Ori Winitzer
Director at LCID
Board
About Ori Winitzer
Ori Winitzer (age 49) has served on Lucid’s Board since April 2023. He is a founding member and Partner of Integrated Media Company (a TPG Inc. platform) since October 2018, and previously was Senior Managing Director at Guggenheim Partners (July 2017–September 2018), with prior investment banking roles at LionTree LLC and Rothschild & Co. He holds a B.A. in History and French from the University of Wisconsin–Madison and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guggenheim Partners | Senior Managing Director, led digital media practice | Jul 2017–Sep 2018 | Senior leadership, sector expertise |
| LionTree LLC | Investment banking positions (TMT focus) | Not specified | TMT deal experience |
| Rothschild & Co | Investment banking positions | Not specified | Global advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Integrated Media Company (TPG platform) | Founding member and Partner | Oct 2018–present | Digital media ecosystem focus |
| Toon Boom Animation | Director | Current | Software for animation/storyboarding |
| FootballCo | Director | Current | Media properties dedicated to football (soccer) |
Board Governance
- Committee assignments:
- Compensation and Human Capital Committee member; the committee met 15 times in 2024 (Chair: Andrew Liveris) and all members (including Winitzer) are independent under Nasdaq standards .
- Executive Committee member; Executive Committee met 11 times in 2024 (Chair: Turqi Alnowaiser) .
- Audit Committee member for the term ending at the 2024 Annual Meeting (Chair: Janet S. Wong); committee independence and financial literacy confirmed for members including Winitzer .
- Independence: Board and relevant committees affirm independence of members, including Winitzer, under Nasdaq standards .
- Attendance: In fiscal 2024, the Board held seven meetings; each director attended 80%+ of Board and committee meetings, and Winitzer attended the 2024 Annual Meeting of Stockholders .
- Controlled company context: Lucid is a “controlled company” under Nasdaq (Ayar/PIF >50% voting power); currently not using governance exemptions but may in future . Ayar has nomination rights and designated Winitzer among nominees .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 41,758 | 275,943 (RSUs, grant-date fair value) | — | 17,318 (personal use of Lucid Air + tax reimbursement) | 335,019 |
Director compensation program (as of 2025 Proxy):
- Annual Board Member retainer: $300,000 (cash $30,000 paid quarterly + RSUs $270,000; increased from $250,000 in 2023); annual RSUs vest at one-year anniversary or next annual meeting .
- Initial RSU grant for new directors: $375,000 vesting in three equal annual installments aligned to anniversaries/annual meetings .
- Additional annual cash retainers: Independent Chairman $30,000; Committee Chairs—Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000, Executive $20,000; Committee Members—Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Executive $10,000 .
- Special Committee Fees: fully vested RSUs at Annual Meeting equal to $2,000 per special committee meeting attended (cap $20,000), or cash if separated before grant .
Performance Compensation
- RSU deferral: Directors may elect to defer settlement of initial/annual RSUs; deferred RSUs settle upon earlier of service termination or change in control .
- RSU holdings: 129,080 RSUs reported for Winitzer as of December 31, 2024 (combined unvested and deferred vested) .
| Award Type | Grant/Status | Vesting/Settlement | Value/Units |
|---|---|---|---|
| Annual RSU retainer | Awarded annually | Vests at one-year anniversary or next annual meeting (service requirement) | $270,000 grant-date value (2024 program) |
| RSU deferral election | Available | Settlement upon termination or change in control | N/A |
| RSU units held | As of 12/31/2024 | Combined unvested and deferred vested | 129,080 units |
Performance metrics used in director compensation:
- None disclosed for director RSU grants (time-based vesting; no TSR/financial metrics specified) .
Other Directorships & Interlocks
| Attribute | Detail |
|---|---|
| Public company boards (including Lucid) | 1 (Lucid only) |
| Compensation Committee interlocks | None—members (including Winitzer) were not officers/employees of Lucid; no reciprocal board/comp committee interlocks with Lucid executives in the last year |
| Investor nomination rights | Ayar has rights to nominate directors and designate the Chairman; Winitzer designated by Ayar |
Expertise & Qualifications
- Extensive investment/advisory experience in digital media and TMT; deep financial knowledge .
- Education: B.A. (History and French), University of Wisconsin–Madison; M.B.A., Columbia University .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | Preferred Shares | % Outstanding | Notes |
|---|---|---|---|---|---|
| Ori Winitzer | 32,258 | <1% | — | — | As of March 31, 2025 |
| RSUs held (unvested + deferred vested) | 129,080 units | N/A | N/A | N/A | As of Dec 31, 2024 |
Stock ownership guidelines:
- Non-Employee Director requirement: 5x annual Board cash retainer; compliance expected within five years of Jan 23, 2023 or appointment date (whichever later) .
- Hedging/pledging: Insider Trading Policy prohibits certain transactions; full text referenced in filings (policy attached to 2024 10-K) . No pledging by Winitzer disclosed in proxy .
Governance Assessment
- Board effectiveness and engagement: Winitzer serves on two active committees—Compensation & Human Capital (15 meetings in 2024) and Executive Committee (11 meetings in 2024)—indicating high committee workload and engagement . Overall Board attendance thresholds were met (80%+), and he attended the 2024 Annual Meeting .
- Independence: Affirmed for committee service (Compensation and Audit in 2024), aligning with governance expectations despite controlled-company status .
- Ownership alignment: Direct common share ownership is modest (<1%); RSU holdings provide some equity linkage, and guidelines require building to 5x cash retainer over time, though compliance status is not disclosed .
- Compensation balance: Director pay mix is primarily RSUs plus modest cash retainers and committee fees, consistent with market practice; no options granted in 2024 .
- Potential conflicts/RED FLAGS:
- Controlled company and investor nomination rights: Ayar/PIF exercise significant influence over Board composition, including designation of Winitzer, which can constrain minority shareholder influence .
- Perquisites include personal vehicle use with tax gross-up; tax gross-ups are generally viewed unfavorably by some investors (present in “All Other Compensation”) .
- Say-on-Pay context: 2024 NEO say-on-pay received ~99% approval, indicating broad shareholder support for compensation practices; while not specific to directors, it suggests investor confidence in compensation oversight processes .