Douglas Grimm
Director at LCID
Board
About Douglas Grimm
Douglas Grimm (age 63) is a director nominee to Lucid Group’s Board for a one‑year term expiring at the 2026 Annual Meeting. He is CEO of V‑to‑X, LLC (mobility-focused advisor/investor) and has deep operating experience across automotive suppliers (Metaldyne Performance Group, Grede/Citation, Visteon, Metaldyne, Dana, Chrysler). He holds a B.A. in Economics & Management from Hiram College and an M.B.A. from the University of Detroit . The Board has determined all 2025 nominees, including Grimm, are independent under Nasdaq rules . Grimm was designated for nomination by Ayar under its Investor Rights Agreement with Lucid .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metaldyne Performance Group, Inc. | President & COO | Dec 2015–Apr 2017 | Led global components provider for engine/transmission/powertrain/safety systems |
| Grede Holdings LLC / Citation Corporation | Co‑founder; Chairman, President & CEO | From Jan 2008; (Co‑President during 2014 merger) | Consolidated prominent automotive suppliers (Grede/HHI/Metaldyne LLC) |
| Visteon Corporation | VP — Global Ford, Materials Mgmt, Powertrain Electronics & Fuel Ops | 2006–2008 | Senior operating leadership at automotive electronics supplier |
| Metaldyne LLC | Vice President (Commercial Ops; GM of Forging/Casting; Global Purchasing & Quality) | 2001–2006 | Multi‑functional leadership across operations and supply chain |
| Dana Corporation | Vice President — Global Strategic Sourcing | 1994–2001 | Global sourcing leadership at drivetrain/electrified propulsion supplier |
| Chrysler Corporation | Various management roles | ~1984–1994 (10 years) | Progressive management roles |
| V‑to‑X, LLC | Chief Executive Officer | Apr 2017–present | Advising/investing in mobility sector |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Blue Bird Corporation | Chairman of the Board | Public | School bus manufacturer; Grimm noted as Chairman . Lucid’s proxy indicates Grimm holds two public company board seats (including Lucid when elected) . |
| Electrical Components International (ECI) | Chairman of the Board | Private | Supplier of electrical distribution systems and components |
| Lumileds | Director | Private | Automotive lighting company |
| Pangea Corporation | Director | Private | Automotive leather supplier |
Board Governance
- Independence: The Board has affirmatively determined all 2025 nominees (including Grimm) are independent under Nasdaq listing standards .
- Nomination rights: Ayar (PIF subsidiary) designated Grimm among five nominees per Investor Rights Agreement; Ayar retains nomination and committee representation rights based on ownership thresholds, and the right to designate the Chairman while owning ≥20% .
- Committees for 2024/2025 slate: Audit (Wong—Chair; Lambert; Maynard‑Elliott), Compensation & Human Capital (Liveris—Chair; Maynard‑Elliott; Winitzer), Nominating & Corporate Governance (Alnowaiser—Chair; Maynard‑Elliott; Nouri), Executive (Alnowaiser—Chair; Liveris; Winitzer). Grimm is a new nominee and not shown as a member of any committee in the 2025 table .
- Attendance: In FY2024, the Board met seven times; each then‑serving Board member attended ≥80% of Board and committee meetings. Independent director executive sessions typically occur at each regular quarterly meeting .
- Shareholder vote: At the June 5, 2025 Annual Meeting, Grimm received 2,396,266,846 “For” votes, 4,618,465 “Withheld,” with 382,914,053 broker non‑votes, electing him for a term until the 2026 Annual Meeting .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Board cash retainer | $30,000 | Paid quarterly |
| Committee Chair retainers | Audit: $20,000; Compensation & Human Capital: $15,000; Nominating & Corporate Governance: $10,000; Executive: $20,000 | Annual cash retainers |
| Committee Member retainers | Audit: $10,000; Compensation & Human Capital: $7,500; Nominating & Corporate Governance: $5,000; Executive: $10,000 | Annual cash retainers |
| Independent Chairman premium | $30,000 | Annual cash retainer (applies to Chairman if independent) |
| Perquisites | Up to $10,000 reimbursement annually for director education; travel/meeting expenses reimbursed | Program terms |
Notes specific to Grimm: As a new nominee with no committee assignments disclosed, Grimm’s fixed cash would initially be the $30,000 annual board retainer (committee fees contingent on future assignments) .
Performance Compensation
| Equity Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU retainer (NEDs elected at 2025 AM) | $270,000 | Vests in full on earlier of one‑year anniversary or next annual meeting, subject to continued service | |
| Initial RSU retainer (for new directors) | $375,000 | Vests in three equal annual installments on earlier of first/second/third anniversaries or corresponding annual meetings, subject to continued service | |
| Special committee RSUs (ad hoc service) | $2,000 per meeting (capped at $20,000) | Fully vested RSUs granted at annual meeting; if a director leaves before grant, paid in cash at separation | |
| RSU deferral election | N/A (value set by awards above) | Settlement may be deferred beyond vesting until earlier of service termination or change‑in‑control | Permitted under Amended & Restated 2021 Stock Incentive Plan for directors’ initial/annual RSUs |
Program features:
- No option grants disclosed for non‑employee directors in 2024; RSUs are primary equity vehicle; dividends not paid on unvested equity; no repricing/buyouts without shareholder approval .
- Upcoming director grants at the 2025 Annual Meeting: aggregate $1,890,000 for current non‑employee directors (group level disclosure); individual RSU share counts determined by 30‑day VWAP on grant date .
Other Directorships & Interlocks
| Company | Relationship to Lucid | Interlock/Conflict Considerations |
|---|---|---|
| Blue Bird Corporation (Chairman) | OEM (school buses); not a direct EV passenger car competitor | Potential information flow across automotive OEM networks; no Lucid‑Blue Bird transactions disclosed |
| Electrical Components International (Chairman) | Supplier (electrical systems/components) | Could be a supplier to auto OEMs; related‑party risk would be reviewed by Audit Committee; no Lucid transactions disclosed |
| Lumileds (Director) | Supplier (automotive lighting) | Similar supplier adjacency; no transactions disclosed |
| Pangea Corporation (Director) | Supplier (automotive leather) | Supplier adjacency; no transactions disclosed |
The Audit Committee reviews and pre‑approves related‑person transactions; Committee has authority over related‑party review .
Expertise & Qualifications
- Automotive operations and supply chain leadership across tier‑1 suppliers; M&A/integration experience during multi‑company merger (Grede/HHI/Metaldyne) .
- Strategic sourcing, manufacturing, purchasing, and quality expertise; broad executive roles at Visteon, Metaldyne, Dana, Chrysler .
- Board leadership across OEMs and suppliers (Chairman roles), adding practical industry oversight capabilities .
- Education: B.A. Hiram College; M.B.A. University of Detroit .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at Lucid (as of Mar 31, 2025) | Not individually listed for Grimm in Security Ownership table; no specific share count disclosed |
| Outstanding Lucid equity awards (as of Mar 31, 2025) | None shown for Grimm under the Amended & Restated 2021 Stock Incentive Plan (“—”) |
| Stock ownership guidelines | Non‑employee directors expected to hold 5x annual board cash retainer ($150,000) within 5 years of the later of Jan 23, 2023 or first election/appointment; hedging/pledging prohibited |
| Clawback policy | Company adopted Compensation Recoupment Policy (executive‑focused) in Nov 2023; Plan provides for potential recoupment/forfeiture mechanisms in award agreements |
Governance Assessment
Key findings:
- Independence and committee structure: Grimm is independent; initial committee assignments are not disclosed, which limits immediate visibility into his oversight focus areas. Committees are fully independent; Audit reviews related‑party transactions and major risks, which is important given Grimm’s supplier board roles .
- Controlled company dynamics: Ayar’s right to nominate directors and designate the Chairman introduces concentration of influence; Grimm’s nomination through Ayar is a governance consideration. While Lucid does not currently use controlled‑company exemptions, Ayar’s committee representation rights can shape committee composition .
- Shareholder support: Strong “For” vote for Grimm (2.396B for vs 4.6M withheld), indicating investor confidence at the 2025 election .
- Pay and alignment: Director compensation is balanced between modest cash ($30k) and equity retainer (RSUs) with clear vesting schedules, RSU deferral options, and no options; prohibits hedging/pledging; ownership guidelines create alignment over time .
RED FLAGS / Watch items:
- Potential conflicts: External roles at automotive suppliers (ECI, Lumileds, Pangea) could present related‑party exposure if Lucid engages those entities; however, no such transactions are disclosed. The Audit Committee’s pre‑approval regime mitigates risk; continued monitoring is appropriate .
- Concentrated nomination influence: Ayar’s rights to nominate, chair the Board, and ensure committee representation (based on ownership) can limit board independence optics despite formal independence determinations; monitor use of controlled‑company exemptions and committee composition over time .
Director Compensation (2024 program context)
| Metric | Value | Notes |
|---|---|---|
| Annual RSU retainer | $270,000 | Vests in full on earlier of 1‑year anniversary or next annual meeting |
| New director initial RSU retainer | $375,000 | Vests in three equal annual tranches as described |
| Annual board cash retainer | $30,000 | Paid quarterly |
| Committee chair fees | $20,000 (Audit); $15,000 (Comp & HC); $10,000 (NCG); $20,000 (Executive) | Annual cash retainers |
| Committee member fees | $10,000 (Audit); $7,500 (Comp & HC); $5,000 (NCG); $10,000 (Executive) | Annual cash retainers |
| Special committee RSUs | $2,000 per meeting; max $20,000 | Fully vested RSUs at annual meeting or cash if separated before grant |
| RSU deferral availability | Yes | Settlement deferral until earlier of termination or change‑in‑control |
Shareholder Vote Evidence (June 5, 2025)
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Douglas Grimm | 2,396,266,846 | 4,618,465 | 382,914,053 |
Related Party Transactions & Controls
- Audit Committee must pre‑approve related‑person transactions; oversight includes financial reporting integrity, internal controls, and major risk exposures (product safety, cybersecurity, privacy; AI risks) .
- Controlled company status disclosed; Lucid currently does not utilize Nasdaq controlled‑company exemptions but may in future .
Committee Assignments, Chair Roles, and Expertise (current slate)
| Committee | Chair | Members | Grimm Status |
|---|---|---|---|
| Audit | Janet S. Wong | Wong; Lisa M. Lambert; Nichelle Maynard‑Elliott | Not listed |
| Compensation & Human Capital | Andrew Liveris | Liveris; Maynard‑Elliott; Winitzer | Not listed |
| Nominating & Corporate Governance | Turqi Alnowaiser | Alnowaiser; Maynard‑Elliott; Nouri | Not listed |
| Executive | Turqi Alnowaiser | Alnowaiser; Liveris; Winitzer | Not listed |
Grimm’s core expertise includes automotive operations, sourcing, manufacturing, and supplier integration; the Board notes he was selected based on extensive executive experience in the automotive industry .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Ownership guideline (NED) | 5x annual board cash retainer ($150,000) within 5 years |
| Hedging/Pledging | Prohibited for directors and employees |
| Current Lucid awards | None shown for Grimm as of Mar 31, 2025 |
| RSU deferral | Available under director program |
Final Implications
- Board effectiveness: Grimm’s deep supplier/operator background strengthens operational oversight; independence affirmed. Immediate committee placement will signal where he contributes (audit vs comp vs strategy). Strong shareholder support reduces short‑term confidence risk .
- Conflicts: Supplier board roles warrant transaction surveillance; Audit Committee process mitigates but does not eliminate perception risk—disclose any engagements promptly and ensure recusals as appropriate .
- Alignment: RSU‑heavy director pay, ownership guidelines, and anti‑hedging/pledging policies align director incentives with long‑term shareholder value; deferral features support longer holding periods .