Lucid Motors‘ incoming chief executive Silvio Napoli will receive a $1.5 million annual base salary, a target bonus of 200% of salary, a $9.5 million equity grant, and up to one million performance-based stock options tied to market capitalisation hurdles ranging from $5 billion to $17.5 billion.
Napoli will also receive a $1,000,000 lump sum for relocation to the United States and up to $25,000 per month for six months in temporary housing, among other perks detailed in the filing.
The board, led by Chairman Turqi Alnowaiser — a senior executive at Saudi Arabia’s Public Investment Fund (PIF), which holds roughly 50% of Lucid‘s shares — spent 14 months searching for a permanent replacement.
The newly appointed chief executive, who spent nearly 31 years at Switzerland’s Schindler Group, will begin as Executive Director based in Switzerland this Wednesday, April 15.
He will be appointed CEO once he receives US work authorisation, which the company expects “in the coming weeks.”
Until then, Marc Winterhoff continues as interim CEO.
Napoli’s package marks the first time Lucid has structured a CEO compensation plan around sustained market capitalisation performance, in contrast to the time-based and milestone-linked stock grants that drove Rawlinson’s reported $379 million in 2022 compensation.
The package was disclosed in a new 8-K filing with the Securities and Exchange Commission (SEC) on Tuesday.
Napoli’s Package in Detail
The 8-K, signed by CFO Taoufiq Boussaid and filed with the SEC on Tuesday, lays out the complete package of the first Swiss employment agreement which will then become the US conditions once the US work autorisation arrives.
Napoli’s annual base salary is set at $1,500,000 — up from the $1 million base salary of Winterhoff as interim CEO and lower than the $1.44 million agreed with the former CEO Peter Rawlinson in his two-year-long advisory role.
His target annual incentive bonus is 200% of base salary ($3,000,000), with a threshold of 100% ($1,500,000) and a maximum of 300% ($4,500,000).
For the 2026 performance period, the bonus will be paid based on the greater of target performance or actual performance for the full year, pro-rated from his start date — meaning he is guaranteed at least target payout for his first partial year.
His 2026 long-term incentive grant has a target value of $9,500,000, split into two components: $3,800,000 in restricted stock units vesting over four years with a one-year cliff and quarterly vesting thereafter, and $5,700,000 in performance-based RSUs on the same terms as other Lucid executives.
Napoli also receives a one-time grant of performance-based stock options on up to 1,000,000 shares of Class A common stock, split into five equal tranches of 200,000 shares.
Each tranche is tied to a market capitalisation performance hurdle: $5.0 billion, $7.5 billion, $10.0 billion, $12.5 billion, and $17.5 billion respectively.
The hurdle is defined as the volume-weighted average market capitalisation sustained over 45 consecutive trading days.
Lucid‘s market capitalisation as of Tuesday’s close was $2.83 billion given the $8.80 closing price.
As of press time, the stock is edging 1.4$ higher on Wednesday’s pre-market session at $8.93.
The first tranche requires a nearly 70% increase from that level; the fifth would require nearly a sixfold increase.
Each tranche also carries a time-based vesting condition: tranche one vests no earlier than the second anniversary of the start date, tranches two and three no earlier than the third anniversary, and tranches four and five no earlier than the fourth anniversary.
In addition, Napoli receives a $1,000,000 lump sum for relocation expenses, up to $25,000 per month for six months in temporary housing ($150,000 total), two company vehicles, security protection, and tax and financial planning reimbursement.
He will not earn additional compensation for his board seat while employed as CEO.
Winterhoff’s Revised COO Terms
The same 8-K discloses revised compensation for Winterhoff upon his transition back to COO.
His annual base salary rises to $1,000,000 — a 68% increase from the $595,000 he was paid as COO when he joined Lucid in December 2023, and substantially above the $835,000 effective annual compensation he received as interim CEO ($595,000 base plus a $20,000 monthly stipend disclosed in the February 2025 8-K).
His target annual bonus increases to 150% of base salary ($1,500,000), with a threshold of 75% ($750,000) and a maximum of 225% ($2,250,000) — up from the 90% target ($535,500) in his original COO offer letter.
His 2026 long-term incentive target is $5,400,000, granted in the same equity mix as other executives.
Winterhoff also receives $2,000,000 in cash recognition and retention bonuses — $1,000,000 vesting immediately on Napoli’s start date and $1,000,000 vesting on the first anniversary, subject to continued employment.
A separate performance-based cash bonus provides up to $3,000,000 in three $1,000,000 tranches.
The vesting conditions for each tranche mirror those of Napoli’s performance stock options — meaning Winterhoff’s cash payouts are also tied to the $5.0 billion, $7.5 billion, and $10.0 billion market capitalisation hurdles.
Winterhoff’s Previous Compensation
When Winterhoff joined Lucid as COO on December 4, 2023, his 8-K disclosed an annual base salary of $595,000, a target bonus of 90% of salary, and initial equity grants valued at $6,000,000 in RSUs and PSUs.
His total compensation for fiscal year 2024, as reported in Lucid‘s proxy statement, was $6,645,792 — comprising $595,000 in salary, $697,757 in bonus, $5,320,323 in stock awards, and $32,712 in other compensation.
When he was named interim CEO on February 25, 2025, the company added a $20,000 monthly stipend and stock options. His base salary and other COO terms were otherwise unchanged.
His revised COO package effective April 15 represents total potential Year 1 compensation of up to approximately $12.9 million — nearly double his FY2024 total.
Under Winterhoff’s interim leadership, Lucid‘s revenue surged 68% year-on-year to $1.354 billion in 2025 and production nearly doubled to 17,840 vehicles from 9,029 the prior year.
Deliveries reached 15,841, up 55%.
However, the company again cut its production target during the year — starting at 20,000 vehicles in February, reducing to 18,000-20,000 in August, and trimming further to approximately 18,000 in November.
The final production total of 17,840 fell slightly short even of the twice-lowered target, after 538 units failed internal validation checks.
The operating loss widened to $3.50 billion — the largest in the company’s history — and the net loss reached $3.68 billion. Negative free cash flow hit $3.8 billion, comprising $2.93 billion in cash used in operating activities and $868 million in capital expenditures.
The company ended 2025 with approximately $1.0 billion in cash and short-term investments, down from $4.0 billion a year earlier, though total liquidity including the undrawn PIF credit facility stood at approximately $4.6 billion.
On Tuesday — the same day Napoli’s appointment was announced — Winterhoff recalled his tenure as interim CEO at the EV maker in a LinkedIn post.
“It has been a privilege to serve as Interim CEO,” he wrote. “We delivered a 100% growth in production, navigated through numerous challenges including new tariffs, magnet shortage, aluminum shortage, chip shortage, and sharpened and expanded our strategy culminating in last month’s first investor day.”
“I am incredibly grateful to the entire Lucid team for their commitment and hard work to get us to this moment,” he ad
Winterhoff did not mention that it was also during his tenure that Lucid‘s stock reached multiple new record lows, with its market capitalisation sliding below $3 billion for the first time in the company’s history as a public company.
Rawlinson’s History
Rawlinson’s compensation drew sustained scrutiny during his tenure.
According to proxy filings and the Automotive News/Equilar CEO compensation survey, his total reported compensation reached $379,029,183 in fiscal year 2022 — the highest of any automotive industry CEO that year, and 11 times the $34 million earned by General Motors CEO Mary Barra.
The figure was overwhelmingly driven by stock award gains of $372,928,375, tied to time-based and performance-based RSUs granted in March 2021 at the time of Lucid‘s SPAC merger with Churchill Capital Corp IV.
The grants — 13.8 million time-based RSUs and 16 million performance-based RSUs vesting over four years — began vesting in late 2021, with the resulting gains reported in his 2022 compensation.
His base salary was $575,000, rising to $585,000 in 2023. Total compensation for 2023 dropped to $6,837,215 as no new equity grants were made.
The financial backdrop to Rawlinson’s tenure underscores the scale of the disconnect between executive pay and company performance.
In every year of his leadership, Lucid missed its original production targets — often by wide margins — while losses mounted.
In fiscal year 2022, when his reported compensation reached $379 million, Lucid generated $608 million in revenue, posted a net loss of approximately $1.3 billion and an operating loss of $2.59 billion, and delivered 4,369 vehicles.
The company had originally targeted 20,000 units that year before cutting the figure twice — first to 12,000-14,000, then to 6,000-7,000.
It produced 7,180, narrowly exceeding the final lowered target.
In 2023, revenue fell to $595 million, the net loss more than doubled to $2.83 billion, the operating loss widened to $3.1 billion, and deliveries rose modestly to 6,001 units.
Lucid had started the year targeting 10,000-14,000 vehicles before cutting to 8,000-8,500. It produced 8,428.
In 2024 — Rawlinson’s final full year before departing in February 2025 — revenue increased to $808 million and deliveries reached 10,241 vehicles, a 71% year-on-year increase.
But the net loss remained at approximately $3.1 billion and the operating loss at $3.0 billion. The company had guided for approximately 9,000 units in production and met the target with 9,029.
In February 2024, the board approved a separate $6,000,000 cash bonus recognising Rawlinson’s contributions to the Gravity SUV unveiling at the LA Auto Show — a payment that drew additional criticism given the company’s ongoing losses.
At the time, Lucid had not yet delivered a single Gravity to a customer.
Over the following months, and as exclusively reported by EV, the company faced supply chain issues in scaling up production of its second model.
Tesla CEO Elon Musk responded to reports of Rawlinson’s pay on X, writing: “Beware any company where leadership compensation is not linked to performance.”
Rawlinson later defended the package on Lucid‘s Q4 2023 earnings call, saying much of his pay was tied to a one-time stock grant linked to market capitalisation milestones.
Rawlinson’s Advisory Terms
When Rawlinson departed as CEO on February 21, 2025, a transition agreement filed with the SEC disclosed the following terms for his role as Strategic Technical Advisor to the Chairman of the Board.
The former CEO and CTO started receiving monthly payment of $120,000 for a 24-month consulting term ($2,880,000 total), a Lucid vehicle, company-paid COBRA health insurance premiums, up to $10,000 annually for tax preparation in 2025 and 2026 with a tax true-up, and a supplemental RSU grant valued at $2,000,000 vesting in three equal instalments through February 2027.
The advisory role’s total value over 24 months is approximately $4.9 million.
When Rawlinson’s departure was announced in February 2025, Winterhoff said on the Q4 earnings call that Rawlinson’s role “will not mean he will be part of the day-to-day business,” adding that it is “up to the discretion of the chairman to have that interaction.”
The Bigger Picture
Napoli’s package is modest by the standards of Rawlinson’s peak compensation but represents a meaningful step up from Winterhoff’s interim-era pay — and it is structured to align with shareholder value creation in a way Rawlinson’s was not.
The performance stock options require Lucid‘s market capitalisation to grow from approximately $3 billion to $17.5 billion — a 5.8x increase — before Napoli can vest the full million shares.
The 45-day sustained volume-weighted average requirement prevents short-term spikes from triggering payouts.
By contrast, Rawlinson’s 2021 stock grants were tied to market capitalisation milestones that were briefly achieved during the SPAC-era bubble before Lucid‘s stock collapsed 82% in 2022 — meaning the reported $379 million in compensation reflected paper gains on grants that subsequently lost most of their value.
The filing comes on the same day Lucid announced a $1.05 billion capital raise — including a $300 million public stock offering, a $200 million additional Uber investment, and a $550 million PIF convertible preferred stock purchase — underscoring the tension between executive compensation and the company’s continued cash consumption.
Lucid has more than $14 billion in cumulative net losses since 2019.
2026 Outlook
Napoli inherits a company that has guided for production of 25,000 to 27,000 vehicles in 2026 — a 40% to 50% increase over 2025 — with capital expenditures (CapEx) of $1.2 billion to $1.4 billion.
The company produced 5,500 vehicles and delivered 3,093 in Q1 2026, with deliveries impacted by a Gravity seat belt recall that halted handovers for 29 days.
Lucid‘s Investor Day presentation in March outlined a three-stage financial plan: gross margin profitability and high double-digit revenue growth in the mid-term, followed by positive free cash flow by the late decade.
The company targets 100,000 annual vehicle production by 2028, driven by the Cosmos mid-size SUV entering production at its Saudi plant by year-end.
With Tuesday’s $1.05 billion capital raise — the return to markets that Winterhoff had foreshadowed — total liquidity will increase meaningfully from the $4.6 billion reported at the end of last year.
