AEye, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2024. Based on this evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024. Management ’ s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit emerging growth companies such as our company to provide only management’s report in the Annual Report on Form 10-K. Inherent Limitations on Effectiveness of Controls Our management, including our principal executive officer and principal financial officer, has determined that our internal controls are reasonably designed and implemented to assure reliable financial reporting and preparation of our financial statements. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Control Over Financial Reporting Other than described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the annual period ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5 - 1 Trading Plans . During the fourth quarter of the fiscal year ended December 31, 2024 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 98 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance OUR BOARD OF DIRECTORS The following sets forth certain information, as of February 18, 2025, for each our directors: Classification Name Age Position(s) (Term Expiration) Timothy J. Dunn 67 Lead Independent Director and Nominee Class I (2025) Sue E. Zeifman 70 Director and Nominee Class I (2025) Luis C. Dussan 50 Director Class II (2026) Matthew Fisch 56 Chairman of the Board and Chief Executive Officer Class II (2026) Prof. Dr. Bernd Gottschalk 81 Director Class III (2027) Jonathon B. Husby 51 Director Class III (2027) Timothy J. Dunn has served as a Class I director since the closing of our business combination with CF Acquisition Corp. III (the “Business Combination”). Mr. Dunn most recently served as an Operating Partner at TPG Capital, a private equity firm with more than $50 billion of assets under management until from 2005 to 2022. Prior to TPG, Mr. Dunn served as Chief Financial Officer at Hotwire from 2001 to 2005. Mr. Dunn served as Gap, Inc.’s Gap Division Senior Vice President and Chief Financial Officer between 1998 and 2001. Prior to joining Gap, Mr. Dunn worked at PepsiCo Inc. in a series of finance and strategic planning roles. Over the course of his career, Mr. Dunn has held several international roles, including in London as the Chief Financial Officer for Pizza Hut International for Europe, Africa, and the Middle East. Earlier in his career, Mr. Dunn served as the Controller for PepsiCo Restaurants International and the Chief Financial Officer for Gap’s Domestic and International businesses. Mr. Dunn worked for PricewaterhouseCoopers and is a Certified Public Accountant (inactive) in California. Mr. Dunn has served on private and public company boards, including Chair of the Audit Committee for two TPG portfolio companies – Ellucian, an ERP software company for higher education, and Vertafore, a software company for insurance carriers, brokers, and agencies – as well as Nordstrom’s Federal Savings Bank, a credit card bank owned by Nordstrom, Inc. Mr. Dunn is also Emeritus Chair of the Board for St. Anthony Foundation, a preeminent non-profit in San Francisco, California. Mr. Dunn holds a bachelor’s degree in Business Administration from the University of Southern California. Mr. Dunn is qualified to serve as a director based on his broad experience as a senior executive and board member of private and publicly listed companies. Sue E. Zeifman has served as a Class I director since her appointment to our Board of Directors in January 2022. Ms. Zeifman has over 30 years of experience in the marketing and communications industry. Her most recent professional experience includes nine years, 2009 to 2018, at Apple, Inc. as Senior Director of Global Marketing Production, where she was responsible for leadership and advisement to Apple’s global marketing team for strategic direction and production of multi-layered programs. Ms. Zeifman’s prior positions include Senior Vice-President, Creative Services & Production, for Young & Rubicam Advertising from 2000 to 2009; Vice-President, Managing Director, of Y&R 2.1 Interactive Agency from 1997 to 2000, and Manager of Creative Services for Young & Rubicam, San Francisco from 1990 to 1997. Ms. Zeifman’s experience includes the management of highly complex and technical marketing programs with multiple deliverables and budgetary constraints. She developed global initiatives and enhanced cross-functional partnerships with Creative, Sales, Retail, Technology, Procurement, and Product Marketing teams. Ms. Zeifman holds a B.A. in Broadcast Communication Arts from San Francisco State University and attended extensive Apple University Executive Curriculum courses, including Strategic Planning and Management. Ms. Zeifman is uniquely qualified to serve as a member of AEye’s Board of Directors based on her broad marketing and communications experience for leading technology companies. Luis C. Dussan has served as a Class II director since the closing of the Business Combination. Mr. Dussan served as our Chief Technology Officer and Chief Product Strategist until November 2023. Mr. Dussan co-founded AEye Technologies in 2013 and was a member of the AEye Technologies Board of Directors since its inception. From 2020 to the closing of the Business Combination, he served as the President and Chief Technology Officer of AEye Technologies. From December 2013 through 2014 he served as the President, and from 2014 through 2020 as the Chief Executive Officer of AEye Technologies. Mr. Dussan has more than 20 years of experience in the aerospace and defense industry. He started his career at the National Aeronautics and Space Administration (“NASA”) in 1997 working for the Jet Propulsion Lab in the Deep Space Network that communicated with NASA planetary and deep space probes. From 2002 through 2009 he worked at Lockheed Martin Corporation in their Missiles and Fire Control Division. From 2009 through 2013, Mr. Dussan worked for Northrop Grumman Corporation – Laser Systems, as Chief Technologist, where he was responsible for managing the division’s research and development of electro-optical sensors. Mr. Dussan holds a B.S. in Electrical Engineering and Computer Science, an M.S. in Quantum Optics, and an M.S. in Optics & Photonics. Mr. Dussan is responsible for many of our foundational patents in lidar and perception as well as being responsible for several trade secrets for his previous employers in the aerospace and defense industry. Mr. Dussan has been given several awards since founding AEye Technologies, with one of the most recent being the 2020 Vision Award by AutoSens. He is considered a top expert in lidar technology as well as remote sensing and vehicle perception. Mr. Dussan is qualified to serve as a director based on his technical and operational expertise gained from serving as a Board member of the Company since inception and as a co-founder of the Company. Matthew Fisch has served as a Class II director and as our Chief Executive Officer since February 2023, and as our Chairman of the Board since May 2023. Mr. Fisch has over 30 years of experience in technology development and leadership. Prior to joining us, Mr. Fisch was the 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. Mr. Fisch is qualified to serve as a director based on his experience serving as our Chief Executive Officer, his professional experience, and his background in technology. Prof. Dr. Bernd Gottschalk has served as a Class III director since the closing of the Business Combination. Prof. Dr. Gottschalk, born in Lübeck, Germany, studied economics at the Universities of Hamburg, Saarbrücken, and Stanford, California. He earned his doctorate in 1971 at the University of Hamburg (Dr. rer. pol.). From 1972 to 1996, he worked in various divisions at Daimler-Benz AG, including Assistant to the CEO, Plant Manager Mannheim (Engines, Buses, Foundry), and President of Mercedes-Benz do Brasil. In 1992, he was appointed as an ordinary member of the Managing Board of Mercedes-Benz AG, responsible for the Commercial Vehicles Division (trucks, vans, buses) worldwide. From 1997 until 2008, Prof. Dr. Gottschalk served as President of the German Association of the Automotive Industry (VDA). Prof. Dr. Gottschalk also had various responsibilities in the national and international industry over the years: he was President of the International Organization of Motor Vehicle Manufacturers (OICA) in Paris, and Vice President of the Federation of German Industries (BDI). Prof. Dr. Gottschalk is also founder, owner, and managing partner of AutoValue GmbH, Frankfurt, a provider of automotive expertise. Prof. Dr. Gottschalk is a member of supervisory boards of various publicly listed companies such as Schaeffler AG and Compagnie Plastic Omnium SA, Paris. Since November 2020 he has served as a Member of the Supervisory Board of Benteler International AG. Prof. Dr. Gottschalk is qualified to serve as a director based on his broad experience in the automotive industry as a founder, senior executive, and as a Board member of private and publicly listed companies. Jonathon B. Husby has served as a Class III director since October 2023 and currently serves as President and Chief Executive Officer of ADAC, a privately held vehicle access and diversified solutions company. He joined ADAC in August 2022 and was named to its Board of Directors in January 2024. Prior to ADAC, Mr. Husby served as President and CEO of North America for SEG Automotive, a rotating mechanical and e-machine technology company which is a wholly-owned subsidiary of a publicly traded company in China – ZMJ. Mr. Husby served in that role from January 2018 to July 2022 and concurrently served as SVP Global Sales from December 2020 to July 2022. Prior to SEG Automotive, Mr. Husby worked for Harman International, a U.S.-based publicly traded company, as Vice President and General Manager Customer Business Units from August 2011 to November 2017, where he led a team building the largest customer business unit globally with advanced technologies in electronics, software, branded audio, and cybersecurity solutions. Mr. Husby worked at TomTom, a publicly traded Dutch company, and a TomTom acquired company, Tele Atlas, a Belgian-based company, from February 2003 to August 2011. During that tenure, Mr. Husby managed global teams while serving as Vice President of Sales and Marketing – Automotive Business Unit, including time working abroad in Europe. Prior to TomTom/Tele Atlas, Mr. Husby worked for Japanese-based automotive supplier DENSO Corporation from May 1994 to February 2003. During his time at DENSO, he worked in both corporate and manufacturing environments in human resources, communications, public relations, and sales management. Mr. Husby has served on the Board of Directors of MEMA Original Equipment Suppliers since November 2019, including serving as chair of the Board in 2023. Mr. Husby also serves as chair of the Board of Directors of the Automotive Hall of Fame, which he joined in April 2019. Mr. Husby holds a Bachelor of Arts in Economics and Management from Albion College and a Master of Business Administration from Wayne State. Mr. Husby is qualified to serve as a director based on his board experience as a senior executive at several companies in the automotive industry and as the chief executive officer in the automotive space. COMPOSITION OF OUR BOARD OF DIRECTORS Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of six (6) directors. Pursuant to our Bylaws, the number of directors is fixed by our Board of Directors from time to time. Our Board of Directors is divided into three classes, with each director serving a three-year term, and one class being elected at each year’s annual meeting of stockholders. Timothy J. Dunn and Sue E. Zeifman serve as Class I directors with terms expiring in 2025. Luis C. Dussan and Matthew Fisch serve as Class II directors with terms expiring in 2026, and Prof. Dr. Bernd Gottschalk and Jonathon B. Husby serve as Class III directors with terms expiring in 2027. BOARD MEETING QUORUM REQUIREMENTS Our Amended and Restated Bylaws (the “Bylaws”) provides that a majority of the total number of directors then in office will constitute a quorum. During the fiscal year ended December 31, 2024, the Board met nine (9) times. In 2024, each director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served. We encourage our directors to attend our annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. At our 2024 annual meeting, all of our directors were present. BOARD COMMITTEES The composition, duties, and responsibilities of our committees are as set forth below. As of December 31, 2024, the standing committees of our Board of Directors consisted of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. In addition, in 2024 our Board of Directors established a Strategic Financing and M&A Committee. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities. As of February 18, 2025, the chair and members of each committee are identified in the following table. Name (Class) Audit Committee Compensation Committee Nominating and Corporate Governance Committee Strategic Financing and M&A Committee Timothy J. Dunn (Class I)* C M M Prof. Dr. Bernd Gottschalk (Class III) M C Jonathon B. Husby (Class III) M M C Sue E. Zeifman (Class I) C M C = Committee Chair M = Member * = Lead Independent Director Audit Committee Our Audit Committee met four (4) times in 2024. Our Audit Committee is responsible for, among other matters: • 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. Our Audit Committee consists of Timothy J. Dunn, Prof. Dr. Bernd Gottschalk, and Jonathon B. Husby, with Mr. Dunn chairing this Committee. Rule 10A-3 of the Exchange Act and the NASDAQ rules require us to have an Audit Committee composed entirely of independent directors. Our Board of Directors has affirmatively determined that each of Mr. Dunn, Prof. Dr. Gottschalk, and Mr. Husby all meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of the Nasdaq Stock Market. Our Board of Directors has determined that each director appointed to the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Dunn is our Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on the “Investors Relations” section of our principal corporate website at www.aeye.ai . Compensation Committee Our Compensation Committee met four (4) times in 2024. Our Compensation Committee is responsible for, among other matters: • reviewing, modifying, and approving (or if it deems appropriate, making recommendations to our 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 chief executive officer and directors; • reviewing and approving the salaries, benefits, and equity incentive grants provided to our executive officers, other than our chief executive officer; • 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; • overseeing our compensation and employee benefit plans; and • administering our Dodd-Frank Clawback Policy and make all determinations as to the amount and method of recovery for the “clawback” of compensation as set forth therein. Our Compensation Committee consists of Timothy J. Dunn, Jonathon B. Husby, and Sue E. Zeifman, with Ms. Zeifman chairing this Committee. Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on the “Investors Relations” section of our principal corporate website at www.aeye.ai . Our Board has determined that each of Mr. Dunn, Mr. Husby, and Ms. Zeifman meet the definition of “independent director” for purposes of serving on the Compensation Committee under the corporate governance standards of the Nasdaq Stock Market. No member of our Compensation Committee is or has been one of our officers or employees, and none have any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee, or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time. In 2021, the Compensation Committee retained the services of Compensia, Inc. (“Compensia”) as its external compensation consultant to advise on executive and director compensation matters, including our overall compensation program design and the collection of market data for our compensation programs for our executives and members of our Board of Directors. The Compensation Committee intends to engage Compensia in the future on an as-needed basis. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee met three (3) times in 2024. Our Nominating and Corporate Governance Committee is responsible for, among other matters: • 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; • 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. Our Nominating and Corporate Governance Committee consists of Prof. Dr. Bernd Gottschalk and Sue E. Zeifman, with Prof. Dr. Gottschalk chairing this Committee. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on the “Investors Relations” section of our principal corporate website at www.aeye.ai . Our Board has determined that each of Prof. Dr. Gottschalk and Ms. Zeifman meet the definition of “independent director” for purposes of serving on the Nominating and Corporate Governance Committee under the corporate governance standards of the Nasdaq Stock Market. Strategic Financing and M&A Committee Our Strategic Financing and M&A Committee was established in April 2024 and is responsible for, among other things, reviewing, discussing, and recommending strategic financing or other strategic initiatives that may be proposed by management from time to time. Our Strategic Financing and M&A Committee consists of Timothy J. Dunn and Jonathon B. Husby, with Mr. Husby chairing this Committee. DIRECTOR COMPENSATION The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2024. Fees Earned or Paid in Cash Stock Awards Total Name ($) ($) (1) ($) Timothy J. Dunn $ 157,083 $ 59,485 $ 216,568 Luis C. Dussan $ 141,667 $ - $ 141,667 Prof. Dr. Bernd Gottschalk $ 157,500 $ - $ 157,500 Jonathon B. Husby $ 129,167 $ 37,753 $ 166,920 Sue E. Zeifman $ 157,500 $ - $ 157,500 (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 2024 consisted of grants of restricted stock units (“RSUs”) granted pursuant to our 2021 Equity Plan (as defined below). For the first and second quarters of 2024, Mr. Dunn elected to receive all of his cash compensation for Board service in the form of immediately vested equity and received 13,585 shares on January 1, 2024, and 21,335 shares on April 1, 2024. For the first and second quarters of 2024, Mr. Husby was only entitled to immediately vested equity for his Board service compensation and received 10,655 shares on January 1, 2024 and 10,040 shares on April 1, 2024. Director Compensation in 2024 All of our non-employee directors are compensated for their services in accordance with our non-employee director compensation policy that became effective in connection with the closing of the Business Combination and as modified from time to time thereafter, as described in further detail below. Mr. Fisch, as an employee director, does not receive any additional compensation for his services as a director. Non-Employee Director Compensation Policy Cash Compensation Each non-employee director is eligible to receive the following cash compensation (as applicable) for his or her service on our Board of Directors and its committees: • $50,000 annual cash retainer for service as a Board member, plus, effective as of August 2024, Board members receive an additional $175,000 annually in lieu of equity compensation (as discussed in more detail below); • $60,000 additional annual cash retainer for service as our non-executive chair of our Board of Directors, or an additional cash retainer of $50,000 for service as our lead independent director; • $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); • $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); and • $8,750 annual cash retainer for service as a member of the Strategic Financing and M&A Committee and $17,500 annual cash retainer for service as chair of the Strategic Financing and M&A Committee (in lieu of the committee member service retainer). In April 2024, the Board created the Strategic Financing and M&A Committee. The purpose of this committee is to review, discuss, and recommend strategic financing or other strategic initiatives that may be proposed by management from time to time and be able to react to such proposals more quickly. After the establishment of the Strategic Financing and M&A Committee, the Board set the compensation levels for service on this committee as shown above. The annual cash compensation amounts are payable in equal quarterly installments and are earned on the first day of each calendar quarter in which the service occurred. Each non-employee director appointed prior to October 27, 2023 had the option, once per year, to elect to receive shares of immediately vested RSUs in lieu of some or all of his or her quarterly cash compensation. If elected by a director to take stock instead of cash, the number of shares to be awarded each quarter is determined by dividing the cash compensation that would otherwise be due, by the five-day average closing price of our stock during the five trading days prior to the first day of the calendar quarter. In 2024, Mr. Dunn opted to take equity in lieu of all of his cash compensation earned in the first and second quarters of 2024. Similarly, Mr. Husby, as the only non-employee director appointed on or after October 27, 2023, could only receive his quarterly cash compensation in the form of immediately vested RSUs. In May 2024, the Board modified the compensation for non-employee directors, such that effective immediately, non-employee directors were no longer entitled to initial equity grants upon appointment nor annual equity grants. In addition, non-employee directors no longer have the ability to elect equity in lieu of cash compensation. The primary reason for the Board’s decision was based on the limited number of shares available for issuance under the 2021 Equity Incentive Plan, which was exacerbated when stockholders failed to authorize additional shares for the 2021 Equity Incentive Plan at the 2024 annual meeting of stockholders. The elimination of equity compensation for non-employee directors significantly impacted their total compensation and, in August of 2024, to offset this impact, the Board increased the cash component of non-employee director compensation by $175,000 per year, payable quarterly, with the first quarterly payment of $43,750 being made to each non-employee director for the third quarter of 2024. Equity Compensation Prior to May 2024, each new non-employee director who joined our Board of Directors on or after October 27, 2023 was eligible to receive a one-time RSU award having a value of $175,000 (the “Initial RSU Grant”), vesting in three equal annual installments following the grant date. On the date of each annual meeting of our stockholders, each non-employee director previously received an RSU award having a value of $175,000 (the “Annual RSU Grant”), provided that the non-employee director has served for a minimum of six months prior to the date of the annual meeting of stockholders. Each Annual RSU Grant vested in full on the earlier of (1) the date of the following annual meeting of our stockholders or (2) the first anniversary of the date of grant, subject to the non-employee director’s continued service through the applicable vesting date. The number of shares for the Initial RSU Grant and Annual RSU Grant were determined by dividing the stated dollar value of the award by the five-day average closing price of our stock during the five trading days prior to the date of grant. As indicated above, in May of 2024, prior to the 2024 annual meeting of stockholders, the Board determined that no non-employee director would be eligible for an equity grant thereafter. Reimbursement of Expenses In addition to the compensation outlined above, we will reimburse each eligible non-employee director for reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in meetings of our Board of Directors and any committee of the Board of Directors. EXECUTIVE OFFICERS The following sets forth certain information as of February 18, 2025 regarding our named executive officers. Name Age Position(s) Matthew Fisch 56 Chairman of the Board and Chief Executive Officer Andrew S. Hughes 59 General Counsel and Secretary Conor B. Tierney 47 Chief Financial Officer and Treasurer The biography for Matthew Fisch is provided above in “Our Board of Directors.” Andrew S. Hughes has served as our General Counsel and Secretary since the closing of the Business Combination and joined AEye Technologies in March 2021 as General Counsel. Mr. Hughes has over 30 years of legal experience and prior to joining us, he was the General Counsel for the Americas at Renesas Electronics Corporation (TSE: 6723), a global automotive and industrial semiconductor manufacturer, from 2017 through 2021. From 2015 to 2017, he was the General Counsel and Corporate Secretary at Intersil Corporation (NASDAQ: ISIL), a power management semiconductor solutions provider. During his career, Mr. Hughes has also served as General Counsel and Corporate Secretary at Ikanos Communications, Inc. (NASDAQ: IKAN), Bell Microproducts, Inc. (NASDAQ: BELM), and LSI Logic Corporation (NYSE: LSI), and served as a Division Counsel at Harris Corporation (NYSE: HRS) as well as a partner at a regional law firm in Southern California. Mr. Hughes holds a B.A. degree from the University of California, Los Angeles, and a J.D. and M.B.A. from Santa Clara University. Conor B. Tierney has served as our Chief Accounting Officer since January 2022 and Chief Financial Officer since March 2023. Mr. Tierney has over 20 years of financial experience and prior to joining us, Mr. Tierney served as the Head of Finance at Wing Aviation LLC (NASDAQ: GOOG), Alphabet’s drone delivery service from 2018 through to 2021. Mr. Tierney also served in various positions at Glu Mobile Inc. (NASDAQ: GLUU), a free-to-play mobile gaming company, from 2009 to 2018, including Corporate Controller. Prior to Glu, Mr. Tierney served at Deloitte & Touche L.L.P. in their Transactions Services Team from 2008 to 2009. During his career, Mr. Tierney also served as an auditor at Price Waterhouse L.L.P., where he focused primarily on semiconductor clients and initial public offerings from 2005 to 2007. He holds a B.S. in Accounting from University College Cork, is an Irish Chartered Accountant, and a Certified Public Accountant (Inactive). CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE With respect to the roles of Chairperson of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and our Board of Directors is able to exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Our Corporate Governance Guidelines provide the flexibility for our Board of Directors to modify our leadership structure in the future as appropriate. DIRECTOR INDEPENDENCE Our Board of Directors has undertaken a review of the independence of our directors and considered whether any such director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our Board of Directors has determined that each of Timothy J. Dunn, Prof. Dr. Bernd Gottschalk, Jonathon B. Husby, and Sue E. Zeifman is an “independent director,” as defined under the rules of NASDAQ. RISK OVERSIGHT Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. ANTI-HEDGING POLICY All of our officers, directors, and employees and certain consultants specified by our management are prohibited from engaging in hedging transactions relating to our stock. Additionally, spouses, minor children, and any other family member sharing the same household as the foregoing, as well as any other account, trust, or entity over which the foregoing may make or influence investment decisions, whether or not the securities are held directly or indirectly, are similarly prohibited from engaging in such hedging transactions. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of our Compensation Committee is or has been one of our officers or employees and none has any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee, or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. CODE OF BUSINESS CONDUCT AND ETHICS We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers, and employees, a copy of which is available on the “Investors Relations” section of our principal corporate website at www.aeye.ai . DIRECTOR NOMINATIONS The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board. The Nominating and Corporate Governance Committee will ensure that our Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Our Board is responsible for selecting the nominees for election to our Board. DIRECTOR SELECTION Our Nominating and Corporate Governance Committee shall recommend to our Board criteria for Board and committee membership, which shall include a description of any specific, minimum qualifications that our Nominating and Corporate Governance Committee believes must be met by a nominee, and a description of any specific qualities or skills believed to be necessary for one or more of the Company’s directors to possess. The adequacy of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to our Board for approval. STOCKHOLDER RECOMMENDATIONS Our Nominating and Corporate Governance Committee is responsible for reviewing all stockholder nominations and determining whether the nomination and nominee satisfy all applicable eligibility requirements. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to AEye, Inc., Attention: Corporate Secretary, 4670 Willow Road, Suite 125, Pleasanton, CA 94588. CORPORATE GOVERNANCE GUIDELINES We are committed to adhering to corporate governance practices that meet applicable U.S. corporate governance standards. Our Board has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management, and management succession planning. The full text of our Corporate Governance Guidelines may be viewed on the “Investors Relations” section of our principal corporate website at www.aeye.ai . BOARD SELF-ASSESSMENT The Board anticipates that it will conduct, and that the Nominating and Corporate Governance Committee will oversee, an annual self-evaluation to determine whether our Board is functioning effectively. Our Board will periodically consider the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. In addition, our Nominating and Corporate Governance Committee, Audit Committee, and Compensation Committee each plan to conduct their own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters. EXECUTIVE SESSIONS OF INDEPENDENT BOARD MEMBERS Our Corporate Governance Guidelines provide that our non-employee directors meet in executive session at least four times per year, with no members of management or non-independent directors present. COMMUNICATING WITH OUR DIRECTORS Our Board welcomes communications from the Company’s stockholders, and it is the policy of the Company to facilitate communication from stockholders. Our Board generally believes it is in the Company’s best interests that designated members of management speak on behalf of the Company. Stockholders and other interested parties wishing to communicate with our Board or with an individual Board member concerning the Company may do so by writing to our Board or to a particular Board member, by mailing such correspondence to AEye, Inc., c/o Corporate Secretary, 4670 Willow Road, Suite 125, Pleasanton, CA 94588. Please indicate on the envelope or in the email whether the communication is from a stockholder or other interested party. Our Board has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward such communication to our Board or the individual Board members, as appropriate, if such communications are deemed relevant to the Board’s roles and responsibilities. Our Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials. DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers, and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our common stock with the U.S. Securities and Exchange Commission (“SEC”) and NASDAQ by certain deadlines. Based on a review of Section 16 filings with respect to our Company made during or with respect to the portion of the year ended December 31, 2024 during which Section 16(a) was applicable to such persons, we believe that each of our directors, executive officers, and 10% stockholders were in compliance with the filing requirements applicable to them. Item 11. Executive Compensation EXECUTIVE COMPENSATION This section sets forth the compensation of our principal executive officer and our other two most highly compensated executive officers for the fiscal year ended December 31, 2024 (collectively, our “NEOs”). Our NEOs are: • Matthew Fisch, our Chairman and Chief Executive Officer; • Andrew S. Hughes, our General Counsel and Secretary; and • Conor B. Tierney, our Chief Financial Officer and Treasurer. As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. Accordingly, we have not included in this section a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the “Summary Compensation Table” and the “Outstanding Equity Awards at Fiscal Year-End” table below. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” votes. SUMMARY COMPENSATION TABLE The following table sets forth the compensation of our NEOs for our fiscal year ended December 31, 2024 (referred to herein as fiscal year 2024) and our fiscal year ended December 31, 2023 (referred to herein as fiscal year 2023). ​ ​ ​ ​ ​ Non-Equity ​ ​ Stock Option Incentive Plan All other Total Salary Awards Awards Compensation compensation Compensation Name and Principal Position Year ($) ($) (1) ($) ($) (2) ($) (3) ($) Matthew Fisch ​ 2024 ​ $ 500,000 ​ $ 344,470 ​ $ - ​ $ 109,375 ​ $ 517,592 ​ $ 1,471,437 Chairman and Chief Executive Officer 2023 $ 422,349 $ 4,605,800 $ - $ 329,538 $ 14,574 $ 5,372,261 Andrew S. Hughes ​ 2024 ​ $ 385,000 ​ $ 63,983 ​ $ - ​ $ 164,227 ​ $ 402,250 ​ $ 1,015,460 General Counsel and Secretary ​ 2023 ​ $ 371,875 ​ $ 283,629 ​ $ - ​ $ 181,961 ​ $ 15,250 ​ $ 852,715 Conor B. Tierney ​ 2024 ​ $ 330,000 ​ $ 164,372 ​ $ - ​ $ 46,922 ​ $ 347,586 ​ $ 888,880 Chief Financial Officer and Treasurer ​ 2023 ​ $ 318,472 ​ $ 609,200 ​ $ - ​ $ 142,393 ​ $ 15,250 ​ $ 1,085,315 (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”). Each of the stock awards consist of grants of RSUs granted pursuant to the 2021 Equity Plan. Terms of the 2024 RSUs are summarized in “Equity Awards For Fiscal Year 2024,” 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 under our annual cash bonus program for the year indicated (see “Elements of Executive Compensation – Annual Cash Bonus,” below). (3) Represents the Company’s contribution to each NEO’s account in the Company’s 401(k) plan, the payment of previously disclosed retention bonuses that were earned as of December 31, 2024, in the amount of $500,000 for Mr. Fisch, $385,000 for Mr. Hughes, and $330,000 for Mr. Tierney, and in the case of Mr. Fisch and Mr. Tierney, a $342 and $336 reimbursement for gym membership, respectively. ELEMENTS OF EXECUTIVE COMPENSATION Base Salary Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective executive team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO’s scope of responsibility and accountability. The base salary paid to each of our NEOs for 2024 is set forth in the “Summary Compensation Table” above. Annual Cash Bonus We provide our NEOs with short-term incentive compensation through an annual cash bonus program. The annual cash bonus program holds the NEOs accountable to business and individual objectives, rewards the NEOs based on actual business results, and helps sustain a “pay for performance” culture. For fiscal year 2024, the annual bonus targets were set by our Compensation Committee as follows: for Mr. Fisch, 100% of his base salary; for Mr. Hughes, 65% of his base salary; and for Mr. Tierney, 65% of his base salary. At the beginning of 2024, our Compensation Committee, on the recommendations of management, set corporate goals and objectives for the year. In early 2025, our Compensation Committee, based on management’s recommendation, determined that management had achieved some, but not all of the corporate goals for 2024 and funded a bonus pool at that level. Each of Messrs. Fisch, Hughes, and Tierney received a percentage of their bonus target, which equated to $437,500 for Mr. Fisch, $218,969 for Mr. Hughes, and $187,688 for Mr. Tierney. However, the Compensation Committee, with input from management, allocated a portion of the total bonus payout for each NEO between cash and the RSUs reflected below. The amounts reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above reflect the cash portion of the short-term incentive compensation, and the amounts reflected in the “Stock Awards” column reflect the equity portion of the short-term incentive compensation for each NEO in fiscal year 2024. Equity Awards For Fiscal Year 2024 During fiscal year 2024, none of our NEOs received any equity awards, however, each of our NEOs did receive an equity award in early 2025 for performance in 2024 under the Company’s short-term incentive compensation program. Restricted Stock Units In early 2025, each of our NEOs received an award of RSUs granted from our 2021 Equity Plan in recognition of achievement under the Company’s short-term incentive compensation program for 2024. Mr. Fisch received an award of 351,500 RSUs, Mr. Hughes received an award of 58,700 RSUs, and Mr. Tierney received an award of 150,800 RSUs. All of these RSUs vested, in full, as of February 15, 2025. The Company generally intends to grant annual equity awards pursuant to our 2021 Equity Plan to senior management, including our NEOs. EMPLOYMENT AGREEMENTS WITH OUR NEOS Other than a standard Employee Proprietary Information and Invention Agreement (“EPIIA”) that is signed by each of our employees at the commencement of their employment, including our NEOs, we do not have employment agreements with any of our NEOs. Each NEO is employed on at “at-will” basis. However, our Compensation Committee did provide each of our NEOs with a Change in Control Severance Agreement that provides in the event of a defined change in control and a separation from service, also known as a “double trigger,” the NEO would be entitled to 1.5 times annual base pay and target bonus, prorated target bonus for the year in which the separation from service occurred, an acceleration of all granted but unvested equity awards, and paid health insurance premiums for 18 months from the separation of service. In addition, in 2023, our Compensation Committee provided each of our NEOs with a retention agreement that provides each NEO with a lump sum payment equal to each NEOs respective annual base salary if the NEO remains employed by us and maintains satisfactory job performance through December 31, 2024. Each of our NEOs satisfied the conditions required by the retention agreements and were paid the lump sum payment equal to each NEOs respective annual base salary. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2024. Share-based awards Equity incentive plan awards: Equity incentive plan awards: number of unearned shares, units or market or payout value of unearned shares, other rights that have not vested units or other rights that have not vested Name (#) ($) (1) Matthew Fisch 84,374 (2) $ 107,155 Andrew S. Hughes 466 (3) $ 592 8,179 (4) $ 10,387 1,056 (5) $ 1,341 10,419 (6) $ 13,232 Conor B. Tierney 13,890 (7) $ 17,640 10,419 (8) $ 13,232 3,125 (9) $ 3,969 (1) The value of each unvested restricted stock unit is based on the closing price of our common stock on December 31, 2024, which was $1.27. (2) This grant shall continue to vest at the rate of 9,375 RSUs on the 15th day of the second month of every calendar quarter until fully vested. (3) This grant shall continue to vest at the rate of 155 RSUs on the 15th day of every month until fully vested. (4) This grant shall continue to vest at the rate of 817 RSUs on the 15th day of every month until fully vested. (5) This grant shall continue to vest at the rate of 1,056 RSUs on the 15th day of the second month of every calendar quarter until fully vested. (6) This grant shall continue to vest at the rate of 2,083 RSUs on the 15th day of the second month of every calendar quarter until fully vested. (7) This grant shall continue to vest at the rate of 2,778 RSUs on the 15th day of the second month of every calendar quarter until fully vested. (8) This grant shall continue to vest at the rate of 2,083 RSUs on the 15th day of the second month of every calendar quarter until fully vested. (9) This grant shall continue to vest at the rate of 625 RSUs on the 15th day of the second month of every calendar quarter until fully vested. RETIREMENT PLAN AND EMPLOYEE BENEFITS All of our U.S. employees are eligible to participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance, and a 401(k) plan with Company contributions. Our NEOs are eligible to participate in these plans on the same basis as our other employees and do not participate in executive level benefit programs. Other than our 401(k) plan, we do not sponsor or maintain any deferred compensation or retirement plans. The Company contributions to the 401(k) plan on behalf of each NEO in fiscal year 2024 are included in the “Summary Compensation Table” above under the column “All Other Compensation.” TERMINATION AND CHANGE IN CONTROL PROVISIONS Employment Agreements with our NEOs A description of the severance payments and benefits to be provided to our NEOs, including in respect of equity awards held by our NEOs, in connection with certain terminations of employment both in connection with a change in control and not in connection with a change in control, is set forth in “Employment Agreements with our NEOs” above. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information known to the Company regarding the beneficial ownership of the common stock as of February 18, 2025, by: • 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. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person or entity has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The beneficial ownership percentages set forth in the table below are based on 18,676,377 shares of common stock issued and outstanding as of February 18, 2025. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to equity awards held by the person that are currently exercisable, or would be exercisable or would vest based on service-based vesting conditions within 60 days of February 18, 2025. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock and preferred stock. Name and Address of Beneficial Owner (1) Number of Shares of Percent Common stock Owned Directors and Named Executive Officers: Timothy J. Dunn (2) 85,456 * Luis C. Dussan (3) 290,727 1.56 % Matthew Fisch (4) 238,520 1.28 % Prof. Dr. Bernd Gottschalk (5) 37,915 * Jonathon B. Husby (6) 29,647 * Sue E. Zeifman (7) 32,976 * Andrew S. Hughes (8) 74,037 * Conor B. Tierney (9) 125,600 * All directors and executive officers as a group (8 individuals) (10) 914,878 4.90 % Five Percent Holders: None * Less than 1%. (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o AEye, Inc., 4670 Willow Road, Suite 125, Pleasanton, CA 94588. (2) Consists of 83,886 shares of common stock held of record by Mr. Dunn, 950 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, and options to purchase 620 shares of common stock. (3) Consists of 3,493 shares of common stock held of record by Mr. Dussan, 241,832 held by the Luis Dussan Trust A U/A/D 5/18/2022, for which Mr. Dussan is the trustee and beneficiary, 33,000 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, and 12,402 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. (4) Consists of 238,520 shares held of record by Mr. Fisch. (5) Consists of 35,435 shares of common stock held of record by Prof. Dr. Gottschalk and options to purchase 2,480 shares of common stock. (6) Consists of 29,647 shares of common stock held of record by Mr. Husby. (7) Consists of 32,976 shares of common stock held of record by Ms. Zeifman. (8) Consists of 72,245 shares of common stock held of record by Mr. Hughes and 1,792 shares of common stock subject to equity awards held by Mr. Hughes that are expected to vest within 60 days of February 18, 2025. (9) Consists of 125,600 shares of common stock held of record by Mr. Tierney. (10) Consists of 909,986 shares of common stock held of record and 4,892 shares of common stock subject to equity awards that are expected to vest and/or be exercisable within 60 days of February 18, 2025. Equity Compensation Plan Information The table below provides information relating to our equity compensation plans, including individual compensation arrangements, under which our common stock is authorized for issuance as of December 31, 2024, as adjusted for stock splits: 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: 2023 CEO Inducement Grant Plan 84,374 $ 0 0 2021 Equity Incentive Plan 299,812 (1) $ 0 706,520 (2) 2016 Stock Plan 128,848 (3) $ 13.19 0 (4) 2014 US LADAR Inc. Equity Incentive Plan 11,007 (5) $ 3.02 0 (6) 2022 Employee Stock Purchase Plan 0 $ 0 12,061 (7) Equity compensation plans not approved by security holders 0 $ 0 0 Total 524,041 718,581 (1) Represents 299,812 shares of common stock issuable upon the settlement of outstanding restricted stock units granted under the 2021 Equity Incentive Plan as of December 31, 2024. As of February 18, 2025, 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 are expected to increased by 406,024 shares after December 31, 2024, representing 3% of the common stock issued and outstanding calculated on a fully diluted basis as of December 31, 2024, 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, 2024. (3) Represents 128,848 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, 2024 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 11,007 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2024 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 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) Represents the number of shares available for issuance as of December 31, 2024 under the Employee Stock Purchase Plan. In addition, the number of shares of common stock reserved for issuance under the 2022 Employee Stock Purchase Plan are expected to be increased by 135,341 shares after December 31, 2024, representing 1% of the common stock issued and outstanding calculated on a fully diluted basis as of December 31, 2024, and will be cumulatively increased on each January 1 hereafter, through and including January 1, 2032, by a number of shares of common stock of up to 1% 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, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The following includes a summary of transactions since January 1, 2023 to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled “ Executive Compensation. ” EMPLOYMENT RELATIONSHIP From November 2016 until December 15, 2023, we employed Miguel Dussan, a sibling of our Company’s director and former Chief Technology Officer, who was our Director, Human Resources. In 2023, Mr. Dussan received total cash compensation of $149,000. In 2023, Mr. Dussan was granted 333 RSUs that vested over three quarters and 1,666 RSUs that vest over three years. In addition, he participated in all other benefits that the Company generally offers to all of its employees. INDEMNIFICATION UNDER CERTIFICATE OF INCORPORATION AND BYLAWS; INDEMNIFICATION AGREEMENTS Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our Bylaws. In addition, our Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty. We have also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements. POLICY REGARDING RELATED PARTY TRANSACTIONS Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on NASDAQ. The purpose of the policy is to describe the procedures used to identify, review, approve, and disclose, if necessary, any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) we were, are, or will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a related person has or will have a direct or indirect material interest, in each case, other than compensation arrangements approved by our Board of Directors. For purposes of the policy, a related person is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of us or a nominee to become a director, (b) any person who is known to be the beneficial owner of more than 5% of our voting securities, (c) any immediate family member of any of the foregoing persons sharing the same household as such person, or (d) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest. Our Audit Committee reviews and approves, or ratifies, each related party transaction, taking into account whether the terms are comparable to those that would be obtained in an arm’s length transaction, the extent of the related person’s interest, and other relevant factors. If advance approval of a related party transaction is not feasible, then the transaction may be preliminarily entered into by management upon prior approval by the General Counsel, subject to ratification by our Audit Committee at its next regularly scheduled meeting. No director may participate in approval of a related party transaction for which he or she is a related person. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2024. 99 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this report: 1. Financial Statements. The financial statements included in “Index to the Consolidated Financial Statements” in Part II, Item 8 are filed as part of this Annual Report on Form 10-K. 2. Financial Statement Schedules. None. 3. Exhibits. Exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit Number Description Form File Number Exhibit/ Appendix Reference Filing Date Filed Herewith 2.1† Merger Agreement, dated as of February 17, 2021, by and among CF Finance Acquisition Corp. III, Merger Sub and AEye . S-4 333-256058 2.1 5/13/2021 2.2 Amendment to the Merger Agreement, dated as of April 30, 2021, by and among CF Finance Acquisition Corp. III, merger Sub and AEye Technologies. S-4 333-256058 2.2 5/13/2021 3.1 Second Amended and Restated Certificate of Incorporation of AEye, Inc. 8-K 001-39699 3.1 08/23/2021 3.2 Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of AEye, Inc. 10-Q 001-39699 3.2 05/11/2023 3.3 Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, filed on December 26, 2023. 8-K 001-39699 3.1 12/29/2023 3.4 Amended and Restated Bylaws of AEye, Inc. 8-K 001-39699 3.2 08/23/2021 4.1 Registration Rights Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021. 8-K/A 001-39699 4.1 12/15/2021 4.2 Warrant Agreement dated November 12, 2020, between Continental Stock Transfer & Trust Company and CF Finance Acquisition Corp. III. S-4 333-256058 4.1 05/13/2021 4.3 Specimen Warrant Certificate . S-4 333-256058 4.2 05/13/2021 4.4 Registration Rights Agreement, by and between AEye, Inc. and New Circle Principal Investment LLC, dated July 25, 2024 8-K 001-39699 4.1 07/29/2024 4.5 Registration Rights Agreement by and between AEye, Inc. and the purchaser named in the signature pages thereto, dated January 2, 2025 8-K 001-39699 10.2 01/03/2025 4.6 Form of Senior Unsecured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement , dated January 2, 2025 8-K 001-39699 4.1 01/03/2025 4.7 Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement , dated January 2, 2025 8-K 001-39699 4.2 01/03/2025 4.8 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 . 10-K 001-39699 4.5 03/28/2022 10.1 Form of PIPE Subscription Agreement . S-4 333-256058 10.1 05/13/2021 10.2 Form of Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc. 8-K 001-39699 10.2 02/17/2021 10.3 Form of Amended and Restated Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc. S-4 333-256058 10.2 05/13/2021 10.4 Form of Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc. S-4 333-256058 10.3 05/13/2021 10.5 Form of Amendment to Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc. S-4 333-256058 10.4 05/13/2021 10.6 Form of Lock-Up Agreement, by and among CF Finance Acquisition Corp. III, AEye, Inc. and the holder signatory thereto. S-4 333-256058 10.5 05/13/2021 10.7 Promissory Note dated April 30, 2021. 8-K 001-39699 10.3 05/03/2021 10.8+ Amended and Restated AEye, Inc. 2021 Equity Incentive Plan . AEye, Inc. Definitive Proxy Statement on Schedule 14A 001-39699 Annex B 03/20/2023 10.9+ Form of Indemnification Agreement . 8-K 001-39699 10.2 08/23/2021 10.10 Office Lease by and between TRT NOIP DUBLIN LP and the company, dated April 26, 2019. S-4 333-256058 10.8 05/13/2021 10.11+ Form of Change in Control Severance Agreement . 8-K 001-39699 10.1 03/18/2022 10.12 Common Stock Purchase Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021. 8-K/A 001-39699 10.1 12/15/2021 10.13 Registration Rights Agreement, by and among CF Finance Acquisition Corp. III and the investors listed thereto. S-4 333-256058 10.6 05/13/2021 10.14 Form of Senior Unsecured Convertible Note, dated September 15, 2022 . 8-K 001-39699 4.1 09/16/2022 10.15 Form of Common Stock Purchase Warrant, dated September 15, 2022 . 8-K 001-39699 4.2 09/16/2022 10.16 Securities Purchase Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022 . 8-K 001-39699 10.1 09/16/2022 10.17 Registration Rights Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022 . 8-K 001-39699 10.2 09/16/2022 10.18+ Offer Letter by and between the Company and Matthew Fisch, dated January 20, 2023. 8-K 001-39699 10.1 02/01/2023 10.19+ Form Retention Agreement . 8-K 001-39699 10.1 11/07/2023 10.20+ AEye, Inc. 2022 Employee Stock Purchase Plan . AEye, Inc. Definitive Proxy Statement on Schedule 14A 001-39699 Annex A 03/31/2022 10.21+ AEye, Inc. 2023 CEO Inducement Grant Plan . S-8 333-270731 10.3 03/22/2023 10.22 Share Purchase Agreement by and among AEye, Inc. and New Circle Principal Investments LLC, dated July 25, 2024 8-K 001-39699 10.1 07/29/2024 10.23 Form of Securities Purchase Agreement, dated May 29, 2024, between AEye, Inc. and the Purchasers 8-K 001-39699 10.1 05/29/2024 10.24 Form of Lock-Up Agreement 8-K 001-39699 10.2 05/29/2024 10.25 Securities Purchase Agreement by and among AEye, Inc. and Dowslake Microsystems Corporation, dated May 10, 2024 8-K 001-39699 10.1 05/15/2024 10.26 At Market Issuance Sales Agreement by and between AEye, Inc. and A.G.P./Alliance Global Partners, dated September 12, 2024 8-K 001-39699 10.1 09/13/2024 10.27 Securities Purchase Agreement by and between AEye, Inc. and the purchaser named in the signature pages thereto, dated January 2, 2025 8-K 001-39699 10.1 01/03/2025 19.1 Insider Trading Policy effective as of August 3, 2023 10-K 333-259554 19.1 03/27/2024 21.1 List of Significant Subsidiaries . X 23.1 Consent of Deloitte & Touche LLP . X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . X 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . X 97.1 AEye, Inc. Dodd Frank Clawback Policy 10-K 333-259554 97.1 03/27/2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. * The certifications attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of AEye, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. + Indicates a management contract or compensatory plan or arrangement. 100 Table of Contents Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: February 24, 2025 AEye, Inc. By: /s/ Matthew Fisch Matthew Fisch Chief Executive Officer and Chairman of the Board (Principal Executive Officer) By: /s/ Conor Tierney Conor Tierney Chief Financial Officer and Treasurer (Principal Financial Officer) POWER OF ATTORNEY By signing this Annual Report on Form 10-K below, I hereby appoint each of Matthew Fisch and Conor Tierney as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated. By: /s/ Matthew Fisch Matthew Fisch Chief Executive Officer and Chairman of the Board (Principal Executive Officer) February 24, 2025 By: /s/ Conor Tierney Conor Tierney Chief Financial Officer and Treasurer (Principal Financial Officer) February 24, 2025 By: /s/ Timothy J. Dunn Timothy J. Dunn Director February 24, 2025 By: /s/ Luis C. Dussan Luis C. Dussan Director February 24, 2025 By: /s/ Prof. Dr. Bernd Gottschalk Prof. Dr. Bernd Gottschalk Director February 24, 2025 By: /s/ Jonathon B. Husby Jonathon B. Husby Director February 24, 2025 By: /s/ Sue E. Zeifman Sue E. Zeifman Director February 24, 2025 101