AEye Sends Letter to Stockholders Regarding the 2025 Annual Meeting

Reaffirms the Company’s Focus on Driving Long-Term Value Creation

Urges Stockholders to Vote Only with the WHITE Proxy Card "FOR" ALL Company Proposals, Including AEye’s Highly Qualified Director Nominees, and “AGAINST” ALL Shareholder Proposals

PLEASANTON, Calif.--(BUSINESS WIRE)--AEye, Inc. (Nasdaq: LIDR), a global leader in adaptive, high-performance lidar solutions, sent a letter to stockholders today highlighting key information to support informed voting at its upcoming annual meeting on May 15, 2025. Stockholders of record as of April 4, 2025 are entitled to vote at this year’s meeting.

AEye urges stockholders to protect their investment and the future of the Company by voting only on the WHITE proxy card “FOR” AEye’s nominees, Timothy Dunn and Sue Zeifman, and “AGAINST” the dissident nominees. AEye strongly opposes dissident nominees Ransom Wuller and Pamela Bauer, as their lack of qualifications, independence, and track record pose significant risk to the Company and its stockholders.

AEye’s current Board and management team bring critical, business-relevant expertise and are repositioning the Company to capture the significant opportunity in the lidar market. As we continue to execute our strategy and deliver advanced products like Apollo, we remain focused on creating value for our stockholders.

The Board and management team are more optimistic than ever about the Company’s long-term outlook and strategic direction. We must stay the course and re-elect the Company’s highly qualified nominees, Timothy Dunn and Sue Zeifman, to support our revitalized strategy and path to profitability at this pivotal time.

The Company’s proxy statement, which contains other important information related to voting at the Annual Meeting, as well as the accompanying WHITE proxy card and other relevant documents can be found at investors.aeye.ai/financial-information/sec-filings or at the SEC’s website at www.sec.gov.

The full text of the letter follows:

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April 28, 2025

Dear Fellow Stockholders of AEye, Inc.:

Thank you for your continued investment and interest in AEye, Inc. (“AEye” or the “Company”).

This year will mark our fourth annual meeting of stockholders since becoming a public company, and we are excited by AEye’s strategic path and outlook to create and maximize long-term stockholder value.

Since 2023, our Board of Directors (“Board”) and new leadership team have executed on a clear strategy that generates fundamental growth for the business and best positions AEye for long-term success. As you may be aware from prior communications, we are in the middle of a pivotal process of revitalizing our business and refocusing our strategy to capture the significant opportunity in the lidar market. We are excited by our recent innovation in advanced, market-ready lidar solutions, like Apollo, and our renewed ability to execute on our aggressive growth goals.

Our Chairman and CEO, Matthew Fisch, inherited a company with great technological promise but facing several significant challenges, including undisciplined capital allocation and product development that left the company in peril. Mr. Fisch has remained focused on building a resilient business capable of withstanding economic headwinds while prioritizing innovation and customer growth. In the two years since he joined the Company, AEye has:

• Released Apollo, a game-changing lidar product that has leapfrogged the competition in terms of performance and size, which was developed and brought to market in record time while cutting overhead and simplifying the supply chain infrastructure.
• Reduced quarterly spend by 75% since 2023 – the first step of the management team’s aggressive capital discipline. We anticipate maintaining that 75% reduction in spend – the lowest cost structure since the Company went public.
• Proactively raised an additional $24 million over the past 14 months to extend our runway and fortify our business and its strategy against the near-term headwinds that our industry faces.
• Successfully retained critical talent despite disgruntled stockholders limiting the compensation incentive tools at our disposal.
• Positioned AEye to take advantage of the huge upcoming market opportunity in ADAS; actively working with industry leaders, like Nvidia, to take advantage of the market opportunities that they are creating in the autonomous driving space.
• Created a partnership with a top-tier manufacturing partner to ensure forthcoming productization is on-time and on-budget.
• Created the largest customer pipeline in the Company’s history through a relentless focus on customer needs, continuously engaging with customers and responsively iterating on products.

Despite our management team’s disciplined execution of our business strategy, we are facing a group of dissident investors (collectively, the “Dissident Group”) led by two disgruntled former employees, one of whom is a current director on our Board. They are seeking control of our Board by nominating two additional directors. Their goal is not to drive stockholder value – it’s about personal vendettas and is at the expense of ALL stockholders. One member of the Dissident Group said he would “burn the Company down.” We refuse to let that happen.

We urge you to vote with the Company using the enclosed WHITE universal proxy card. Supporting the Dissident Group by voting with the green universal proxy card poses a fundamental threat to your investment and the future of AEye.

Our Board and management team are the right individuals to drive the business forward. On the contrary, the Dissident Group does not have a plan for the future of AEye and has a track record of corporate mismanagement. They lack the independence and expertise necessary to lead AEye through its next phase of growth. Their significant sales of Company stock and proposals lay bare that their intentions are not aligned with our stockholders or the future of AEye.

AEye and its stockholders deserve stability, continuity, and focus – not disruption and upheaval. In this critical time, the Dissident Group has initiated a costly, self-serving, and harmful proxy contest that threatens the Company’s critical strategic momentum and its stockholders’ interests. The Dissident Group has made false and misleading claims in an attempt to advance their personal agenda. We are here to set the record straight for our stockholders.

We urge you to vote to protect your investment at our Annual Meeting. Do not let the Dissident Group’s self-interested campaign take AEye off course and unwind the significant progress our Board and management has made since 2023.

The members of the Dissident Group are responsible for many of the current challenges our Board and management are working tirelessly to resolve.

The Dissident Group is led by Mr. Dussan and Mr. Wuller, both of whom are former executives that are no longer with the Company. We believe that many of our Company’s underlying issues were introduced during their respective tenures. For example, during the over 10 years Mr. Dussan served as CEO, then later as CTO, he failed to bring a product to market. Additionally, in 2019, in his capacity as CFO of the then-AEye business (prior to the business combination to become the current public company), Mr. Wuller signed a nearly $20 million office lease agreement with a seven-year term. At the time, the then-AEye business had no line of sight to any revenue, yet Mr. Wuller concluded that entering into such a massive lease commitment was advisable and approved the transaction. In an attempt to fix the misguided decision made by Mr. Wuller, the Company is currently in litigation over the lease at significant expense to the Company.

Our highly qualified nominees bring critical, business-relevant expertise that is vital to effectively overseeing AEye’s long-term strategy and path to profitability.

The current Board is comprised of proven leaders from industry giants such as Daimler, Apple, TPG, and ADAC Automotive. The Board took decisive action to remove the Company’s prior leadership (including a member of the Dissident Group) and installed seasoned professionals who have made significant strides on the road to boosting stockholder value and addressing underlying business issues created by the Dissident Group. Our current nominees, Mr. Dunn and Ms. Zeifman, have highly relevant skills in the technology space that bolster our current business strategy. They are invaluable assets to AEye at this critical moment. We strongly recommend their re-election for the benefit of the Company and its stockholders.

Timothy Dunn, our Lead Independent Director, has a proven track record of operational excellence from his more than 15 years at TPG as an operating partner focused in the technology space, as well as his roles as CFO of Hotwire and finance and strategic roles at Gap, Inc. and PepsiCo Inc. Mr. Dunn facilitates an open dialogue in our Boardroom, bringing his extensive experience as a public and private company director. If Mr. Dunn were to step down from our Board, AEye would lose a vital independent Board Leader and Audit Committee member and potentially be out of compliance with Nasdaq requirements, a priority for our Board’s commitment to stockholder value. As Chair of the Audit Committee, Mr. Dunn has played a critical role in the Company’s cost reduction efforts.

Sue Zeifman has over 30 years of experience in the marketing and communications industries, including nine years at Apple, Inc. where she was responsible for leading Apple’s global marketing team and marketing strategic direction. She has played a critical role in the marketing and branding of AEye. Ms. Zeifman’s expertise in technology marketing is particularly important as the Company enters a renewed phase of business development with the launch of Apollo. We greatly value her perspectives and relevant experience.

Our Board is committed to continued evaluation and ongoing refreshment to align director expertise with our evolving business.

We regularly evaluate the needs of our Board and are committed to proactively refreshing the Board to align skills and expertise with the evolving needs of our Company. As such, we have appointed half of our current directors since 2022 and continue to evaluate the needs of our Board to continue to deliver value to our stockholders. As part of our thoughtful, continuous Board evaluation and refreshment process, we maintain an active pipeline of director candidates.

We value the perspectives of ALL our stockholders, including the Dissident Group’s views.

It is important to remember that Mr. Dussan is a current Board member and, as such, the Dissident Group has Board representation. In addition to our engagement with the Dissident Group and their representation on the Board, we regularly engage with our stockholders to understand their perspectives and greatly value their input. We have acted, and continue to act, in the best long-term interests of ALL of our stockholders by delivering results and setting the Company on the right path for future growth and success.

The Dissident Group has sold off a considerable portion of their position in the Company – they do not believe in the future of the Company and they are not aligned with your interests.

Other than Mr. Dussan, a member of the Dissident Group, no current member of our Board or senior management has ever made an open market sale of shares in the Company. However, as previously disclosed, over the past two years, Mr. Dussan has sold over half of his AEye stock, which had the effect of decreasing his position from 9.29% as of March 26, 2024 to only 1.56% as of April 4, 2025. The Dissident Group has demonstrated no belief in the future of the Company.

Our Board and management’s compensation programs and stock ownership reflect a belief in the future of AEye and alignment with our stockholders. While the Dissident Group has significantly divested their stake in the Company, our current management and Board have increased their ownership in AEye.

We tie compensation to value drivers as a core tenet of our compensation philosophy. For 2024, some members of our executive team elected to receive 75% of their short-term incentive compensation in stock rather than cash, to better align their interests with our stockholders. In the same time period as the Dissident Group’s sell-off, despite no long-term incentive equity grants since 2023, the number of shares owned by current CEO Mr. Fisch has increased by almost 700%.

The proposals submitted by the Dissident Group make it clear that their goals are not aligned with the Company’s success, just their own.

The Dissident Group has presented three advisory proposals to our stockholders, two of which involve handcuffing the Board’s ability to make decisions in the best interests of the Company and all stockholders. Although only advisory at this point, if adopted, our Board believes these proposals would have the practical effect of prohibiting the Company from raising further necessary capital to execute on its business plan and bring Apollo to market, ultimately risking bankruptcy and the loss of your investment in its entirety. The Dissident Group either does not care about, or has failed to think about, the broader corporate and stockholder risk of these actions.

The Dissident Group has no plan.

The Dissident Group has had ample opportunity to present a plan for AEye’s future and long-term stockholder value creation, both in their engagement with management and within their proxy filing, but they have presented no plan. The Board and management team have repeatedly given the Dissident Group an audience to discuss strategic suggestions, and the Dissident Group has failed to present any actionable plan each time.

The members of the Dissident Group do not understand our current business and market opportunity – they are blinded by their own personal agenda.

Two members of the Dissident Group are former employees of the Company and, as such, they believe in their own outdated and ill-informed perspectives on AEye rather than the current and meaningfully more qualified view of management and the Board. Mr. Wuller departed nearly five years ago, and Mr. Dussan was involuntarily terminated about 18 months ago. Even over the past 18 months, and certainly over the past five years, the Company and the lidar industry have changed substantially. The circumstances in which members of the Dissident Group left the Company posed significant long-term risk to stockholders and a member of the Dissident Group even touted the desire to make AEye a “meme stock” rather than execute on a stable long-term strategy with sound fundamentals.

The Dissident Group nominees are unqualified to oversee the future of AEye.

In contrast to the Company’s qualified and demonstrated high-value nominees in Mr. Dunn and Ms. Zeifman, the Dissident Group’s nominees do not bring skills, independence, or experience that ensure effective oversight of the future of AEye. Their nominees, Ms. Bauer and Mr. Wuller, are a retired real estate agent and a retired medical malpractice attorney, respectively, with no publicly available evidence of serving on any public company board and minimal knowledge of the industry in which the Company operates. They are also likely close friends as they list their respective addresses in the same small town in Illinois. Neither dissident nominee has nor claims any experience in developing, marketing, or selling a high-tech product.

The Dissident Group has completely failed to demonstrate how stockholders will benefit by depriving the Board of its highly qualified members with deep technology experience, and replacing each of them with individuals lacking technology expertise, public company board experience, or integrity. In fact, we learned that Ms. Bauer was a named defendant in a civil federal lawsuit filed in 2007 by the U.S. Department of Justice alleging discriminatory conduct and violations of the Fair Housing Act. The court found in favor of the government and thereafter the matter appears to have been resolved.

Our highly experienced management team is best positioned to execute and deliver value for our stockholders.

We have assembled a best-in-class management team and Board focused on delivering long-term value for our stockholders and executing on a clear plan and vision for AEye. Our CEO and Chairman, Mr. Fisch, whose deep technical and commercial experience sets him apart in the market, is the right leader to drive our strategy and business forward. As Mr. Dussan said himself when Mr. Fisch joined the Company and before Mr. Dussan was terminated, “the productization experience [Mr. Fisch] brings to AEye will be key in taking the Company to the next level.”

Based on his deep technical and product experience, Mr. Fisch is uniquely qualified to right the ship, continue to execute on our strategy, and deliver results. In addition to successfully bringing dozens of category-defining products to market in the semiconductor space during his time at Intel, Mr. Fisch’s diversified experience at HARMAN, Gentherm, Verifone, and North American Bankcard position him to guide AEye through this critical execution phase. Mr. Fisch’s technical and product perspective at Verifone ultimately proved critical to Verifone’s strategic sale for $4 billion, and in that role, Mr. Fisch was chosen to stay on to see through the transition and continue his focus on product excellence.

The Company remains committed to transparency; the Dissident Group has no desire to constructively engage with our Board and management.

Our Company’s CEO, Mr. Fisch, and General Counsel, Mr. Hughes, have taken time away from their significant responsibilities to the Company to meet with Mr. Wuller on multiple occasions and respond to his unprofessional and unproductive messages. Our Board and management have not ignored the Dissident Group or any other stockholder. Rather, we listened to what they had to say and sought opportunities to work constructively and transparently with individuals interested in the success of AEye. Mr. Wuller has shown a refusal to accept the Board’s informed and deliberated decision-making as such decision-making was not aligned with his outdated and ill-informed perspectives. The Board did not find his repeated efforts to message the Company to be substantive and such actions only resulted in distractions to our management and Board from critical business matters. Notwithstanding, we remain committed to welcoming feedback from all of our stockholders and believe that it is in our stockholders’ best interest to engage in productive conversations about the success of the Company.

The Board and management team are more optimistic than ever about the Company’s long-term outlook and strategic direction. Our customer funnel is stronger than ever, and we believe we now have the liquidity in place to bring our recently developed world-class product, Apollo, to high-volume production and take advantage of the emerging automotive and non-automotive opportunities. Now is not the time to derail our strategy and momentum. Do not let the Dissident Group take us off course and undo the progress at this critical time in our Company’s strategic direction. We must stay the course and re-elect the Company’s highly qualified nominees, Timothy Dunn and Sue Zeifman. To ensure AEye stays on the right path and continues to deliver on our goals, we urge you to vote the Company’s WHITE universal proxy card enclosed “FOR” both of AEye’s director nominees, Timothy J. Dunn and Sue E. Zeifman, and “AGAINST” all the stockholder proposals submitted by the Dissident Group.

As always, the Board and executive team remain committed to listening to stockholders’ perspectives, maximizing value for all stockholders, and serving AEye’s customers and partners.

Thank you for your continued investment and support.

Sincerely,

Matthew Fisch (CEO and Chair)
Timothy Dunn (Lead Independent Director)
Prof. Dr. Bernd Gottschalk (Independent Director)
Jonathon Husby (Independent Director)
Sue Zeifman (Independent Director)

Investor Relations Contacts

Agency Contact
Financial Profiles, Inc.
Evan Niu, CFA
eniu@finprofiles.com
310-622-8243

Company Contact
AEye, Inc. Investor Relations
info@aeye.ai
925-400-4366