AEye (LIDR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with voting on five key proposals, including director elections, auditor ratification, equity plan amendment, and two advisory stockholder proposals from a dissident group.

• The Board recommends voting for its two director nominees, for KPMG as auditor, for increasing shares under the 2021 Equity Incentive Plan, and against both advisory proposals from the dissident group.

• The dissident group has nominated two alternative director candidates and submitted proposals to declassify the board and reduce authorized shares; the Board opposes these.

• Voting can be done via Internet, phone, or mail using the WHITE universal proxy card; the Board urges shareholders to disregard any materials from the dissident group.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors (Board nominees: Timothy J. Dunn and Sue E. Zeifman) to serve until 2028.

• Proposal 2: Ratify KPMG LLP as independent auditor for fiscal year 2025.

• Proposal 3: Approve an increase of 2,500,000 shares under the 2021 Equity Incentive Plan.

• Proposal 4: Advisory proposal to declassify the board (Board recommends against).

• Proposal 5: Advisory proposal to reduce authorized shares to 20,000,000 (Board recommends against).

• Board recommends voting for its nominees and proposals, and against both dissident proposals.

Board of directors and corporate governance

• Board consists of six directors divided into three classes, with staggered three-year terms.

• Four directors are independent under NASDAQ rules.

• Board diversity matrix provided; one female and five male directors, with varied backgrounds.

• Board met nine times in 2024; all directors attended at least 75% of meetings.

• Committees: Audit, Compensation, Nominating and Corporate Governance, and Strategic Financing and M&A.

• Annual self-assessment and adherence to corporate governance guidelines.