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AEye (NASDAQ: LIDR) reshapes executive pay and severance, cutting total base 24%

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AEye, Inc. updated its executive compensation and severance arrangements. The Board approved an Amended and Restated Change in Control Severance Agreement that extends severance protection to certain terminations not tied to a change in control, including resignations for “good reason” or terminations without “cause.” For CEO Matthew Fisch, a Unilateral Termination provides 12 months of base salary and continued group health coverage for the same period, subject to a waiver and release of claims and other conditions. The Compensation Committee also raised CFO Conor Tierney’s annual base salary from $361,000 to $385,000 and increased his bonus target from 65% to 70% of base salary, and increased Mr. Fisch’s base salary from $500,000 to $562,000, both effective May 1, 2026. Despite these individual increases, the company states that base compensation for named executive officers will decline by 24% on a go-forward basis due to a broader restructuring.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $385,000 per year Conor B. Tierney, effective May 1, 2026
CFO prior base salary $361,000 per year Before May 1, 2026
CFO bonus target 70% of base salary Increased from 65% of base salary
CEO base salary $562,000 per year Matthew Fisch, effective May 1, 2026
CEO prior base salary $500,000 per year Before May 1, 2026
Executive base comp change 24% decrease Overall base compensation for named executive officers on go-forward basis
CEO severance term 12 months base salary Upon a qualifying Unilateral Termination
Health coverage duration 12 months Group health insurance coverage following Unilateral Termination
Amended and Restated Change in Control Severance Agreement regulatory
"the Board...ratified the adoption of a form of an Amended and Restated Change in Control Severance Agreement"
Unilateral Termination financial
"the case of a Unilateral Termination, as defined below, Mr. Fisch will receive"
good reason financial
"provides for severance payments...if the participant voluntarily resigns for “good reason”"
change in control financial
"severance payments and benefits associated with a “change in control” (as defined in the Amended Severance Agreement)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
waiver and release of claims regulatory
"the participant must sign a general waiver and release of claims"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2026

 

AEYE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39699   37-1827430
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

4670 Willow Road, Suite 125, Pleasanton, California   94588
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (925) 400-4366

 

     
  (Former Name or Former Address, if Changed Since Last Report)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   LIDR   The Nasdaq Stock Market LLC
Warrants to receive one share of Common Stock   LIDRW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Restructuring of Management Compensation

 

On May 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AEye, Inc. (the “Company”), as part of its ongoing review of the Company’s executive compensation and retention programs, approved changes and made recommendations regarding certain aspects of the compensation of our named executive officers.

 

Adoption of Amended and Restated Change in Control Severance Agreement

 

On May 14, 2026, the Board, on the recommendation of the Committee, ratified the adoption of a form of an Amended and Restated Change in Control Severance Agreement (the “Amended Severance Agreement”) to be entered into with eligible participants and authorized the Company to enter into the Amended Severance Agreement with Matthew Fisch, the Company’s Chief Executive Officer, which will provide, in the case of a Unilateral Termination, as defined below, Mr. Fisch with a severance payment equal to his base salary for 12 months and payment of group health insurance coverage for an equal period of time.

 

The Amended Severance Agreement did not materially modify any of the severance payments and benefits associated with a “change in control” (as defined in the Amended Severance Agreement), however, the Amended Severance Agreement now provides for severance payments and benefits in the event that the participant: (i) voluntarily resigns for “good reason” (as defined in the Amended Severance Agreement) or (ii) is involuntary terminated by the Company without “cause” (as defined in the Amended Severance Agreement), and such separation from service does not occur in connection with, or within a specified period of time following, a “change in control” (each, a “Unilateral Termination”).

 

Upon a Unilateral Termination, and subject to his or her satisfaction of the conditions to severance described below, an eligible participant, including our named executive officers, would be entitled to receive: (i) a severance payment equal to a percentage of such participant’s base salary; and (ii) payment of group health insurance coverage for an equal period of time following the Unilateral Termination.

 

As a condition to any participant’s receipt of severance benefits under the Amended Severance Agreement, the participant must sign a general waiver and release of claims, the form of which is attached as an exhibit to the Amended Severance Agreement, confirm his or her obligations under the Company’s standard form of proprietary information agreement, and allow the recission period to expire and the waiver and release of claims to become effective.

 

The foregoing description of the Amended Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Change in Control Severance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

 

Changes to Base Salary and Bonus Target

 

On May 13, 2026, the Committee approved an increase in the annual base salary of Conor B. Tierney, the Company’s Chief Financial Officer, from $361,000 to $385,000, effective as of May 1, 2026, and increased Mr. Tierney’s annual bonus target from 65% of his annual base salary to 70% of his annual base salary.

 

On May 14, 2026, the Board, on the recommendation of the Committee, approved an increase in the annual base salary of Mr. Fisch from $500,000 to $562,000, effective as of May 1, 2026.

 

As a result of a restructuring of our named executive officers, after these increases are effective, the overall spend for base compensation for our named executive officers will decrease by 24% on go-forward basis.

 

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Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Form of Amended and Restated Change in Control Severance Agreement.
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 AEye, Inc.
   
Dated: May 15, 2026  
  By: /s/ Andrew S. Hughes
    Andrew S. Hughes
    Executive Vice President, General Counsel & Corporate Secretary

 

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Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation changes did AEye (LIDR) approve in this 8-K?

AEye increased CEO Matthew Fisch’s base salary to $562,000 and CFO Conor Tierney’s to $385,000, effective May 1, 2026. Tierney’s annual bonus target also rose from 65% to 70% of base salary as part of a broader compensation review.

How does the new severance agreement affect AEye (LIDR) CEO Matthew Fisch?

Under the Amended Severance Agreement, CEO Matthew Fisch receives 12 months of base salary and group health coverage after a qualifying Unilateral Termination. Benefits are conditioned on signing a waiver and release of claims and confirming proprietary information obligations.

What is a Unilateral Termination under AEye’s Amended Severance Agreement?

A Unilateral Termination occurs when a participant resigns for “good reason” or is terminated without “cause,” outside a change in control window. In that case, eligible executives receive severance pay based on base salary and continued group health coverage for an equal period.

How will AEye’s restructuring affect total base compensation for executives?

Despite raising base salaries for the CEO and CFO, AEye states that overall base compensation for its named executive officers will decrease by 24% on a go-forward basis. This reflects a broader restructuring of its executive team and compensation structure.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents