LIDR AEye Inc

Appointment of Matthew Fisch

On February 1, 2023, AEye, Inc. (the “Company”) announced that Matthew Fisch, age 54, has been appointed as the Company’s Chief Executive Officer (the “CEO”) and a member of the Company’s Board of Directors (the “Board”), effective as of February 13, 2023.

Mr. Fisch was most recently Senior Vice President & Chief Technology Officer at Gentherm Incorporated, a developer of thermal management technologies for the automotive and other industries, from April 2020 until February 2023. Prior to Gentherm, Mr. Fisch was employed by North American Bancard, a payments technology company, where he served as Executive Vice President & Chief Technology Officer of Hospitality Services from October 2019 until April 2020. Prior to joining North American Bancard, Mr. Fisch worked at Verifone Systems, Inc., a global leader in payments and commerce solutions, where he served as the Executive Vice President of Global R&D from August 2018 to October 2019, and Senior Vice President of Global Engineering from May 2016 to August 2018. At Verifone, Mr. Fisch led research and development for all product lines, including hardware application and cloud software services. Prior to Verifone, he was the Vice President of R&D for Harman International Industries, Inc.’s lifestyle division from 2014 to 2016, where he led the global R&D organization that was responsible for developing Harman’s car audio business for North America, Europe, China, Japan, and Korea. Prior to joining Harman, Mr. Fisch had a 22-year career at Intel Corporation where he held positions of increasing responsibility in engineering. Mr. Fisch holds a Master of Engineering in Computer Engineering, and a Bachelor of Science in Electrical Engineering, both from Cornell University.

In connection with his appointment as CEO, Mr. Fisch accepted a written offer letter on January 20, 2023, pursuant to which Mr. Fisch will receive an annual base salary of $500,000, an annual bonus target of 100% of his annual base salary, the achievement of which will be based on goals set by the Board, and a one-time sign-on bonus of $500,000 to assist with relocation expenses and to partially offset the loss of certain near-term compensatory elements Mr. Fisch reasonably expected to receive from his current employer. In addition, Mr. Fisch will receive an incentive award of 5,000,000 service-based restricted stock units and 2,000,000 performance-based restricted stock units (collectively, the “RSUs”). The service-based RSUs will vest as follows: 500,000 on March 15, 2023, 1,125,000 on February 15, 2024 and then in equal quarterly installments over the next twelve (12) calendar quarters on the 15th day of the second month of each calendar quarter. The performance-based RSUs will vest quarterly over six (6) calendar quarters on the 15th day of the second month of each calendar quarter following the satisfaction of the Performance Condition (defined below). The Performance Condition will be satisfied if the closing price of the Company’s common stock, as reported by NASDAQ (or other recognized national exchange on which the Company’s common stock is then traded), meets or exceeds $1.20 per share (adjusted for any stock splits or other corporate actions) for any ten (10) consecutive trading days prior to March 1, 2024 (the “Performance Condition”). If the Performance Condition is not satisfied, the performance-based RSUs will be forfeited. Mr. Fisch will also become party to the Company’s Change in Control Severance Agreement and Indemnification Agreement, the forms of which have been previously disclosed by the Company, as well as be eligible to participate in all other benefit programs generally offered to all other employees of the Company.

The description of Mr. Fisch’s offer letter in this Item 5.02 does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

There is no arrangement or understanding between Mr. Fisch and any other person pursuant to which Mr. Fisch was to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Fisch and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Fisch is not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.

Resignation of Blair LaCorte

On January 27, 2023, Blair LaCorte, the Company’s current CEO, provided written notice to the Board of his intention to accelerate the effective date of his resignation as the CEO to February 13, 2023 from February 28, 2023, which was previously disclosed in the Company’s Current Report on Form 8-K filed on December 13, 2022. Mr. LaCorte also provided written notice of his intention to resign as a member of the Board effective as of February 13, 2023. Neither of Mr. LaCorte’s resignations were due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. LaCorte is expected to remain as an employee of the Company to assist the Company’s transition to the new CEO, in the role of Senior Advisor, through March 1, 2023, at which time Mr. LaCorte’s employment relationship with the Company is expected to end. Following March 1, 2023, Mr. LaCorte is expected to join the Company’s Advisory Board.

In exchange for entering into the Company’s standard separation agreement, upon the effectiveness of such agreement, the Company has agreed to: (i) provide to Mr. LaCorte a one-time payment of $50,000 and (ii) pay, on behalf of Mr. LaCorte, his COBRA premium payments through December 31, 2023. The Company has also agreed to accelerate and vest, as of March 1, 2023, 252,000 RSUs, which were scheduled to vest equally on May 15, 2023 and August 15, 2023, from the grant made to Mr. LaCorte on January 10, 2023, and 23,985 RSUs, which were scheduled to vest on March 15, 2023, from the grant made to Mr. LaCorte on October 9, 2021.