Andrew Liveris

About Andrew Liveris

Andrew N. Liveris (age 70) has been a Lucid director since April 2019. He previously served as Chairman & CEO of The Dow Chemical Company (2004–2017) and Executive Chairman of DowDuPont (2017–2018). He holds a B.S. in Chemical Engineering from the University of Queensland and an honorary Ph.D. in Science, and currently serves on the boards of IBM (since 2010), Saudi Aramco (since 2018), and WorleyParsons (since Sept 2018). He also serves as President of the Brisbane 2032 Olympics Organizing Committee and is on the advisory board of NEOM; he has served as a special advisor to the Public Investment Fund (PIF) of Saudi Arabia.

Past Roles

External Roles

Board Governance

• Independence: The Board determined all nominees other than the CEO are independent under Nasdaq standards; Liveris is independent. Committee members (including Compensation & Human Capital) meet Nasdaq independence requirements.
• Committee assignments (2025 slate): Chair, Compensation & Human Capital Committee; not listed on Audit or Nominating; not shown on Executive Committee. Public company boards (incl. Lucid): 4.
• Attendance and engagement: In FY 2024 the Board met 7 times; each director attended ≥80% of Board and committee meetings. Independent directors hold executive sessions at each quarterly meeting. The Compensation & Human Capital Committee met 15 times in 2024, signaling high engagement.
• Controlled company context & nomination rights: Lucid is a “controlled company” under Nasdaq due to PIF’s >50% voting power (via Ayar). As long as Ayar holds specified thresholds, it can nominate up to five directors, designate the Board Chair at ≥20%, and place at least one Ayar director on each committee at ≥33⅓%. Liveris is among Ayar-designated nominees.

Fixed Compensation

• Structure evolution for non-employee directors (cash + time-vested RSUs; no meeting fees): | Program Element | 2022 | 2023 | 2024/2025 | |---|---|---|---| | Annual cash retainer (Board member) | $30,000 | $30,000 | $30,000 | | Annual equity retainer (RSUs) | $180,000 (time-vest) | $250,000 (time-vest) | $270,000 (time-vest; increased from $250k) | | Independent Board Chair cash | +$30,000 | +$30,000 | +$30,000 | | Committee chair retainers | Audit $20k; Comp $15k; N&CG $8k; Exec $20k | Same | Audit $20k; Comp $15k; N&CG $10k; Exec $20k | | Committee member retainers | Audit $10k; Comp $7.5k; N&CG $4k; Exec $10k | Same | Audit $10k; Comp $7.5k; N&CG $5k; Exec $10k | | Meeting fees | None | None | None; new ad hoc special committee fee in fully vested RSUs ($2k/meeting; $20k cap) |

• Liveris—actual director compensation: | Year | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) | |---|---:|---:|---:|---:|---:| | 2024 | 55,000 | 275,943 | — | 19,220 (Lucid Air vehicle use + tax reimbursement) | 350,163 | | 2023 | 67,527 | 225,806 | — | 4,457 (vehicle perquisite + tax gross-up) | 297,790 |

Notes:

• RSUs vest in full on the earlier of one year after grant or the next annual meeting, subject to service. Initial equity retainer for new directors is $375,000 vesting over three years.
• Effective June 4, 2024, ad hoc special committee service can be compensated in fully vested RSUs; estimated value for Liveris: $8,000 for the 2025 annual meeting grant.

Performance Compensation

• Director awards are time-based RSUs; no performance metrics (no PSUs/options for directors disclosed). | Component | Structure | Vesting/Performance | |---|---|---| | Annual equity retainer | RSUs | Time-based vesting on earlier of one year or next annual meeting; no performance metrics | | Special committee fees | Fully vested RSUs (ad hoc) | Granted at annual meeting; vest immediately; capped at $20k |

Other Directorships & Interlocks

• Public boards (including Lucid): 4 (LCID, IBM, Saudi Aramco, WorleyParsons).
• Ayar/PIF nomination and governance rights create a structural interlock with the controlling shareholder; Liveris is also a special advisor to PIF and an advisor to NEOM.
• The Board nonetheless determined independence for all non-CEO nominees, considering relationships and transactions disclosed.

Expertise & Qualifications

• Decades leading global industrial enterprises; knowledge of technology, energy, and chemical sectors; extensive business/government interface experience.

Equity Ownership

Additional alignment details:

• RSUs outstanding/deferred: 138,905 shares as of 12/31/2024; Liveris elected to defer settlement of RSUs.
• Ownership guidelines: Non-employee directors expected to hold ≥5x annual cash retainer within 5 years of Jan 23, 2023 or first election; counts include unvested/vested-but-unsettled RSUs. Individual compliance status not disclosed.
• Hedging/pledging: Prohibited for directors and employees.

Board Governance (additional details)

• Compensation & Human Capital Committee practices: independent membership; sole authority to retain advisers; meets in executive session; conducted 2024 risk assessment with Pay Governance, concluding no material adverse risk from compensation programs.
• Say-on-Pay support: Approximately 99% of voting power cast in favor of say-on-pay at the 2024 annual meeting, signaling strong investor support for the compensation program.

Governance Assessment

Strengths

• Independent director with deep operating and global policy experience; chairs an active Compensation & Human Capital Committee (15 meetings in 2024), indicating high engagement in oversight.
• Strong alignment features: meaningful equity grants in RSUs; robust stock ownership guidelines that include unvested/settled RSUs; prohibition on hedging/pledging.
• High shareholder support for compensation (99% say-on-pay).

Potential Conflicts / RED FLAGS

• Controlled company structure with Ayar/PIF: Ayar nominates up to five directors, can designate the Board Chair and secure committee representation; Liveris is an Ayar-designated nominee and a special advisor to PIF, raising perceived independence and interlock concerns despite formal independence determinations.
• Related-party exposure: Lucid’s KAEC lease involves Emaar, in which PIF owns ~25%—a transaction within the controlling shareholder’s ecosystem.
• Perquisite tax gross-up: Directors receive Lucid Air personal use and related tax gross-up—shareholder-unfriendly signal for some governance frameworks (note the company states no excise tax gross-ups for change-in-control; this perquisite gross-up is separate).

Overall: Liveris brings heavyweight operating and government-interface credentials and leads a highly active committee. However, his advisory role with PIF and Ayar’s nomination/control rights create perceived independence risks. Investors should monitor committee decisions (pay structures, performance rigor) under this governance backdrop and any expansion of related-party dealings tied to PIF’s ecosystem.