DEF 14A 1 ea0205394-01.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under §240.14a-12

Cepton, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

NOTICE OF ANNUAL MEETING OF
STOCKHOLDER
S

Monday, June 17, 2024
9:00 a.m. Pacific Time

How to
Participate:

 

Our annual meeting will be a completely virtual meeting of stockholders. To participate, vote or submit questions during the annual meeting via live webcast, please visit: https://www.cstproxy.com/cepton/am2024. You will not be able to attend the annual meeting in person.

Items of
Business:

 

(1)    Elect the two Class B directors named in the accompanying Proxy Statement to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;

   

(2)    Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

   

(3)    Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

Who May Vote:

 

Stockholders of record at the close of business on May 6, 2024.

stockholder
list:

 

A complete list of stockholders of record of our common stock entitled to vote at the annual meeting will be maintained in our principal executive offices at 399 West Trimble Road, San Jose, California 95131 for ten days prior to the annual meeting.

Your vote is important to us. Whether or not you expect to attend the annual meeting via live webcast, please submit a proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

 

By Order of the Board of Directors,

   

Dr. Jun Pei

   

President and Chief Executive Officer
May 15, 2024

CEPTON, INC.

 

2024 PROXY STATEMENT

 

i

 

ii

 

2024 PROXY STATEMENT

 

CEPTON, INC.

 

399 West Trimble Road
San Jose, California 95131

PROXY STATEMENT

Annual Meeting of Stockholders
To Be Held June
17, 2024

Our Board of Directors is soliciting your proxy for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, June 17, 2024 at 9:00 a.m. Pacific Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. This Proxy Statement and proxy materials are first being made available to stockholders on or about May 15, 2024.

We will be hosting the Annual Meeting via live webcast on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at https://www.cstproxy.com/cepton/am2024. Stockholders may vote and ask questions while connected to the Annual Meeting on the Internet.

You will not be able to attend the Annual Meeting in person.

Unless the context otherwise requires, references in this Proxy Statement to “Company,” “we,” “our,” “us,” and similar terms refer to Cepton, Inc., a Delaware corporation.

IMPORTANT NOTICE REGARDING PROXY MATERIALS

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials by sending you this full set of proxy materials, including a proxy card. Accordingly, the Proxy Statement and accompanying proxy card will first be mailed to our stockholders on or about May 15, 2024. Our proxy materials are also available to our stockholders free of charge at https://investors.cepton.com.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

1

 

MEETING INFORMATION

Annual Meeting of Stockholders

TIME AND DATE

 

PLACE

 

RECORD DATE

9:00 a.m. Pacific Time
on Monday, June 17, 2024

 

The Annual Meeting will be hosted
via live webcast on the Internet at
https://www.cstproxy.com/cepton/am2024.

 

May 6, 2024

Voting

Stockholders as of the close of business on the record date are entitled to vote.

Vote by Internet at
www.cstproxyvote.com

Vote during the meeting via the Internet at https://www.cstproxy.com/cepton/am2024.

Voting Matters

PROPOSALS

     

BOARD RECOMMENDATION

             

1

 

Election of Directors

 

FOR ALL
director nominees

             

2

 

Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2024.

 

FOR

2

 

2024 PROXY STATEMENT

 

CEPTON, INC.

 

PROPOSAL 1 — ELECTION OF DIRECTORS

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE
DIRECTOR NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS
WILL VOTE THE PROXIES RECEIVED BY THEM “
FOR ALL” THE DIRECTOR
NOMINEES.

Our Board of Directors (the “Board”) is currently comprised of seven directors. Under our amended and restated certificate of incorporation (the “Certificate of Incorporation”), our Board is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholders as follows:

   the Class B directors are Mr. George Syllantavos and Mr. Xiaogang (Jason) Zhang, and their terms will expire at the Annual Meeting;

   the Class C directors are Dr. Jun Pei and Mr. Takayuki Katsuda, and their terms will expire at the 2025 annual meeting of stockholders; and

   the Class A directors are Dr. Jun Ye, Dr. Mei (May) Wang and Mr. Hideharu (Harry) Konagaya, and their terms will expire at the 2026 annual meeting of stockholders.

Upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated each of Mr. George Syllantavos and Mr. Xiaogang (Jason) Zhang for election to our Board as Class B directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Proxies may only be voted for the two Class B directors nominated for election at the Annual Meeting.

Each of Mr. George Syllantavos and Mr. Xiaogang (Jason) Zhang are standing for election to our Board for the first time since we became a publicly traded company.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board, or the Board may reduce the number of directors on the Board.

Biographical Descriptions

Set forth below is biographical information about each of our director nominees and continuing directors. The information below is provided as of May 15, 2024. The primary experience, qualifications, attributes, and skills of each of our director nominees that led to the conclusion of the Nominating and Corporate Governance Committee and the Board that such nominee should serve as a member of the Board are also described below.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

3

 

PROPOSAL 1 — ELECTION OF DIRECTORS

Nominees for Election as Class B Directors at the Annual Meeting

MR. GEORGE SYLLANTAVOS

Class B

Age: 60

Director Since: 2022

 

POSITION AND BUSINESS EXPERIENCE

Mr. Syllantavos has served as a member of our Board since February 2022. Prior to the Business Combination, Mr. Syllantavos served as a member of the board of directors of GCAC since December 2019. As a director of GCAC, Mr. Syllantavos was designated to serve as the co-CEO and CFO of GCAC from December 2019 until the closing of the Business Combination in order to facilitate an acquisition. Mr. Syllantavos serves as a director on the board of Beam Global Inc. (Nasdaq:BEEM), which he joined in December 2023. Previously, Mr. Syllantavos served as a board member and the Chair of the audit committee of ITHAX Acquisition Corp. N/K/A Mondee, Inc. (Nasdaq:MOND) from January 2021 to July 2022, as a board member of Phunware Inc. (Nasdaq:PHUN) from December 2018 to December 2021 and as co-CEO and CFO of Stellar Acquisition III Corp. N/K/A Phunware Inc. from December 2015 to December 2018. Mr. Syllantavos also co-founded Nautilus Energy Management Corp. and has served as a managing director since February 2013, and has served as partner of SevenSeas Investment Fund from 2018 through 2023, where he now serves as a director. Mr. Syllantavos holds a degree in Industrial Engineering from Roosevelt University and a M.B.A. from Northwestern University, Kellogg School of Management.

   

KEY ATTRIBUTES

   

We believe that Mr. Syllantavos is qualified to serve on our Board based on his significant business leadership and business operational experience serving as the CEO and CFO of several public companies.

 

MR. XIAOGANG (JASON) ZHANG

Class B

Age: 58

Director Since: 2022

 

POSITION AND BUSINESS EXPERIENCE

Mr. Zhang has served as a member of our Board since February 2022. Mr. Zhang has also served as the managing partner of CFT Capital, a leading high tech industry investment fund management firm in China, since January 2018. During 2017, Mr. Zhang served as a consultant, advisor and/or board member to certain companies. Mr. Zhang previously served as the Managing Director, Asia Pacific of Delphi Automotive Inc. from August 2015 to December 2016, senior executive positions at Freescale Semiconductor Inc., NXP Semiconductors Co. Ltd., and Philips China Investment Co. Ltd. in China. He was the CFO at T3G Technologies Inc. from 2004 to 2005, as assigned by Philips. Mr. Zhang has an M.B.A. from Insead, an M.S. in Engineering from Stanford University and a B.S. in Engineering from Tsinghua University.

KEY ATTRIBUTES

We believe Mr. Zhang is qualified to serve on our Board based on his significant investment and business development experience in innovative technologies in the automotive, industrial, networking and consumer markets.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

PROPOSAL 1 — ELECTION OF DIRECTORS

Continuing Directors

DR. JUN YE

Class A
Age: 57
Director Since: 2022

 

POSITION AND BUSINESS EXPERIENCE

Dr. Ye has served as a member of our Board since February 2022. Dr. Ye has also served as the President and CEO of Sentieon, Inc., a bioinformatics software development company, since co-founding it in July 2014. Dr. Ye previously served as the Co-founder, President and CEO of Founton Technologies, Inc., a company that specialized in data mining, which is now part of Alibaba Group, from May 2011 to June 2014. Prior to Founton, Dr. Ye was the Co-founder, President, and CTO of Brion Technologies, Inc., a company specializing in computational lithography for semiconductor manufacturing (acquired by ASML in December 2006), from September 2002 to April 2011. Dr. Ye was a consulting professor of electrical engineering at Stanford University from October 2001 to August 2015. Dr. Ye has a Ph.D. in Electrical Engineering from Stanford University, a M.S. in Physics from Iowa State University and a B.S. in Electrical Engineering from Fudan University.

   

KEY ATTRIBUTES

   

Dr. Ye is qualified to serve on our Board based on his significant experience leading as an executive at technology-driven companies.

 

DR. MEI (MAY) WANG

Class A
Age: 54
Director Since: 2022

 

POSITION AND BUSINESS EXPERIENCE

Dr. Wang has served as a member of our Board since February 2022. Dr. Wang has also served as the Chief Technology Officer, Internet of Things, of Palo Alto Networks, Inc. (Nasdaq: PANW) a multinational cybersecurity company, since September 2019, and as a Venture Partner at SAIF Partners, an Asian private equity firm, since November 2013. Previously, she served as the Chief Technology Officer and a board member of Zingbox Inc., an internet of things cybersecurity company (acquired by Palo Alto Networks in September 2019), until September 2019 after co-founding the company in November 2014. Prior to that, she served as the President and Chairman of the Board of the North America Chinese Clean-tech & Semiconductor Association from June 2007 to May 2010. Dr. Wang received her Ph.D. in Electrical Engineering from Stanford University.

KEY ATTRIBUTES

We believe that Dr. Wang is qualified to serve on our Board based on her extensive board, executive and investment experience at technology-driven companies.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

5

 

PROPOSAL 1 — ELECTION OF DIRECTORS

MR. HIDEHARU (HARRY) KONAGAYA

Class A
Age: 60
Director Since: 2023

 

POSITION AND BUSINESS EXPERIENCE

Mr. Konagaya has served as a member of our Board since January 2023. Since 2023, Mr. Konagaya also serves as the Executive Vice President and Head of the Procurement Department of Koito. Mr. Konagaya previously served as the Senior Managing Director, Head of the Finance & Accounting Department, and Head of the Procurement Department of Koito since 2017, and had held various positions within Koito prior to that. Mr. Konagaya has a degree in Industrial Management from the Faculty of Science and Engineering, Waseda University, in Japan.

   

KEY ATTRIBUTES

   

Mr. Konagaya is qualified to serve on our Board based on his significant experience in the automotive industry, with lidar technology and other automotive equipment.

 

DR. JUN PEI

Class C
Age: 55
Director Since: 2022

 

POSITION AND BUSINESS EXPERIENCE

Dr. Pei has served as our President, Chief Executive Officer and Chairman of the Board since February 2022. Prior to the Business Combination, Dr. Pei served as the CEO of Cepton Technologies, Inc. (“Legacy Cepton”) since co-founding the company in 2016 until February 2022. Before that, Dr. Pei served as the CEO and founder of AEP Technology, Inc., an optical instrumentation company, from November 2010 to July 2017 and as a general manager of acoustic and lidar engineering at Velodyne Lidar, Inc., a lidar technology company, from May 2007 to November 2010. Dr. Pei received his Ph.D. in Electrical Engineering from Stanford University.

KEY ATTRIBUTES

We believe that Dr. Pei is qualified to serve on our Board based on his substantial business, leadership and management experience as our CEO and previous experience at instrumentation and lidar companies.

 

Mr. Takayuki Katsuda

Class C
Age: 61
Director Since: 2022

 

POSITION AND BUSINESS EXPERIENCE

Mr. Katsuda has served as a member of our Board since February 2022, and previously served as a member of the Legacy Cepton board from June 2019 to January 2022. Mr. Katsuda has served as the Senior Managing Corporate Officer and Head of Engineering Headquarters of Koito since June 2023. Mr. Katsuda previously served as the Managing Corporate Officer from June 2022 to May 2023, Director and Managing Corporate Officer from June 2019 to May 2022, and full-time Advisor from April 2016 to May 2019. Prior to Koito, Mr. Katsuda served as the Chief Engineer, Product Planning at Lexus International from January 2007 to March 2016. Mr. Katsuda holds a degree in Aeronautical Engineering from Kyushu University.

KEY ATTRIBUTES

We believe that Mr. Katsuda is qualified to serve on our Board based on his broad leadership experience in the automotive engineering industry.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board’s current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, responsibilities of directors, director compensation, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under “Corporate Governance” on our website at https://investors.cepton.com/.

Director Independence

Under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board. Under the Nasdaq rules, a director will only qualify as an “independent director” if our Board affirmatively determines that the director, in the opinion of our Board, does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board reviewed its composition and the independence of our directors and considered whether any director has a relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. In addition, the Nominating and Corporate Governance Committee of our Board annually evaluates and recommends to the Board a determination with respect to the independence of each our non-employee directors under the Nasdaq listing standards. As a part of the Nominating and Corporate Governance Committee’s evaluation process, and as part of the independence determinations by the Nominating and Corporate Governance Committee and the Board, the Nominating and Corporate Governance Committee and the Board, as applicable, each consider, in addition to such other factors as they may deem appropriate, each director’s occupation, personal and affiliate transactions with the Company, and other relevant direct and indirect relationships with the Company that may affect independence. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of Dr. Jun Ye, Mr. Xiaogang (Jason) Zhang, Mr. George Syllantavos and Dr. Mei (May) Wang qualify as independent directors, as defined under the listing rules of Nasdaq, and our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining independence. Dr. Jun Pei is not an independent director as a result of his position as our President and Chief Executive Officer, and Mr. Takayuki Katsuda and Mr. Hideharu (Harry) Konagaya are not independent directors as a result of their affiliation with Koito.

Board Leadership Structure

We have no policy requiring either that the positions of the Chairman of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at a given point in time. Dr. Jun Pei currently serves as our Chief Executive Officer and Chairman of the Board. In connection with Dr. Jun Pei’s appointment as Chairman of our Board, the Board also created the position of Lead Independent Director and appointed Dr. Jun Ye to serve in that role.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

7

 

CORPORATE GOVERNANCE

As our Lead Independent Director, Dr. Jun Ye: (i) presides at executive sessions of independent directors; (ii) calls and develops agendas for meetings of our independent directors; (iii) serves as a liaison between the independent directors and the Chairman of the Board and Chief Executive Officer; (iv) reviews meeting agendas and, where appropriate, other information provided to the Board, ensuring the quality, quantity, appropriateness and timeliness of such information; (v) facilitates the Board’s approval of the number and frequency of Board meetings; (vi) reviews meeting schedules to assure that there is sufficient time for discussion of all agenda items and (vii) ensures that he is available, when appropriate, for consultation and direct communication with stockholders.

The Board’s Role in Risk Oversight

Our Board, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers as required.

Our Board has delegated oversight for specific areas of risk exposure to its committees as follows:

   The Audit Committee oversees the management of a variety of the Company’s risks, including through review and discussion of the Company’s guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, and reviews of any significant financial risk exposures facing the Company and management’s plans to monitor, control, or minimize such exposures. The Audit Committee is also responsible for primary risk oversight related to our financial reporting, accounting, and internal controls, oversees risks related to our compliance with legal and regulatory requirements, and meets regularly with our internal auditors and our independent registered public accounting firm.

   The Compensation Committee oversees, among other things, the assessment and management of risks related to our compensation plans, policies and practices.

   The Nominating and Corporate Governance Committee oversees, among other things, the impact of our Board’s leadership structure on the Board’s role in risk oversight.

The Compensation Committee identifies and considers risks related to our executive compensation, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees for the achievement of the Company’s corporate strategies, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Annual incentive bonuses are balanced with long-term equity incentives that are subject to vesting schedules.

Our Board believes that the leadership structure described above under “Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and working through its independent committees, to participate actively in the oversight of management’s actions.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

CORPORATE GOVERNANCE

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The written charters of these committees are available under “Corporate Governance” on our website at https://investors.cepton.com/.

 

Audit
Committee

 

Compensation
Committee

 

Nominating and
Corporate Governance
Committee

   

Dr. Jun Pei

               

Takayuki Katsuda

               

Hideharu (Harry) Konagaya

               

George Syllantavos

 

 

 

   

Dr. Mei (May) Wang

 

 

       

Dr. Jun Ye

     

 

   

Xiaogang (Jason) Zhang

 

     

   

 = Chairman of the Board   = Independent Director   = Member   = Financial Expert

CEPTON, INC.

 

2024 PROXY STATEMENT

 

9

 

CORPORATE GOVERNANCE

Audit Committee

Our Board determined that each of Mr. George Syllantavos, Dr. Mei (May) Wang and Mr. Xiaogang (Jason) Zhang, who comprise our Audit Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. Additionally, our Board has determined that each of Mr. George Syllantavos and Mr. Xiaogang (Jason) Zhang is an “audit committee financial expert” as defined by applicable SEC rules.

Committee Members

 

Primary Responsibilities

 

Number of
Meetings in
2023

George Syllantavos (Chair) Dr. Mei (May) Wang Xiaogang (Jason) Zhang

 

   Appointing, compensating, retaining and overseeing the work of our independent auditors.

   Evaluating the performance, independence and qualifications of our independent auditors.

   Monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters.

   Reviewing the integrity, adequacy and effectiveness of our internal control policies and procedures.

   Preparing the audit committee report required by the SEC to be included in our annual proxy statement.

   Discussing the scope and results of the audit with our independent auditors, and reviewing with management and our independent auditors our interim and year-end operating results.

   Establishing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters.

   Reviewing our guidelines and policies on risk assessment and risk management.

   Reviewing and approving related party transactions.

   Obtaining and reviewing a report by our independent auditors at least annually, that describes our independent auditors internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues when required by applicable law.

   Approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by our independent auditors.

 

4

The Audit Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Audit Committee has no current intention to delegate any of its responsibilities to a subcommittee.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

CORPORATE GOVERNANCE

Compensation Committee

Our Board determined that each of Dr. Jun Ye, Mr. George Syllantavos and Dr. Mei (May) Wang, who comprise our Compensation Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. In making its independence determination for each member of the Compensation Committee, our Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.

Committee Members

 

Primary Responsibilities

 

Number of
Meetings in
2023

Dr. Jun Ye (Chair) George Syllantavos Dr. Mei (May) Wang

 

   Retaining compensation consultants and outside service providers and advisors.

   Reviewing and approving, or recommending that our Board approve, the compensation of our executive officers, including annual base salary, long- and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans and other benefits.

   Reviewing and recommending to our Board the compensation of our non-employee directors.

   Administering and determining any award grants under our equity and non-equity incentive plans.

   Reviewing and evaluating succession plans for our executive officers.

   Preparing the compensation committee report required by the SEC to be included in our annual proxy statement.

   Periodically reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives.

 

5

The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Compensation Committee has delegated certain limited authority to grant equity incentive awards under the 2022 Equity Incentive Plan to the Stock Award Committee, which consists of our Chairman and Chief Executive Officer, Dr. Jun Pei. The Compensation Committee has not otherwise delegated any of its responsibilities to subcommittees. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer.

Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, legal counsel or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

11

 

CORPORATE GOVERNANCE

Nominating and Corporate Governance Committee

Our Board determined that each of Dr. Jun Ye, Mr. George Syllantavos, and Mr. Xiaogang (Jason) Zhang, who comprise our Nominating and Corporate Governance Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. In making its independence determination for each member of the Compensation Committee, our Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a Nominating and Corporate Governance Committee member.

Committee Members

 

Primary Responsibilities

 

Number of
Meetings in
2023

Dr. Jun Ye (Chair) George Syllantavos Xiaogang (Jason) Zhang

 

   Identifying, evaluating and recommending individuals qualified to become members of our Board and its committees.

   Evaluating the performance of our Board and of individual directors.

   Reviewing the Company’s environmental and social responsibility policies and practices.

   Developing and recommending corporate governance guidelines to our Board.

   Overseeing an annual evaluation of our Board and management.

 

2

The Nominating and Corporate Governance Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Nominating and Corporate Governance Committee has no current intention to delegate any of its responsibilities to a subcommittee. In 2023, the Nominating and Corporate Governance Committee did not retain a third-party search firm to assist in the process of identifying and evaluating potential director candidates.

Meetings and Attendance

During fiscal 2023, our Board held 7 meetings, the Audit Committee held 4 meetings, the Compensation Committee held 5 meetings, and the Nominating and Corporate Governance Committee held 2 meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal 2023. In addition, independent directors of our Board meet in regularly scheduled sessions without management.

It is our policy that directors are invited and encouraged to attend each year’s annual meeting of stockholders, either in person, telephonically or virtually. Dr. Jun Pei attended our 2023 annual meeting of stockholders. Our other directors did not attend our 2023 annual meeting of stockholders.

Succession Planning

Our Board recognizes that advance planning for contingencies such as the departure, death or disability of the Chief Executive Officer or other top executives is critical so that, in the event of an untimely vacancy, the Company has in place a succession plan to facilitate the transition to both interim and longer-term leadership. The Compensation Committee is developing the Company’s executive succession plan, including our emergency succession plan, with input from appropriate members of management.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

CORPORATE GOVERNANCE

Consideration of Director Candidates

Our Board and the Nominating and Corporate Governance Committee will consider director candidates recommended for election to the Board by stockholders in the same manner and using the same criteria as that used for any other director candidate. The Nominating and Corporate Governance Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Nominating and Corporate Governance Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, willingness to devote adequate time to Board duties, technical skills, diversity and other background, experience and qualities as determined by the Nominating and Corporate Governance Committee. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee and the Board should submit their recommendation in writing to the chairperson of the Nominating and Corporate Governance Committee, care of the Corporate Secretary of the Company, no later than March 19, 2025. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to our Bylaws. The Nominating and Corporate Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board. As discussed under “Transactions with Related Persons — Certain Relations and Related Party Transactions” below, Koito has certain rights regarding director nominees under the Investor Rights Agreement (as defined below).

While our Board has no formal policy for the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee seeks to have a board of directors that will reflect a balance of experience, qualifications, diversity, attributes and skills desirable for the Board as a whole.

Age

Tenure

 
 

Average Board Age: 58 years

Average Board Tenure: 2 years

 
                   
 

4/7
Independent

   

86%
Women and Minority

   

86%
Other Public Company
Experience

 

Board Diversity Matrix (as of May 15, 2024)

Total Number of Directors

7

 

Female

Male

Part I: Gender Identity

Directors

1

6

Part II: Demographic Background

African American or Black

0

0

Alaskan Native or American Indian

0

0

Asian

1

5

Hispanic or Latinx

0

0

Native Hawaiian or Pacific Islander

0

0

White

0

1

Two or More Races or Ethnicities

0

0

LGBTQ+

0

0

Did Not Disclose Demographic Background

0

0

No director self-reported as non-binary or did not disclose gender identity.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

13

 

CORPORATE GOVERNANCE

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to our Corporate Secretary in the manner described in our Bylaws, and as described further under “Proposals of Stockholders and Director Nominations for 2025 Annual Meeting” below.

Communications with the Board

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board, the independent directors, or the Chairman of the Board by submitting a communication in an envelope marked “Confidential” addressed to the “Board of Directors,” “Independent Members of the Board of Directors,” or “Chairman,” as applicable, at: 399 West Trimble Road, San Jose, California 95131.

Policy on Pledging and Hedging of Company Shares

As part of our Insider Trading Policy adopted by our Board and applicable to our directors, officers and employees, certain contractors, consultants or other persons designated as insiders, their immediate family members and other persons sharing the same household, any corporations, partnership or other entities that such person controls or manages and any trust for which such person is the trustee or has a beneficial pecuniary interest (collectively, “Insiders”), Insiders are not permitted to trade in Company securities while in possession of material nonpublic information about the Company, engage in short sales of Company securities, engage in transactions in put options, call options or other derivative securities, on an exchange or in any other organized market in connection with Company securities, pledge Company securities as collateral for a loan or margin Company securities in a margin account or purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities.

Code of Ethics and Code of Business Conduct and Ethics

We have adopted a written code of conduct and ethics that applies to each of our employees, officers and directors. A current copy of the code is posted under “Corporate Governance” on our website at https://investors.cepton.com/. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at https://investors.cepton.com/.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

DIRECTOR COMPENSATION

Non-Employee Director Compensation

Under our Director Compensation Policy, which was adopted on June 30, 2022, annual compensation for the members of our Board who are not employed by us or any of our subsidiaries (referred to in this section as “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below, and equity awards as described below. Members of the Board are also reimbursed for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of the Board and Board committees or in connection with Board-related business, in each case consistent with our expense reimbursement policy. Our Board reserves the right to modify the Director Compensation Policy from time to time. Non-employee directors that the Board determines are not independent under applicable listing rules are not eligible for compensation under our Director Compensation Policy.

Annual Cash Retainers

Our Director Compensation Policy provides annual cash retainers for our non-employee directors as follows:

 

Annual Retainer

 

$40,000

   

Additional Committee Chair Retainers:

     

Audit Committee Chair

 

$15,000

 

Compensation Committee Chair

 

$10,000

 

Nominating and Corporate Governance Committee Chair

 

$8,000

 

Additional Committee Retainers:

     

Audit Committee

 

$10,000

 

Compensation Committee

 

$8,000

 

Nominating and Corporate Governance Committee

 

$5,000

 

These retainers are paid on a quarterly basis, in arrears, and are pro-rated if the director serves for a portion of a quarter in the applicable position.

Equity Compensation

Our Director Compensation Policy provides that on the date of our annual meeting of stockholders, each non-employee director continuing in office after that date will be granted an award of restricted stock units (“RSUs”) under our equity incentive plan, with the number of RSUs covered by the award to be determined by dividing $120,000 by the closing price of our stock on the grant date (or the preceding trading day if the grant date is not a trading day), rounded to the nearest whole share. The award will be scheduled to vest on the day immediately preceding our next annual meeting of shareholders (or, if earlier, the first anniversary of the grant date), subject to the non-employee director’s continued service on the Board.

In addition, if a new non-employee director is appointed or elected to the Board (other than at an annual meeting in connection with which the non-employee director receives an annual equity award as described above), the non-employee director will receive a pro-rated RSU award under our equity incentive plan upon joining the Board, with the number of RSUs covered by the award to be determined by dividing (i) the product of $120,000 multiplied by a fraction (not greater than one and not less than zero), the numerator of which is 365 minus the number of calendar days that had elapsed as of the date the director’s appointment or election to the Board since the date of the last annual meeting and the denominator of which is 365 by (ii) the closing price of our stock on the grant date (or the preceding trading day if the grant date is not a trading day), rounded to the nearest whole share. This initial RSU award will be scheduled to vest on the same vesting date as the equity awards granted to non-employee directors in connection with our last annual meeting of shareholders.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

15

 

DIRECTOR COMPENSATION

RSU awards granted to our non-employee directors that are then outstanding will generally vest in full upon a change in control of the Company. The Board may approve other grants of equity-based awards to non-employee directors from time to time on such terms as it determines appropriate.

On May 18, 2023, we granted each of Dr. Mei (May) Wang, Mr. Xiaogang (Jason) Zhang and Mr. George Syllantavos an award of 10,000 RSUs, with each such award to vest on the date of our 2024 annual meeting of stockholders (or, if earlier, on May 18, 2024).

Director Compensation Table — Fiscal 2023

The following table sets forth the total compensation paid to our non-employee directors for their service on our Board during fiscal 2023. Dr. Jun Pei, who is employed by us, does not receive any compensation for his service on the Board.

 

Name

 

Fees
Earned or
Paid in
Cash
($)

 

Stock
Awards
($)
(1)(2)

 

Option
Awards
($)
(1)(2)

 

All Other
Compensation
($)

 

Total
($)

   

George Syllantavos

 

68,000

 

38,700

 

 

 

106,700

 

Dr. Mei (May) Wang

 

58,000

 

38,700

 

 

 

96,700

 

Dr. Jun Ye(3)

 

 

 

 

 

 

Xiaogang (Jason) Zhang

 

59,583

 

38,700

 

 

 

98,283

 

Takayuki Katsuda(4)

 

 

 

 

 

 

Hideharu (Harry) Konagaya(4)

 

 

 

 

 

 

(1)       Represents the aggregate grant date fair value of the stock awards and option awards granted to the non-employee director in 2023. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of equity incentive awards contained in Note 12, Stock-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2023, filed with the SEC on April 1, 2024 (the “2023 Annual Report”). The amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the non-employee director pursuant to the awards.

(2)       The aggregate number of outstanding and unvested RSUs and outstanding and unexercised stock options held by each non-employee director as of December 31, 2023 are set forth below. No non-employee director held any other outstanding equity awards as of that date.

 

Name

 

Number of
Outstanding Stock
Awards as of
12
/31/23

 

Number of
Outstanding Stock
Options as of
12
/31/23

   

George Syllantavos

 

10,000

 

 

Dr. Mei (May) Wang

 

10,000

 

 

Dr. Jun Ye

 

 

 

Xiaogang (Jason) Zhang

 

10,000

 

 

Takayuki Katsuda

 

 

 

Hideharu (Harry) Konagaya

 

 

 

(3)       Dr. Jun Ye declined the compensation he would have otherwise been entitled to receive under our Director Compensation Policy for his service on the Board during 2023.

(4)       Mr. Takayuki Katsuda and Mr. Hideharu (Harry) Konagaya are not eligible for compensation under our Director Compensation Policy due to their association with Koito.

16

 

2024 PROXY STATEMENT

 

CEPTON, INC.

 

EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth certain information regarding our executive officers as of May 15, 2024:

Name

 

Age

 

Position

Dr. Jun Pei

 

55

 

President, Chief Executive Officer & Chairman of the Board

Dr. Liqun Han

 

54

 

Chief Operating Officer

Dr. Dongyi Liao

 

48

 

Chief Technology Officer

Mitchell Hourtienne

 

44

 

Chief Commercial Officer

Dong (Dennis) Chang

 

55

 

Interim Chief Financial Officer

See “Proposal One — Election of Directors” for information concerning the business experience of Dr. Jun Pei. Information concerning the business experience of our other executive officers is set forth below.

Dr. Liqun
Han

Dr. Han has served as our Chief Operating Officer since August 2022. Dr. Han previously served as the Senior Vice President of Operations of the Company from February 2022 to July 2022, Senior Vice President of Operations of Legacy Cepton from September 2020 to February 2022 and as the Vice President of Operations of Legacy Cepton from October 2016 to September 2020. Previously, Dr. Han was Director of Engineering & Technology at KLA-Tencor, responsible for core technology innovation and new product introduction. Dr. Han received a Ph.D. in Applied Physics and a M.S. in Electrical Engineering from Stanford University, with a specialty in solid-state electronics and optics.

Dr. Dongyi
Liao

Dr. Liao was promoted to Chief Technology Officer in March 2023 and previously served as our Senior Vice President of Applications since February 2022. Dr. Liao was the Vice President of Applications of Legacy Cepton from February 2017 to June 2019 and has previously served as the Senior Vice President of Applications of Legacy Cepton since June 2019 until the closing of the Business Combination. Dr. Liao previously co-founded YourMechanic.com and served as its Chief Technology Officer from January 2012 until December 2016. He also served in various engineering and managerial roles at NVIDIA from 2001 to 2010. Dr. Liao has a Ph.D. in Nuclear Engineering from Massachusetts Institute of Technology.

Mitchell
Hourtienne

Mr. Hourtienne has served as our Chief Commercial Officer since September 2023. Mr. Hourtienne previously served as the Senior Vice President of Business Development of the Company from February 2022 to August 2023, as the Vice President of Business Development of Legacy Cepton from February 2021 to January 2022, and Senior Director of Business Development from December 2019 to January 2021, and Director of Business Development from March 2018 to November 2019. Prior to Cepton, Mr. Hourtienne had worked at Sensata, Freescale Semiconductor, Infineon Technologies and Siemens VOD Automotive, leading efforts in product marketing and sales. Mr. Hourtienne has an MBA from the College of William and Mary and a B.S. in Electrical Engineering from Kettering University.

Dong
(Dennis)
Chang

Mr. Chang has served as our Interim Chief Financial Officer since January 2024. Mr. Chang has served as the Company’s Sr. Vice President of Manufacturing since December 2023, and previously served as Vice President of Manufacturing for the Company since February 2022. Prior to that, he served as Vice President of Manufacturing for Legacy Cepton since May 2019. Prior to joining Cepton Technologies, Inc., Mr. Chang served as an Engineering Manager at Bromic Group Pty Ltd from October 2017 to April 2019. Mr. Chang has an M.B.A. from Macquarie University and a Bachelor of Engineering in Automobile Engineering from Tsinghua University.

There are no family relationships between or among any of our executive officers or directors.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

17

 

EXECUTIVE COMPENSATION

Our compensation program is designed to align executives’ compensation with our business objectives and the creation of stockholder value, while helping us to continue to attract, motivate and retain individuals who contribute to the long-term success of the company. Compensation for our executive officers has three primary components: base salary, an annual cash incentive bonus opportunity, and long-term equity-based incentive compensation granted under our 2022 Equity Incentive Plan (the “2022 Plan”).

Our Compensation Committee reviews our executive officers’ overall compensation packages on an annual basis (or more frequently as it deems warranted) to help ensure we continue to attract and retain highly talented executives and provide appropriate incentives to create additional value for our stockholders.

As an emerging growth company and a smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” (as such term is defined under applicable securities laws), which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. In certain circumstances, the compensation of former executive officers may also need to be disclosed. The table below sets forth the annual compensation for services rendered during 2023 (and 2022, if required under SEC rules) by these executive officers, also referred to as our named executive officers (“NEOs”).

Summary Compensation Table — Fiscal Years 2023 and 2022

Name and Principal
Position

 

Year

 

Salary
($)

 

Bonus
($)

 

Stock
Awards
($)
(1)

 

Option
Awards
($)
(1)

 

Non-Equity
Incentive Plan
Compensation
($)

 

Non-Qualified
Deferred
Compensation
Earnings
($)

 

All Other
Compensation
($)

 

Total
($)

Dr. Jun Pei

 

2023

 

320,000

 

 

238,273

 

 

 

 

 

 

558,273

Chief Executive
Officer

 

2022

 

312,385

 

 

596,000

 

 

 

 

 

 

908,385

Mitchell Hourtienne(2)

 

2023

 

280,000

 

 

302,683

 

 

 

 

72,390

(4)

 

655,073

Chief Commercial
Officer

                               

 

   

Dr. Dongyi Liao(3)

 

2023

 

280,000

 

 

328,483

 

 

 

 

 

 

608,483

Chief Technology
Officer

                               

 

   

(1)       Represents the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer in 2023 and 2022 respectively. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of equity incentive awards contained in Note 12, Stock-Based Compensation to our financial statements included in our 2023 Annual Report. The amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the named executive officer pursuant to the awards.

(2)       Mr. Hourtienne has served as our Chief Commercial Officer since September 2023. He did not serve in an executive officer position during 2022.

(3)       Dr. Liao has served as our Chief Technology Officer since March 2023. He was not a named executive officer in 2022.

18

 

2024 PROXY STATEMENT

 

CEPTON, INC.

 

EXECUTIVE COMPENSATION

Outstanding Equity Awards as of December 31, 2023

The following table provides information regarding outstanding stock options and RSUs held by each of our NEOs as of December 31, 2023, including the vesting dates for the portions of these awards that had not vested (and the fair market value of unvested RSUs) as of that date. Our NEOs did not hold any other outstanding equity awards as of that date.

 

Option Awards

 

Stock Awards

Name

 

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

 

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

 

Option
Exercise
Price
($)

 

Option
Expiration
Date

 

Number of
Shares
 or
Units of
Stock That Have
Not
Vested
(#)

 

Market
Value of
Shares or
Units of
Stock That Have
Not
Vested
($)
(1)

 

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)

 

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That Have Not
Vested
($)
(1)

Dr. Jun Pei

 

 

 

 

 

 

 

10,000

(2)

 

$

31,400

 

 

 

 

         

 

 

 

       

19,692

(6)

 

$

61,833

 

 

 

 

Mr. Mitchell Hourtinne

 

52

 

 

 

$

6.80

 

12/20/2028

 

 

 

 

 

 

 

 

   

920

 

 

 

$

9.70

 

11/20/2029

 

 

 

 

 

 

 

 

   

3,682

 

255

(3)

 

$

10.20

 

2/26/2030

 

 

 

 

 

 

 

 

   

4,725

 

1,397

(4)

 

$

12.60

 

12/24/2030

 

 

 

 

 

 

 

 

   

17,352

 

7,140

(5)

 

$

12.60

 

2/12/2031

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

6,700

(10)

 

$

21,038

   

 

 

 

 

 

 

10,000

(2)

 

$

31,400

 

 

 

 

   

 

 

 

 

 

 

17,230

(7)

 

$

54,102

 

 

 

 

   

 

 

 

 

 

 

20,000

(8)

 

$

62,800

 

 

 

 

Dr. Dongyi Liao

 

97,969

 

 

 

$

1.00

 

2/9/2027

 

 

 

 

 

 

 

 

   

24,492

 

 

 

$

1.00

 

5/30/2027

 

 

 

 

 

 

 

 

   

61,230

 

 

 

$

6.80

 

9/19/2028

 

 

 

 

 

 

 

 

   

59,955

 

1,275

(3)

 

$

10.20

 

2/26/2030

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

10,000

(2)

 

$

31,400

 

 

 

 

   

 

 

 

 

 

 

17,230

(7)

 

$

54,102

 

 

 

 

   

 

 

 

 

 

 

20,000

(9)

 

$

62,800

 

 

 

 

(1)       The amounts in these columns have been determined by multiplying the number of shares or units, as applicable, by the closing price of a share of our common stock on December 29, 2023 (i.e., the last trading day of fiscal 2023).

(2)       The RSUs subject to this award vest in one installment on May 20, 2024.

(3)       The unvested portion of this option vests in one installment on January 31, 2024.

(4)       The unvested portion of this option vests in 11 monthly installments from January 23, 2024 through November 23, 2024.

(5)       The unvested portion of this option vests in 14 monthly installments from January 8, 2024 through February 8, 2025.

(6)       The RSUs subject to this award vest in three equal installments on February 20, 2024, February 20, 2025, and February 20, 2026.

(7)       The RSUs subject to this award vest in the following installments: 5,744 RSUs vest on February 20, 2024, 5,743 RSUs vest on May 20, 2025 and 5,743 RSUs vest on May 20, 2026.

(8)       The RSUs subject to this award vest in four equal installments on November 20, 2024, November 20, 2025, November 20, 2026, and November 20, 2027.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

19

 

EXECUTIVE COMPENSATION

(9)       The RSUs subject to this award vest in four equal installments on May 20, 2024, May 20, 2025, May 20, 2026, and May 20, 2027.

(10)    Represents performance-based stock units (“PSUs”), each of which represents a contingent right to receive one share of the Company’s common stock. The award will vest as to 3,600 of the PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price (in regular trading) exceeds $150.00 per share or (ii) the Company’s market capitalization exceeds $2.1 billion; and will vest as to the remaining 3,100 PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price (in regular trading) exceeds $175.00 per share or (ii) the Company’s market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to continued employment with the Company through the day on which the applicable goal is achieved.

Equity Grants in 2023

On February 8, 2023, Dr. Jun Pei, Mr. Mitchell Hourtienne, and Dr. Dongyi Liao were each granted an award, consisting of 19,692, 17,230, and 17,230 RSUs, respectively, that will vest in three equal installments on February 20, 2024, February 20, 2025, and February 20, 2026. Dr. Dongyi Liao was granted an additional award of 20,000 RSUs on March 14, 2023 that will vest in four equal installments on May 20, 2024, May 20, 2025, May 20, 2026, and May 20, 2027. Mr. Mitchell Hourtienne was granted an additional award of 20,000 RSUs on September 18, 2023 that will vest in four equal installments on November 20, 2024, November 20, 2025, November 20, 2026, and November 20, 2027. Each of these awards was granted under, and is subject to the terms of, the 2022 Plan.

The 2022 Plan is administered by the Compensation Committee of the Board, which has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes, subject to the provisions of the 2022 Plan, selecting participants and determining the type(s) of award(s) that they are to receive, determining the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award, accelerating or extending the vesting or exercisability or extending the term of any or all outstanding awards, making certain adjustments to an outstanding award and authorizing the conversion, succession or substitution of an award, determining the manner in which the purchase price of an award or the Company’s common stock may be paid, making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provisions to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of the participant upon his or her death or, in certain cases, to family members for tax or estate planning purposes.

Under the terms of the 2022 Plan, a change in control of the Company does not automatically trigger vesting of the awards then outstanding under the plan. If there is a change in control, each participant’s outstanding awards granted under the plan will generally be assumed by the successor company, unless the compensation committee provides that the award will not be assumed and will become fully vested and, in the case of options, exercisable, any options that become vested in connection with a change in control will generally terminate to the extent they are not exercised prior to the change in control.

Non-Equity Incentive Plan Compensation

While each of the NEOs was eligible to receive a discretionary cash bonus for 2023, the Compensation Committee determined not to award any cash bonuses to any of the NEOs for that year.

Executive Employment and Severance Agreements

We have entered into employment agreements with each of the NEOs. The employment agreements do not have a specified term and provide that the executive’s employment with the Company is at-will. Each employment agreement provides for the executive to receive a base salary and to participate in the Company’s benefit plans made available to employees generally. The letters do not provide for any severance or other benefit upon a termination of the executive’s employment.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

EXECUTIVE COMPENSATION

Dr. Jun Pei’s employment agreement provides for an initial annual base salary of $320,000 and is eligible for an annual discretionary bonus as determined by the Compensation Committee and to participate in the Company’s benefit plans made available to employees generally. If Dr. Jun Pei’s employment with the Company is terminated by the Company without “cause” or by him for “good reason” (as defined in the agreement), he will receive severance of 18 months base salary (or $900,000 if such termination occurs prior to February 10, 2024), payable in installments over an 18-month period, payment of his COBRA premiums for 18 months, and 18 months’ accelerated vesting of his then-outstanding and unvested equity awards granted by the Company. However, if such a termination of his employment occurs in connection with or within 18 months following a change in control of the Company, his severance will equal the sum of 18 months of his base salary and one and one-half times his annual target bonus for the year of termination (or, if no target bonus has been established, the amount of his actual bonus for the prior year and provided that his severance will not be less than $900,000 if such termination occurs within two years after the closing) and will be paid in a lump sum; and his then-outstanding equity awards granted by the Company will be fully vested. Dr. Jun Pei’s right to receive these severance benefits is subject to his providing a release of claims to the Company and his continued compliance with his confidentiality, non-solicitation and other covenants in favor of the Company.

The agreements for Mr. Mitchell Hourtienne and Dr. Dongyi Liao each provide the executive will receive an initial annual base salary of $280,000 and is eligible for an annual discretionary bonus as determined by the Compensation Committee and to participate in the Company’s benefit plans made available to employees generally. If the executive’s employment with the Company is terminated by the Company without “cause” or by the executive for “good reason” (as defined in the agreement), the executive will receive severance of 12 months base salary, payable in installments over a 12-month period, payment of his COBRA premiums for 12 months, and 12 months’ accelerated vesting of his then-outstanding and unvested equity awards granted by the Company. However, if such a termination of the executive’s employment occurs in connection with or within 18 months following a change in control of the Company, the executive’s severance will equal the sum of 12 months of his base salary and his annual target bonus for the year of termination (or, if no target bonus has been established, the amount of his actual bonus for the prior year) and will be paid in a lump sum, and his then-outstanding equity awards granted by the Company will be fully vested. In each case, the executive’s right to receive these severance benefits is subject to his providing a release of claims to the Company and his continued compliance with his confidentiality, non-solicitation and other covenants in favor of the Company.

Defined Contribution Plans

As part of our overall compensation program, we provide all full-time employees, including each of our NEOs, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to the plan. Our 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees. The Company does not currently make any matching or other contributions to participants’ accounts under the 401(k) plan.

CEPTON, INC.

 

2024 PROXY STATEMENT

 

21

 

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATIO
N

Dr. Jun Ye, Dr. Mei (May) Wang and Mr. George Syllantavos served as members of our Compensation Committee during all of fiscal 2023. None of the members of our Compensation Committee during fiscal 2023 was or is an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board or Compensation Committee (or other Board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMEN
T

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 1, 2024 for:

       each of our named executive officers;

       each of our directors;

       all of our current directors and executive officers as a group; and

       each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.

We have based our calculation of the percentage of beneficial ownership on 15,920,917 shares of our common stock outstanding as of May 1, 2024. In accordance with SEC rules, we have deemed shares of our common stock subject to stock options or warrants that are currently exercisable or exercisable within sixty (60) days of May 1, 2024 and shares of our common stock underlying RSUs that are currently releasable or releasable within sixty (60) days of May 1, 2024 to be outstanding and to be beneficially owned by the person holding the common stock, options, warrants or RSUs for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Cepton, Inc., 399 West Trimble Road, San Jose, California, 95131. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

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2024 PROXY STATEMENT

 

CEPTON, INC.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT