Lucid granted CEO Silvio Napoli and CFO Alexander De Bock a combined 1.44 million performance-based stock units that begin to vest only if the EV maker’s market value reaches at least $3.5 billion, about 2.5 times its level at Monday’s close, regulatory filings showed.
Napoli received 603,110 units and De Bock 836,036 on November 5, according to two Form 4 filings submitted to the Securities and Exchange Commission (SEC) on Monday, shortly after Lucid reported third-quarter results.
The awards are split into four tranches with market capitalization hurdles of $3.5 billion, $5.0 billion, $6.5 billion and $8.0 billion.
Lucid was worth about $1.4 billion at Monday’s close of $3.60, based on the 396.3 million shares outstanding on November 3. On November 5, the day of the grants, the stock closed at a record low of $2.98.
The filings disclose for the first time the terms of the two executives’ 2026 performance awards. Both grants had been promised in the executives’ employment agreements, which gave their dollar value and left the conditions to be set.
How the Awards Vest
A tranche vests on the later of two dates, the filings said. The first is a time-based date, which is no sooner than November 5, 2028 for the first two tranches and November 5, 2029 for the last two.
The second is the board’s certification that the tranche’s market capitalization hurdle has been met, calculated under each executive’s award agreement. The filings do not say how many units are in each tranche or over what period the market value is measured. The award agreements themselves have not been filed.
Both executives must still be employed at each vesting date. The units cost them nothing and expire on November 5, 2030.
Reaching the first hurdle would take a share price of about $8.80 at the current share count, and the last about $20.20, by EV‘s calculation. Those are not targets set by Lucid, and the agreements may measure market value differently.
Lower Than the Earlier Hurdles
The new hurdles start lower, and end lower, than those attached to awards the two executives received when they were hired.
Napoli, named Lucid’s next Chief Executive Officer on April 14, joined the following day and formally assumed the role after receiving U.S. work authorization.
He was granted 1,000,000 performance stock options at an exercise price of $8.21, the closing price on April 15. They vest in five tranches of 200,000 at market values of $5.0 billion, $7.5 billion, $10.0 billion, $12.5 billion and $17.5 billion, measured as an average over 45 trading days.
None of those targets had been met at the end of September, and the unrecognized cost of the options was $4.2 million, Lucid’s quarterly report said.
De Bock, whose appointment was announced on July 2, is eligible for a performance cash bonus of up to $2.5 million in five tranches of $500,000, tied to the same five hurdles and measured over 60 trading days. The announcement came on the day Lucid missed second-quarter delivery expectations.
Those earlier awards are unchanged. Their lowest hurdle, $5.0 billion, is the second of the four in the new program, and their highest is more than twice the new program’s $8.0 billion.
Priced Above the Market
The number of units reflects share prices well above Monday’s close.
Napoli’s agreement promised performance units with a target value of $5.7 million and said the price used to set the number “will be based on the 30-day VWAP on the Commencement Date (irrespective of the fact that the grant date will occur at a later time).” VWAP is the volume-weighted average price.
Dividing $5.7 million by 603,110 units gives about $9.45 a unit. That matches the 402,073 time-based units he received in April for the $3.8 million other part of the same award.
The shares underlying his new units were worth about $2.2 million at $3.60. The units have no value to him unless the hurdles are met.
De Bock’s offer letter promised performance units with a grant value of $5.0 million and time-based units worth $2.5 million. His 836,036 performance units imply about $5.98 each, and the underlying shares were worth about $3.0 million at Monday’s close.
The letter said the awards could be based on “key corporate objectives, individual objectives and/or LCID stock price objectives” to be set by the board.
A Corrected Filing
A third filing on Monday amended the Form 4 that De Bock submitted on August 7 for his time-based units, which were granted on August 5.
The original reported 501,622 units. The amendment puts the figure at 418,018, which is 83,604 fewer, and says the earlier filing “contained incorrect amounts.” It gives no further explanation.
The corrected figure is exactly half of his performance grant, in line with the $2.5 million and $5.0 million values in his offer letter. The time-based units vest over four years, with a quarter vesting on September 5, 2027.
The Pay Packages
Napoli’s agreement, disclosed in April, set a base salary of $1.5 million and a target annual bonus of 200% of salary. De Bock’s set a base salary of $750,000, a target bonus of 150% and cash signing bonuses of $1.1 million and $600,000, the second payable in January 2027.
De Bock joined in August from the automotive supplier Metalsa, succeeding Taoufiq Boussaid.
November 5 was also the day Lucid signed the amendment that added $1.75 billion to its loan from an affiliate of Saudi Arabia’s Public Investment Fund, and the day its board appointed Neil Laverty, a former Deloitte principal, as Chief Accounting Officer from November 10, according to the company’s quarterly report.
Laverty’s package includes $1.05 million of performance units, the report said. No ownership filing for him had appeared by Tuesday morning.
The quarterly report also disclosed awards made in November to “certain employees.” Those consist of cash awards that pay out only if market capitalization hurdles are met within five years, and restricted stock units that vest quarterly over two years.
The new program differs from the performance units Lucid had outstanding at the end of September, which the report said depend on corporate and individual performance over three years and pay out between 0% and 150% of target. Lucid granted 43,504 such units in the first nine months of the year.
None of Monday’s filings reported a purchase or sale of shares. A Lucid board director sold 1,000 shares earlier this month, the fourth straight month with such a sale.
