Director Compensation inprice of $11.50 per share; and (iii) 1,750,000 other warrants associated with our 2022 Convertible Note (the “Convertible Warrants,” and together with Public Warrants and the Private Placement Warrants, the “Warrants”) with a weighted average exercise price of $3.50 per share.
Ms. DiBattiste, Mr. Dunn, Prof. Dr. Gottschalk,At the Effective Time, pursuant to the Warrant Agreement, dated as of November 12, 2020, by and Mr. Hsieh, who were directors ofbetween the Company atand Continental Stock Transfer & Trust Company (the “Warrant Agreement”), the startnumber of the 2022 fiscal year, received a grant of RSUs from our 2021 Equity Plan in accordance with the equity compensation program described below. The RSUs granted to these non-employee directors vest in a single installment, subject to continued service, on the earliershares of our 2023 Annual Meetingcommon stock issuable upon exercise of Stockholders oreach Public Warrant and each Private Placement Warrant shall be decreased in proportion to the one year anniversarydecrease in outstanding shares of our 2022 Annual Meetingcommon stock. Notwithstanding the foregoing, the Warrant Agreement provides that the Company may not issue fractional shares upon the exercise of Stockholders. Ms. Zeifman, who joined our Boardany Public Warrant or any Private Placement Warrant, and if the holder of Directors on January 17, 2022, received an initial equity grant, which will vest annually as to one-third of the total shares, beginning on January 17, 2023, subject to continued service through each vesting date.
All of our non-employee directors are compensated for their services in accordance with our non-employee director compensation policy that became effective in connection with the closing of the Transactions, as described below.
Messrs. Dussan and Fisch, as employee directors, do not receive any additional compensation for their services as a director.
Non-Employee Director Compensation Policy
Cash Compensation
Commencing with the closing of the Transactions, each non-employee director is eligiblePublic Warrant or Private Placement Warrant would be entitled to receive fractional shares upon the following cash compensation (as applicable) for his or her service on our Board of Directors and its committees:
$50,000 annual cash retainer for service as a board member and an additional annual cash retainer of $60,000 for service as non-executive chair of our Board of Directors;
$10,000 annual cash retainer for service as a member ofexercise thereof, the Audit Committee and $20,000 annual cash retainer for service as chair of the Audit Committee (in lieu of the committee member service retainer);
$7,500 annual cash retainer for service as a member of the Compensation Committee and $15,000 annual cash retainer for service as chair of the Compensation Committee (in lieu of the committee member service retainer); and
$5,000 annual cash retainer for service as a member of the Nominating and Corporate Governance Committee and $10,000 annual cash retainer for service as chair of the Nominating and Corporate Governance Committee (in lieu of the committee member service retainer).
The annual cash compensation amounts are payable in equal quarterly installments and are earned on the first day of each calendar quarter in which the service occurred.
Each non-employee director has the option, once per year, to elect to receive shares of immediately vested RSUs in lieu of some or all of his or her quarterly cash compensation. If elected by a director to take stock instead of cash,Company shall round down the number of shares to be awarded each quarter is determined by dividing the cash compensation that would otherwise be due, by the five-day average closing price of our stock during the five trading days priorissued upon such exercise to the first day ofnearest whole number.
At the calendar quarter. In 2022, Mr. Dunn and Prof. Dr. Gottschalk opted to take equity in lieu of some or all of their cash compensation.
Equity Compensation
Each new non-employee director who joins our Board of Directors will be eligible to receive a one-time RSU award having a value of $350,000 (the “Initial RSU Grant”), vesting in three equal annual installments following the grant date. On the date of each annual meeting of our stockholders, each non-employee director will receive an RSU award having a value of $175,000 (the “Annual RSU Grant”), provided that the non-employee director has served for a minimum of six months priorEffective Time, pursuant to the dateCommon Stock Purchase Warrant, dated as of September 15, 2022, by and between the annual meeting of stockholders. Each Annual RSU Grant will vest in full onCompany and 3i, LP (the “Convertible Warrant Agreement”), the earlier of (1) the date of the following annual meeting of our stockholders or (2) the first anniversary of the date of grant, subject to the non-employee director’s continued service through the applicable vesting date. The number of shares forof our common stock issuable upon exercise of each Convertible Warrant will be decreased in proportion to the Initial RSU Grantdecrease in outstanding shares of our common stock. Notwithstanding the foregoing, the Convertible Warrant Agreement provides that the Company may not issue fractional shares upon the exercise of the Convertible Warrants, and Annual RSU Grant are determined by dividing the stated dollarnumber of shares to be issued upon such exercise will be adjusted as described in the Convertible Warrant Agreement.
Effect on Stated Capital
Pursuant to the Reverse Stock Split, the par value of the awardCommon Stock will remain $0.0001 per share. As a result, when the Reverse Stock Split becomes effective, the stated capital on our balance sheet attributable to our common stock (subject to a minor adjustment in respect of the treatment of fractional shares) and the additional paid-in capital account will, in total, not change due to the Reverse Stock Split. However, the allocation between the stated capital attributable to our common stock and the additional paid-in capital on our balance sheet will change because there will be fewer shares of our common stock outstanding. The stated capital attributable to our common stock will decrease, and in turn, the stated capital attributable to the additional paid-in capital will increase. The net income or loss per share of our common stock will increase because there will be fewer shares of our common stock outstanding. The Reverse Stock Split would be reflected retroactively in our consolidated financial statements. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.
Effect on AEye’s Equity Incentive Plans
As of the Record Date, we had approximately [16,858,674] shares of common stock underlying restricted stock units outstanding and [20,435,202] shares of common stock for future issuance under our 2021 Equity Incentive Plan (the “2021 Plan”). In addition, we had approximately [1,803,027] shares of common stock underlying stock options outstanding under the 2014 US LADAR Inc. Equity Incentive Plan (the “2014 Plan”), [259,284] shares of common stock underlying restricted stock units outstanding and [8,265,245] shares of common stock underlying stock options under the 2016 Stock Plan (the “2016 Plan”), [2,966,889] shares of common stock for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”), and 6,500,000 shares of common stock underlying restricted stock units outstanding under the 2023 CEO Inducement Grant Plan (the “2023 Plan”). The Compensation Committee of our Board (the “Compensation Committee”), pursuant to its role as the administrator of our Equity Incentive Plans, is authorized to determine, in its sole discretion, certain equitable adjustments to our Equity Incentive Plans and any outstanding awards thereunder in the event of a reverse stock split. Accordingly, if the Reverse Stock Split is effected, the number of shares of common stock available for issuance under the 2021 Plan is expected to be proportionately adjusted by the five-day average closingCompensation Committee to reflect the Reverse Stock Split. In addition, the number of shares of common stock subject to any outstanding awards under the 2021 Plan, the 2016 Plan, the 2014 Plan, the ESPP, and the 2023 Plan (collectively, the “Equity Incentive Plans”) and the exercise price, grant price, and/or purchase price relating to such awards, as applicable, are expected to also be proportionately adjusted by the Compensation Committee to reflect the Reverse Stock Split. The Compensation Committee will also determine the treatment of fractional shares, if any, that result from such adjustments to stock options and restricted stock units that are outstanding under our stock during the five trading days prior to the date of grant.Equity