Cyngn director Karen Macleod will leave the board after the company’s November 3, 2026 annual meeting, where she will not stand for re-election. Her departure will leave the audit committee with two members, below Nasdaq’s minimum of three, and trigger a period in which Cyngn must restore compliance.
Macleod said her decision was not related to any disagreement with Cyngn over its operations, policies or practices. The board plans to fill the vacancy.
Key details
- Macleod currently chairs the audit committee and also serves on the compensation and nominating and corporate governance committees. She will continue in those roles until the polls close at the annual meeting.
- When she leaves, the audit committee will have two members. Cyngn has notified Nasdaq that it will not meet the listing requirement for at least three audit committee members, including at least one financially sophisticated member.
- Cyngn expects to have until the earlier of its next annual meeting or November 3, 2027, to regain compliance. It intends to do so by appointing a qualified independent director to both the board and the audit committee.
- The board has said it intends to fill the resulting vacancy.
What changes
The immediate change is to board and audit committee composition, not the company’s stated operating plans. Cyngn will have a Nasdaq compliance deadline to address the committee’s reduced membership after Macleod’s departure.