AEye (LIDR) Proxy filing summary

Executive summary

• Achieved 15% revenue growth in 2025, reaching $233,000, with a commercial pipeline of over 700 prospects and 16 active customers, up from 12 in Q3 2025.

• Ended 2025 with nearly $90 million in cash, providing operational runway into 2028 and supporting a capital-light growth strategy.

• Secured major OEM selection for Apollo, launched STRATOS ultra-long-range sensor, and expanded partnerships with NVIDIA and LITEON for manufacturing and ecosystem growth.

• Priorities for 2026 include converting pipeline to volume commitments, scaling products across verticals, broadening OEM penetration, and maintaining disciplined financial execution.

Voting matters and shareholder proposals

• Election of two Class II directors (Matthew Fisch and Doron Simon) for terms expiring in 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval to increase shares issuable under the 2021 Equity Incentive Plan by 6,750,000 shares.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

Board of directors and corporate governance

• Board will consist of six directors post-2026 meeting, divided into three classes with staggered three-year terms.

• 57% of directors are independent; average director age is 63, with diverse backgrounds in technology, automotive, finance, and marketing.

• Four standing committees: Audit, Compensation, Nominating & Corporate Governance, and Strategic Financing & M&A.

• Annual board and committee self-assessments, executive sessions of independent directors, and robust communication channels with shareholders.