Peter Kruk

About Peter Kruk

Peter Kruk, age 57, has served as an independent Class II director of Neonode since October 2024 . He is CEO and a board member of NCAB Group AB (Nasdaq Stockholm), and previously held senior operating roles in global industrials, including President EMEA at Dometic Group (2018–2020) and President of Electronics at Stoneridge Inc. (2009–2018) . He was elected to NEON’s board in connection with an expansion of the board from four to five members and stood for re‑election at the 2025 AGM, where he was re‑elected for a three‑year term . The board determined all directors are independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Structure and independence: NEON separates the Chair and CEO roles; Ulf Rosberg serves as non-executive Chair; there is no Lead Independent Director; all directors, including Kruk, are deemed independent under Nasdaq rules . Independent directors regularly meet in executive sessions .
• Committees and chair roles: Kruk is Chair of the Compensation, Nomination & Governance (CNG) Committee; other members are Peter Lindell and Ulf Rosberg . He is not on the Audit Committee (members: Per Löfgren—Chair and audit committee financial expert—Peter Lindell, Ulf Rosberg) .
• Committee mandates: The CNG Committee oversees CEO and executive compensation, equity and incentive plans, director nominations, governance policies, and board/committee evaluations .
• Attendance: The board met 9 times in 2024; each director attended at least 75% of the aggregate board and committee meetings on which they served . Note: only one of five directors attended the 2024 Annual Meeting (pre‑Kruk appointment), a potential engagement concern at the board level .
• 2025 director election outcome: Kruk was re‑elected with 6,357,970 votes for; 2,907 withheld; 548,144 broker non-votes .

Fixed Compensation

• Compensation consultant usage: The CNG Committee did not retain a compensation consultant in 2024 and had not engaged one for 2025 as of the proxy filing .

Performance Compensation

• Equity/Options: No stock or option awards were held by directors as of December 31, 2024 .
• Performance-based elements for directors: None disclosed in the director compensation framework; the non‑employee director compensation policy specifies a cash retainer (no equity detailed) .

Other Directorships & Interlocks

• Related‑party transactions: Since January 1, 2023, NEON reports no related person transactions within Item 404 scope; policy requires approval by disinterested directors for such transactions .

Expertise & Qualifications

• Sector expertise: Automotive and industrial electronics leadership experience (Dometic, Stoneridge) .
• Governance expertise: Serves as Chair of CNG Committee, overseeing executive pay, equity plan administration, director nominations, and governance policies .
• Financial expertise designation: The Audit Committee’s financial expert is Per Löfgren; no such designation for Kruk .

Equity Ownership

Insider Trades (Director-Level)

Source: Insider trades skill (Form 3 parsed; no Form 4 transactions found in the period searched).

Say‑on‑Pay & Shareholder Feedback

• Implication: Say‑on‑pay passed; high abstentions indicate notable non‑voting, but not opposition; board/CNG Committee is expected to consider results in future pay decisions .

Governance Assessment

• Strengths

  • Independent director with deep operating experience in automotive and electronics; current public‑company CEO (relevant for customer/partner ecosystems) .
  • Immediate elevation to Chair of CNG Committee signals confidence in his governance and compensation oversight capabilities .
  • Board-level controls: separation of Chair/CEO, regular executive sessions, formal clawback policy for executives, and hedging prohibitions for insiders .
  • 2025 re‑election outcome shows strong shareholder support (over 6.35M votes “for”) .

• Watch‑outs / potential red flags

  • Director equity alignment: no director equity awards outstanding at year‑end 2024; Kruk reported zero beneficial ownership on Form 3, indicating limited “skin‑in‑the‑game” at appointment .
  • Board shareholder‑facing engagement: only one of five directors attended the 2024 Annual Meeting (pre‑Kruk appointment), which may reflect broader board engagement norms to monitor .
  • Compensation advisory infrastructure: CNG Committee did not use an external compensation consultant in 2024/early 2025; helpful to track this given evolving leadership and strategy .

• Conflicts/related‑party exposure

  • Independence affirmed; 8‑K states no arrangements or related‑party transactions tied to Kruk’s appointment; company reports no related person transactions since Jan 1, 2023 .

Compensation Committee (CNG) Snapshot

• Members: Chair Peter Kruk; members Peter Lindell and Ulf Rosberg; all independent .
• Responsibilities: CEO/executive compensation, incentive/equity plan oversight, director nominations and governance, board/committee evaluations .
• Consultant usage: None in 2024; not engaged for 2025 at time of proxy .

Notes on Data Gaps

• Director stock ownership guidelines and pledging policy were not disclosed in the proxy; only a general hedging prohibition is stated .
• Individual director meeting attendance rates are not itemized; only an “at least 75%” aggregate compliance statement is provided .

Bottom line: Kruk brings relevant operating and automotive electronics expertise and immediately anchors NEON’s compensation and governance oversight as CNG Chair. Near‑term governance focus should monitor director ownership alignment (given zero holdings at Form 3 and absence of director equity awards), external compensation advisory support for the CNG Committee, and ongoing board engagement with shareholders at annual meetings .