MicroVision, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>MicroVision, Inc. has filed its Definitive Proxy Statement detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>

AI Summary

MICROVISION, INC. (MVIS) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. MicroVision, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 18390 NE 68th Street, Redmond, WA 98052. The filing includes data related to executive compensation for the fiscal years 2020 through 2023. Specific compensation components such as option awards, stock awards, and adjustments for fair value changes are detailed for executive members.

Why It Matters

For investors and stakeholders tracking MICROVISION, INC., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, allowing them to make informed voting decisions on matters presented at the annual meeting. The detailed breakdown of equity awards and their valuation methods offers transparency into how executive performance is incentivized and rewarded.

Risk Assessment

Risk Level: low — MICROVISION, INC. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the executive compensation details to understand pay-for-performance alignment and vote on relevant proposals.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-04-29 — Filing Date (Date of submission)
• 2020-2023 — Executive Compensation Data Years (Years covered by compensation details)

Key Players & Entities

• MICROVISION, INC. (company) — Filer name
• MVIS (company) — Ticker symbol
• DEF 14A (regulator) — Form type
• 2024-04-29 (date) — Filing date
• 18390 NE 68TH STREET (address) — Business address
• REDMOND (location) — Business address city
• WA (location) — Business address state
• 98052 (postal_code) — Business address zip

FAQ

Industry Context

MicroVision operates in the electronic components industry, focusing on advanced technology solutions.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for public companies soliciting proxies from shareholders.

What Investors Should Do

1. Review the detailed executive compensation tables for named executive officers.
2. Analyze the proposals being presented to shareholders for voting at the annual meeting.
3. Understand the company's rationale for executive compensation decisions as outlined in the filing.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard annual disclosure, and does not represent a change from previous filings of the same type.

Filing Documents

• formdef14a.htm (DEF 14A) — 759KB
• formdef14a_001.jpg (GRAPHIC) — 11KB
• chart_001.jpg (GRAPHIC) — 40KB
• chart_002.jpg (GRAPHIC) — 51KB
• chart_003.jpg (GRAPHIC) — 54KB
• chart_004.jpg (GRAPHIC) — 48KB
• proxy_001.jpg (GRAPHIC) — 309KB
• proxy_002.jpg (GRAPHIC) — 280KB
• 0001493152-24-016952.txt (&nbsp;) — 3537KB
• mvis-20231231.xsd (EX-101.SCH) — 7KB
• mvis-20231231_def.xml (EX-101.DEF) — 11KB
• mvis-20231231_lab.xml (EX-101.LAB) — 68KB
• mvis-20231231_pre.xml (EX-101.PRE) — 46KB
• formdef14a_htm.xml (XML) — 169KB

BUSINESS

BUSINESS 37 INFORMATION ABOUT SHAREHOLDER PROPOSALS 37 ADDITIONAL INFORMATION 38 Annual Report 38 Incorporation by Reference 38 Householding 38 Voting by Telephone or the Internet 38 -i- INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Q : Why did you send me these Proxy Materials? A : We sent you this proxy statement and the enclosed proxy card to you because our Board of Directors is soliciting your proxy to vote at the 2024 Annual Meeting of Shareholders. The Annual Meeting will be held virtually on June 5, 2024 at 9:00 a.m. Pacific Time, at www.virtualshareholdermeeting.com/MVIS2024. You will be able to virtually attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast through the link. You will need the 16-digit control number provided on your proxy card (if applicable). This Proxy Statement summarizes the information regarding the matters to be voted upon at the Annual Meeting. You do not need to attend the Annual Meeting, however, to vote your shares. You may simply vote your shares by telephone or over the internet in accordance with the instructions contained on the proxy card. You may also complete, sign, date, and return the enclosed proxy card to the address in the instructions. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail. On April 8, 2024, the record date, there were 206,055,543 shares of MicroVision common stock outstanding. If you owned shares of our common stock at the close of business on the record date, you are entitled to one vote for each share of common stock you owned as of that date. We made this proxy statement available on or about April 29, 2024 to all shareholders entitled to vote their shares at the Annual Meeting. Q: How many votes do I have? A: You have one vote for each share of common stock that you owned on the record date. Your proxy card will indicate the number of shares. Q: How do I vote by proxy?

Business

Business Strategy Financial & accounting Technology & Innovation Public Board Service & Governance Transportation & Mobility Industries Mr. Biddiscombe serves as Chief Financial Officer of privately held Third Wave Automation, a provider of high-reach autonomous forklifts, since August 2022. He also served as Executive Partner at Thomas H. Lee Partners, a premier private equity firm investing in middle market growth companies, from May 2022 to October 2023. Mr. Biddiscombe was Chief Executive Officer and a board member at publicly traded MobileIron, Inc., a security software provider for the digital enterprise protecting corporate data across apps, networks, and clouds, from October 2017 until its sale to Ivanti, Inc. in December 2020. From May 2015 to October 2017, Mr. Biddiscombe served as MobileIron's Chief Financial Officer. From September 2014 to April 2015, he was Chief Financial Officer at ServiceSource International, Inc., a publicly traded global outsourced go-to-market services provider. He previously served in several executive leadership roles including Chief Financial Officer and Chief Executive Officer at QLogic, Chief Financial Officer at Mindspeed Technologies, and Chief Financial Officer at Wyle Electronics. He began his career at PricewaterhouseCoopers LLP where he spent nine years, including the firm's Silicon Valley technology accounting and audit practice. Mr. Biddiscombe holds a BA in business studies from the University of Glamorgan and is a Fellow of the Institute of Chartered Accountants in England and Wales. -3- Robert P. Carlile Chair of the Board & Lead Independent Director Director since 2017 Age 68 Board Committees: Compensation Nominating & Governance Key Expertise: Executive Leadership

Business

Business Strategy Financial & accounting Public Board Service & Governance Mr. Carlile became a director in March 2017 and was appointed as Chairman of the Board in June 2022. Mr. Carlile was a partner at KPMG LLP from 2002 to 2016, and a partner at Arthur Andersen LLP from 1987 to 2002. During his 39-year career in public accounting, Mr. Carlile served as the lead audit partner on numerous public company engagements operating across different industries including technology, retail, transportation, bio-science, and manufacturing. In addition to his experience as a lead audit partner, Mr. Carlile held a variety of operating leadership positions at KPMG and Arthur Andersen in the Pacific Northwest. Since 2019, Mr. Carlile has served on the Board of Directors of publicly traded Expeditors International where he is the Chairman of the Board. Mr. Carlile also serves on the Board of Directors of Virginia Mason Franciscan Health and is a past Chairman of the Northwest Chapter Board of the National Association of Corporate Directors (NACD). Jeffrey A. Herbst Independent Director Director since 2022 Age 59 Board Committees: Audit Strategic Key Expertise: Executive Leadership

Business

Business Strategy Financial & Accounting Technology & Innovation Public Board Service & Governance Mr. Herbst is Co-Founding Managing Partner of GFT Ventures, a venture capital firm focused on investing in early-stage technology companies primarily located in the U.S. and Israel. Prior to launching GFT Ventures in March 2021, Mr. Herbst served in various roles at NVIDIA Corporation from December 2001 to July 2021, most recently serving as Vice President of Business Development where he built an ecosystem of accelerated computing applications spanning the domains of AI, data science, autonomous machines, and graphics and visualization. Prior to that, he practiced as an attorney with Wilson Sonsini Goodrich & Rosati. Mr. Herbst holds a J.D. degree from Stanford University and a B.S. degree with honors in computer science from Brown University. -4- Peter Schabert Independent Director Nominee Mr. Schabert is currently a management consultant advising companies in the automotive supply industry. He previously served as President and Chief Executive Officer of Beijing Benz Automotive Co., Ltd, from August 2015 until his retirement in April 2017. Mr. Schabert spent 31 years at Daimler AG, serving in various leadership roles, including head of global powertrain production, and site manager of several Mercedes-Benz manufacturing sites serving in locations throughout Germany, China, and the U.S. Mr. Schabert holds a mechanical engineering degree from Technische Universitt Braunschweig. Nominated in April 2024 Age 69 Board Committees: None Key Expertise: Executive Leadership

Business

Business Strategy Transportation & Mobility Industries Jada Smith Independent Director Nominee Ms. Smith is Senior Vice President, Product Strategy & Delivery at Karma Automotive, a privately held ultra-luxury electric vehicle manufacturer, a role she has held since December 2023. Previously, Ms. Smith served in several roles at Aptiv PLC, a publicly traded global technology company serving the automotive industry. At Aptiv, Ms. Smith served as Senior Program Director, Ford, from February 2022 to November 2022, Global Engineering Director, Software Platform, from November 2020 to August 2022, Global Director of Program Management, Connection Systems, from June 2020 to November 2020, Director Program Management, NA Connection Systems, from September 2019 to June 2020, and Vice President Advanced Engineering from July 2017 to September 2019. Prior to Aptiv, Ms. Smith spent nearly 13 years in various engineering roles at Delphi Automotive PLC, a publicly traded high-technology company serving the automotive and transportation sectors. In 2017, Delphi completed the spin-off transaction that created Aptiv PLC. Since September 2019, Ms. Smith has served on the Board of Directors of the nonprofit Center for Automotive Research. Ms. Smith has a Master of Business Administration Degree from Indiana University Kokomo and a B.S. Degree in Electrical Engineering Technology from Purdue University. Nominated in April 2024 Age 46 Board Committees: None Key Expertise:

Business

Business Strategy Technology & Innovation Transportation & Mobility Industries Mark B. Spitzer Independent Director Dr. Spitzer is a Fellow of the American Physical Society and a Senior member of the Institute of Electrical and Electronic Engineers. Beginning in 2012, Dr. Spitzer served as the Director of Operations for Project Glass at Google X (now X Development LLC), moving to the virtual reality team at Google in 2015 and retiring from Google in 2017. Prior to Google, Dr. Spitzer founded The MicroOptical Corporation (eventually renamed Myvu Corporation) in 1996, where he served as Chief Executive Officer. In the early 1990s, Dr. Spitzer served as Principal Scientist at Kopin Corporation. In 2014, Dr. Spitzer received the Special Recognition Award from the Society for Information Display for contributions to the development of active-matrix liquid-crystal microdisplays, microdisplay viewing optics, and wearable computer technology. He has 70 patents in the fields of photovoltaics, micro-displays, micro-electromechanical systems (MEMS), optics, augmented reality and virtual reality. Dr. Spitzer received a B.A. with distinction in physics at Boston University and a Ph.D. in physics at Brown University. Director since 2020 Age 70 Board Committees: Nominating & Governance Strategic, Chair Key Expertise: Executive Leadership

Business

Business Strategy Technology & Innovation Sumit Sharma Chief Executive Officer & Director Director since 2020 Age 50 Key Expertise: Executive Leadership

Business

Business Strategy Technology & Innovation Transportation & Mobility Industries Mr. Sharma has served as Chief Executive Officer of MicroVision, Inc. since February 2020, and served as Chief Operating Officer from June 2018 to February 2020, after serving as Vice President of Product Engineering and Operations since February 2017 and Vice President and Senior Director of Operations since September 2015. Prior to MicroVision, from April 2015 to September 2015, he was a Product Development and Operations consultant at BlueMadison Consulting. From November 2013 to March 2015, he was the Senior Director, Advanced Manufacturing Operations and Technology Development at Jawbone. From March 2011 to October 2013, he was the Head of Manufacturing Operations for project GLASS at Google. Mr. Sharma has extensive experience in optics, wearable technology, product development and qualification for automotive industry. Mr. Sharma also has deep experience in global operations and developing strategic partnerships. A patent holder, Mr. Sharma received his baccalaureate degree in engineering from New Jersey Institute of Technology. -5- Brian V. Turner Independent Director Director since 2006 Age 64 Board Committees: Audit, Chair Strategic Key Expertise: Executive Leadership

Business

Business Strategy Financial & Accounting Public Board Service & Governance Mr. Turner serves as Chairman of the Board of Directors and Audit Committee of Iron Horse Acquisitions Corp., a blank check company that consummated its initial public offering in December 2023. Mr. Turner also actively serves on the board of directors of several privately held companies. His extensive executive experience includes serving as Chief Financial Officer of Coinstar Inc., a provider of automated retail solutions, from 2003 to 2009. Prior to that, from 2001 to 2003, he served as Senior Vice President of Operations, Chief Financial Officer and Treasurer of RealNetworks, Inc., a digital media and technology company, and from 1999 to 2001, he was with BSquare Corp., a software company, serving as President and earlier as Chief Financial Officer. From 1995 to 1999, Mr. Turner was Chief Financial Officer and Vice President of Administration of Radisys Corp., an embedded software company. Mr. Turner's experience also includes 13 years at PricewaterhouseCoopers LLP. Mr. Turner served on the board of directors of Cray Inc. until its sale to Hewlett Packard Enterprises in September 2019. Mr. Turner holds a Bachelor of Business Administration degree from the University of Washington. -6- BOARD OF DIRECTORS & GOVERNANCE MATTERS We seek individuals to serve as directors with established strong professional reputations, sophistication and experience in strategic planning, leadership, business management, innovation and in substantive areas that affect our business such as: technology development; sourcing, manufacturing and operations; financing; finance and accounting; business operations; intellectual property strategy and licensing; legal and regulatory; and sales and marketing. We believe that each of our current directors possesses the professional and personal qualifications necessary for Board service. We are committed to actively refreshing our Board and each committee to