Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Restructuring of Management Compensation

On May 13, 2026, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of AEye, Inc. (the "Company"), as part of its ongoing review of the Company's executive compensation and retention programs, approved changes and made recommendations regarding certain aspects of the compensation of our named executive officers.

Adoption of Amended and Restated Change in Control Severance Agreement

On May 14, 2026, the Board, on the recommendation of the Committee, ratified the adoption of a form of an Amended and Restated Change in Control Severance Agreement (the "Amended Severance Agreement") to be entered into with eligible participants and authorized the Company to enter into the Amended Severance Agreement with Matthew Fisch, the Company's Chief Executive Officer, which will provide, in the case of a Unilateral Termination, as defined below, Mr. Fisch with a severance payment equal to his base salary for 12 months and payment of group health insurance coverage for an equal period of time.

The Amended Severance Agreement did not materially modify any of the severance payments and benefits associated with a "change in control" (as defined in the Amended Severance Agreement), however, the Amended Severance Agreement now provides for severance payments and benefits in the event that the participant: (i) voluntarily resigns for "good reason" (as defined in the Amended Severance Agreement) or (ii) is involuntary terminated by the Company without "cause" (as defined in the Amended Severance Agreement), and such separation from service does not occur in connection with, or within a specified period of time following, a "change in control" (each, a "Unilateral Termination").

Upon a Unilateral Termination, and subject to his or her satisfaction of the conditions to severance described below, an eligible participant, including our named executive officers, would be entitled to receive: (i) a severance payment equal to a percentage of such participant's base salary; and (ii) payment of group health insurance coverage for an equal period of time following the Unilateral Termination.

As a condition to any participant's receipt of severance benefits under the Amended Severance Agreement, the participant must sign a general waiver and release of claims, the form of which is attached as an exhibit to the Amended Severance Agreement, confirm his or her obligations under the Company's standard form of proprietary information agreement, and allow the recission period to expire and the waiver and release of claims to become effective.

The foregoing description of the Amended Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Change in Control Severance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Changes to Base Salary and Bonus Target

On May 13, 2026, the Committee approved an increase in the annual base salary of Conor B. Tierney, the Company's Chief Financial Officer, from $361,000 to $385,000, effective as of May 1, 2026, and increased Mr. Tierney's annual bonus target from 65% of his annual base salary to 70% of his annual base salary.

On May 14, 2026, the Board, on the recommendation of the Committee, approved an increase in the annual base salary of Mr. Fisch from $500,000 to $562,000, effective as of May 1, 2026.

As a result of a restructuring of our named executive officers, after these increases are effective, the overall spend for base compensation for our named executive officers will decrease by 24% on go-forward basis.