LUCID GROUP INC (LCID)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LUCID GROUP INC · Meeting: June 4, 2026
Directors FOR
6
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Alnowaiser has served since 2019 and bears full accountability for Lucid's catastrophic stock underperformance — the stock has lost 91% over three years while the company's own disclosed peer group gained a median of 33.4%, a gap of 124 percentage points that far exceeds the 20-point trigger threshold; the five-year record is equally damaging (-60.8pp gap vs the same 20pp threshold), so the longer-term mitigant does not apply.
Mr. Liveris has served since 2019, giving him full overlap with Lucid's severe stock underperformance (3yr gap of -124pp vs peers, well above the 20pp trigger), and the five-year record is equally poor (-60.8pp gap), so the mitigant does not apply; additionally, he sits on four public company boards — Lucid, IBM, Saudi Aramco, and WorleyParsons — which meets the overboarding threshold of four or more seats that independently triggers a No vote.
Ms. Maynard-Elliott has served since July 2021, providing substantial overlap with the three-year underperformance period during which Lucid's stock fell 91% while peers gained a median of 33.4%; the five-year gap of -60.8pp also exceeds the 20pp threshold, so the longer-term mitigant does not rescue the vote.
For Analysis
Mr. Grimm joined the board in 2025 and is exempt from the TSR underperformance trigger under the 24-month new-director exemption; he brings extensive automotive industry executive experience relevant to Lucid's business.
Mr. Kansal is a new nominee with no prior board tenure at Lucid and is therefore exempt from the TSR trigger; his product management background at Uber and other technology companies is relevant to Lucid's software and mobility strategy.
Ms. Lambert joined the board in April 2024 and is within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings relevant investment, technology, and financial expertise.
Mr. Napoli joined the board in April 2026 and is fully exempt from the TSR trigger under the 24-month new-director exemption; as the incoming CEO he is non-independent but that does not independently trigger a No vote under policy, and his extensive global industrial leadership background is directly relevant to Lucid's operational needs.
Ms. Nouri joined in April 2023, meaning her tenure covers only the final portion of the three-year underperformance window; policy calls for flagging but not automatically voting No when a director's tenure covers less than half the underperformance period, and given her limited time on the board the trigger is not applied as a hard No.
Mr. Winitzer joined in April 2023, covering only the tail end of the three-year underperformance window; consistent with policy, this is flagged but does not automatically result in a No vote when tenure overlaps less than half the underperformance period.
AGAINST votes are warranted for Turqi Alnowaiser, Andrew Liveris, and Nichelle Maynard-Elliott, who have served since 2019 or 2021 and bear full accountability for Lucid's catastrophic underperformance — the stock lost 91% over three years while the company's own peer group gained a median of 33.4%, a gap of 124 percentage points far exceeding the 20-point policy threshold; Liveris also triggers the overboarding rule with four public company board seats. Newer directors (Grimm, Lambert, Napoli, Kansal) are exempt under the 24-month new-director rule. Nouri and Winitzer (both since April 2023) are flagged but receive FOR votes as their tenure covers less than half the underperformance period.
Say on Pay
✗ AGAINSTCEO
Marc Winterhoff
Total Comp
$9,708,987
Prior Support
N/A
Lucid's stock has fallen 91% over three years while the company's own disclosed peer group returned a median of positive 33.4% — a gap of 124 percentage points — yet the compensation program delivered above-market incentive pay through generous equity awards, creating a clear disconnect between what executives received and what shareholders experienced. Equity dilution from executive awards averaged 3.54% annually over the past three fiscal years with a burn rate of 4.19%, both above the 2-3% red flag threshold in the policy, indicating that the equity program is consuming shareholder value at an excessive rate. While Lucid does include performance-based stock awards in its equity mix and can point to operational milestones in 2025, the overall pay-for-performance alignment fails the policy test when above-benchmark incentive pay coincides with such severe multi-year underperformance relative to peers.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
3 yrs
Audit Fees
$5,119,574
Non-Audit Fees
$122,200
KPMG has served since June 2023 (approximately three years), well below the 25-year tenure threshold; non-audit fees of $122,200 represent only about 2.4% of audit fees of $5,119,574, far below the 50% independence concern threshold; and KPMG is a Big 4 firm appropriate for a company of Lucid's size and complexity.
Overall Assessment
This ballot presents significant governance concerns at Lucid Group, where shareholders have suffered a 91% stock loss over three years while the company's own peers gained a median of 33.4%; AGAINST votes are warranted for three long-tenured directors (Alnowaiser, Liveris, Maynard-Elliott) due to severe TSR underperformance, with Liveris also flagged for overboarding, and Say on Pay also receives an AGAINST vote due to pay-for-performance misalignment and elevated equity dilution. The auditor ratification is the only proposal receiving a straightforward FOR, as KPMG is a recently engaged Big 4 firm with a clean fee structure.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing