensation: (i) an annual base salary of $595,000; (ii) commencing in 2024, a target bonus opportunity of 90% of his base salary; (iii) a cash signing bonus in the amount of $3,350,000 (a portion of which is intended to make him whole for certain compensation that he is forfeiting in connection with his departure from his current employer), which will be subject to clawback provisions through August 1, 2027; (iv) an award of restricted stock units with a grant value of $3,000,000, premium-priced stock options with a grant value of $1,000,000, and performance stock units (with such performance stock units to be granted in 2024 at the same time that performance stock units are granted in 2024 to other executives) with a grant value of $6,000,000, in each case, granted pursuant to the Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan with vesting terms substantially consistent with those applicable to equity awards granted to other senior executives, and providing for accelerated vesting protections upon a termination without cause or resignation following a constructive termination; (v) eligibility to participate in the Lucid Group, Inc. Executive Severance Benefit Plan and to receive a pro rata bonus upon a termination without cause or resignation following a constructive termination; and (vi) relocation assistance.
There is no arrangement or understanding with any person pursuant to which Mr. Winterhoff was appointed as Chief Operating Officer, and there are no family relationships between Mr. Winterhoff and any director or executive officer of Lucid. Additionally, there are no transactions between Mr. Winterhoff and Lucid and/or its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.
The foregoing summary is qualified in its entirety by reference to Mr. Winterhoff’s offer letter, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: November 14, 2023|
|Lucid Group, Inc.|
|By:||/s/ Sherry House|
|Chief Financial Officer|