Marc Winterhoff
About Marc Winterhoff
Marc Winterhoff, age 56, is Interim Chief Executive Officer (since Feb 21, 2025) and previously served as Chief Operating Officer (Dec 2023–Feb 2025); he holds an M.A. in electrical and electronics engineering and management from Technische Universität Darmstadt . In 2024, Lucid achieved four consecutive record quarters of deliveries (71% YoY growth), started production of Lucid Gravity before year-end, and improved gross margin and working capital; liquidity ended 2024 at ~$6.13B . For 2024 performance PSUs, the company exceeded targets on deliveries (10,241 vs 9,000), gross margin (−$923MM vs −$1,027MM), and free cash flow (−$3,644MM vs −$4,136MM), yielding a 129.8% PSU payout factor; Winterhoff earned 1,386,704 PSUs under the 2024 tranche .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lucid Group, Inc. | Interim CEO | Feb 2025–present | Stabilize transition, scale Gravity production, prepare midsize platform launches; cost reduction focus . |
| Lucid Group, Inc. | Chief Operating Officer | Dec 2023–Feb 2025 | Oversaw operational efficiency, manufacturing, international expansion, go-to-market strategy . |
| Roland Berger | Partner (Automotive) | Oct 2011–Nov 2023 | Led operational leadership programs for OEMs, manufacturing/cost efficiency, mobility/sales/service concepts . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board or other external directorships disclosed for Winterhoff . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Interim CEO terms) |
|---|---|---|---|
| Base Salary ($) | $22,884 | $595,000 | Base salary unchanged; plus $20,000 monthly stipend while serving as Interim CEO |
| Target Bonus (% of Salary) | N/A (new hire) | 90% (target $535,500) | AIP opportunity maintained per role; stipend separate |
| 2024 AIP Payout ($) | N/A | $697,757 | N/A (will be determined for 2025) |
| Interim CEO RSU Grant | — | — | $4,000,000 grant value; vests quarterly over 16 quarters on Mar 5, Jun 5, Sep 5, Dec 5; accelerated vesting upon termination without cause/constructive resignation |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Company Metrics and Results
| Metric | Weight | Target | Actual | Payout Factor Contribution |
|---|---|---|---|---|
| Deliveries (units) | 30% | 9,000 | 10,241 | Above target → contributes to 130.3% Company Payout Factor |
| Gross Margin ($MM) | 20% | (1,027) | (923) | Above target → contributes to 130.3% Company Payout Factor |
| Free Cash Flow ($MM) | 30% | (4,136) | (3,644) (after approved adjustments) | Above target → contributes to 130.3% Company Payout Factor |
| Gravity Start of Production | 20% | SOP by Dec 31, 2024 | Achieved | Contributes to 130.3% Company Payout Factor |
| Company Payout Factor | — | — | — | 130.3%; Winterhoff payout $697,757 |
PSUs – 2024 Tranche Design, Targets, and Earned Amounts
| Item | Detail |
|---|---|
| Award mix and conversion | Winterhoff received $6,000,000 target PSUs in 2024; 30-day VWAP $2.8081 → 2,136,676 target PSUs . |
| Metrics & weights | Deliveries (1/3), Gross Margin (1/3), Free Cash Flow (1/3) . |
| Targets vs actual | Deliveries 9,000 vs 10,241; Gross Margin (1,027) vs (923) $MM; FCF (4,136) vs (3,644) $MM (adjusted) . |
| Payout factor | 129.8% for 2024 tranche; Winterhoff earned 1,386,704 PSUs . |
| Vesting schedule | 50% of earned shares vested Mar 5, 2025 upon certification; remaining vests equally over next four quarters (Jun 5, Sep 5, Dec 5, Mar 5, 2026) . |
PSUs – 2025 Tranche Setup
| Metric | Weight | Notes |
|---|---|---|
| Deliveries | 50% | Target adjusted in Q1 2025 to align with business plan approved Dec 2024 . |
| Free Cash Flow | 50% | Calculation adjusted consistently with 2024 operational change . |
| Vesting | — | 50% upon certification in Q1 2026/Mar 5, 2026; remainder quarterly over four quarters . |
Options and RSUs – Vesting and Terms
- Premium-Priced Options: 713,910 options granted historically; exercise price $5.25; 25% vested Dec 4, 2024, remainder vests 1/48 monthly thereafter .
- COO RSUs: 25% vested Dec 5, 2024; remaining 1/16 quarterly from Mar 5, 2025 through Dec 5, 2027 (footnote 10).
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (Common) as of Mar 31, 2025 | 744,508 shares; <1% of outstanding . |
| Unexercised options (unexercisable) | 535,433 at $5.25 exercise price . |
| Unvested RSUs | 535,434 units . |
| Earned PSUs (2024 tranche) | 1,386,704 units (earned at 129.8%) (footnote 12). |
| Unearned PSUs (2025 tranche, at maximum) | 1,602,507 units (unearned as of Dec 31, 2024) (footnote 13). |
| Hedging/pledging policy | Company prohibits hedging or pledging by directors/employees (including NEOs) . |
| Stock ownership guidelines | Robust executive/director ownership guidelines implemented in 2023 (policy referenced) . |
Potential selling pressure: Interim CEO RSU grant ($4,000,000) vests quarterly on Mar 5, Jun 5, Sep 5, Dec 5; 50% of 2024 tranche PSUs already vested Mar 5, 2025, with the remainder vesting over the subsequent four quarters, creating periodic supply from vesting events .
Employment Terms
| Term | Winterhoff Details |
|---|---|
| Employment start | COO from Dec 4, 2023; Interim CEO from Feb 21, 2025 . |
| Interim CEO stipend | $20,000 per month for any month/partial month as Interim CEO . |
| Interim CEO RSUs | $4,000,000 grant value; vests quarterly over 16 quarters; accelerated vesting upon termination without cause/constructive termination . |
| Severance (pre-promotion) | 9 months base salary & COBRA; CIC severance 12 months and 100% acceleration of outstanding equity; COBRA tax gross-up . |
| Severance (post-promotion) | Adjusted to 12 months for both non-CIC and CIC severance durations . |
| Equity acceleration (non-CIC) | Per offer letter, unvested RSUs and premium-priced options fully accelerate upon qualifying termination . |
| Equity acceleration (CIC) | 100% acceleration of outstanding equity awards (except 2021 CEO grant, not applicable to Winterhoff) . |
| Clawback | Awards subject to Compensation Recoupment Policy; clawback/recoupment terms noted in plan . |
| Perquisites | Elevated executive security services as needed during Interim CEO tenure . |
Investment Implications
- Pay-for-performance alignment: 2024 PSU structure tied to deliveries, gross margin, and free cash flow led to 129.8% payout; 2025 tranche focuses entirely on deliveries and free cash flow, maintaining operational alignment .
- Retention emphasis shift: Interim CEO RSU grant ($4,000,000) introduces time-based equity alongside prior performance-heavy mix, signaling retention and leadership continuity during transition; severance terms enhanced to 12 months, reducing near-term departure risk .
- Vesting calendar as trading signal: Quarterly vesting on Mar 5, Jun 5, Sep 5, Dec 5 for RSUs and residual PSU tranches may create periodic share supply; monitor Form 4 filings around these dates for potential selling pressure .
- Ownership alignment: Beneficial ownership is <1% of outstanding; no hedging/pledging permitted by policy; continued accumulation via vesting rather than open-market purchases suggests alignment primarily through incentive equity .