Turqi Alnowaiser

About Turqi Alnowaiser

Turqi Alnowaiser (age 48) has served on Lucid’s board since April 2019 and as Chairman since April 2023. He is Deputy Governor and Head of International Investments at Saudi Arabia’s Public Investment Fund (PIF) since June 2021; previously Head of International Investments since October 2016 and Senior Advisor from October 2015 to September 2016. He earlier held executive roles at Saudi Fransi Capital and worked at Morgan Stanley, the Capital Market Authority of Saudi Arabia, and the Saudi Industrial Development Fund. He holds a B.A. in International Business (King Saud University) and an MBA (University of San Francisco) .

Past Roles

External Roles

Board Governance

• Chairman of the Board; director since 2019; current term to 2026 .
• Committee leadership: Chair, Nominating & Corporate Governance; Chair, Executive Committee .
• Independence: Board determined all nominees (including Alnowaiser) are independent under Nasdaq standards .
• Attendance: In 2024 the Board met 7 times; each director attended ≥80% of Board and committee meetings. Executive Committee met 11 times in 2024 .
• Controlled company dynamics: Lucid is a “controlled company” under Nasdaq rules (Ayar/PIF >50% voting power). Ayar is entitled to select the Chairman; independent committees hold executive sessions; Lead Director policy applies if Chairman is not independent when not using controlled-company exemptions .
• Nominating & Corporate Governance Committee scope includes director independence determinations, non-employee director compensation, and reviewing conflicts of interest; it met once in 2024 .

Fixed Compensation

Program structure for non-employee directors:

• Board member: $30,000 annual cash retainer; $270,000 annual equity retainer in RSUs (increased from $250,000 in 2023); vest on the earlier of one-year anniversary or next annual meeting .
• Independent Chairman: +$30,000 cash retainer .
• Committee chair fees: Audit $20,000; Compensation & Human Capital $15,000; Nominating & Corporate Governance $10,000; Executive $20,000 (annual cash) .
• Committee member fees: Audit $10,000; Compensation & Human Capital $7,500; Nominating & Corporate Governance $5,000; Executive $10,000 (annual cash) .
• Special committee service: Fully vested RSUs at grant date value equal to $2,000 per special meeting since prior annual meeting, capped at $20,000; estimated $10,000 for Alnowaiser for the 2025 annual meeting grant .

Performance Compensation

Additional RSU information (as of Dec 31, 2024):

• Unvested/Deferred RSUs outstanding: 96,822 units for Alnowaiser .
• Aggregate “other stock awards” under the equity plan attributed to Alnowaiser: 150,111 shares (RSUs/PSUs classification; directors generally receive RSUs) .

Director Compensation (Detail)

Notes:

• Director perquisites disclosed include personal use of company vehicles (value and tax reimbursement) for certain directors; none reported for Alnowaiser in 2024 .
• No meeting fees for standing committees; special committee service compensated via RSUs as described .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive investing leadership at PIF, overseeing large global enterprises and international investments .
• Prior asset management leadership and regulatory experience (Saudi Fransi Capital; Capital Market Authority) and financial products roles (Morgan Stanley; Saudi Industrial Development Fund) .
• Education: B.A. International Business (King Saud University) and MBA (University of San Francisco) .

Equity Ownership

Breakdown and notes:

• Personal holdings: 2,117,270 common shares held by Alnowaiser; excludes 96,822 RSUs that will not vest within 60 days; he also holds 96,822 unvested RSUs as of Dec 31, 2024 .
• Ayar Third Investment Company (wholly owned by PIF) holds 2,248,197,909 common shares. As Deputy Governor of PIF, Alnowaiser has shared voting power over Ayar’s shares but has no pecuniary interest and disclaims beneficial ownership of such shares .
• Shares outstanding as of March 31, 2025: 3,048,800,731 common; preferred is convertible into 485,350,618 common shares .
• Hedging/pledging prohibited by policy for directors and employees .
• Stock ownership guidelines for executives and directors were implemented (robust guidelines; numeric multiples not disclosed in proxy) .

Related Party & Conflict Considerations

• Controlled company: PIF/Ayar beneficially controls ~64% voting power; Ayar entitled to select the Chairman (currently Alnowaiser). Concentrated control and chairman selection rights are governance risk factors despite Nasdaq “independence” determination .
• Government of Saudi Arabia EV Purchase Agreement (Aug 2023): Up to 100,000 vehicles (minimum 50,000; option for additional 50,000 over ten years). 2024 net vehicle sales recognized under the arrangement: SAR 654.6 million (~$174.2 million). PIF is an instrumentality of the Kingdom of Saudi Arabia; this creates related-party exposure given Alnowaiser’s PIF role .
• Conflicts oversight: Nominating & Corporate Governance Committee, chaired by Alnowaiser, reviews conflicts of interest of directors and officers and non-employee director compensation .

Independence, Attendance & Engagement

• Board determined all nominees are independent under Nasdaq rules; no family relationships among directors/NEOs .
• 2024 Board activity: 7 meetings; each director attended ≥80%; independent directors hold executive sessions regularly. Executive Committee (chaired by Alnowaiser) met 11 times in 2024 .
• 2024 Committee activity: Compensation & Human Capital Committee met 15 times; Nominating & Corporate Governance Committee met once .

Compensation Governance & Safeguards

• Independent Compensation & Human Capital Committee and independent consultant (Pay Governance) engaged; Pay Governance also advises on non-employee director compensation .
• Best practices: No option/SAR repricing without stockholder approval; no dividends on unvested awards; no single-trigger change in control; no excise tax gross-ups; hedging/pledging prohibited .

Governance Assessment

• Red flags:
  • Controlled-company status with Ayar/PIF selecting the Chairman and holding ~64% voting power; concentrated control can impair minority stockholder influence .
  • Material related-party exposure via the Saudi EV Purchase Agreement; the chair’s PIF role heightens perceived conflict risk even with disclaimers of pecuniary interest .
• Mitigants:
  • Board and key committees (Audit, Compensation & Human Capital, Nominating & Corporate Governance) are composed of independent directors per Nasdaq; committee chairs can hold executive sessions without management/non-independent directors present .
  • Active committee cadence (e.g., Compensation & Human Capital Committee met 15 times in 2024; Executive Committee met 11 times), and strong attendance (≥80%) support board engagement .
  • Independent compensation governance with external consultant and clear director pay structure; no meeting fees for standing committees; equity vesting tied to service rather than discretionary bonuses .

Overall signal: Alnowaiser brings deep sovereign wealth and global board experience and chairs governance-critical committees. However, concentrated control by Ayar/PIF and government-related commercial arrangements create ongoing related-party optics and potential conflicts—investors should monitor committee conflict reviews, transaction terms, and any changes to controlled-company exemptions and chairman selection rights .