DEF 14A 1 def14a0323_ceptoninc.htm PROXY STATEMENT

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

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under §240.14a-12

Cepton, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS

Thursday, May 18, 2023
9:00 a.m. Pacific Time

How to Participate:		Our annual meeting will be a completely virtual meeting of stockholders. To participate, vote or submit questions during the annual meeting via live webcast, please visit: https://www.cstproxy.com/cepton/am2023. You will not be able to attend the annual meeting in person.
Items of Business:		(1) Elect the three Class A directors named in the accompanying Proxy Statement to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified;
		(2) Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and
		(3) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
Who May Vote:		Stockholders of record at the close of business on March 20, 2023.
stockholder list:		A complete list of stockholders of record of our common stock entitled to vote at the annual meeting will be maintained in our principal executive offices at 399 West Trimble Road, San Jose, California 95131 for ten days prior to the annual meeting.

Your vote is important to us. Whether or not you expect to attend the annual meeting via live webcast, please submit a proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

		By Order of the Board of Directors,
		Dr. Jun Pei
		President and Chief Executive Officer April 6, 2023

TABLE OF CONTENTS

		Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Important Notice Regarding Proxy Materials		1
Meeting Information		2
Proposal 1 — Election of Directors		3
Corporate Governance		7
Director Compensation		15
Executive Officers of the Company		17
Executive Compensation		18
Summary Compensation Table — Fiscal Years 2021-2022		18
Outstanding Equity Awards as of December 31, 2022		19
2022 Equity Grants		20
Non-Equity Incentive Plan Compensation		20
Executive Employment and Severance Agreements		20
Defined Contribution Plans		21
Compensation Committee Interlocks and Insider Participation		22
Security Ownership of Certain Beneficial Owners and Management		22
Equity Incentive Plan Information		24
Report of Audit Committee		25
Proposal 2 — Ratification of Independent Registered Public Accounting Firm		26
Transactions with Related Persons		27
Delinquent Section 16(a) Reports		30
Proposals of Stockholders and Director Nominations for 2024 Annual Meeting		31
Other Matters		32
Annual Report to Stockholders		32
Questions and Answers About the Proxy Materials and Annual Meeting		33

399 West Trimble Road
San Jose, California 95131

PROXY STATEMENT

Annual Meeting of Stockholders
To Be Held May 18, 2023

Our Board of Directors is soliciting your proxy for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 18, 2023 at 9:00 a.m. Pacific Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. This Proxy Statement and proxy materials are first being made available to stockholders on or about April 6, 2023.

We will be hosting the Annual Meeting via live webcast on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at https://www.cstproxy.com/cepton/am2023. Stockholders may vote and ask questions while connected to the Annual Meeting on the Internet.

You will not be able to attend the Annual Meeting in person.

Unless the context otherwise requires, references in this Proxy Statement to “Company,” “we,” “our,” “us,” and similar terms refer to Cepton, Inc., a Delaware corporation.

IMPORTANT NOTICE REGARDING PROXY MATERIALS

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials by sending you this full set of proxy materials, including a proxy card. Accordingly, the Proxy Statement and accompanying proxy card will first be mailed to our stockholders on or about April 6, 2023. Our proxy materials are also available to our stockholders free of charge at https://investors.cepton.com.

CEPTON, INC.

2023 PROXY STATEMENT

MEETING INFORMATION

Annual Meeting of Stockholders

TIME AND DATE

PLACE

RECORD DATE

9:00 a.m. Pacific Time
on Thursday, May 18, 2023

The Annual Meeting will be hosted
via live webcast on the Internet at
https://www.cstproxy.com/cepton/am2023.

March 20, 2023

Voting

Stockholders as of the close of business on the record date are entitled to vote.

Vote by Internet at
www.cstproxyvote.com

Vote during the meeting via the Internet at https://www.cstproxy.com/cepton/am2023.

Voting Matters

2023 PROXY STATEMENT

CEPTON, INC.

PROPOSAL 1 — ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE
DIRECTOR NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS
WILL VOTE THE PROXIES RECEIVED BY THEM “FOR ALL” THE DIRECTOR
NOMINEES.

Our Board of Directors (the “Board”) is currently comprised of seven directors. Under our amended and restated certificate of incorporation (the “Certificate of Incorporation”), our Board is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholders as follows:

● the Class A directors are Dr. Jun Ye, Dr. Mei (May) Wang and Mr. Hideharu (Harry) Konagaya, and their terms will expire at the Annual Meeting;

● the Class B directors are Mr. George Syllantavos and Mr. Xiaogang (Jason) Zhang, and their terms will expire at the 2024 annual meeting of stockholders; and

● the Class C directors are Dr. Jun Pei and Mr. Takayuki Katsuda, and their terms will expire at the 2025 annual meeting of stockholders.

Upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated each of Dr. Jun Ye and Dr. Mei (May) Wang for election to our Board as Class A directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. Mr. Hideharu (Harry) Konagaya was nominated for election to our Board as a Class A director to serve until the 2026 annual meeting of stockholders by Koito Manufacturing Co., Ltd. (“Koito”), an affiliate of the Company, pursuant to the contractual rights granted to Koito pursuant to that certain Investor Rights Agreement, dated as of January 19, 2023, entered into by and between the Company and Koito. See “Transactions with Related Persons — Certain Relations and Related Party Transactions” below for more information.

Proxies may only be voted for the three Class A directors nominated for election at the Annual Meeting.

Each of Dr. Jun Ye, Dr. Mei (May) Wang and Mr. Hideharu (Harry) Konagaya are standing for election to our Board for the first time since we became a publicly traded company.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board (or, with respect to Mr. Hideharu (Harry) Konagaya, by Koito), or the Board may reduce the number of directors on the Board.

Biographical Descriptions

Set forth below is biographical information about each of our director nominees and continuing directors. The information below is provided as of April 6, 2023. The primary experience, qualifications, attributes, and skills of each of our director nominees that led to the conclusion of the Nominating and Corporate Governance Committee and the Board that such nominee should serve as a member of the Board are also described below.

CEPTON, INC.

2023 PROXY STATEMENT

Nominees for Election as Class A Directors at the Annual Meeting

dR. jUN yE
Class A Age: 56 Director Since: 2022		POSITION AND BUSINESS EXPERIENCE
		Dr. Ye has served as a member of our Board since February 2022. Dr. Ye has also served as the President and CEO of Sentieon, Inc., a bioinformatics software development company, since co-founding it in July 2014. Dr. Ye previously served as the Co-founder, President and CEO of Founton Technologies, Inc., a company that specialized in datamining, which is now part of Alibaba Group, from May 2011 to June 2014. Prior to Founton, Dr. Ye was the Co-founder, President, and CTO of Brion Technologies, Inc., a company specializing in computational lithography for semiconductor manufacturing (acquired by ASML in December 2006), from September 2002 to April 2011. Dr. Ye was a consulting professor of electrical engineering at Stanford University from October 2001 to August 2015. Dr. Ye has a Ph.D. in electrical engineering from Stanford University, a M.S. in physics from Iowa State University and a B.S. in electrical engineering from Fudan University.
		KEY ATTRIBUTES
		Dr. Ye is qualified to serve on our Board based on his significant experience leading as an executive at technology-driven companies.

Dr. MEI (May) WANg
Class A Age: 53 Director Since: 2022		POSITION AND BUSINESS EXPERIENCE
		Dr. Wang has served as a member of our Board since February 2022. Dr. Wang has also served as the Chief Technology Officer, Internet of Things, of Palo Alto Networks, Inc. (Nasdaq:PANW) a multinational cybersecurity company, since September 2019, and as a Venture Partner at SAIF Partners, an Asian private equity firm, since November 2013. Previously, she served as the Chief Technology Officer and a board member of Zingbox Inc., an internet of things cybersecurity company (acquired by Palo Alto Networks in September 2019), until September 2019 after co-founding the company in November 2014. Prior to that, she served as the President and Chairman of the Board of the North America Chinese Clean-tech & Semiconductor Association from June 2007 to May 2010. Dr. Wang received her Ph.D. in Electrical Engineering from Stanford University.
		KEY ATTRIBUTES
		We believe that Dr. Wang is qualified to serve on our Board based on her extensive board, executive and investment experience at technology-driven companies.

Mr. Hideharu (Harry) Konagaya
Class A Age: 59 Director Since: 2023		POSITION AND BUSINESS EXPERIENCE
Class A Age: 59 Director Since: 2023		Mr. Konagaya has served as a member of our Board since January 2023. Since 2017, Mr. Konagaya also serves as the Senior Managing Director, Head of the Finance & Accounting Department, and Head of the Procurement Department of Koito Manufacturing Co., Ltd., which is a leading Japanese manufacturer of automotive lighting equipment, aircraft parts, electrical equipment, and other products, operating on a global basis, and listed on the Tokyo Stock Exchange. Mr. Konagaya has a degree in Industrial Management from the Faculty of Science and Engineering, Waseda University, in Japan.
		KEY ATTRIBUTES
		Mr. Konagaya is qualified to serve on our Board based on his significant experience in the automotive industry, with LiDAR technology and other automotive equipment.

2023 PROXY STATEMENT

CEPTON, INC.

Continuing Directors

Dr. Jun pei
Class C Age: 54 Director Since: 2022		POSITION AND BUSINESS EXPERIENCE
		Dr. Pei has served as our President, Chief Executive Officer and Chairman of the Board since February 2022. Prior to the merger of our legal predecessor, Growth Capital Acquisition Company (“GCAC”) into Cepton Technologies, Inc. (“Legacy Cepton”) in February 2022 (the “Business Combination”), Dr. Pei served as the CEO of Legacy Cepton since co-founding the company in 2016 until February 2022. Before that, Dr. Pei served as the CEO and founder of AEP Technology, Inc., an optical instrumentation company, from November 2010 to July 2017 and as a general manager of acoustic and lidar engineering at Velodyne Lidar, Inc., a lidar technology company, from May 2007 to November 2010. Dr. Pei received his Ph.D. in Electrical Engineering from Stanford University.
		KEY ATTRIBUTES
		We believe that Dr. Pei is qualified to serve on our Board based on his substantial business, leadership and management experience as our CEO and previous experience at instrumentation and lidar companies.

Mr. George Syllantavos
Class B Age: 58 Director Since: 2019		POSITION AND BUSINESS EXPERIENCE
		Mr. Syllantavos has served as a member of our Board since February 2022. Prior to the Business Combination, Mr. Syllantavos served as a member of the board of directors of GCAC since December 2019. As a director of GCAC, Mr. Syllantavos was designated to serve as the co-CEO and CFO of GCAC from December 2019 until the closing of the Business Combination in order to facilitate an acquisition. Previously, Mr. Syllantavos served as a board member and the Chair of the audit committee of ITHAX Acquisition Corp. N/K/A Mondee, Inc. (Nasdaq:MOND) from January 2021 to July 2022, as a board member of Phunware Inc. (Nasdaq:PHUN) from December 2018 to December 2021 and as co-CEO and CFO of Stellar Acquisition III Corp. N/K/A Phunware Inc. from December 2015 to December 2018. Mr. Syllantavos also co-founded Nautilus Energy Management Corp. and has served as a managing director since May 2011, and has served as partner of SevenSeas Investment Fund since 2018. Mr. Syllantavos holds a degree in industrial engineering from Roosevelt University and a M.B.A. from Northwestern University, Kellogg School of Management.
		KEY ATTRIBUTES
		We believe that Mr. Syllantavos is qualified to serve on our Board based on his significant business leadership and business operational experience serving as the CEO and CFO of several public companies.

CEPTON, INC.

2023 PROXY STATEMENT

Mr. Xiaogang (Jason) Zhang
Class B Age: 57 Director Since: 2022		POSITION AND BUSINESS EXPERIENCE
		Mr. Zhang has served as a member of our Board since February 2022. Mr. Zhang has also served as the managing partner of CFT Capital, a leading high tech industry investment fund management firm in China, since January 2018. During 2017, Mr. Zhang served as a consultant, advisor and/or board member to certain companies. Mr. Zhang previously served as the Managing Director, Asia Pacific of Delphi Automotive Inc. from August 2015 to December 2016, senior executive positions at Freescale Semiconductor Inc, NXP Semiconductors Co. Ltd., Philips China Investment Co. Ltd. In China. He was the CFO at T3G Technologies Inc. from 2004 to 2005, as assigned by Philips. Mr. Zhang has an M.B.A. from Insead, an M.S. in engineering from Stanford University and a B.S. in Engineering from Tsinghua University.
		KEY ATTRIBUTES
		We believe Mr. Zhang is qualified to serve on our Board based on his significant investment and business development experience in innovative technologies in the automotive, industrial, networking and consumer markets.

Mr. Takayuki Katsuda
Class C Age: 60 Director Since: 2022		POSITION AND BUSINESS EXPERIENCE
		Mr. Katsuda has served as a member of our Board since February 2022. Mr. Katsuda has served as the Managing Corporate Officer of Koito since June 2016 and as a member of the Legacy Cepton board since June 2019. Prior to Koito, Mr. Katsuda served as the Chief Engineer, Product Planning at Lexus International from January 2007 to March 2016. Mr. Katsuda holds a degree in Aeronautical Engineering from Kyushu University.
		KEY ATTRIBUTES
		We believe that Mr. Katsuda is qualified to serve on our Board based on his broad leadership experience in the automotive engineering industry.

2023 PROXY STATEMENT

CEPTON, INC.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board’s current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, responsibilities of directors, director compensation, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under “Corporate Governance” on our website at https://investors.cepton.com/.

Director Independence

Under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board. Under the Nasdaq rules, a director will only qualify as an “independent director” if our Board affirmatively determines that the director, in the opinion of our Board, does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board reviewed its composition and the independence of our directors and considered whether any director has a relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. In addition, the Nominating and Corporate Governance Committee of our Board annually evaluates and recommends to the Board a determination with respect to the independence of each our non-employee directors under the Nasdaq listing standards. As a part of the Nominating and Corporate Governance Committee’s evaluation process, and as part of the independence determinations by the Nominating and Corporate Governance Committee and the Board, the Nominating and Corporate Governance Committee and the Board, as applicable, each consider, in addition to such other factors as they may deem appropriate, each director’s occupation, personal and affiliate transactions with the Company, and other relevant direct and indirect relationships with the Company that may affect independence. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of Dr. Jun Ye, Mr. Xiaogang (Jason) Zhang, Mr. George Syllantavos and Dr. Mei (May) Wang qualify as independent directors, as defined under the listing rules of Nasdaq, and our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining independence. Dr. Jun Pei is not an independent director as a result of his position as our President and Chief Executive Officer, and Mr. Takayuki Katsuda and Mr. Hideharu (Harry) Konagaya are not independent directors as a result of their affiliation with Koito.

Board Leadership Structure

We have no policy requiring either that the positions of the Chairman of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at a given point in time. Dr. Jun Pei currently serves as our Chief Executive Officer and Chairman of the Board. In connection with Dr. Jun Pei’s appointment as Chairman of our Board, the Board also created the position of Lead Independent Director and appointed Dr. Jun Ye to serve in that role.

CEPTON, INC.

2023 PROXY STATEMENT

As our Lead Independent Director, Dr. Jun Ye: (i) presides at executive sessions of independent directors; (ii) calls and develops agendas for meetings of our independent directors; (iii) serves as liaison between the independent directors and the Chairman of the Board and Chief Executive Officer; (iv) reviews meeting agendas and, where appropriate, other information provided to the Board, ensuring the quality, quantity, appropriateness and timeliness of such information; (v) facilitates the Board’s approval of the number and frequency of Board meetings; (vi) reviews meeting schedules to assure that there is sufficient time for discussion of all agenda items and (vii) ensures that he is available, when appropriate, for consultation and direct communication with stockholders.

The Board’s Role in Risk Oversight

Our Board, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers as required.

Our Board has delegated oversight for specific areas of risk exposure to its committees as follows:

● The Audit Committee oversees the management of a variety of the Company’s risks, including through review and discussion of the Company’s guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, and reviews of any significant financial risk exposures facing the Company and management’s plans to monitor, control, or minimize such exposures. The Audit Committee is also responsible for primary risk oversight related to our financial reporting, accounting, and internal controls, oversees risks related to our compliance with legal and regulatory requirements, and meets regularly with our internal auditors and independent registered public accounting firm.

● The Compensation Committee oversees, among other things, the assessment and management of risks related to our compensation plans, policies and practices.

● The Nominating and Corporate Governance Committee oversees, among other things, the impact of our Board’s leadership structure on the Board’s role in risk oversight.

The Compensation Committee identifies and considers risks related to our executive compensation, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees for the achievement of the Company’s corporate strategies, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Annual incentive bonuses are balanced with long-term equity incentives that are subject to vesting schedules.

Our Board believes that the leadership structure described above under “Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and working through its independent committees, to participate actively in the oversight of management’s actions.

2023 PROXY STATEMENT

CEPTON, INC.

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The written charters of these committees are available under “Corporate Governance” on our website at https://investors.cepton.com/.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Dr. Jun Pei
Takayuki Katsuda
Hideharu (Harry) Konagaya
George Syllantavos
Dr. Mei (May) Wang
Dr. Jun Ye
Xiaogang (Jason) Zhang

= Chairman of the Board = Independent Director = Member = Financial Expert

CEPTON, INC.

2023 PROXY STATEMENT

Audit Committee

Our Board determined that each of Mr. George Syllantavos, Dr. Mei (May) Wang and Mr. Xiaogang (Jason) Zhang, who comprise our Audit Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. Additionally, our Board has determined that each of Mr. George Syllantavos and Mr. Xiaogang (Jason) Zhang is an “audit committee financial expert” as defined by applicable SEC rules.

Committee Members

Primary Responsibilities

Number of
Meetings in
2022

George Syllantavos (Chair) Dr. Mei (May) Wang Xiaogang (Jason) Zhang

• Appointing, compensating, retaining and overseeing the work of our independent auditors.

• Evaluating the performance, independence and qualifications of our independent auditors.

• Monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters.

• Reviewing the integrity, adequacy and effectiveness of our internal control policies and procedures.

• Preparing the audit committee report required by the SEC to be included in our annual proxy statement.

• Discussing the scope and results of the audit with our independent auditors, and reviewing with management and our independent auditors our interim and year-end operating results.

• Establishing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters.

• Reviewing our guidelines and policies on risk assessment and risk management.

• Reviewing and approving related party transactions.

• Obtaining and reviewing a report by our independent auditors at least annually, that describes our independent auditors internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues when required by applicable law.

• Approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by our independent auditors.

The Audit Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Audit Committee has no current intention to delegate any of its responsibilities to a subcommittee.

2023 PROXY STATEMENT

CEPTON, INC.

Compensation Committee

Our Board determined that each of Dr. Jun Ye, Mr. George Syllantavos and Dr. Mei (May) Wang, who comprise our Compensation Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. In making its independence determination for each member of the Compensation Committee, our Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.

Committee Members

Primary Responsibilities

Number of
Meetings in
2022

Dr. Jun Ye (Chair) George Syllantavos Dr. Mei (May) Wang

• Retaining compensation consultants and outside service providers and advisors.

• Reviewing and approving, or recommending that our Board approve, the compensation of our executive officers, including annual base salary, long- and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans and other benefits.

• Reviewing and recommending to our Board the compensation of our non-employee directors.

• Administering and determining any award grants under our equity and non-equity incentive plans.

• Reviewing and evaluating succession plans for our executive officers.

• Preparing the compensation committee report required by the SEC to be included in our annual proxy statement.

• Periodically reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives.

The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Compensation Committee has delegated certain limited authority to grant equity incentive awards under the 2022 Equity Incentive Plan to the Stock Award Committee, which consists of our Chairman and Chief Executive Officer, Dr. Jun Pei. The Compensation Committee has not otherwise delegated any of its responsibilities to subcommittees. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer.

Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, legal counsel or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities.

CEPTON, INC.

2023 PROXY STATEMENT

Nominating and Corporate Governance Committee

Our Board determined that each of Dr. Jun Ye, Mr. George Syllantavos, and Mr. Xiaogang (Jason) Zhang, who comprise our Nominating and Corporate Governance Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. In making its independence determination for each member of the Compensation Committee, our Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a Nominating and Corporate Governance Committee member.

Committee Members

Primary Responsibilities

Number of
Meetings in
2022

Dr. Jun Ye (Chair) George Syllantavos Xiaogang (Jason) Zhang

• Identifying, evaluating and recommending individuals qualified to become members of our Board and its committees.

• Evaluating the performance of our Board and of individual directors.

• Reviewing the Company’s environmental and social responsibility policies and practices.

• Developing and recommending corporate governance guidelines to our Board.

• Overseeing an annual evaluation of our Board and management.

The Nominating and Corporate Governance Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Nominating and Corporate Governance Committee has no current intention to delegate any of its responsibilities to a subcommittee. In 2022, the Nominating and Corporate Governance Committee did not retain a third-party search firm to assist in the process of identifying and evaluating potential director candidates.

Meetings and Attendance

During fiscal 2022, our Board held 6 meetings, the Audit Committee held 5 meetings, the Compensation Committee held 2 meetings, and the Nominating and Corporate Governance Committee held 0 meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal 2022. In addition, independent directors of our Board meet in regularly scheduled sessions without management.

It is our policy that directors are invited and encouraged to attend each year’s annual meeting of stockholders, either in person, telephonically or virtually.

Succession Planning

Our Board recognizes that advance planning for contingencies such as the departure, death or disability of the Chief Executive Officer or other top executives is critical so that, in the event of an untimely vacancy, the Company has in place a succession plan to facilitate the transition to both interim and longer-term leadership. The Compensation Committee is developing the Company’s executive succession plan, including our emergency succession plan, with input from appropriate members of management.

2023 PROXY STATEMENT

CEPTON, INC.

Consideration of Director Candidates

Our Board and the Nominating and Corporate Governance Committee will consider director candidates recommended for election to the Board by stockholders in the same manner and using the same criteria as that used for any other director candidate. The Nominating and Corporate Governance Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Nominating and Corporate Governance Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, willingness to devote adequate time to Board duties, technical skills, diversity and other background, experience and qualities as determined by the Nominating and Corporate Governance Committee. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee and the Board should submit their recommendation in writing to the chairperson of the Nominating and Corporate Governance Committee, care of the Corporate Secretary of the Company, no later than December 8, 2023. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to our Bylaws. The Nominating and Corporate Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board. As discussed under “Transactions with Related Persons — Certain Relations and Related Party Transactions” below, Koito has certain rights regarding director nominees under the Investor Rights Agreement (as defined below).

While our Board has no formal policy for the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee seeks to have a board of directors that will reflect a balance of experience, qualifications, diversity, attributes and skills desirable for the Board as a whole.

Age		Tenure
Average Board Age: 57 years		Average Board Tenure: 1 year

4/7 Independent	86% Women and Minority		86% Other Public Company Experience

Board Diversity Matrix (as of April 6, 2023)

Total Number of Directors	7
	Female	Male
Part I: Gender Identity
Directors	1	6
Part II: Demographic Background
African American or Black	0	0
Alaskan Native or American Indian	0	0
Asian	1	5
Hispanic or Latinx	0	0
Native Hawaiian or Pacific Islander	0	0
White	0	1
Two or More Races or Ethnicities	0	0
LGBTQ+	0	0
Did Not Disclose Demographic Background	0	0

No director self-reported as non-binary or did not disclose gender identity.

CEPTON, INC.

2023 PROXY STATEMENT

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to our Corporate Secretary in the manner described in our Bylaws, and as described further under “Proposals of Stockholders and Director Nominations for 2023 Annual Meeting” below.

Communications with the Board

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board, the independent directors, or the Chairman of the Board by submitting a communication in an envelope marked “Confidential” addressed to the “Board of Directors,” “Independent Members of the Board of Directors,” or “Chairman,” as applicable, at: 399 West Trimble Road, San Jose, California 95131.

Policy on Pledging and Hedging of Company Shares

As part of our Insider Trading Policy adopted by our Board and applicable to our directors, officers and employees, certain contractors, consultants or other persons designated as insiders, their immediate family members and other persons sharing the same household, any corporations, partnership or other entities that such person controls or manages and any trust for which such person is the trustee or has a beneficial pecuniary interest (collectively, “Insiders”), Insiders are not permitted to trade in Company securities while in possession of material nonpublic information about the Company, engage in short sales of Company securities, engage in transactions in put options, call options or other derivative securities, on an exchange or in any other organized market in connection with Company securities, pledge Company securities as collateral for a loan or margin Company securities in a margin account or purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities.

Code of Ethics and Code of Business Conduct and Ethics

We have adopted a written code of conduct and ethics that applies to each of our employees, officers and directors. A current copy of the code is posted under “Corporate Governance” on our website at https://investors.cepton.com/. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at https://investors.cepton.com/.

2023 PROXY STATEMENT

CEPTON, INC.

DIRECTOR COMPENSATION

Non-Employee Director Compensation

Under our Director Compensation Policy, which was adopted on June 30, 2022, annual compensation for the members of our Board who are not employed by us or any of our subsidiaries (referred to in this section as “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below, and equity awards as described below. Members of the Board are also reimbursed for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of the Board and Board committees or in connection with Board-related business, in each case consistent with our expense reimbursement policy. Our Board reserves the right to modify the Director Compensation Policy from time to time.

Annual Cash Retainers

Our Director Compensation Policy provides annual cash retainers for our non-employee directors as follows:

		Annual Retainer		$40,000
		Additional Committee Chair Retainers:
		Audit Committee Chair		$15,000
		Compensation Committee Chair		$10,000
		Nominating and Corporate Governance Committee Chair		$8,000
		Additional Committee Retainers:
		Audit Committee		$10,000
		Compensation Committee		$8,000
		Nominating and Corporate Governance Committee		$5,000

These retainers are paid on a quarterly basis, in arrears, and are pro-rated if the director serves for a portion of a quarter in the applicable position.

Equity Compensation

Our Director Compensation Policy provides that on the date of our annual meeting of stockholders (or, for 2022, a date determined by our Board), each non-employee director continuing in office after that date will be granted an award of restricted stock units (“RSUs”) under our equity incentive plan, with the number of RSUs covered by the award to be determined by dividing $120,000 by the closing price of our stock on the grant date (or the preceding trading day if the grant date is not a trading day), rounded to the nearest whole share. The award will be scheduled to vest on the day immediately preceding our next annual meeting of shareholders (or, if earlier, the first anniversary of the grant date), subject to the non-employee director’s continued service on the Board.

In addition, if a new non-employee director is appointed or elected to the Board (other than at an annual meeting in connection with which the non-employee director receives an annual equity award as described above), the non-employee director will receive a pro-rated RSU award under our equity incentive plan upon joining the Board, with the number of RSUs covered by the award to be determined by dividing (i) the product of $120,000 multiplied by a fraction (not greater than one and not less than zero), the numerator of which is 365 minus the number of calendar days that had elapsed as of the date the director’s appointment or election to the Board since the date of the last annual meeting and the denominator of which is 365 by (ii) the closing price of our stock on the grant date (or the preceding trading day if the grant date is not a trading day), rounded to the nearest whole share. This initial RSU award will be scheduled to vest on the same vesting date as the equity awards granted to non-employee directors in connection with our last annual meeting of shareholders.

CEPTON, INC.

2023 PROXY STATEMENT

RSU awards granted to our non-employee directors that are then outstanding will generally vest in full upon a change in control of the Company. The Board may approve other grants of equity-based awards to non-employee directors from time to time on such terms as it determines appropriate.

Pursuant to the Director Compensation Policy, we granted each of Dr. Mei (May) Wang, Mr. Xiaogang (Jason) Zhang and Mr. George Syllantavos an award of 76,923 RSUs on June 30, 2022, with each such award to vest on the date of our 2023 annual meeting of stockholders (or, if earlier, June 30, 2023).

Director Compensation Table — Fiscal 2022

The following table sets forth the total compensation paid to our non-employee directors for their service on our Board during fiscal 2022. Dr. Jun Pei, who is employed by us, does not receive any compensation for his service on the Board.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Dr. Winston Fu(3)	60,000	223,500	—	—	283,500
Takayuki Katsuda(4)	—	—	—	—	—
George Syllantavos	51,000	120,000	—	—	171,000
Dr. Mei (May) Wang	43,500	120,000	—	—	163,500
Dr. Jun Ye(5)	—	—	—	—	—
Xiaogang (Jason) Zhang	36,667	120,000	—	—	156,667

(1) Represents the aggregate grant date fair value of the stock awards and option awards granted to the non-employee director in 2022. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of equity incentive awards contained in Note 12, Stock-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2022, filed with the SEC on March 20, 2023. The amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the non-employee director pursuant to the awards.

(2) The aggregate number of outstanding and unvested RSUs and outstanding and unexercised stock options held by each non-employee director as of December 31, 2022 are set forth below. No non-employee director held any other outstanding equity awards as of that date.

Director	Number of Outstanding Stock Awards as of 12/31/22	Number of Outstanding Stock Options as of 12/31/22
Dr. Winston Fu	—	—
Takayuki Kat

BOARD RECOMMENDATION

Election of Directors

FOR ALL
director nominees

Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2023.

SEC Form DEF 14A filed by Cepton Inc.