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

SCHEDULE 14A

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

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

NEONODE INC.

(Name of Registrant as Specified In Its Charter)

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

NEONODE INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 3, 2017JUNE 11, 2024

Stockholders of Neonode Inc.:

Notice is hereby given that the 20172024 Annual Meeting of Stockholders of Neonode Inc., a Delaware corporation (“Neonode”), will be held on October 3, 2017Tuesday, June 11, 2024 at 3:00 p.m. local time at Neonode’s principal executive office located at Storgatan 23C, 11455Karlavägen 100, 115 26 Stockholm, Sweden, to conduct the following business:

1.      To elect threeone Class III directorsI director to serve on the Board of Directors of Neonode for a term of three years and until the election2027 Annual Meeting of Stockholders or until such persons’ successors are duly elected and qualification of their respective successors;qualified, or until earlier death, resignation, or removal;

2.       To approve, on a nonbinding advisory basis, the compensation of Neonode’s named executive officers;

3.       To approve an amendment to Neonode’s Amended and Restated Certificate of Incorporation, as amended and corrected, to increase the number of authorized shares of Neonode common stock from 70,000,000 shares to 100,000,000 shares;

4.      To ratify the appointment of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm for the fiscal year ending December 31, 2017;2024;

3.      To approve, on an advisory basis, the compensation of Neonode’s named executive officers;

4.      To approve, on an advisory basis, the frequency of the advisory vote on the compensation of Neonode’s named executive officers; and

5.      To transact any other business that may properly come before the meeting.Meeting or any adjournment or postponement thereof.

The record date for the 20172024 Annual Meeting of Stockholders is August 8, 2017.April 22, 2024. Only stockholders of record, or their proxies, at the close of business on that date may vote at the meeting2024 Annual Meeting of Stockholders or any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be Held on Tuesday, June 11, 2024:

This notice, the proxy statement, the proxy card, and Neonode’s annual report on Form 10-K
are available at http://www.astproxyportal.com/ast/22427.

TABLE OF CONTENTS

NEONODE INC.

PROXY STATEMENT FOR THE 20172024 ANNUAL MEETING

This proxy statement is furnished by and on behalf of the Board of Directors of Neonode Inc., a Delaware corporation (“we”, “us”, “our”, “company,” or “Neonode”), in connection with the 2024 Annual Meeting of Stockholders of Neonode to(the “2024 Annual Meeting”).

The 2024 Annual Meeting will be held on October 3, 2017Tuesday, June 11, 2024 at 3:00 p.m. local time at Neonode’s principal executive office located at Storgatan 23C, 11455Karlavägen 100, 115 26 Stockholm, Sweden.

As always, we encourage you to vote your shares prior to the 2024 Annual Meeting.

This proxy statement and accompanying materials are first being sent or givenmade available to stockholders on approximately August 23, 2017.April 26, 2024.

Questions and Answers About the 20172024 Annual Meeting

What is the purpose of the 20172024 Annual MeetingMeeting?? 

At the 20172024 Annual Meeting, stockholders will be asked to:

•elect threeone Class III directorsI director to Neonode’s Board of Directors for a term of three years;

•        hold an advisory vote on the compensation of Neonode’s named executive officers (the “say-on-pay” vote);

•        approve an amendment to Neonode’s Amended and Restated Certificate of Incorporation, as amended and corrected (the “Certificate of Incorporation”), to increase the number of authorized shares of Neonode common stock from 70,000,000 shares to 100,000,000 shares; and

•ratify the appointment of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2024;

•        hold an advisory vote on the compensation of Neonode’s named executive officers (the “say-on-pay” vote); and

•        hold an advisory vote on the frequency of the advisory vote on the compensation of Neonode’s named executive officers (the “say-on-frequency” vote).

Stockholders may also may be asked to act on any other business that may properly come before the meeting. Members of our company’s management team will be present at the meeting to respond to appropriate questions from stockholders.

Who is entitled to votevote??

The record date for the 20172024 Annual Meeting is August 8, 2017.April 22, 2024. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. Each share of common stock and Series B Preferred Stock entitles the holder thereof to one vote on each matter properly brought before the meeting. As of the record date, 58,594,50315,359,481 shares of our common stock were issued and outstanding and 83 shares of Series B Preferred Stock were issued and outstanding.

What is the difference between being a “record holder” and holding shares in “street name”?? 

A record holder is listed as a stockholder on the share register of our company. Shares held in “street name” are held of record in the name of a brokerage firm or bank as a nominee for the benefit of another person.

Am I entitled to vote if my shares are held in “street name”?

If your shares are held by a broker or bank, you are considered the beneficial owner of shares held in “street name”. If your shares are held in street name, proxy materials should be forwarded to you by the record holder if it is a broker or bank along with a voting instruction card.form. As the beneficial owner, you may direct your broker or bank record holder how to vote your shares, and your broker or bank is required to vote your shares in accordance with your instructions.

What is the quorum requirementrequirement??

A quorum is necessary to hold a valid meeting. A quorum will be present if a majorityat least one-third of the outstanding shares of the Company eligible to vote are represented in person or by proxy at the meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker or bank, or other nominee record holder) or if you vote in person at the meeting. Abstentions and broker non-votesnon-votes will be counted towards the quorum requirement.

Who can attend the 20172024 Annual MeetingMeeting??

All of our stockholders of record as of the close of business on August 8, 2017April 22, 2024 may attend the 20172024 Annual Meeting. “Street name” holders also are invited to attend the meeting; however, if you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or bank.

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What if a quorum is not present at the meetingmeeting??

If a quorum is not present at the scheduled time of the meeting, either the chairman of the meeting or a majority of the outstanding shares entitled to vote represented at the meeting may adjourn the meeting.

How many votes do I havehave??

On each matter to be voted upon, you have one vote for each share of common stock and/or preferred stock you own as of the record date.

Can I change my vote after I submit my proxyproxy??

If you are a record holder of shares, you may revoke your proxy and change your vote at any time before your proxy is actually voted at the meeting:

•by signing and delivering another proxy with a later date;

•by giving written notice of such revocation to the Corporate Secretary of our companycorporation secretary prior to or at the meeting; or

•by voting in person at the meeting.

What if I do not specify how my shares are to be votedvoted??

If you submit a proxy but do not indicate any voting instructions, the persons named as proxiesproxy holder(s) will vote in accordance with the recommendations of the Board of Directors.

How are votes countedcounted??

Votes will be counted by the inspector of election appointed for the 20172024 Annual Meeting, who will separately count “for” and “against” votes, abstentions, and broker non-votes.non-votes.

What is an abstentionabstention??

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal, other than the election of directors (the choices for election of directors are limited to “For” or “Withhold”).

How will abstentions be treatedtreated??

Under theour Bylaws, of our company, abstained sharesabstentions are excluded from the votes cast, so they will have no practical effectnot be counted for or against a proposal.

What is a broker non-votenon-vote??

If you are a “street name” beneficial owner but do not provide voting instructions to your broker record holder, then under applicable rules your broker may only exercise discretionary authority to vote on routine matters. Of the items described in this proxy statement, it is our understanding that only Proposal 2 will be considered a routine matters consist of Proposals 3 and 4. Amatter. By contrast, a broker may not exercise discretionary authority to vote on non-routinenon-routine matters. This lack of discretionary authority is called a “broker non-vote.non-vote.” Of the items described in this proxy statement, itIt is our understanding that non-routine matters consist of Proposals 1, 3, and 2.4 will be treated as non-routine matters.

How will broker non-votes be treatedtreated??

Broker non-votesnon-votes will be treated as shares present for quorum purposes, but not considered entitled to vote on that matter. Therefore, broker non-votes do not count as votes for or against any proposal.

What are the recommendations of the Board of DirectorsDirectors??

The Board of Directors recommends that you vote:

•FOR the election to the Board of Directors of the Class III nomineesI nominee named in this proxy statement;

•        FOR the approval, on an advisory basis, of the compensation of the named executive officers;

•        FOR the approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 shares to 100,000,000 shares; and

•FOR the ratification of KMJ Corbin and Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017.2024;

•        FOR the approval, on an advisory basis, of the compensation of the named executive officers; and.

•        FOR the approval, on an advisory basis, of the frequency of the advisory vote on the compensation of the named executive officers.

How many votes are required to elect the director nomineesnominee??

The affirmative vote of a plurality of the shares cast at the 20172024 Annual Meeting is required to elect the Class III directors.I director pursuant to Proposal 1. This means that the three nomineesnominee who receivereceives more affirmative votes than any other person(s)person will be elected directors.the Class I director.

How many votes are required to approveratify the amendment toappointment of our Certificate of Incorporationindependent registered public accounting firm??The affirmative vote of a majority of the shares entitled to vote at the 2017 Annual Meeting is required to approve the amendment to Neonode’s Certificate of Incorporation.

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How many votes are required to approve the remaining proposals?The affirmative vote by the shares constituting a majority of the votes cast at the 20172024 Annual Meeting is required to ratify Proposal 2.

How many votes are required for the say-on-pay vote?

Proposal 3 is a non-binding advisory vote. The affirmative vote by the shares constituting a majority of the votes cast at the 2024 Annual Meeting is required to approve each remaining proposal.Proposal 3.

How many votes are required for the say-on-frequency vote?

Proposal 4 is a non-binding advisory vote. The frequency chosen by shares cast at the 2024 Annual Meeting on Proposal 4 will represent the preference of stockholders.

Will any other business be conducted at the 20172024 Annual MeetingMeeting??

We know of no other matter that will be presented at the meeting. However, ifIf any other matter properly comes before the stockholders for a vote at the meeting, however, the proxy holder(s) will vote your shares in accordance with the recommendations of the Board of Directors or otherwise at the discretion of the proxy holder(s).

Where can I find the voting results of the 20172024 Annual MeetingMeeting??

We intend to announce preliminary voting results at the 20172024 Annual Meeting and file final results in a Current Report on Form 8-K8-K with the Securities and Exchange Commission (the “SEC”) within four business days of the meeting.

Proxy Solicitation

We will bear the entire cost of this proxy solicitation. Our directors, officers and regularly engaged employees may solicit proxies personally or by mail, telephone, facsimile, internet or other electronic means, for which solicitation they will not receive any additional compensation. We will reimburse brokerage firms, banks, custodians, and other fiduciaries for their out-of-pocketout-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request.

Notice and Access

We are using the “Notice and Access” method of posting the proxy materials online instead of mailing printed copies. We believe that this process will provide you with a convenient and quick way to access the proxy materials, including this proxy statement and our annual report, and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

Most stockholders will not receive paper copies of the proxy materials unless they request them. Instead, a Notice and Access card, which has been mailed to our stockholders of record, provides instructions regarding how you may access or request all of the proxy materials by telephone, e-mail,e-mail, or online.online, as applicable. The Notice and Access card also instructs you how to submit your proxy via the mail or online. If you prefer to receive a paper or e-maile-mail copy of the proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access card.

If your shares are held by a brokerage firm or bank on your behalf in “street name”, you as beneficial owner should receive a Notice and Access card that instructs you how to provide your broker or bank with voting instructions for your shares. Most brokers and banks enable beneficial owners to provide voting instructions via the mail, online, or other means.

It is important that your shares be represented at the 20172024 Annual Meeting
and voted in accordance with your wishes. Whether or not you plan to attend the meeting,
please complete a proxy as promptly as possible so that your shares will be voted at the 20172024 Annual Meeting.
This will not limit your right to vote in person or to attend the meeting.

PROPOSAL 1 — ELECTION OF CLASS III DIRECTORSI DIRECTOR

Three personsOne person will be elected at the 20172024 Annual Meeting of Stockholders to serve as a Class III directorsI director of the Board of Directors of our company.Directors. The elected Class III directors areI director is expected to serve until the 20202027 Annual Meeting of Stockholders of Neonode or until their respective successors aresuch person’s successor is duly elected and qualified, or until their earlier death, resignation, or removal.

The Board of Directors has nominated Per Eriksson and Åsa Hedin for election and Per LöfgrenCecilia Edström for reelection as the Class III directorsI director of the Board of Directors.

The term of Mats Dahlin, who currently serves as a Class III director, will expire directly after the 2017 Annual Meeting. The Board of Directors thanks Mr. Dahlin for his many years of service as a director for our company.

Mr. Eriksson, Ms. Hedin, and Mr. Löfgren have eachMrs. Edström has expressed their willingness to continue to serve as a member of the Board.Board of Directors. If Mr. Eriksson, Ms. Hedin, or Mr. Löfgrenshe becomes unavailable to serve as a director for any reason (which event is not anticipated), the shares represented by proxy may (unless such proxy contains instructions to the contrary) be voted for such other person asa substitute nominee chosen by the Board of Directors or the number of directors constituting the Board of Directors may be determined byreduced in accordance with the proxy holder(s).Company’s certificate of incorporation and bylaws.

Biographical information about Mr. Eriksson, Ms. Hedin, and Mr. LöfgrenMrs. Edström is provided under “Composition of the Board of“Nominee and Continuing Directors” in the Board“Board Matters and Corporate GovernanceGovernance” section below.

Required Vote and Recommendation

Directors are elected by a plurality of the votes of the holders of common stock and Series B Preferred Stock present in person or by proxy and entitled to vote at the meeting. Provided a quorum is present, the nomineesnominee receiving the highest number of affirmative votes will be elected as the Class III directors. I director.

Abstentions and broker non-votesnon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” the nominee of the Board of Directors unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the election of
the Board of Directors’ nomineesnominee for the Class III directors.I director.

BOARD MATTERS AND CORPORATE GOVERNANCE

Composition of the Board of Directors

In accordance with ourthe Restated Certificate of Incorporation of Neonode Inc., as amended (our “Certificate of Incorporation”), the Board of Directors exclusively determines the number of directors that compose the Board.Board of Directors. By resolution, in connection with preparation for the 2017 Annual Meeting, the Board of Directors increasedhas fixed the size of the Board from five members to six members. In addition, no later than the date of the 2017 Annual Meeting, the Board of Directors is expected to further increase the size of the Board to add the designated directors as described under “Board Representatives” below.at four members currently.

Also in accordance with our Certificate of Incorporation, theThe Board of Directors is divided into three classes. Each class consists, as nearly as possible,classes in accordance with our Certificate of one-third of the total number of directors.Incorporation. Each class has a three-yearthree-year term. Currently, two membersone member of the Board serveof Directors serves in Class I, one member serves in Class II, and two members serve in Class III. Immediately subsequent to the 2017 Annual Meeting, with the expected addition of the designated directors as described under “Board Representatives” below, we expect the Board to consist of three members in Class I, two members in Class II, and three members in Class III.

Our Certificate of Incorporation provides that any vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class may serve for the remainder of the full term of that class, and until the director’s successor is elected and qualified.

Nominee and Continuing Directors and Nominees

The identities and biographies of each nominee and continuing member or nominee to the three classes of the Board of Directors serving staggered, three-yearthree-year terms are as follows:

Class I Directors Continuing in Office with Terms ExpiringDirector for Election at the 20182024 Annual Meeting:Meeting

Per BystedtCecilia Edström, age 51,58, has served as Chairmana director of the BoardCompany since May 2022. She currently serves as a board member of DirectorsA3P Biomedical, BioArctic AB and Flerie Invest AB, as well acting CFO of Neonode since August 2007,A3P Biomedical AB. She has extensive experience in operations and executive management positions as well as board experience across several industries. She previously was a member of the board of Bactiguard, a Swedish company with a focus on infection prevention, and prior to that held various roles in the company, including as Executive Chairman between January 2011 and June 2015. From May 2008 to January 2011, Mr. Bystedt served as Chief Executive Officer of Neonode, and he served as the interim Chief Executive Officer of Neonode from October 2005 to July 2006. From 1997 to 2008, Mr. Bystedt served as Chief Executive Officer and PresidentChief Financial Officer with responsibility for business development. She has a B.Sc. from Stockholm School of Spray AB, an internet investment company. From 2000 to 2010, Mr. Bystedt served as a member of the Board of Directors of Axel Johnson AB. From 2000 to 2008, Mr. Bystedt served as a member of the Board of Directors of Eniro AB, and from 2005 to 2008 he served as a member of the Board of Directors of Servera AB. From 2005 to 2010, Mr. Bystedt was Chairman of the Board of Directors of AIK Fotboll AB. From 1997 to 2005, Mr. Bystedt served as a member of the Board of Directors of Ahlens AB, and from 1998 to 2000 he was Chairman of the Board of Directors of Razorfish, Inc.Economics.

The Board of Directors has concluded that Mr. BystedtMrs. Edström should serve as director because of his pasther extensive experience as Chief Executive Officer of our company, his understanding of financein operations and technology,executive management positions and his more than twenty years of management and business oversighther board experience as a chief executive officer and member of the boards of directors of various companies.across several industries.

Thomas Eriksson, age 47, has served as President of Neonode since June 2015, as Chief Executive Officer of Neonode since January 2011, and as director of Neonode since December 2009. Mr. Eriksson also has served as Chief Executive Officer of Neonode Technologies AB, a wholly-owned subsidiary of Neonode, since January 1, 2009. Mr. Eriksson was one of the founders of our company in 2001 and he served as Chief Technical Officer of Neonode from February 2006 to December 31, 2008. Prior to joining Neonode, Mr. Eriksson founded several companies with products ranging from car electronics test systems and tools to GSM/GPRS/GPS-based fleet management systems including M2M applications and wireless modems.

The Board of Directors has concluded that Mr. Eriksson should serve as director because of his current role as President and Chief Executive Officer of our company, his experience as one of the founders of our company, and his understanding of our technology.

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Class II Director Continuing in Office with Term Expiring at the 20192025 Annual Meeting:Meeting

John ReardonUlf Rosberg, age 57,58, has served as a director of Neonode and its predecessors since February 2004.September 2017. Mr. Reardon has served as President and member of the Board of Directors of The RTC Group, a technical publishing company, since 1990. Mr. Reardon also serves on the Board of Directors of One Stop Systems, Inc., a computing systems and manufacturing company, and Middle Canyon, Inc., a private distribution and integration company representing major industrial computing lines.

The Board of Directors has concluded that Mr. Reardon should serve as director because of his institutional knowledge of our company and his twenty-five years of experience in management, finance, and business development.

Class III Nominees for Election with Terms Expiring at the 2020 Annual Meeting:

Åsa Hedin, age 54, has served as a non-executive board member and business advisor to Elekta AB since April 2015. She previously served as Executive Vice President Marketing and Corporate Development at Elekta between January 2013 and April 2015 and, prior to that, served as Executive Vice President for Elekta Neuroscience and President of Elekta Instrument between August 2007 and January 2013. Ms. Hedin also has held executive positions at Gambro and Siemens Healthcare. She currently serves on the Boards of Directors of Tobii AB, Nolato AB, Immunova AB, Cellavision AB, Fingerprint Cards AB, and E. Öhman J:or Fonder AB.

The Board of Directors has concluded that Ms. Hedin should serve as director because of her ability to serve as an independent member of the Board and her diverse executive background and experience on various company boards.

Per Eriksson, age 55, has served as President and Chief Executive Officer of NetEnt, AB since 2012. NetEnt is a digital entertainment company listed on the NASDAQ OMX Nordic stock exchange. Prior to joining NetEnt, Mr. Eriksson served as President and Chief Executive Officer of Dustin Group and, prior to that, as head of Dell EMC EMEA for Dell Ltd. and Chief Executive Officer for Dell Sweden and the Nordics.

The Board of Directors has concluded that Mr. Eriksson should serve as director because of his eligibility to serve as an independent member of the Board and more than 25 years of experience with B2B sales in the information technology industry.

Per Eriksson is not related to Thomas Eriksson, the President and Chief Executive Office of Neonode and also a member of the Board of Directors.

Per Löfgren, age 53, has served as Vice President Global Sales and Chief Financial Officer for Segment Global Services of Ericsson AB since January 2015. He also has served as President of Ericsson AB since January 2015. From 2011 to 2014, he served as Executive Vice President and Chief Financial Officer of Ericsson North America. From 2008 until 2011, Mr. Löfgren served as President of Ericsson Sweden AB. Prior to 2008, he served in various Ericsson business units globally as a division chief financial officer, controller, marketing and other management positions.

The Board of Directors has concluded that Mr. Löfgren should serve as director because of his qualification as an audit committee financial expert, his general financial and business knowledge, and his thirty years of experience in the communications and technology industry.

Board Representatives

On August 2, 2017, our company entered into a Securities Purchase Agreement pursuant to which the purchasers of a majority of the securities became entitled to designate up to two individuals to join the Board of Directors, provided that each designee would be eligible to serve as an independent director under applicable NASDAQ Stock Market rules. The Securities Purchase Agreement does not provide the majority purchasers with any ongoing representation. Subsequent to the initial appointment to the Board of Directors, the designees are not assured of being nominated for election at a future annual meeting of stockholders. In the event either designee ceases to serve as director for any reason, the Board of Directors is not obligated to appoint any replacement individual to fill the vacancy.

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In accordance with the Securities Purchase Agreement, the majority purchasers designated the following two individuals to serve as directors:

Andreas Bunge, age 56, since 2015 has been Chief Executive Officer of Merkatura AB, a private holding company, and provides business consulting for technology companies. Between 2012 and 2015, he served as Chief Executive Officer of Spago Nanomedical AB (formerly Spago Imaging AB) until its public listing on the NASDAQ OMX Nordic stock exchange. Between 2005 and 2012, Mr. Bunge founded and served as Chief Executive Officer of Accelerator Nordic AB, which spun-off Spago Imaging in 2012. Prior to Accelerator Nordic, he founded and served as Chief Executive Officer of Applied Sensor AB and held various managerial positions at Intentia AB. He also has served as a member of the boards of directors of numerous companies during the past 15 years. Mr. Bunge has an MSc in Engineering and Management from Linköping University.

Ulf Rosberg, age 51, currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently as senior advisor since 2012. Prior to joining Nordic Capital, Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners. He

The Board of Directors has an M.Sc.concluded that Mr. Rosberg should serve as director because of his investment and financial experience, his significant ownership position in Economics from the Stockholm Schoolour company, and his service to our company as Chairman of Economics and a degree with a major in finance from New York University, Stern School of Business in New York.

As provided in the Securities Purchase Agreement, the Board of Directors.

Class III Directors Continuing in Office with Term Expiring at the 2026 Annual Meeting

Peter Lindell, age 69, has served as a director since June 2019. Mr. Lindell currently serves as Chairman and a board member for several companies where he also is expected to appoint these two designees toan owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and Chairman of Rite Internet Ventures Holding, Innohome Group OY and Acervo AB. He is also a board member of Frank Dandy Holding AB and Storevision Holding AB. Mr. Lindell has worked in the private equity market for more than twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions.

The Board of Directors has concluded that Mr. Lindell should serve as directors no later than the datedirector because of his board experience, understanding of the private equity markets, and his significant ownership position in our company.

Per Löfgren, age 59, has served as a director since August 2014. Since 2017, Annual MeetingMr. Löfgren has served as Vice President, Chief Financial Officer for Segment Networks of Stockholders. Upon such appointment, one designeeTelefonaktiebolaget LM Ericsson (“Ericsson”). Ericsson is expectedglobal telecommunications company listed on Nasdaq Nordic. Mr. Löfgren also has held the position of President of Ericsson AB since January 2015. From January 2015 to May 2017, he served as Vice President, Global Sales and Chief Financial Officer for Segment Global Services of Ericsson. From February 2011 to December 2014, he served as Vice President and Chief Financial Officer of Ericsson North America. Prior to 2011, he served in various Ericsson business units globally as a division chief financial officer, sales, and other management positions.

The Board of Directors has concluded that Mr. Löfgren should serve as a Class I director because of his qualification as an audit committee financial expert, his general financial and business knowledge, and his thirty years of experience in the other as a Class II director.communications and technology industry.

Leadership of the Board of Directors

The business of our company is managed under the direction of the Board of Directors, which is elected by our stockholders. The basic responsibility of the Board of Directors is to lead our company by exercising business judgment to act in what each director reasonably believes to be the best interests of our company and its stockholders. Leadership is important to facilitate the ability of the Board to act effectively as a working group so that our company and its performance may benefit. The Board of Directors does not have a lead independent director. The Board of Directors has chosen to separate the positions of chief executive officer and chairman. Mr. Rosberg serves as Chairman of the Board of Directors. The Board of Directors believes that it is appropriate to have one individual responsible for our company’s operational aspects and a second individual responsible for our company’s strategic aspects. As prior Chief Executive Officer

Director Independence

The Board of our company with knowledgeDirectors has determined that each of our challenges and opportunities, Mr. Bystedt’s role as Chairman includes providing feedback on the direction, performance, and strategymembers of our company.the Board of Directors is an independent director within the meaning of the applicable Nasdaq Stock Market rules.

Committees of the Board of Directors

The Board of Directors has established threetwo committees: anthe Audit Committee aand the Compensation, Committee, and a NominatingNomination and Governance Committee. John Reardon, Mats Dahlin and Per Löfgren are the current members of each committee.Committee (the “CNG Committee”).

In 2016,2023, the Audit Committee met four5 times and the CompensationCNG Committee met once, and the Nominating and Governance Committee met once. All of the directors attended at least 75% of the meetings of each committee on which he was then serving.2 times. In addition, the independent directors of the Board of Directors regularly meet in executive sessions.

The Board of Directors has adopted written charters for each of the Audit Committee Compensation Committee, and Nominating and Governancethe CNG Committee. Copies of the Audit Committee Charter Compensation Committee Charter, and Nominating and Governancethe CNG Committee Charter are available on our website athttp:https://www.neonode.com/investor-relations/corporate-governance/neonode.com/about-us/charters-and-policies/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement. Each of the committees has the authority under its respective charter to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

The Board of Directors has determined that John Reardon, Mats Dahlin, and Per Löfgreneach of our current directors, meet the applicable SEC and NASDAQ Stock MarketNasdaq rules and regulations regarding “independence” and areis able to exercise independent judgment with respect to our company. John Reardon, Mats Dahlin, and Per LöfgrenThe Board of Directors also meethas determined that each director on the respective committee meets the independence

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requirements of each charter of the Audit Committee Compensation Committee, and Nominating and GovernanceCNG Committee.

If they are elected to the Board, Mr. Eriksson and Ms. Hedin are expected to be appointed by the Board of Directors to one or more of the committees in place of Mr. Dahlin subsequent to the expiration of his term of office directly after the 2017 Annual Meeting. The Board of Directors has determined that Mr. Eriksson and Ms. Hedin meet applicable SEC and NASDAQ Stock Market rules and regulations regarding “independence” and are able to exercise independent judgment with respect to our company.

Audit Committee. 

The current members of the Audit Committee are Per Löfgren Mats Dahlin,, Peter Lindell, and John Reardon.Ulf Rosberg. Mr. Löfgren is Chairman of the Audit Committee. The Board of Directors has determined that Mr. Löfgren qualifies as an “audit committee financial expert”, as defined in SEC rules.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), oversees our company’s corporate accounting and financial reporting process, the audits of our company’s financial statements, and the integrity of financial reports and other financial information provided by our companywe provide to the government and the public. The Audit Committee’s authority and responsibilities are specified in its charter and include the following:include:

•determining whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

•reviewing and approving the retention of the independent registered public accounting firm to perform any proposed permissible non-auditnon-audit services;

•discussing with management and with the independent registered public accounting firm the results of the annual audit and the results of the quarterly financial statements;

•reviewing the financial statements to be included in the Annual Report on Form 10-K;10-K;

•conferring with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; and

•establishing procedures for the receipt, retention, and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Compensation, CommitteeNomination and Governance Committee.. 

The current members of the CompensationCNG Committee are Mats Dahlin, Per Löfgren,Cecilia Edström, Peter Lindell and John Reardon. Mr. DahlinUlf Rosberg. Mrs. Edström is Chairman of the CompensationCNG Committee.

The CompensationCNG Committee reviews all components of executive officer and director compensation.compensation and assists the Board of Directors on matters relating to the identification, selection, and qualification of directors and overseeing and making recommendations regarding corporate governance matters. The CompensationCNG Committee’s authority and responsibilities are specified in its charter and include the following:include:

•reviewing and approving the compensation and other terms of employment of the chief executive officer;

•reviewing and approving corporate performance objectives and goals relevant to the compensation of the chief executive officer;

•reviewing and approving the compensation and other terms of employment of the other executive officers; and

•administering and reviewing incentive-basedincentive-based or equity compensation plans of the executive officers and other employees.employees;

In addition,•        developing and recommending to the Board of Directors criteria for selecting qualified director candidates;

•        identifying individuals qualified to become members of the Board of Directors;

•        evaluating and selecting, or recommending to the Board of Directors, director nominees for each election of directors;

•        considering committee member qualifications, appointment, and removal;

•        recommending codes of conduct and codes of ethics applicable to our company; and

•        providing oversight in the evaluation of the Board of Directors and each committee.

Compensation Function

The CNG Committee considers matters related to individual compensation, such as compensation for new executive hires, as well as various compensation policy issues throughout the year. For executives other than the chief executive officer, the CompensationCNG Committee receives and considers performance evaluations and compensation

recommendations submitted to the CompensationCNG Committee by the chief executive officer. In the case of the chief executive officer, the evaluation of his performance is conducted by the CompensationCNG Committee, which determines any adjustments to his compensation as well as awards to be granted. The agenda for meetings of the CompensationCNG Committee typically is determined by its chairman, with the assistance of the chief executive officer and chief financial officer. For equity grants, the CompensationCNG Committee

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generally selects an exercise price that is not less than the closing price of shares of our common stock on the NASDAQ StockThe Nasdaq Capital Market on the grant date.

To perform its duties, the CompensationCNG Committee has the authority to retain or terminate any consulting firm used to evaluate director or executive compensation, and to determine and approve the terms, costs and fees for such engagements. The CompensationCNG Committee did not retain such a consultant in 20162023 and has not engaged such a consultant for 2017.2024.

Nominating and Governance CommitteeFunction. The members of the Nominating and Governance Committee are John Reardon, Mats Dahlin, and Per Löfgren. Mr. Reardon is Chairman of the Nominating and Governance Committee. The Nominating and Governance Committee’s authority and responsibilities are specified in its charter and include the following:

•        developing and recommending to the Board of Directors criteria for selecting qualified director candidates;

•        identifying individuals qualified to become members of the Board of Directors;

•        evaluating and selecting, or recommending to the Board of Directors, director nominees for each election of directors;

•        considering committee member qualifications, appointment, and removal;

•        recommending codes of conduct and codes of ethics applicable to our company; and

•        providing oversight in the evaluation of the Board of Directors and each committee.

The Nominating and GovernanceCNG Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and possessing personal integrity and ethics. The Nominating and GovernanceCNG Committee also considers factors such as whether a candidate possesses relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of our company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment, and has the commitment to rigorously represent the long-termlong-term interests of our stockholders. The Nominating and GovernanceCNG Committee retains the right to modify these qualifications from time to time.

The Nominating and GovernanceCNG Committee does not have a specific policy with respect to the consideration of diversity in identifying director nominees. Candidates are reviewed in the context of the current composition of the Board of Directors and whether it reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The Nominating and GovernanceCNG Committee seeks to have a Board of Directors with a diversity of background and experience.

In the case of an incumbent director whose term of office is set to expire, the Nominating and GovernanceCNG Committee reviews the director’s overall service to our company during his or her term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the director’s independence or judgment. In the case of new director candidates, the Nominating and GovernanceCNG Committee determines whether the candidate will be independent pursuant to applicable SEC and NASDAQ Stock MarketNasdaq rules and regulations. The Nominating and GovernanceCNG Committee may conduct appropriate and necessary inquiries into the backgrounds and qualifications of current or possible nominees. To date, the Nominating and GovernanceCNG Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

The Nominating and GovernanceCNG Committee will consider director candidates recommended by stockholders. The Nominating and GovernanceCNG Committee does not intend to alter the manner in which it evaluates a candidate as described above for nominees based on whether the candidate was recommended by a stockholder. Since

On March 8, 2023, the beginningBoard of 2016, there have beenDirectors amended and restated our Bylaws in order to, among other things, (i) address the universal proxy rules recently adopted by the SEC, by clarifying that no material changesperson may solicit proxies in support of a director nominee other than the Board of Directors’ nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements, and (ii) modify the advance notice bylaws to (a) require that any stockholder seeking to nominate persons for election to the procedures by whichBoard of Directors or to present other business for consideration at a meeting of stockholders may recommend director candidates.

9must be a stockholder at the time of the meeting and be entitled to vote at the meeting and (b) require certain additional information from stockholders seeking to nominate persons for election to the Board of Directors or to present other business for consideration at a meeting of stockholders and updates to such information if necessary.

Stockholders may directly nominate a person for director only by complying with the procedure set forth in theour Bylaws, of our company, which in summary requires that the stockholder submit the name of the nominee in writing to the Corporate Secretary of our companycorporation secretary not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting.meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us. Nominations may be mailed or delivered to the Corporate Secretary, Neonode Inc., Storgatan 23C, 11455Karlavägen 100, 115 26 Stockholm, Sweden, at least six months prior to any meeting at which directors are to be elected.Sweden. As described in more detail in theour Bylaws, of our company, nominations must include, among other things, the full name of the nominee, complete biographical information of the nominee including a description of business experience for at least the previous five years, a description of the nominee’s qualifications for director, and a representation that the nominating stockholder is a beneficial owner or record holder of shares of our stock. Any such submission must be accompanied by the written consent of the nominee to be named as a nominee and to serve as a director if elected. To date, the Nominating and GovernanceCNG Committee has not received any director nominations from our stockholders.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting date, and otherwise comply with the provisions of Rule 14a-19 and our Bylaws.

Meetings of the Board of Directors

The Board of Directors met four14 times during 2016.2023. Each director attended at least 75% or more of the meetings of the Board.aggregate of the Board of Directors and committee meetings on which they served during 2023.

Although our company doeswe do not have a policy requiring their attendance, members of the Board of Directors are encouraged to attend the annual meeting of stockholders. FiveOne of the sixfour members of the Board of Directors attended, in person or telephonically, last year’s 2016the 2023 Annual Meeting of Stockholders. Each member of the Board intends to attend, either in person or telephonically, this year’s 2017 Annual Meeting.

Director Compensation

In 2016, Messrs. Bystedt, Reardon, Dahlin, and Löfgren received feesThe following table lists the compensation paid to directors for servingtheir services as members of the Board of Directors. The annual retainer for Mr. Bystedt for serving as Chairman of the Board is 624,000 Swedish Kronor (“SEK”) (approximately $96,000 in 2011 when his annual chairmanship fee was established). In addition, we contribute approximately 5% of Mr. Bystedt’s compensation to a Swedish pension organization. The annual retainerDirectors for the other non-employee directors is $48,000. fiscal year ended December 31, 2023. Payments are made in our local currency; accordingly, for purposes of this table, compensation has been converted to U.S. dollars at an approximate weighted average exchange rate of 10.6130 SEK to one U.S. dollar for 2023.

Directors do not receive per-meetingper-meeting fees. The members of the Board alsoof Directors are eligible for reimbursement for their expenses incurred in attending Board of Directors meetings.

NoneAs of our directors received stock option awards in 2016.

The following table lists the compensation paid to non-employee directors for their services as membersDecember 31, 2023, none of the Board for the fiscal year ended December 31, 2016. Compensation paid to Thomas Eriksson is presented as part of the “Summary Compensation Table” below. Mr. Bystedt and Mr. Löfgren are paid in our local currency; accordingly, for purposes of this table, their compensation has been converted to US Dollars at an approximate weighted average exchange rate of 8.55 SEK to one US Dollar.directors held any stock or option awards.

Communication with the Board of Directors

Stockholders, or anyone else wishing to contact the Board of Directors directly, may send a written communication to CorporateCorporation Secretary, Neonode Inc., Storgatan 23C, 11455Karlavägen 100, 115 26 Stockholm, Sweden. The Corporate SecretaryOur corporation secretary will forward such correspondence only to the intended recipients, whether the entire Board of Directors or only an individual member of the Board.Board of Directors. However, prior to forwarding any correspondence, the Corporate Secretary of our companycorporation secretary may review such correspondence and, at hisher discretion, may not forward certain items if deemed to be of a commercial nature or in bad faith.

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Risk Oversight

Management continually monitors the material risks facing our company. The Board of Directors is responsible for exercising oversight of management’s identification of, planning for, and managing these risks, which include financial, technological, competitive, and operational risks. The Board of Directors periodically reviews and considers the relevant risks facedwe face. The Board of Directors is supported by our company. Further, particularly as a prior Chief Executive Officerthe Audit Committee, which is responsible for overseeing the management of our company, the Chairman is well-positionedmajor financial risk exposures, including risks relating to lead Board discussions on risk due to his knowledge of our companyaccounting matters, financial reporting and industry.internal controls.

Code of Ethics

The Board of Directors has adopted the Code of Business Conduct, which is applicable to our officers, directors, and employees. The Code of Business Conduct contains a separate Code of Ethics that applies specifically to our company’s chief executive officer and senior financial officers. The Code of Business Conduct, including the Code of Ethics, is available on our website athttp://www.neonode.com/investor-relations/corporate-governance/about-us/charters-and-policies/. If we amend or waive the Code of Business Conduct or Code of Ethics with respect to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will post the amendment or waiver on our website. The information contained on our website is not part of and is not incorporated by reference into this this proxy statement.

Section 16(a) Beneficial Ownership Reporting ComplianceSecurities Hedging

Section 16(a)The Company’s Policy Against Insider Trading and Securities Fraud prohibits officers, directors and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sales contracts.

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Exchange ActBoard of Directors has selected KMJ Corbin and Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and the Board of Directors is asking stockholders to ratify that selection. We do not expect a representative of KMJ Corbin and Company LLP to be present at the 2024 Annual Meeting.

Although ratification is not required by our Bylaws or otherwise, the Board of Directors considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of KMJ Corbin and Company LLP for ratification by stockholders as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee at its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest.

Required Vote and Recommendation

Ratification of the appointment of KMJ Corbin and Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 requires the affirmative vote by the shares constituting a majority of the votes cast by the holders of shares of our directorscommon stock present in person or by proxy and executive officers,entitled to vote at the meeting.

Abstentions will not be counted as votes cast and persons who own more than ten percentwill have no effect on the result of the vote, although they will count towards the presence of a quorum. We do not expect any broker non-votes on this matter as this is generally treated as a routine matter. Properly executed and unrevoked proxies will be voted FOR Proposal 2 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment
of KMJ Corbin and Company LLP as Neonode’s independent registered classpublic accounting firm
for the fiscal year ending December 31, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table lists aggregate fees billed to us for the fiscal years ended December 31, 2023 and 2022 by KMJ Corbin and Company LLP, our independent registered public accounting firm.

Audit Fees represent aggregate fees billed for professional services rendered for the audit of our equity securities, to file reports of ownershipannual consolidated financial statements and changes in ownership withinternal control over financial reporting, the SEC. Based solely upon a review of the copiescondensed consolidated financial statements included in our quarterly reports, and the review of registration statements including consents provided therewith and related matters.

Pre-Approval of Audit and Non-Audit Services

Pursuant to applicable law, and as set forth in the terms of its charter, the Audit Committee of the Board of Directors is responsible for appointing, setting compensation for, and overseeing the work of our independent registered public accounting firm. Any audit or non-audit services proposed to be performed are considered by and, if deemed appropriate, approved by the Audit Committee in advance of the performance of such reportsservices. All of the fees earned by KMJ Corbin and written representations that no other reportsCompany LLP described above were required, we believe thatattributable to services pre-approved by the Audit Committee.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of Neonode assists the Board of Directors in its oversight of Neonode’s accounting and financial reporting process and interacts directly with and evaluates the performance of Neonode’s independent registered public accounting firm.

Management is responsible for Neonode’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of Neonode’s consolidated financial statements and assessment of Neonode’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee has reviewed and discussed the audited consolidated financial statements of Neonode for the fiscal year ended December 31, 2016 all2023 with management and KMJ Corbin and Company LLP. The Audit Committee also has discussed with KMJ Corbin and Company LLP the matters required to be discussed by the applicable requirements of our directors, executive officers,the Public Company Accounting Oversight Board and greater than ten percent beneficial owners have compliedthe Commission. In addition, the Audit Committee has received the written disclosures and the letter from KMJ Corbin and Company LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding KMJ Corbin and Company LLP’s communications with the reporting requirementsAudit Committee concerning independence, and the Audit Committee has discussed with KMJ Corbin and Company LLP their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Section 16(a).Directors, and the Board of Directors approved, that the audited consolidated financial statements of Neonode be included in Neonode’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 28, 2024.

The foregoing Report of the Audit Committee is not soliciting material, shall not be deemed filed
with SEC and shall not be incorporated by reference in any filing of
Neonode under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing.

PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICERS COMPENSATION

The Dodd-Frank Act also requires that we provide our stockholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers, such as Proposal 3 included in this proxy statement. By voting with respect to this Proposal 4, which we refer to as the advisory vote on named executive officers compensation and is also known as the “say-on-frequency” vote, stockholders may indicate whether they would prefer that we conduct future advisory votes on named executive officers compensation once every one, two, or three years. Stockholders also may abstain from casting a vote on this proposal.

The Board of Directors believes that an advisory vote on named executive officers compensation that occurs every year is the most appropriate alternative for our company, and therefore the Board of Directors recommends that stockholders vote for a one-year interval for the advisory vote on named executive officers compensation. In determining to recommend a vote for a frequency of every year, the Board of Directors considered that a one-year frequency has become the standard frequency for public companies and that an annual vote affords our stockholder greater opportunity to provide feedback to the management team of our company and the Board of Directors.

Required Vote and Recommendation

Holders of shares of our common stock present in person or by proxy and entitled to vote at the meeting have the opportunity to choose among four options (every one year, two years, or three years, or abstaining) as to the frequency of the advisory vote on named executive officers compensation.

Because the vote is advisory, it is not binding on our company, the Board of Directors, or the Compensation Committee. The Board of Directors and the Compensation Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory votes on named executive officers compensation. The Board of Directors may decide that it is in the best interests of our stockholders and our company to hold an advisory vote on named executive officers compensation more or less frequently than the frequency chosen by our stockholders.

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted for “ONE-YEAR” unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote for the option of every one-year as the preferred frequency
for the advisory vote on named executive officers compensation.

EXECUTIVE OFFICERS

Information about our current executive officers is as follows:

BiographicalFredrik Nihlén, age 41, commenced employment as Chief Financial Officer, Treasurer and Secretary of our company on August 2, 2021. Mr. Nihlén previously served as Finance Director IFS Nordics at IFS Sverige AB (“IFS”) since November 2019. Prior to joining IFS, Mr. Nihlén held the position of Group Chief Financial Officer at Cinnober Financial Technology AB from September 2018 to October 2019. Before this Mr. Nihlén served as Head of Finance at DIBS Payment Services (“DIBS”) from 2016 to 2018 and Business Controller at DIBS from 2013 to 2016.

EXECUTIVE COMPENSATION

Summary Compensation Table (2023 and 2022)

The following table presents information regarding Thomas Erikssoncompensation earned by our former President and Chief Executive Officer and Interim President and Chief Executive Officer and Chief Financial Officer (the “named executive officers”) for the years ended December 31, 2023 and 2022. Our executives are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of this table, compensation paid in SEK has been converted to U.S. dollars at an approximate weighted average exchange rate of 10.6130 SEK and 10.3921 SEK to one U.S. dollar for the years ended December 31, 2023 and 2022, respectively.

____________

(1)      For Mr. Forssell, for 2023, this amount includes salary payments of SEK 2,250,000 (approximately US$212,004) and cash payments in lieu of vacation time of SEK 282,906 (approximately $26,657), and for 2022, this amount includes salary payments of SEK 2,184,000 (approximately US$210,159) and cash payments in lieu of vacation time of SEK 283,122 (approximately $27,244).

          For Mr. Nihlén, for 2023, this amount includes salary payments of SEK 1,524,000 (approximately US$143,597) and cash payments in lieu of vacation time of SEK 205,524 (approximately $19,365), and for 2022, this amount includes salary payments of SEK 1,476,000 (approximately US$142,031) and cash payments in lieu of vacation time of SEK 125,874 (approximately $12,112).

(2)      Mr. Forssell received a bonus of SEK 112,500 (approximately US$10,600) for 2023, which was paid in February 2024 and a bonus of SEK 218,400 (approximately US$21,016) for 2022, which was paid in February 2023.

          Mr. Nihlen received a bonus of SEK 30,480 (approximately US$2,872) for 2023, which was paid in February 2024 and a bonus of SEK 59,040 (approximately $5,681) for 2022, which was paid in February 2023.

(3)      Amounts reflect the full grant-date fair value of stock awards granted during 2022 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of these stock awards in Note 9 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2022.

(4)      For Mr. Forssell, the amount for 2023 includes SEK 608,817 (approximately US$57,366) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance. The amount for 2022 includes SEK 569,275 (approximately US$54,780) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance.

          For Mr. Nihlén, the amount for 2023 includes SEK 350,080 (approximately US$32,986) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. The amount for 2022 includes SEK 324,980 (approximately US$31,272) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit.

(5)      Dr. Forssell resigned from his position of President and Chief Executive Officer effective April 10, 2024.

(6)      Mr. Nihlén was appointed Interim President and Chief Executive Officer effective April 10, 2024.

Employment Agreements

Dr. Urban Forssell

We entered into an employment agreement with Mr. Forssell on October 20, 2019. Under the terms of his employment agreement, Mr. Forssell’s salary is under “Compositionsubject to review and adjustment on an annual basis. Mr. Forssell is also entitled to receive a yearly bonus up to a maximum of 50% of his total yearly salary based on his performance as Chief Executive Officer and the Boardfinancial performance of Directors”our company. He is also entitled to receive health care, pension, and other customary employee benefits in accordance with his employment agreement.

On April 10, 2024, the Board MattersCompany and Corporate Governance section above.

Lars LindqvistDr. Forssell entered into a Termination Agreement (the “Termination Agreement”), age 59, has servedpursuant to which Dr. Forssell was discharged from his position as an executive officerthe Company’s President and Chief Executive Officer and will act as a Senior Advisor to the management team of Neonode since August 2014. Upon becoming an executive officer, Mr. Lindqvist resigned as a member ofTechnologies AB, the Company’s subsidiary, and the Board of Directors until December 31, 2024. As the Senior Advisor, Dr. Forssell is entitled to, among others, (i) a monthly salary of Neonode, a position he had held since November 2011. PriorSEK 194,000 (approximately US$17,838) and (ii) the same occupational pension contribution, insurance coverage, sick pay, and health care allowance benefits that were previously provided by the employment contract entered into between the Company and Dr. Forssell on January 1, 2020. Dr. Forssell is not entitled to becoming an executive officerany variable remuneration payment, award or compensation, whether up-front or deferred, under any variable remuneration scheme, except for the bonus payment of our company, Mr. Lindqvist servedSEK 112,500 (approximately US$10,345) attributable to his performance during the year ended December 31, 2023 as a management consultant to LQ Consulting GmbH since January 2013, interim Chief Executive Officer of 24 Mobile Advertising Solutions AB from June 2012 to December 2012, interim Chief Executive Officer of ONE Media Holding AB from April 2011 to May 2012, and Chief Financial Officer for Mankato Investments AG Group from June 2005 to March 2011. In addition, Mr. Lindqvist was Chief Financial Officer of Microcell OY, a Finnish ODM of mobile phones, from August 2002 to May 2005, and he was Chief Financial Officer of Ericsson Mobile Phones from May 1995 to July 2002.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

Our executive compensation programs seek to balance the interests of stockholders and executives while supporting our need to attract and retain competent executive management. Toward this end, the Board of Directors and the Compensation Committee seek to emphasize the enhancement of stockholder value and deliver a total executive compensation package in a cost-effective manner.

2016 Summary

For 2016, the Compensation Committee acted conservatively with respect to executive compensation by awarding neither bonuses nor equity compensation to the named executive officers. In addition, no perquisites were paid to the named executive officers in 2016.

Say-on-Pay

At our 2016 Annual Meeting of Stockholders, approximately 93% of the votes cast in the advisory “say-on-pay” vote were voted for approval of the compensation of the named executive officers as disclosed in our 2016 proxy statement. The Board of Directors and Compensation Committee have considered the results of the 2016 “say-on-pay” vote and believe that the substantial support by our stockholders indicates they generally are supportive of our approach to executive compensation. The Board of Directors and Compensation Committee will continue to consider “say-on-pay” votes in formulating future executive compensation policies and decisions.

Governance

These additional factors are important attributes of our company’s overall program with respect to executive compensation:

•        Our employees, including executives, are prohibited from pledging or hedging, or selling short, their shares of our common stock.

•        Incentive compensation paid to executive officers is subject to a Clawback Policy adoptedgranted by the Board of Directors.

•Mr. Fredrik Nihlén        Outstanding stock options are not

We entered into an employment agreement with Mr. Nihlén on March 30, 2021, which became effective on August 2, 2021. Under the terms of his employment agreement, Mr. Nihlén’s salary is subject to automatic vesting upon a changereview and adjustment on an annual basis. He is also eligible to participate in control of our company.

short- and long•-term Our company annually holds an advisory voteincentive program for key persons and our standard pension, healthcare, and benefits programs on named executive officer compensation.

Compensation Committee

The Compensation Committee of the Board of Directors oversees our executive compensation program. The Compensation Committee, which is composed solely of independent directors, reviews executive officer performance and reviews and approves executive officer compensation.same terms as all other employees.

In addition,connection with Mr. Nihlén’s appointment as the Compensation Committee administers the 2006 Equity Incentive PlanCompany’s Interim President and the 2015 Stock Incentive Plan of our company. In that capacity, the Compensation Committee selects the employees, including executives, and non-employee directors of our company who will receive awards, determines the number of shares covered thereby, and establishes the terms, conditions, and other provisions of the grants.

Under its charter, the Compensation Committee has the authority to retain or terminate any consulting firm used to evaluate director or executive compensation and to determine and approve the terms, costs and fees for such engagements. The Compensation Committee did not retain a compensation consultant in 2016 and has not engaged a compensation consultant for 2017.

Role of Chief Executive Officer

The Compensation Committee establishes compensation policies and practices for the chief executive officer. The chief executive officer recommends compensation packages for the remaining executive officers based on his review of our company’s performance and the executive’s contribution effective April 10, 2024, Mr. Nihlén is entitled to this performance, and salary levels for our

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employees in general. After reviewing these recommendations and after discussion with the chief executive officer, the Compensation Committee makes whatever modifications it believes are appropriate.

Compensation Philosophy

The Board of Directors believes that executive compensation should vary with our performance in achieving our financial and non-financial objectives, should be tied to individual performance, and should be structured to align the interests of our executive officers with the interests of our stockholders. The Compensation Committee seeks to providereceive a total compensation package that is adequate and competitive in relation to the compensation practices of comparable companies of our size and type of business. Accordingly, the Compensation Committee provides salaries based upon individual performance together, where appropriate, with periodic cash bonuses and stock options based on our overall performance relative to our corporate objectives and the executive’s individual contributions.

The Compensation Committee has not adopted formal guidelines for allocating total compensation between long-term and current compensation or equity compensation and cash compensation but rather allocates on a case-by-case basis as appears appropriate in achieving objectives of our compensation philosophy.

In reviewing the competitiveness of our executive compensation, the Compensation Committee takes into account information from sources such as independent members of the Board of Directors and publicly available data relating to the compensation practices and policies of other companies in our industry. However, the Compensation Committee has not developed any specific list of peer group companies to inform its compensation decisions. Consistent with this view, the Compensation Committee has not targeted a predetermined percentile of any peer group companies in determining compensation. While benchmarking may not necessarily be appropriate for a company of our size or as a sole tool for setting compensation because some aspects of our business and objectives are unique to us, the Compensation Committee may in the future gather and review peer group information if the Compensation Committee determines it be important to its decision-making process.

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a federal income tax deduction to public companies for certain compensation over $1,000,000 paid to a chief executive officer and the three other most highly compensated executive officers other than the chief financial officer. Qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. The Compensation Committee does not believe that Section 162(m) or other accounting and tax treatment of particular forms of compensation materially affect compensation decisions. However, the Compensation Committee will evaluate the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to compensation policies where appropriate.

Components of Compensation

The primary elements of total compensation we historically pay to our executive officers, including the chief executive officer and the other executive officers identified under the “Summary Compensation Table” below, include the following:

•        base salary;

•        cash bonus;

•        awards under our equity incentive plans;

•        benefits under our defined contribution plans; and

•        benefits under our health and welfare benefits plans.

Base Salaries

Base salaries for executives are reviewed annually and adjustments are determined, where appropriate, to maintain salaries at competitive levels, taking into account each executive’s experience and individual performance, to maintain an equitable relationship between executive salaries and overall salaries for other employees, and to reflect the executive’s annual performance evaluation.

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For 2016, the base salaries of Mr. Eriksson and Mr. Lindqvist were maintained at the same level as 2015. In 2014, the basemonthly salary of SEK 140,000 (approximately US$13,254) for his role as the Company’s Chief Financial Officer and an additional monthly salary of SEK 35,000 (approximately US$3,314) for his role as the Interim President and Chief Executive Officer. Mr. Lindqvist uponNihlén is not entitled to any additional compensation relating to his appointment as Chief Financial Officer was established at a rate comparable to that of the prior Chief Financial Officer.

Cash Bonuses

The Compensation Committee determines whether executives should receive cash bonuses based on our financial position, achievement of major corporate objectives,Interim President and the contribution of the executive, above normal expectations, to our overall success and achievements in creating stockholder value. The Compensation Committee may award bonuses at its discretion based upon subjective factors it determines after the conclusion of the year.

To date, the Compensation Committee has established a non-discretionary bonus structure solely for Mr. Eriksson as Chief Executive Officer tied to the performance of the share price of our common stock (NEON) relative to the price of the NASDAQ-100 Technology Sector Index (NDXT) based upon a maximum payout to Mr. Eriksson of 1,000,000 Swedish Kronor (“SEK”) (approximately $117,000 in 2016). If the price of shares of our common stock increases during the year by more than 25% of the increase in the price of the NASDAQ-100 Technology Sector Index, then Mr. Eriksson would be entitled to the maximum payout. If the price of shares of our common stock increases during the year at approximately the same percentageexcept as the NASDAQ-100 Technology Sector Index, then Mr. Eriksson would be entitled to 50% of the maximum. The price of shares of our common stock in 2016 did not increase relative to the NASDAQ-100 Technology Sector Index. As a result, the Compensation Committee did not award a non-discretionary cash bonus to Mr. Eriksson for the fiscal year ended 2016.

As described under “Employment Agreements” below, Mr. Lindqvist’s employment agreements provides him with a bonus opportunity of up to 50% of his total yearly salary at the discretion of the chief executive officer. No bonus was awarded to Mr. Lindqvist for the fiscal year ended 2016.

Equity Incentive Plan Awards

We use the grant of options and other equity awards under our equity incentive plans, particularly the 2015 Stock Incentive Plan, as the primary vehicle for providing long-term incentive compensation opportunities to our employees, including executives. The options we have granted have a per share exercise price which is not less than the closing price of a share of our common stock on the NASDAQ Stock Market on the grant date. Accordingly, options granted under our equity incentive plans have no value unless the market price of our common stock increases after the grant date. Our equity incentive awards are designed to provide at-risk compensation that aligns management’s financial interests with those of our stockholders, encourages management ownership of our common stock, supports the achievement of corporate financial objectives, and provides competitive equity reward opportunities. When determining whether to grant equity awards, the Compensation Committee considers the executive’s responsibilities and anticipated contributions to achieving our performance goals, and its judgment about whether the complete compensation package provided to the executive is sufficient to retain, motivate and adequately reward him. For 2016, the Compensation Committee did not grant equity incentive awards to the named executive officers.above.

Defined Contribution Plans

In accordance with Swedish practice, we contribute an amount equal to fifteen percent of the salary of our executives to Swedish pension organizations through an arrangement akin to a 401(k) plan.

Health and Welfare Benefits Plans

We provide employee benefits programs to our executives in Sweden, including healthcare, disability, and life insurance. Our employee benefits plans are provided on a non-discriminatory basis to all employees.

Severance and Change in Control Arrangements

Certain of the named executive officers will receive compensation if, under certain circumstances, their employment is terminated by our company or in connection with a change in control of our company. See “Payments Upon Termination or Change in Control” below for a description of these provisions. We believe that change in control arrangements should represent a fair allocation of the risks of termination between us and the executive,

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preserving a measure of economic security for the executive while making it possible for employment to be terminated without additional liability to our company in the event of changes in our condition and affairs.

Clawback Policy

The BoardSEC adopted final rules in October 2022 to implement Section 954 of Directors has adopted a policy giving it authoritythe Dodd-Frank Act, which mandates national securities exchanges and associations to retroactively recoup any cash bonus orestablish listing standards requiring all listed companies to adopt and comply with compensation recovery (clawback) policies for incentive-based compensation paid to any executive officer, including the namedreceived by current and former executive officers where it is subsequently determined following a significant or material restatement of ourbased on financial statements that the award would not have been paid if performance had been measuredare subsequently restated, and to disclose their clawback policies in accordance with SEC rules. On October 27, 2023, Nasdaq proposed its clawback listing standards that generally align with the restated financial statements for a period covering anySEC’s adopted clawback rules and require listed companies to file clawback-related disclosures in applicable SEC filings. In light of the three fiscal years preceding the restatement. We intend to amend this policyNasdaq’s adoption of its clawback listing standards, we adopted our new Clawback Policy, which was filed as needed to comply with any additional requirements of the Dodd-Frank Act with respect to clawbacks after the SEC adopts regulations implementing the requirements.

Insider Trading Policy

Pursuant to our company’s Policy Against Insider Trading and Securities Fraud, we prohibit our executive officers and directors from pledging their shares of our common stock or hedging the economic risk of ownership of their shares. To our knowledge, all of our executive officers and directors are in compliance with these anti-pledging and anti-hedging provisions. In addition, pursuantan exhibit to the Policy Against Insider Trading and Securities Fraud and in accordance with applicable law, our executive officers and directors are prohibited from entering into short sale transactions of shares of our common stock.

Stock Ownership Guidelines

The Board of Directors believes that the interests of our executive officers and our stockholders should be aligned and for this reason supports our executive officers acquiring or maintaining a significant equity ownership position in our company so as to have a meaningful personal financial stake in our success. Mr. Eriksson beneficially owns approximately five percent of our common stock. However, we have not adopted formal stock ownership guidelines.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table presents information regarding compensation earned by the named executive officers. Mr. Eriksson and Mr. Lindqvist are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of this table, compensation paid in SEK has been converted to US Dollars at an approximate weighted average exchange rate of 8.55, 8.43, and 6.86 SEK to one US Dollar for the years ended December 31, 2016, 2015, and 2014 respectively.

____________

(1)     For 2016, includes cash payments of approximately $10,000 to Mr. Eriksson and $1,000 to Mr. Lindqvist in lieu of vacation time.

(2)     Amounts presented are calculated as of the grant date of the option award in accordance with the provisions of US generally accepted accounting standards. Refer to “Stock-Based Compensation” in Note 9 to the consolidated financial statements in ourCompany’s Annual Report on Form 10-K10-K for the fiscal year ended December 31, 2016 for2023, that complies with the valuation assumptions madenew SEC and Nasdaq listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the Black-Scholes option pricing model usedevent the Company is required to calculate the fair value of the option awards.

(3)     For 2016, represents matching contributions to Swedish defined contribution plan.

(4)     Mr. Lindqvist became an executive officer of our company effective August 15, 2014. Prior to that date, he received compensation asissue restated consolidated financial statements with a non-employee director of our company as described in our 2015 Proxy Statement. The amounts presented in this table do not reflect 2014 compensation paid to Mr. Lindqvist before he became an executive officer.

Employment Agreements

On March 5, 2014, our company entered into an employment agreement with Mr. Eriksson. Under his employment agreement, Mr. Eriksson is entitled to receive a monthly salary of 150,000 SEK (approximately $17,500 monthly in 2016). Mr. Eriksson’s employment agreement also provides that he is eligible to receive a discretionary annual bonus up to 1,000,000 SEK (approximately $117,000 in 2016) and may participate in other bonus and stock option programs. In addition, Mr. Eriksson is eligible to receive health care, pension, and other benefits available to Neonode’s Swedish employees. His employment agreement contains other customary Swedish employment and post-termination provisions.

On August 5, 2014, our company entered into an employment agreement with Mr. Lindqvist. Under his employment agreement, Mr. Lindqvist is entitled to receive a monthly salary of 125,000 SEK (approximately $15,000 monthly in 2016). Mr. Lindqvist’s employment agreement also provides that he is eligible to receive a discretionary annual bonus of up to 50% of his total yearly salary and may participate in other bonus and stock option programs. In addition, Mr. Lindqvist is eligible to receive health care, pension, and other benefits available to Neonode’s Swedish employees. His employment agreement contains other customary Swedish employment and post-termination provisions.

The summaries of the employment agreements above are qualified in their entirety by reference to the actual agreements, copies of which are incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Grant of Plan Based Awards

No equity awards were granted to the named executive officers during the fiscal year ended December 31, 2016.

18qualifying accounting restatement.

Outstanding Equity Awards at Fiscal Year-End (2023)

The following table presents information regarding theThere were no outstanding equity-based awards held byat the named executive officers asend of December 31, 2016.

____________

(1)     Fully vested on the March 3, 2015 grant date.

(2)     One-third vested on the April 26, 2012 grant date and the remaining two-thirds vested monthly over the subsequent twenty-four months.

(3)     Represents award granted on April 26, 2012 as a member of the Board of Directors.

(4)     One-third vested one year after the January 8, 2014 grant date and the remaining two-thirds vested monthly over the subsequent twenty-four months.

Option Exercises

No options were exercised by the named executive officers during the fiscal year ended December 31, 2016.2023 by our named executive officers.

Pay Versus Performance Table and Discussion

The following table reports the compensation of our Principal Executive Officer (the “PEO”) and the average compensation of the other Named Executive Officers (the “Other NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.

____________

(1)      The amounts reflect the Summary Compensation Table total compensation for Urban Forssell, our PEO for each of the years listed.

(2)      For 2023 and 2022, the amount reflects the Summary Compensation Table compensation total for Fredrik Nihlén, our Chief Financial Officer for 2022 and 2023. For 2021, the amount reflects the Summary Compensation Table average compensation total for Mr. Nihlén and for Maria Ek, our former Chief Financial Officer, who were the Other NEOs for 2021.

(3)      The amounts shown for Compensation Actually Paid to our PEO and Average Compensation Actually Paid to the Other NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such persons. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 4 below.

(4)      Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEO and Other NEOs as set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards columns in each of the PEO Compensation Actually Paid and the Other NEOs Compensation Actually Paid tables below in this footnote (4), are the aggregate of the amounts shown in the “Stock Awards” columns from the Summary Compensation Table. Amounts included, which are set forth in the Inclusion of Equity Award Adjustments column in each of such tables below in this footnote (4), are the aggregate of the following components:

(i)      Add the fair value as of the end of the year of all unvested stock awards granted in such year;

(ii)     Add the change in fair value (if positive, or subtract if negative) as of the end of the covered year (from the end of the prior year) of stock awards granted in any prior year that remained outstanding and unvested at the end of the current year; and

(iii)    Add the change in fair value (if positive, or subtract if negative) as of the vesting date (from the end of the prior year) of stock awards granted in any prior year that vested during the covered year.

          Equity values are calculated in accordance with FASB ASC Topic 718. The following types of equity award adjustments were not applicable to Company equity awards, as such events did not occur: (i) adjustments for awards that are granted and vest in the same covered year, (ii) adjustments for awards granted in prior years that were forfeited or failed to meet the applicable vesting conditions during the covered year, and (iii) adjustments for the dollar value of any dividends or other earnings paid on equity awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year.

PEO Compensation Actually Paid

____________

(a)      The components of the amounts shown in this column for our PEO are set forth in the table below:

____________

*        The change in value for each award is measured from the value at the end of the prior year.

Other NEOs Compensation Actually Paid

____________

(a)      The components of the amounts shown in this column for our Non-PEO NEOs are set forth in the table below:

____________

*        The change in value for each award is measured from the value at the end of the prior year.

(5)      This column shows Total Shareholder Return (“TSR”) on a cumulative basis for each year of the three-year period from 2021 through 2023. Dollar values assume $100 was invested for the cumulative period from December 31, 2020 through December 31, 2023 in the Company. Historical performance is not necessarily indicative of future stock performance.

Pay for Performance Relationship

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

Pre-Approval of Audit and Non-Audit Services

Pursuant to applicable law, and as set forth in the terms of its charter, the Audit Committee of the Board of Directors is responsible for appointing, setting compensation for, and overseeing the work of our company’s independent registered public accounting firm. Any audit or non-audit services proposed to be performed are considered by and, if deemed appropriate, approved by the Audit Committee in advance of the performance of such services. All of the fees earned by KMJ Corbin and Company LLP described above were attributable to services pre-approved by the Audit Committee.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of Neonode assists the Board of Directors in its oversight of Neonode’s accounting and financial reporting process and interacts directly with and evaluates the performance of Neonode’s independent registered public accounting firm.

Management is responsible for Neonode’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of Neonode’s consolidated financial statements and assessment of Neonode’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee reviewed and discussed the audited consolidated financial statements of Neonode for the fiscal year ended December 31, 2016 with management and KMJ Corbin and Company LLP. The Audit Committee also discussed with KMJ Corbin and Company LLP the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee received from KMJ Corbin and Company LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board with respect to KMJ Corbin and Company LLP’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KMJ Corbin and Company LLP their independence from Neonode and its management.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited consolidated financial statements of Neonode be included in Neonode’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the Securities and Exchange Commission on March 15, 2017.

The foregoing Report of the Audit Committee is not soliciting material, shall not be deemed filed with the Securities and Exchange Commission and shall not be incorporated by reference in any filing of Neonode under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

Review, Approval or Ratification of Transactions with Related Persons

The Board of Directors has adopted a written policy that addresses related person transactions requiring disclosure under Item 404 of Regulation S-KS-K as promulgated by the SEC. A related person of our company includes a director, a director nominee, an executive officer, a stockholder beneficially owning a more than five percent voting interest in our company, or an immediate family member of any of the foregoing. Under the policy, any transaction in which a related person has a direct or indirect material interest and where the amount exceeds $120,000 must be approved by disinterested members of the Board of Directors.Directors where the amount exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.

In determining whether to approve or ratify a related person transaction, the Board of Directors will take into account, whether (i) the terms are fair to our companyus and on the same basis generally available to an unrelated person, (ii) there are business reasons for our companyus to enter into the transaction, (iii) it would impair independence of an outside director, and (iv) it would present an improper conflict of interest, taking into account factors that the Board of Directors deems relevant.

Since the beginning of 2016,January 1, 2022, there have been no related person transactions, and there are no such transactions currently proposed in respect of our companythat are within the scope of ItemItems 404(a) and 404(d) of Regulation S-KS-K as promulgated by the SEC. Neonode does not have a parent company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership Table

The following table presents certain information as of August 8, 2017 regarding the beneficial ownership of shares of our common stock by: (i) principal stockholders known by us to be beneficial owners of more than five percent of common stock;each director; (ii) each director and nominee for director; (iii) each of the named executive officers, as identified under “Summary Compensation Table” in the Executive Compensation section above; and (iv)(iii) all of our current directors and executive officers as a group. To our knowledge, none of thegroup; and (iv) principal stockholders known by us to be beneficial owners listed below owned shares of our preferred stock asmore than five percent of June 29, 2017.common stock.

Percentage ownership is based on 58,594,586 shares, representing the aggregate number of15,359,481 shares of our common stock and Series B Preferred Stock outstanding as of August 8, 2017.April 22, 2024. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of outstanding options and warrants held by that person that are exercisable at the present time or within 60 days of August 8, 2017April 22, 2024 are considered outstanding; however, these shares are not considered outstanding when computing the percentage ownership of any other person.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Neonode Inc., Storgatan 23C, 11455,Karlavägen 100, 115 26 Stockholm, Sweden.

____________

*        Less than 1%

(1)      Based upon information contained in a Schedule 13G filed with the SEC on February 10, 2017Held by AWM Investment Company, Inc. with respect to the beneficial ownership of shares of our common stock as of December 31, 2016.

(2)     Includes 110,000, 279,000, 110,000, 30,000, 110,000, and 120,000 shares of our common stock that Messrs. Bystedt, Eriksson, Dahlin, Löfgren, Reardon, and Lindqvist, respectively, have the right to acquire beneficial ownership of through the exercise of outstanding stock options.

(3)     Includes 2,789,707 shares of our common stock held by Phenning Holdings Ltd, an entity beneficially owned by Mr. Bystedt.

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(4)     Includes 2,121,062 shares of our outstanding common stock and 106,838 shares issuable upon exercise of a purchase warrant held by WirelesstoysUMR Invest AB, an entity beneficially owned by Mr. Eriksson.Rosberg.

(5)     Includes 991,825(2)      The number of shares of our common stockbeneficially owned by Mr. Lindell includes 1,779,032 shares held by Davisa Ltd,Cidro Forvaltning AB, an entity beneficially owned by Mr. Dahlin.

(6)     Includes 2,754Lindell, and 20,000 shares of our common stock held by The RTC Group, an entity beneficially owned by Mr. Reardon.

(7)     Based upon information contained in a Schedule 13G filed withcapital insurance account, over which Mr. Lindell has dispositive (but not voting) power.

(3)      Dr. Forssell is a named executive officers, as identified under “Summary Compensation Table” in the SEC on August 18, 2017 with respect to the beneficial ownershipExecutive Compensation section above. He resigned from his position of sharesPresident and Chief Executive Officer effective April 10, 2024.

Securities Authorized for Issuance under Equity Compensation Plans

The following table presents information regarding securities authorized for issuance under equity compensation plans as of December 31, 2016:2023:

____________

(1)      Refer to Note 9 “Stock-Based Compensation”8. Stock-Based Compensation in the Notes to the consolidated financial statements in our Annual Report on Form 10-K10-K for the fiscal year ended December 31, 20162023 for additional information about our equity compensation plans and arrangements.

(2)      Includes the 2006 Equity Incentive Plan, and the 2015 Stock Incentive Plan and the 2020 Stock Incentive Plan. However,Both the 2006 Equity Incentive Plan hasand 2015 Stock Incentive Plan have expired with respect to future issuances.

ADDITIONAL INFORMATION

Annual Report

On March 15, 2017,February 28, 2024, we filed with the SEC our Annual Report on Form 10-K10-K for the fiscal year ended December 31, 2016.2023. A copy of our annual report is being made available to all stockholders along with this proxy statement. The Notice and Access card provided to stockholders contains instructions on how to access this proxy statement and our annual report. The Notice and Access card also contains instructions as to how to obtain a paper or e-maile-mail copy of the proxy materials.

Our filings with the SEC (including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, beneficial ownership reports, and other reports) are accessible on our company website athttp://www.neonode.com/investor-relations/sec-filings/investor-relations/sec-filings/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement. These filings, including this proxy statement, are also available on the SEC’s website at www.sec.gov.

We will provide without charge to any person solicited hereby, upon the written request of any such person, a copy of our Annual Report on Form 10-K10-K for the fiscal year ended December 31, 2016.2023. Requests should be directed to usour corporation secretary at our principal executive office at Storgatan 23C, 11455Karlavägen 100, 115 26 Stockholm, Sweden.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to expectations, and future performance or future events. These statements are based on current assumptions, expectations and information available to our management and involve a number of known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these forward-looking statements.

These risks, uncertainties, and factors are discussed under “Risk Factors” and elsewhere in our public filings with the SEC from time to time, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although our management believes that the forward-looking statements contained in this proxy statement are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and we undertake no duty to update or revise them.

Stockholder Proposals

From time to time, stockholders present proposals that may be proper subjects for inclusion in a proxy statement and for consideration at an annual meeting of stockholders. To be included in the proxy statement for our 2018the 2025 Annual Meeting of Stockholders, proposals must be received by us no later than April 24, 2018December 27, 2024 and otherwise must comply with SEC rules governing inclusion of such proposals. Any proposal received after April 24, 2018December 27, 2024 will be untimely, in accordance with SEC rules and regulations.

Matters (other than nominations of candidates for election as directors) may be brought before the meeting by stockholders only by complying with the procedure set forth in theour Bylaws, of our company, which in summary requires notice in writing to the Corporate Secretary of our companycorporation secretary be delivered or mailed to, and received at, our principal executive office not less than 60 days nor more than 90 days prior to the first anniversary of the prior year’s annual meeting.meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us. Each such stockholder notice shall set forthinclude: (1) the name and address, as they appear on our books, of the stockholder proposing such business; (2) the class and number of shares of our common stock which are beneficially owned by the stockholder; and (3) a representation whether such stockholder intends or is part of a group that intends (a) to eachdeliver a proxy statement and/or form of proxy to

stockholders holders of at least the percentage of the Company’s outstanding stock required to approve or adopt the proposal or (b) otherwise to solicit proxies from stockholders in support of such proposal. Each matter the stockholder proposes to bring before the annual meeting:meeting shall include, among other items: (1) a brief description of the matter desired to be brought before the annual meeting and the reasons for bringing such matter before the annual meeting; (2) the name and address, as they appear on our company’s books, of the stockholder proposing such business; (3) the class and number of shares of our company which are beneficially owned by the stockholder; (4) any material interest of the stockholder in such business; and (5) any other information that is required(3) the text of the proposal or business. Stockholder proposals may be mailed or delivered to be provided by the stockholder pursuant to applicable SEC rules.Corporate Secretary, Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden. For information regarding nominating candidates for election as directors, refer to description under “Committees of the Board of Directors” in the Board“Board Matters and Corporate GovernanceGovernance” section above.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 12, 2025, and otherwise comply with the requirements of Rule 14a-19 and our Bylaws.

Householding

Under rules adopted by the SEC, we are permitted to deliver a single set of proxy materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, called householding, allows us to reduce the number of copies of these materials we must print and mail. Even if householding is used, each stockholder will continue to be entitled to submit a separate proxy or voting instruction.

If you share the same last name and address with another of our stockholders who also holds his or her shares directly, and you each wish to start householding for our annual reports and proxy statements, please contact usour corporation secretary at our principal executive offices at Storgatan 23C, 11455Karlavägen 100, 115 26 Stockholm, Sweden, or by calling us at 46 (0) 8 667 17 17.70 29 58 519.

If you consent to householding, your election will remain in effect until you revoke it. Should you later revoke your consent, you will be sent separate copies of those documents that are mailed at least 30 days or more after receipt of your revocation.

In addition, some broker and bank record holders who hold shares of our common stock for beneficial owner street name holders may be participating in the practice of householding proxy statements and annual reports. If your household receives a single set of proxy materials for this year, but you prefer to receive your own copy, contact us as stated above, and we will promptly send you a copy. If a broker or bank holds shares of our common stock for your benefit and you share the same last name and address with another stockholder for whom a broker or bank

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holds shares of our common stock, and together both of you prefer to receive only a single set of our disclosure documents, contact your broker or bank as described in the voter instruction card or other information you received from your broker or bank.

Directions to Annual Meeting Location

All of our stockholders of record as of the close of business on August 8, 2017April 22, 2024 may attend the 20172024 Annual Meeting. “Street name” holders also are invited to attend the meeting; however, if you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or bank.

If you do attend the 20172024 Annual Meeting at our office in Stockholm, most people will find it easiest to take the train or a taxi from the Stockholm Arlanda Airport. The train (the Arlanda express) takes approximately twenty minutes to the central station, and from there take a taxi to our office. If you wantwould instead like to take the subway, the nearest station is Östermalmstorg.Karlaplan. The address of our office where the 20172024 Annual Meeting will be held is Storgatan 23C (Östermalmstorg).Karlavägen 100.

Other Matters

The Board of Directors of our company knows of no matters to be presented for stockholder action at the 20172024 Annual Meeting other than as set forth in this proxy statement. However, other matters may properly come before the 20172024 Annual Meeting or any adjournment or postponement thereof. In the event that other matters properly come before the 20172024 Annual Meeting, the proxy holder(s) will vote as recommended by the Board of Directors or, if no recommendation is given, at the discretion of the proxy holder(s).