Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 17, 2022 (the "Appointment Date"), the Board of Directors (the "Board") of AEye, Inc. (the "Company") appointed Sue Zeifman, effective immediately, as a Class I director, which term will expire at the 2022 annual meeting of stockholders. In conjunction with this appointment, the Board approved an increase in the size of the Board from seven to eight members, effective as of the Appointment Date.

Ms. Zeifman has been appointed to serve as a member of the newly established Marketing Committee of the Board.

Ms. Zeifman has no family relationships with any of the Company's directors or executive officers and she is not a party to any transactions of the type listed in Item 404(a) of Regulation S-K.

As a director of the Company, Ms. Zeifman will receive cash compensation at the rate of $50,000 per year paid in quarterly installments. In addition, Ms. Zeifman was awarded a one-time new director grant of restricted stock units ("RSUs"), as of the Appointment Date, having a market value of $350,000 with the number of RSUs being calculated using the average of the closing prices of the Company's common stock as reported on the NASDAQ exchange over the five trading days preceding the Appointment Date and vesting over a three-year period. As a member of the Marketing Committee, Ms. Zeifman will receive compensation at the rate of $25,000 and 2,500 RSUs per calendar quarter.

The Company will enter into its standard form of indemnification agreement with Ms. Zeifman, consistent with the form of indemnification agreement the Company has executed with each of the Company's directors.

Item 7.01 Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release (the "Press Release") announcing that the Company had appointed Ms. Zeifman to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.






(d)      Exhibits.



      Exhibit Number     Description

        99.1               Press release dated January 18, 2022

      104                Cover Page Interactive Data File (formatted as Inline
                         XBRL and contained in Exhibit 101).

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