Janet S. Wong
Director at LCID
Board
About Janet S. Wong
Independent director; age 66; director since July 2021. Retired KPMG LLP partner and National Industry Practice Lead Partner; licensed CPA with 30+ years in public accounting. Credentials include NACD Certified Director, executive education at Harvard Business School and Stanford Law School; advanced degrees: Master of Professional Accountancy (Louisiana Tech University) and Master of Taxation (Golden Gate University) . Audit Committee Chair and designated “audit committee financial expert” under SEC rules; board determined independence and financial literacy for Audit Committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner (retired); National Industry Practice Lead Partner | Prior to LCID board service (dates not specified) | Financial reporting, risk and regulatory expertise |
| Big Controls Inc. | Advisory Board Member | May 2016 – May 2020 | Governance and analytics advisory |
| Shine Technologies (private) | Director | Apr 2021 – Aug 2022 | Clean energy oversight |
| Allegiance Bancshares, Inc. | Director | Apr 2020 – Oct 2022 | Banking oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TWFG Inc. | Director | Since Jul 2024 | Insurance distribution platform |
| Enviva Inc. | Director | May 2015 – Dec 2024 | Global energy; prior public company board |
| Lumentum Holdings Inc. | Director | Sep 2020 – Nov 2024 | Optical/photonics; prior public company board |
| Louisiana Tech University Foundation | Non-profit Board Member | Current | Non-profit governance |
| NACD Tri-Cities Chapter | Non-profit Board | Noted in 2024 proxy | Governance community involvement |
| Public Company Boards (incl. Lucid) | Count | As of 2025: 2 | Aggregate count reported in nominees table |
Board Governance
- Committee assignments: Audit Committee Chair; 2025 members Lisa M. Lambert and Nichelle Maynard-Elliott; 2024 members Glenn R. August and Ori Winitzer .
- Independence and financial expertise: Board determined independence and financial literacy; Wong designated “audit committee financial expert” per SEC and Nasdaq .
- Attendance and engagement: Board met 7 times in FY2024; each director attended ≥80% of aggregate meetings; Wong attended the 2024 Annual Meeting as a Board representative. FY2023 Board met 9 times; each director attended ≥75% of aggregate meetings. Independent directors hold executive sessions at quarterly meetings .
- Audit Committee scope (selected): Oversees auditor selection/independence, internal controls, financial reporting integrity, risk management (including cybersecurity, privacy, product safety, and AI), related-person transactions, whistleblower procedures; prepares the SEC-required audit committee report .
Fixed Compensation
| Metric | FY2023 (USD) | FY2024 (USD) |
|---|---|---|
| Fees Earned or Paid in Cash | $50,000 | $50,000 |
| Stock Awards (Grant-date fair value) | $225,806 | $275,943 |
| Option Awards | $0 | $0 |
| All Other Compensation (perqs) | $4,457 | $21,004 |
| Total Compensation | $280,263 | $346,947 |
- Director program levels: 2024 program—$280,000 (cash $30,000 + RSUs $250,000); 2025 program—$300,000 (cash $30,000 + RSUs $270,000). Chair premiums: Audit $20,000; committee member stipends: Audit $10,000; other committee rates as disclosed .
Performance Compensation
| Item | 2023 | 2024 | Vesting/Notes |
|---|---|---|---|
| Annual RSU Retainer (policy value) | $250,000 | $270,000 | Vests in full on earlier of 1-year from grant or next annual meeting, subject to service |
| RSUs Outstanding (#) | 35,993 (as of 12/31/2023) | 96,822 (as of 12/31/2024) | Includes unvested and deferred-settlement RSUs per program |
| Deferral Elections | Available for annual RSUs | Available for initial and annual RSUs | Settlement at earliest of termination or change in control |
| Special Committee Fees (2025 estimate) | N/A | N/A | Estimated fully vested RSUs equal to $2,000 per special meeting; Wong est. $14,000 cap subject to Annual Meeting grant |
- Performance metrics: No director PSUs/options; RSU vesting is time-based; no revenue/EBITDA/TSR metrics disclosed for directors .
Other Directorships & Interlocks
| Company | Status | Role/Notes |
|---|---|---|
| Lucid Group, Inc. | Current | Independent director; Audit Committee Chair |
| Public company boards (incl. Lucid) | Count = 2 (as of 2025) | Aggregate count, names beyond Lucid not listed in 2025 biography |
| Enviva Inc. | Prior | Director (ended Dec 2024) |
| Lumentum Holdings Inc. | Prior | Director (ended Nov 2024) |
| Allegiance Bancshares, Inc. | Prior | Director (ended Oct 2022) |
| Shine Technologies | Prior (private) | Director (ended Aug 2022) |
| TWFG Inc. | Current | Director (since Jul 2024; appears private) |
- Related-party oversight: Audit Committee reviews and pre-approves related-person transactions; LCID disclosed Saudi KAEC lease with PIF-related party (Emaar). No Wong-specific related-party transactions disclosed .
Expertise & Qualifications
- CPA; 30+ years in public accounting; retired KPMG partner and industry lead .
- Audit committee financial expert; financial literacy; enterprise risk management expertise including AI/cyber oversight, M&A, strategy .
- NACD Certified Director; executive education (Harvard, Stanford) .
Equity Ownership
| Metric | As of Apr 2, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 49,554 | 53,289 |
| % of Shares Outstanding | Less than 1% | Less than 1% |
| RSUs Outstanding (#) | 35,993 (unvested/deferred) | 96,822 (unvested/deferred) |
| Pledging/Hedging | Company prohibits pledging/hedging of Lucid securities (policy) | Company prohibits pledging/hedging of Lucid securities (policy) |
| Ownership Guidelines | Non-Employee Directors: 5x annual board cash retainer | Non-Employee Directors: 5x annual board cash retainer |
Governance Assessment
- Positives:
- Independent Audit Chair with SEC-designated financial expert status; clear risk oversight mandate including cybersecurity and AI; robust related-party review .
- Strong attendance norms; directors attended ≥80% in FY2024 and ≥75% in FY2023; participated in annual meeting; regular executive sessions of independent directors/committees .
- Stock ownership guidelines for directors; prohibition on pledging/hedging; annual say-on-pay support ~99% indicates positive shareholder sentiment towards compensation governance (for NEOs) .
- Watch items / RED FLAGS:
- Perquisite tax reimbursement (“tax gross-up”) for personal use of company-owned Lucid Air vehicles is provided to directors, which some investors view as shareholder-unfriendly; appears larger in 2024 vs 2023 for Wong .
- Controlled company dynamics: PIF beneficially controls ~64% voting power, which may influence governance; reinforces the importance of a strong, independent Audit Chair .
- Compensation structure shifts:
- Increase in director equity retainer to $270,000 for 2025 (from $250,000), and Nominating committee chair cash retainer increased to $10,000; audit chair remains $20,000. Raises fixed/equity mix while retaining at-risk (time-based) equity component .
- Section 16 compliance:
- Company reported timely Section 16 filings in 2025; 2024 noted one late Form 4 for another director (not Wong) due to clerical error .
Overall implication: Wong’s financial expertise and independence as Audit Chair are governance positives, particularly under a controlled company structure. The presence of perquisite tax reimbursement warrants monitoring, but the broader framework (ownership guidelines, no hedging/pledging, related-party oversight) supports investor confidence in board effectiveness .