Date and Time: | | | May 3, 2023, at 8:00 a.m., Pacific Time. | |||
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Place: | | | One Park Place, Dublin, California. | |||
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Items of Business: | | | 1. | | | To elect two (2) Class II directors, Luis C. Dussan and Matthew Fisch, each to hold office until our Annual Meeting of Stockholders in 2026 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal; |
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| | 2. | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; | |
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| | 3. | | | To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock; | |
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| | 4. | | | To approve an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan; | |
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| | 5. | | | To approve an amendment to our Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law; and | |
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| | 6. | | | To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. | |
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| | The foregoing items of business are more fully described in the proxy statement accompanying this Notice. | ||||
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| | Our Board of Directors unanimously recommends that you vote “FOR” the Class II director nominees named in Proposal One, “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal Two, “FOR” the approval of an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock as described in Proposal Three, “FOR” the approval of an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan as described in Proposal Four, and “FOR” the approval of an amendment to our Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law as described in Proposal Five. | ||||
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Record Date: | | | The Board of Directors set March 10, 2023 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. | |||
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Voting: | | | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone, or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement. |
• | Proposal 1: To elect two (2) Class II directors, Luis C. Dussan and Matthew Fisch, each to hold office until our Annual Meeting of Stockholders in 2026 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal; |
• | Proposal 2: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; |
• | Proposal 3: To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock; |
• | Proposal 4: To approve an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan; and |
• | Proposal 5: To approve an amendment to our Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. |
• | “For” the election of two (2) Class II directors, Luis C. Dussan and Matthew Fisch, each to hold office until our Annual Meeting of Stockholders in 2026 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal; |
• | “For” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; |
• | “For” the approval of an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock; |
• | “For” the approval of an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan; and |
• | “For” the approval of an amendment to our Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. |
• | not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; |
• | only two years of audited financial statements are required in addition to any required interim financial statements, and correspondingly reduced disclosure in management’s discussion and analysis of financial condition and results of operations; and |
• | (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation. |
Name | | | Age | | | Position(s) | | | Classification (Term Expiration) |
Luis C. Dussan | | | 48 | | | Director, Nominee, Chief Technology Officer, and founder | | | Class II (2026)* |
Matthew Fisch | | | 54 | | | Director, Nominee, and Chief Executive Officer | | | Class II (2026)* |
Carol DiBattiste | | | 71 | | | Director and Chairperson of the Board | | | Class III (2024) |
Prof. Dr. Bernd Gottschalk | | | 79 | | | Director | | | Class III (2024) |
Timothy J. Dunn | | | 65 | | | Director | | | Class I (2025) |
Wen H. Hsieh | | | 50 | | | Director | | | Class I (2025) |
Sue E. Zeifman | | | 68 | | | Director | | | Class I (2025) |
* | Term expiration assuming reelection. |
| Board Diversity Matrix as of March [20], 2023 | | ||||||
| | | Female | | | Male | | |
| Total Number of Directors | | | 7 | | |||
| Part I: General Identity | | | | | | ||
| Directors | | | 2 | | | 5 | |
| Part II: Demographic Background | | | | | | ||
| Asian | | | — | | | 1 | |
| White | | | 2 | | | 3 | |
| Two or More Races or Ethnicities | | | — | | | 1 | |
| Name (Class) | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
| Carol DiBattiste (Class III)* | | | M | | | M | | | M | |
| Prof. Dr. Bernd Gottschalk (Class III) | | | M | | | | | C | | |
| Timothy J. Dunn (Class I) | | | C | | | C | | | | |
| Wen H. Hsieh (Class I) | | | M | | | | | | ||
| Sue E. Zeifman (Class I) | | | | | | | |
• | reviewing the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary; |
• | reviewing our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm; |
• | reviewing our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; |
• | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | having the sole discretion to annually appoint our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm; and |
• | reviewing and approving in advance any proposed related party transactions. |
• | reviewing, modifying, and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; |
• | reviewing and recommending to our Board of Directors the salaries, benefits, and equity incentive grants provided to our executive officers and directors; |
• | reviewing and approving corporate goals and objectives relevant to executive officer compensation, evaluating executive officer performance in light of those goals and objectives, and determining executive officer compensation based on that evaluation; |
• | reviewing and approving the terms of any employment agreements, severance arrangements, changing in control protections, and any other compensatory arrangements for our executive officers; and |
• | overseeing our compensation and employee benefit plans. |
• | reviewing the performance of our board of directors and making recommendations to our board of directors regarding the selection of candidates, qualification and competency requirements for service on our board of directors, and the suitability of proposed nominees as directors; and |
• | advising our board of directors with respect to the corporate governance principles applicable to us; and |
• | overseeing the evaluation of our board of directors and management. |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total ($) |
Carol DiBattiste | | | $130,833 | | | $139,376 | | | $270,209 |
Timothy J. Dunn | | | $— | | | $215,924 | | | $215,924 |
Prof. Dr. Bernd Gottschalk | | | $55,000 | | | $153,482 | | | $208,482 |
Wen H. Hsieh | | | $60,000 | | | $139,376 | | | $199,376 |
Dr. Karl-Thomas Neumann(2) | | | $32,500 | | | $— | | | $32,500 |
Sue E. Zeifman | | | $145,833 | | | $331,822 | | | $477,655 |
(1) | Represents the aggregate grant date fair value of stock awards granted, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB Topic 718”). The stock awards granted in 2022 consisted of grants of restricted share units (“RSUs”) granted pursuant to our 2021 Equity Plan (as defined below) as initial grants for providing board service or an annual grant for continuation of board service. Each of Ms. DiBattiste, Mr. Dunn, Prof. Dr. Gottschalk, and Mr. Hsieh received 33,106 RSUs for continued board service on May 10, 2022, which will vest on the earlier of the one-year anniversary of the grant or the date of our 2023 Annual Meeting. In addition, Mr. Dunn elected to receive all of his cash compensation for board service in the form of immediately vested equity and received 3,695 shares on January 13, 2022, 3,705 shares on April 1, 2022, 10,981 shares on July 1, 2022, and 18,256 shares on October 1, 2022. Prof. Dr. Gottschalk elected to receive a portion of his cash compensation for board service in the form of immediately vested equity and received 3,660 shares on July 1, 2022 and 6,443 shares on October 1, 2022. Ms. Zeifman received an initial equity grant of 90,021 RSUs on January 17, 2022, that will vest in three equal annual installments, subject to continued service, on January 17, 2023, January 17, 2024, and January 17, 2025. Ms. Zeifman also received 2,500 RSUs, which vested at grant, for her service on the Marketing Committee, on each of March 31, 2022, June 30, 2022, September 30, 2022, and December 2, 2022. |
(2) | Dr. Neumann resigned from our Board of Directors effective as of May 10, 2022. |
• | $50,000 annual cash retainer for service as a board member and an additional annual cash retainer of $60,000 for service as non-executive chair of our Board of Directors; |
• | $10,000 annual cash retainer for service as a member of the Audit Committee and $20,000 annual cash retainer for service as chair of the Audit Committee (in lieu of the committee member service retainer); |
• | $7,500 annual cash retainer for service as a member of the Compensation Committee and $15,000 annual cash retainer for service as chair of the Compensation Committee (in lieu of the committee member service retainer); and |
• | $5,000 annual cash retainer for service as a member of the Nominating and Corporate Governance Committee and $10,000 annual cash retainer for service as chair of the Nominating and Corporate Governance Committee (in lieu of the committee member service retainer). |
For the Year Ended December 31, | | | 2022 | | | 2021 |
Audit fees | | | $2,530,000 | | | $3,037,618 |
Tax fees | | | $87,000 | | | $114,810 |
Total | | | $2,617,000 | | | $3,152,428 |
• | All stock options and SARs held by the participant which were exercisable immediately prior to the participant’s termination of service with us other than for Cause (as defined in our 2021 Equity Plan) will, except as otherwise set forth in the option award agreement, remain exercisable for the lesser of (i) three (3) months, or (ii) the period ending on the latest date such stock option or SAR could have been exercised; |
• | All stock options and SARs held by the participant which were exercisable immediately prior to the participant’s termination of service with us due to death will remain exercisable for the lesser of (i) the one-year period ending with the first anniversary of the participant’s termination, or (ii) the period ending on the latest date on which such stock option or SAR could have been exercised (provided that a participant’s service will be deemed to have terminated due to death if the participant dies within three (3) months (or such other period provided by the participant’s award agreement) after the participant’s termination of service); and |
• | All stock options and SARs held by a participant which were exercisable immediately prior to the participant’s termination of service with us due to Disability (as defined in our 2021 Equity Plan) will remain exercisable for the lesser of (i) the one (1) year period ending with the first anniversary of the participant’s termination, or (ii) the period ending on the latest date on which such stock option or SAR could have been exercised. |
(i) | any “person” becomes the “beneficial owner,” directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total fair market value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the effective date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a participating company, or (E) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or |
(ii) | a transaction in which the stockholders of the Company immediately before the transaction do not retain immediately after the transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of directors; or |
(iii) | a date specified by the “committee” following approval by the stockholders of a plan of complete liquidation or dissolution of the Company; |
Name | | | Stock Options (Number of Shares) | | | Restricted Stock Units (Number of Shares) |
Blair B. LaCorte(1) | | | 0 | | | 0 |
Luis C. Dussan | | | 0 | | | 253,334 |
Andrew S. Hughes | | | 0 | | | 1,300,053 |
All current executive officers as a group | | | 0 | | | 3,445,023 |
All Non-Employee Directors | | | 0 | | | 305,298 |
All other employees | | | 0 | | | 7,350,447 |
Total | | | 0 | | | 11,100,768 |
(1) | Mr. LaCorte resigned as our Chief Executive Officer as of February 13, 2023 and resigned as an employee as of March 1, 2023. On March 1, 2023, all of his unvested RSUs were cancelled. |
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans | |
Equity compensation plans approved by security holders: | | | | | | | |||
2021 Equity Incentive Plan | | | 11,954,225(1) | | | $0 | | | 8,948,884(2) |
2016 Stock Plan | | | 23,395,093(3) | | | $0.55 | | | 0(4) |
2014 US LADAR Inc. Equity Incentive Plan | | | 2,815,318(5) | | | $0.10 | | | 0(6) |
2022 Employee Stock Purchase Plan | | | 0 | | | $0 | | | 2,000,000(7) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 38,164,636 | | | | | 10,948,884 |
(1) | Represents 11,954,225 shares of common stock issuable upon the settlement of outstanding restricted stock units granted under the 2021 Equity Incentive Plan as of December 31, 2022. As of March 10, 2023, no stock options had been issued under the 2021 Equity Incentive Plan. |
(2) | To the extent that outstanding awards under the 2021 Equity Incentive Plan are forfeited, canceled, reacquired by the Company, satisfied without the issuance of shares of common stock, or are otherwise terminated (other than by exercise or vesting), such shares subject to such awards will be available for future issuance under the 2021 Equity Incentive Plan. In addition, the number of shares of common stock reserved for issuance under the 2021 Equity Incentive Plan were increased by 4,892,973 shares after December 31, 2022, representing 3% of the common stock issued and outstanding calculated on a fully diluted basis as of December 31, 2022, and will be cumulatively increased on each January 1 hereafter, through and including January 1, 2031, by a number of shares of common stock of up to 3% of the number of shares of common stock issued and outstanding calculated on a fully-diluted basis on the immediately preceding December 31. The number here does not reflect the increase in shares available for grant occurring after December 31, 2022. |
(3) | Represents 23,395,093 shares of common stock issuable upon settlement of outstanding restricted share units and shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2022 under the 2016 Stock Plan. To the extent that outstanding awards under the 2016 Stock Plan are forfeited, canceled, reacquired by the Company, satisfied without the issuance of shares of common stock, or are otherwise terminated (other than by exercise or vesting), such shares subject to such awards will not be available for future issuance under the 2016 Stock Plan or any other equity plan. |
(4) | No further shares of common stock will be issued under the 2016 Stock Plan. |
(5) | Represents 2,815,318 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2022 under the 2014 US LADAR Inc. Equity Incentive Plan. To the extent that outstanding awards under the 2014 US LADAR Inc. Equity Incentive Plan are forfeited, canceled, reacquired by the Company, satisfied without the issuance of shares of common stock, or are otherwise terminated (other than by exercise or vesting), such shares subject to such awards will be not be available for future issuance under the 2014 US LADAR Inc. Equity Incentive Plan or any other equity plan. |
(6) | No further shares of common stock will be issued under the 2014 US LADAR Inc. Equity Incentive Plan. |
(7) | As of December 31, 2022, no shares had been purchased under the 2022 Employee Stock Purchase Plan. |
Name | | | Age | | | Position(s) |
Matthew Fisch | | | 54 | | | Chief Executive Officer and Director |
Robert A. Brown | | | 58 | | | Chief Financial Officer and Treasurer |
Luis C. Dussan | | | 48 | | | Chief Technology Officer, Director, and founder |
Andrew S. Hughes | | | 57 | | | General Counsel and Secretary |
T.R. Ramachandran | | | 52 | | | Chief Operating Officer |
• | Blair B. LaCorte, our former Chief Executive Officer; |
• | Luis C. Dussan, our Chief Technology Officer and founder; and |
• | Andrew S. Hughes, our General Counsel and Secretary. |
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All other compensation ($)(3) | | | Total Compensation ($) |
Blair B. LaCorte(4) Former Chief Executive Officer | | | 2022 | | | $600,000 | | | $366,000 | | | — | | | $42,000 | | | $21,779 | | | $1,029,779 |
| 2021 | | | $366,667 | | | $5,183,043 | | | — | | | $631,250 | | | $45,740 | | | $6,226,700 | ||
Luis C. Dussan Chief Technology Officer and founder | | | 2022 | | | $380,000 | | | $1,817,616 | | | — | | | $308,000 | | | $18,026 | | | $2,523,641 |
Andrew S. Hughes General Counsel and Secretary | | | 2022 | | | $350,000 | | | $1,809,200 | | | | | $16,000 | | | $19,624 | | | $2,194,824 | |
| 2021 | | | $174,824 | | | $7,179,984 | | | — | | | $197,417 | | | $17,577 | | | $7,569,782 |
(1) | Represents the aggregate grant date fair value of stock awards granted, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB Topic 718”). The 2022 stock awards consist of grants of restricted stock share units (“RSUs”) granted pursuant to the AEye, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). Terms of the 2022 RSUs are summarized in “Elements of Executive Compensation—Equity Awards During 2022,” below. The fair value of each RSU is measured based on the closing price of our common stock on the date of grant. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
(2) | Represents amounts earned for 2022 under our annual cash bonus program (see “Elements of Executive Compensation – Annual Cash Bonus,” below), except for Mr. Dussan. On October 9, 2021, our Board of Directors approved a retention bonus for Mr. Dussan for 2022, which provided that should Mr. Dussan remains employed by us through December 10, 2022, he would be paid a cash bonus of $440,000. Prior to the payment of the 2022 retention bonus, Mr. Dussan agreed with our Board of Directors to accept 70%, or $308,000, of the 2022 retention bonus in cash, and 30%, or $132,000, in immediately vested equity. Pursuant to that agreement, Mr. Dussan was paid $308,000 on or about December 22, 2022 and received 139,482 shares of immediately vested equity on December 11, 2022. |
(3) | Represents the Company’s contribution to each NEO’s account in the Company’s 401(k) plan and, in the case of Mr. LaCorte, $5,000 towards medical diagnostic tests and equipment, plus a $1,529 tax gross-up of that amount; in the case of Mr. Dussan, $2,499 towards medical diagnostic tests and equipment, plus a $277 tax gross-up of that amount; and in the case of Mr. Hughes, $2,903 towards medical diagnostic tests and equipment, plus a $691 tax gross-up of that amount, and a $780 reimbursement for mobile phone usage. |
(4) | Mr. LaCorte resigned as our Chief Executive Officer effective as of February 13, 2023. |
| | Option-based awards | | | Share-based awards | ||||||||||||||||
Name | | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | | | Option exercise price ($) | | | Option expiration date | | | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) |
Blair B. LaCorte | | | 51 | | | — | | | — | | | $0.1747 | | | 09/17/2028 | | | | | ||
| | 104,183 | | | 4,342 | | | — | | | $0.6235 | | | 02/27/2029 | | | | | |||
| | 8,524 | | | 2,324 | | | — | | | $0.6235 | | | 07/01/2029 | | | | | |||
| | 9,190 | | | — | | | — | | | $0.6262 | | | 04/09/2030 | | | | | |||
| | 21,191 | | | — | | | — | | | $0.6262 | | | 04/09/2030 | | | | | |||
| | 4,684,923 | | | 1,517,905 | | | — | | | $0.6262 | | | 09/30/2030 | | | | | |||
| | 98,941 | | | 153,053 | | | — | | | $0.6262 | | | 09/30/2030 | | | | | |||
| | | | | | | | | | | | 815,516 | | | $392,263 | ||||||
| | | | | | | | | | | | 300,000 | | | $144,300 | ||||||
Luis C. Dussan | | | | | | | | | | | | | 285,000 | | | $137,085 | |||||
Andrew S. Hughes | | | | | | | | | | | | | 125,577 | | | $60,403 | |||||
| | | | | | | | | | | | 833,533 | | | $400,929 | ||||||
| | | | | | | | | | | | 285,000 | | | $137,085 | ||||||
| | | | | | | | | | | | 100,000 | | | $48,100 |
(1) | The value of each unvested restricted stock unit is based on the closing price of our common stock on December 31, 2022, which was $0.481. |
• | each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of the common stock; |
• | each Named Executive Officer and director of the Company; and |
• | all current executive officers and directors of the Company, as a group. |
Name and Address of Beneficial Owner(1) | | | Number of Shares of Common stock | | | Percent Owned |
Directors and Named Executive Officers: | | | | | ||
Carol DiBattiste(2) | | | 71,617 | | | * |
Timothy J. Dunn(3) | | | 177,194 | | | * |
Luis C. Dussan(4) | | | 18,863,609 | | | 11.18% |
Matthew Fisch(5) | | | 500,000 | | | * |
Prof. Dr. Bernd Gottschalk(6) | | | 198,222 | | | * |
Wen H. Hsieh(7) | | | 47,213 | | | * |
Sue E. Zeifman(8) | | | 47,507 | | | * |
Andrew S. Hughes(9) | | | 457,215 | | | * |
All directors and executive officers as a group (10 individuals)(10) | | | 22,644,089 | | | 13.42% |
Five Percent Holders: | | | | | ||
KPCB XVI Associates LLC(11) | | | 16,300,697 | | | 9.66% |
General Motors Ventures LLC(12) | | | 14,064,191 | | | 8.33% |
* | Less than 1%. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o AEye, Inc., One Park Place, Suite 200, Dublin, CA 94568. |
(2) | Consists of 38,511 shares of common stock held of record by Ms. DiBattiste and 33,106 shares of common stock subject to equity awards held by Ms. DiBattiste that are expected to vest within 60 days of March 10, 2023. |
(3) | Consists of 96,970 shares of common stock held of record by Mr. Dunn, 28,514 shares of common stock held of record by the Dunn Family Trust U/A/D 7/10/2001, for which Mr. Dunn serves as a trustee, options to purchase 18,604 shares of common stock that have vested within 60 days of March 10, 2023, and 33,106 shares of common stock subject to equity awards held by Mr. Dunn that are expected to vest within 60 days of March 10, 2023. |
(4) | Consists of 174,865 shares of common stock held of record by Mr. Dussan, 17,236,664 held by the Luis Dussan Trust A U/A/D 5/18/2022, for which Mr. Dussan is the trustee and beneficiary, 1,080,000 held by the Jennifer Dussan Trust A U/A/D 5/18/2022, for which Mr. Dussan’s spouse is the beneficiary and Mr. Dussan is the trustee, 372,080 shares of common stock held of record by the Luis Carlos Dussan Family Trust dated January 20, 2021, however, with respect to the shares held in this trust, Mr. Dussan disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(5) | Consists of 0 shares held of record by Mr. Fisch and 500,000 shares of common stock subject to equity awards held by Mr. Fisch that are expected to vest within 60 days of March 10, 2023. |
(6) | Consists of 90,700 shares of common stock held of record by Prof. Dr. Gottschalk and option to purchase 74,416 shares of common stock and 33,106 shares of common stock subject to equity awards held by Prof. Dr. Gottschalk that are expected to vest, or have vested, within 60 days of March 10, 2023. |
(7) | Consists of 14,107 shares of common stock held of record by Mr. Hsieh and 33,106 shares of common stock subject to equity awards held by Mr. Hsieh that are expected to vest within 60 days of March 10, 2023. |
(8) | Consists of 47,507 shares of common stock held of record by Ms. Zeifman. |
(9) | Consists of 398,881 shares of common stock held of record by Mr. Hughes and 58,334 shares of common stock subject to equity awards held by Mr. Hughes that are expected to vest within 60 days of March 10, 2023. |
(10) | Consists of 19,868,238 shares of common stock held of record and 2,775,851 shares of common stock subject to equity awards that are expected to vest and/or be exercisable within 60 days of March 10, 2023. |
(11) | Based solely on the Schedule 13G filed on February 11, 2022 filed by (i) Kleiner Perkins Caufield & Byers XVI, LLC (“KPCB XVI”), (ii) KPCB XVI Founders Fund, LLC (“KPCB XVI Founders”), (iii) KPCB XVI Associates, LLC (“KPCB XVI Associates”), (iv) Kleiner Perkins Caufield & Byers XIX, LLC (“KPCB XIX”), (v) KPCB XIX Founders Fund, LLC (“KPCB XIX Founders”), (vi) Kleiner Perkins XIX Friends, LLC (“KPCB XIX Friends”) and (vii) KPCB XIX Associates, LLC (“KPCB XIX Associates”). Consists of: (i) 13,405,167 shares over which KPCB XVI has sole voting and dispositive power, except that KPCB XVI Associates, the managing member of KPCB XVI, may be deemed to have sole power to vote and dispose these shares; (ii) 458,898 shares over which KPCB XVI Founders has sole voting and dispositive power, except that KPCB XVI Associates, the managing member of KPCB XVI Founders, may be deemed to have sole power to vote and dispose these shares; (iii) 13,864,065 shares over which KPCB XVI Associates has sole voting and dispositive power, of which 13,405,167 are directly owned by KPCB XVI and 458,898 are directly owned by KPCB XVI Founders, where KPCB XVI Associates, as the managing member of KPCB XVI and KPCB XVI Founders, may be deemed to have sole power to vote and dispose these shares; (iv) 2,362,303 shares over which KPCB XIX has sole voting and dispositive power, except that KPCB XIX Associates, the managing member of KPCB XIX, may be deemed to have sole power to vote and dispose these shares; (v) 52,150 shares over which KPCB XIX Founders has sole voting and dispositive power, except that KPCB XIX Associates, the managing member of KPCB XIX Founders, may be deemed to have sole power to vote and dispose these shares; (vi) 22,179 shares over which KPCB XIX Friends has sole voting and dispositive power, except that KPCB XIX Associates, the managing member of KPCB XIX Friends, may be deemed to have sole power to vote and dispose these shares; and (vii) 2,436,632 shares over which KPCB XIX Associates has sole voting and dispositive power, of which (x) 2,362,303 shares are directly owned by KPCB XIX, (y) 52,150 shares are directly owned by KPCB XIX Founders and (z) 22,179 shares are directly owned by KPCB XIX Friends, where KPCB XIX Associates, as the managing member of KPCB XIX, KPCB XIX Founders and KPCB XIX Friends, may be deemed to have sole power to vote and dispose these shares. The address for each of the Reporting Persons is c/o Kleiner Perkins Caufield & Byers, LLC, 2750 Sand Hill Road, Menlo Park, California 94025. |
(12) | Based solely on the Schedule 13G filed on September 3, 2021. Consists of 14,064,191 shares of common stock held of record by (i) General Motors Ventures LLC (“GM Ventures”), (ii) General Motors Holdings LLC (“GM Holdings”), and (iii) General Motors Company (“GM”), where such entities have shared voting and dispositive power. GM Ventures is a wholly owned subsidiary of GM Holdings; GM Holdings is a wholly owned subsidiary of GM. The principal office of each of GM Ventures, GM Holdings, and GM is 300 Renaissance Center, Detroit, Michigan 48265. |
By: | | | | | ||
Name: | | | Andrew S. Hughes | | | |
Title: | | | Senior Vice President, General Counsel & Corporate Secretary | | |
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| | /s/ Andrew S. Hughes | |
| | Andrew S. Hughes, Secretary |
By: | | | | | ||
Name: | | | Andrew S. Hughes | | | |
Title: | | | Senior Vice President, General Counsel & Corporate Secretary | | |