Nichelle Maynard-Elliott
Director at LCID
Board
About Nichelle Maynard-Elliott
Age 56; independent director of Lucid Group, Inc. since July 2021. Founder & CEO of Dunamis Transaction Advisors LLC (since Nov 2019); previously Executive Director, M&A at Praxair, Inc., with earlier legal roles at Praxair. Education: B.A. Economics (Brown University); J.D. (Columbia Law School). Skills highlighted by LCID: public company oversight, evaluating strategy/investments, extensive legal and financial management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dunamis Transaction Advisors LLC | Founder & CEO | Nov 2019 – Present | M&A advisory leadership |
| Praxair, Inc. | Executive Director, M&A | Jul 2011 – May 2019 | Led corporate M&A |
| Praxair, Inc. | Assistant General Counsel | Jul 2007 – 2011 | Legal leadership |
| Praxair, Inc. | Senior Counsel | 2003 – 2007 | Corporate counsel |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Lucid Group, Inc. | Director | Jul 2021 – Present | Independent director |
| Xerox Holdings Corporation | Director | May 2021 – Present | Public company board |
| Element Solutions Inc | Director | Aug 2018 – Jun 2024 | Public company board (former) |
| The Advisors’ Inner Circle Fund III | Trustee | Jun 2021 – Present | Fund complex trustee |
| Chiron Capital Allocation Fund Ltd. | Director | Jun 2021 – Present | Fund director |
| Public company boards count (incl. Lucid) | — | As reported in nominees table | 2 |
Board Governance
- Committee assignments (2024-2025): Audit Committee member; Compensation & Human Capital Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board affirmed all nominees (including Maynard‑Elliott) are independent under Nasdaq standards; Audit Committee members (including Maynard‑Elliott) deemed independent and financially literate .
- Attendance and engagement: Board met 7 times in 2024; each director attended ≥80% of Board and committee meetings during their service; Audit Committee met 6 times; Compensation & Human Capital Committee met 15 times; Nominating & Corporate Governance Committee met once; Executive Committee met 11 times .
- Controlled company context: LCID is a “controlled company” (Ayar/PIF >50% voting). Ayar holds nomination rights and designated five nominees including Maynard‑Elliott; Ayar may designate the Chair and at least one committee member given ownership thresholds .
- Risk oversight: Audit oversees financial reporting, internal controls, related-person transactions, cybersecurity and AI-related IT risks; Compensation Committee oversees compensation risk; Nominating oversees governance and sustainability programs .
Fixed Compensation (Non-Employee Director)
Program structure (as of 2024-2025):
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer (cash) | $30,000 | Paid quarterly |
| Board annual equity retainer (RSUs) | $270,000 | Time-based RSUs; vest at earlier of 1-year anniversary or next AGM |
| Initial equity retainer (new directors) | $375,000 | RSUs vest in 3 equal annual tranches aligned to AGMs |
| Independent Chairman fee (cash) | $30,000 | Additional annual cash |
| Committee chair fees (cash) | Audit $20,000; Comp & HC $15,000; Nominating & Gov $10,000; Executive $20,000 | Annual |
| Committee member fees (cash) | Audit $10,000; Comp & HC $7,500; Nominating & Gov $5,000; Executive $10,000 | Annual |
| Special committee service | RSUs equal to $2,000 per special meeting (cap $20,000) | Granted at AGM; if director departs earlier, paid in cash |
2024 actual non-employee director compensation (selected):
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Nichelle Maynard‑Elliott | 47,816 | 275,943 | — | 21,254 (vehicle use + tax reimbursement) | 345,013 |
Notes: “All Other Compensation” reflects personal use of a Company-owned Lucid Air and related tax reimbursement . She has elected to defer settlement of RSUs .
Performance Compensation
Director equity design and metrics:
| Award Type | Vesting | Performance Metrics |
|---|---|---|
| Annual RSU retainer | Vests in full at earlier of 1-year from grant or next AGM; service-based | None (time-based; no performance metrics) |
| Initial RSU grant (new directors) | 3 equal annual installments tied to anniversaries/AGMs; service-based | None (time-based) |
| Special committee RSUs | Fully vested on AGM grant date (value per meetings attended) | None (service recognition) |
Clawback framework applies to incentive compensation (executive-focused) and awards may be subject to reduction/recoupment per Company policy adopted to comply with Rule 10D and Nasdaq standards (Nov 13, 2023) .
Other Directorships & Interlocks
- Current public boards: Lucid (since 2021); Xerox Holdings (since 2021). Prior: Element Solutions Inc (2018–2024) .
- Compensation Committee interlocks: LCID discloses no interlocks and that no Comp Committee member (including Maynard‑Elliott) has been an LCID officer or employee; no LCID executive officer serves on another company’s board or comp committee with reciprocal relationships .
Expertise & Qualifications
- Legal and financial management background; extensive M&A experience (Praxair) and board oversight at public companies .
- Audit Committee independence and financial literacy affirmed by Board; the committee’s designated “financial expert” is the chair (Janet S. Wong), not Maynard‑Elliott .
Equity Ownership
Ownership and alignment data:
| Item | Value | Date/Source |
|---|---|---|
| Beneficially owned common shares | 53,289 | As of Mar 31, 2025 |
| Ownership % of common shares outstanding | * (less than 1%) | As of Mar 31, 2025 |
| RSUs outstanding (unvested and deferred vested RSUs) | 138,905 | As of Dec 31, 2024 |
| Aggregate RSUs granted since plan inception (other stock awards) | 150,111 | Through Mar 31, 2025 |
| Stock ownership guideline (non-employee director) | 5x annual board cash retainer | Adopted 2023; 5-year compliance window |
| Hedging/pledging policy | Prohibited for directors and employees | Governance policy |
| Meeting attendance threshold | ≥80% of Board/committee meetings | FY2024 |
Note: Company does not disclose individual compliance status with ownership guidelines; guidelines set expectations but status vs. requirement is not specified in the proxy .
Insider Trades (Form 4)
| Transaction Date | Type | Shares Acquired | Price | Post-Transaction Ownership | Filing URL |
|---|---|---|---|---|---|
| 2025-06-05 | Award (A) | 108,713 | $0.00 | 258,824 | https://www.sec.gov/Archives/edgar/data/1811210/000162828025030243/0001628280-25-030243-index.htm |
| 2024-06-04 | Award (A) | 96,822 | $0.00 | 150,111 | https://www.sec.gov/Archives/edgar/data/1811210/000092963824002091/0000929638-24-002091-index.htm |
Source: Insider-trades skill (Form 4 filings; reporting name “Maynard‑Elliott Nichelle”; typeOfOwner: director).
Governance Assessment
-
Positives
- Independence affirmed; serves on three core committees, indicating high engagement and broad oversight across financial reporting, compensation/human capital, governance/sustainability .
- Strong committee activity: Comp Committee met 15 times; Audit met 6; Board members met attendance threshold (≥80%), supporting board effectiveness .
- Shareholder-aligned policies: stock ownership guidelines (5x cash retainer); clawback policy compliant with SEC/Nasdaq; no option/SAR repricing; no hedging/pledging; no excise tax gross-ups .
- 2024 say‑on‑pay support at ~99%, signaling high investor confidence in compensation governance generally .
-
Watch items / potential conflicts
- Controlled company structure: Ayar/PIF holds majority voting power and designates five directors including Maynard‑Elliott, potentially influencing board composition despite independence determinations; ongoing monitoring of related‑party transactions advisable (Audit Committee reviews such transactions) .
- Director perquisites: disclosure of personal use of a Company vehicle and tax reimbursement for some directors (including Maynard‑Elliott) warrants monitoring for reasonableness vs. governance best practices .
- Equity share pool: if the 2025 stock plan amendment is approved, overhang would increase to ~10.02% (company-wide), implying potential dilution; as a director and Comp Committee member, oversight of grant pacing and dilution is a governance focal point .
-
Legal/other risk
- Company discloses no material legal proceedings involving directors (including Maynard‑Elliott) .
Related-Party Transactions & Conflicts Oversight
- Audit Committee reviews and pre-approves related‑person transactions; Nominating & Governance reviews conflicts and director independence determinations .
- Controlled-company dynamics and Ayar nomination rights disclosed; Board states it does not currently utilize controlled company exemptions but retains right to do so .
Director Compensation Structure Analysis
- Mix emphasizes equity retainers (time-based RSUs) over options; no director meeting fees for standard meetings; modest cash retainers; special committee service compensated via capped RSU awards. Shift to RSUs reduces risk vs. options and improves alignment through stock value exposure .
- Year-over-year change: Annual equity retainer increased from $250,000 (2023) to $270,000 (2024), indicating incremental equity-based pay; Nominating & Governance Committee makes recommendations on director compensation .
- Caps exist under the equity plan for outside director total comp ($1,000,000 in first year; $750,000 thereafter), limiting pay inflation risk .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~99% of votes cast; Board will continue annual say‑on‑pay and revisit frequency in 2028; Comp Committee cites outcome as supportive of compensation design .
Compensation Committee Analysis
- 2024 Compensation & Human Capital Committee members: Andrew Liveris (Chair), Nichelle Maynard‑Elliott, Ori Winitzer; all independent under Nasdaq rules; self-evaluation performed annually; retains independent advisors (Pay Governance) with independence affirmed; no interlocks .
RED FLAGS
- Controlled company influence and Ayar/PIF nomination rights (including for committee placements) require continued scrutiny for potential conflicts, despite independence determinations .
- Equity plan dilution/overhang rising if amended plan approved (~10.02% overhang), necessitating careful oversight of future grants .
ENDNOTES
- All committee memberships, independence determinations, attendance, governance policies, compensation structures, ownership data, and biographical details are sourced from Lucid Group, Inc. 2025 DEF 14A dated April 24, 2025, with citations inline by section and table: .
- Insider trading records are from SEC Form 4 filings as cited with full URLs in the Insider Trades table.