Robert Carlile

About Robert P. Carlile

Robert P. Carlile (age 69) is Chair of the Board of MicroVision (MVIS) and an independent director, serving since 2017 and appointed Board Chair in June 2022 . He is designated an audit committee financial expert by the Board, reflecting deep financial and accounting expertise from a 39-year public accounting career at KPMG LLP (partner 2002–2016) and Arthur Andersen LLP (partner 1987–2002) with multiple operating leadership roles .

Past Roles

Organization	Role	Tenure	Committees/Impact
KPMG LLP	Partner	2002–2016	Lead audit partner on numerous public company engagements; held operating leadership positions
Arthur Andersen LLP	Partner	1987–2002	Lead audit partner; operating leadership positions

External Roles

Organization	Role	Tenure	Committees/Impact
Expeditors International of Washington, Inc. (EXPD)	Chair of the Board; previously Audit Committee Chair	Director since 2019; Audit Chair in 2020; Board Chair since 2022	Independent nominee; active governance roles; attendance thresholds met; 2024 director compensation disclosed
Virginia Mason Franciscan Health	Director	Not disclosed	Board service at major health system

Board Governance

Committee assignments (as of March 31, 2025): Compensation Committee member and Nominating & Governance Committee member; designated Audit Committee financial expert .
Independence: Board determined all directors except the CEO are independent; Carlile is independent under Nasdaq and SEC standards .
Attendance: Board met seven times in 2024 with written consent actions three times; each director attended ≥75% of Board and applicable committee meetings; directors are encouraged to attend annual meeting (all but one attended in 2024) .
Board leadership: Roles of Chair and CEO are separated; as Chair, Carlile sets agendas, leads meetings, and liaises between Board and management .
Committee leadership update: Following September 2025 executive role changes, the Board appointed Robert Carlile as Audit Committee Chair effective September 30, 2025 .

Fixed Compensation

Component (2024)	Amount
Fees Earned or Paid in Cash	$125,000
Stock Awards (grant-date fair value)	$88,495
Option Awards	—
Total	$213,495

Director Compensation Policy: Base cash $75,000; Board Chair fee $50,000; committee chair fees—Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; annual RSU grant ≈$100,000 based on 20-day average; RSUs vest in equal quarterly installments with final vesting by the earlier of one year or the day before the next annual meeting .

Performance Compensation

MicroVision does not disclose performance-based pay for non-employee directors; equity grants (RSUs) vest time-based per the Director Compensation Policy .
Plan constraints: Non-employee director annual equity award limit of $750,000 (increased to $1,000,000 in initial fiscal year); prohibition on option repricing/exchange without shareholder approval .

Other Directorships & Interlocks

Company	Relationship to MVIS	Potential Interlock/Conflict
Expeditors International (EXPD)	Logistics services; MVIS is lidar/perception software	No disclosed related-party transactions; industry overlap minimal; Board views independence satisfied
Virginia Mason Franciscan Health	Healthcare system	Nonprofit board service; no MVIS-related transactions disclosed

Expertise & Qualifications

Financial & Accounting: Audit committee financial expert designation; decades as public company lead audit partner across technology, logistics, retail, transportation, manufacturing .
Governance: Public board service and leadership roles; Board Chair responsibilities at MVIS and EXPD .
Strategic oversight: Experience managing professional service organizations, enterprise risk oversight, and capital markets awareness highlighted across MVIS governance sections .

Equity Ownership

Metric (as of Feb 28, 2025)	Value
Total Beneficial Ownership (shares)	294,666
Ownership % of Outstanding	<1%
Options Outstanding (exercisable)	30,000
RSUs Outstanding (director program)	40,224 RSUs outstanding for each active non-employee director as of Dec 31, 2024

Hedging/Pledging: Prohibited from short sales, exchange-traded options, hedging transactions, and pledging MicroVision securities (except to MicroVision), supporting alignment with shareholders .

Insider Trades (Form 4 – recent activity)

Filing Date	Transaction Date	Type	Security	Shares	Price	Post-Transaction Ownership	SEC Link
2025-09-03	2025-09-02	M-Exempt (acquisition via RSU settlement)	Common Stock	22,007	$0.00	306,785	https://www.sec.gov/Archives/edgar/data/65770/000164117225026416/0001641172-25-026416-index.htm
2025-09-03	2025-09-02	M-Exempt (disposition—RSUs)	Restricted Stock Units	22,007	$0.00	0 (RSUs converted)	https://www.sec.gov/Archives/edgar/data/65770/000164117225026416/0001641172-25-026416-index.htm

Governance Assessment

Strengths: Independent Board Chair with audit expert credentials; active committee work (Compensation; Nominating & Governance; Audit Chair effective Sept 2025); strong attendance; separation of Chair/CEO roles; robust hedging/pledging restrictions; related-party transactions screened by Audit Committee with none >$120,000 in 2024 .
Alignment: Director compensation mix balances cash ($125,000 in 2024 for Carlile) and equity ($88,495 RSUs), promoting skin-in-the-game; beneficial ownership 294,666 shares (<1%) plus options enhances alignment; insider RSU settlements indicate continued equity exposure .
Shareholder signals: 2024 say-on-pay approval ~72%—supportive but not overwhelming, suggesting scope for continued engagement on pay practices; Compensation Committee uses independent consultant (F.W. Cook) and a defined peer group; executive bonus metrics include revenue and adjusted EBITDA .
Red flags: None disclosed regarding related-party transactions, pledging/hedging, or committee interlocks; Compensation Committee interlocks/insider participation not present over prior three years .