DEF 14A of Velo3D, Inc., Apr 30, 2025

DEF 14A of Velo3D, Inc.

Filed Apr 30, 2025 · FY20240000950170-25-060611

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of five directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2026 and 2027, respectively. At the recommendation of our nominating and governance committee, our Board proposes that each of the two Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Mr. Lloyd was appointed to the Board on April 24, 2025. He was recommended for appointment to the Board by Arun Jeldi. Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

  2. Nominees to Our Board of Directors

    Nominees to Our Board of Directors The nominees and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  3. Nominees to Our Board of Directors

    | Name of Director/Nominee | Age | Occupation | Director Since | | Adrian Keppler(1) | 60 | Chief Executive Officer of AM Scalation | July 2023 | | Jason Lloyd(2) | 57 | Vice President of Maritime Engineering and Design of TotalTek | April 2025 |

  4. Nominees to Our Board of Directors

    (1) Member of the audit committee, compensation committee, and nominating and governance committee (2) Member of the audit committee and nomination and governance committee Jason Lloyd is the vice president of Maritime Engineering and Design of TotalTek since assuming the position in August 2024. He previously served as the chief engineer at Naval Sea Systems Command from May 2020 to June 2024. Prior to this tour, Lloyd held multiple positions at Newport News Shipbuilding, including commanding officer of supervisor of shipbuilding from 2017-2020 and as the first reactor officer on USS Gerald R. Ford from 2013 to 2016. Rear Admiral (ret) Lloyd holds a Master of Science in Mechanical Engineering from the Naval Postgraduate School and a Bachelor of Science degree in Mechanical Engineering from Florida State University. We believe Mr. Lloyd is qualified to serve on our Board due to his experience in maritime engineering and design and as a proven leader in the United States Navy. Kenneth Thieneman is the founder and chief executive officer of Thieneman Construction, Inc., a self-performing environmental general contractor specializing in water and wastewater treatment projects, from April 1999 to present. He held multiple positions at Bowen Engineering, a nationwide industrial water and CCR construction expert, including serving as the vice president from 1997 to 1999. Mr. Thieneman also is the co-inventor of Algaewheel, the world’s most commercially advanced algal wastewater treatment technology with patents in twenty countries, and he serves as the vice president operations since 2005. Prior to this, he established Thieneman Homes in 2000 and Thieneman Properties, LLC in 2007. Mr. Thieneman holds a Bachelor of Science degree in engineering and management from Purdue University. We believe Mr. Thieneman is qualified to serve on our Board due to his significant experience in the continued growth and success of companies and management.

  5. Continuing Directors

    Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  6. Continuing Directors

    | Name of Director | Age | Occupation | Director Since | | Class II Directors: | | | | | Stefan Krause(1) | 62 | Corporate Executive and Entrepreneur | September 2021 | | Kenneth Thieneman | 59 | Founder, President and Chief Executive Officer of Thieneman Construction, Inc. | April 2025 | | Class III Directors: | | | | | Arun Jeldi | 44 | Chief Executive Officer of the Company; Business Executive | December 2024 |

  7. Continuing Directors

    (1) Chair of the audit committee Arun Jeldi has served as the Chairman of the Board since April 2025. Mr. Jeldi was appointed as our Chief Executive Officer and to our Board on December 24, 2024. Mr. Jeldi has served as the Chief Executive Officer and President of several companies over the past five years. Since October 2019, he has served as the Chief Executive Officer and President of Indiana Healthcare Solutions LLC, DBA Ink Staffing, a national healthcare staffing agency. Since December 2020, he has served as Chief Executive Officer and President of Lite Magnesium Products Inc., which designs and manufactures magnesium-based products and components for the aerospace, automotive and other industries. Since June 2023, he has served as Chief Executive Officer and President of Crown Magnesium Inc., which extracts pure magnesium from ore materials. In addition, since June 2023, Mr. Jeldi has served as Chief Executive Officer and President of Arrayed Additive, Inc., which is engaged in magnesium and aluminum lightweight alloy additive manufacturing (3D printing) for the aerospace and defense industries. We believe Mr. Jeldi’s significant executive experience in additive manufacturing and in providing design and manufacturing services to the aerospace and defense industries makes him well-qualified to serve as Chief Executive Officer and as a member of the Board. Adrian Keppler is the chief executive officer of AM Scalation, an additive manufacturing consulting company, which he founded in April 2021. He previously held multiple positions at EOS GmbH, or EOS, a global provider of 3D printing solutions, including serving as managing director from October 2019 to March 2021, chief executive officer from May 2017 to September 2019 and chief marketing officer from October 2012 to April 2017. Prior to EOS, he held different management positions within Siemens AG, a global manufacturing and technology company headquartered in Munich. Dr. Keppler currently serves on the advisory boards of Incus GmBH, a 3D printer manufacturer, AM-Flow, a provider of end-to-end automation for 3D-printing factories, and Roboze, an industrial 3D printer manufacturer. He also serves as an industry advisor to PartsCloud GmBH, a provider of cloud-based logistics for spare parts, and as a member of the board of directors of Sun Metalon, Inc., a metal 3D printing manufacturer. Dr. Keppler holds a PhD in Geotechnical Engineering from Ludwig Maximilians University of Munich and a degree in in Business Administration from the University of Zurich. We believe Dr. Keppler is qualified to serve on our Board due to his experience in additive manufacturing as a former chief executive officer. Stefan Krause served as a member of Legacy Velo3D’s Board from February 2021 until September 2021 prior to the consummation of the Merger. He was the founder and Chief Executive Officer and Chairman of Canoo, an electric car company, from December 2017 to May 2020. He has served on two DAX Company Management Boards from May 2002 until December 2015. He served as Chief Financial Officer of Deutsche Bank AG and had held positions of increasing seniority at BMW AG, an automotive company, that began in 1987, where he eventually served as the company’s Chief Financial Officer. Mr. Krause has served on may boards of public companies in Europe and the U.S. Mr. Krause holds an M.B.A. in Business Administration and Management from the Julius Maximilians University of Würzburg. We believe that Mr. Krause is qualified to serve our Board due to his extensive strategic leadership experience, his significant public company experience and expertise in finance and accounting. There are no family relationships among our directors and executive officers.

  8. Non-Employee Director Compensation

    Non-Employee Director Compensation The Board has adopted the following compensation program for our non-employee directors: Our non-employee directors receive an annual cash retainer of $50,000, payable monthly, and an annual grant of restricted stock units, or RSUs, with an aggregate grant-date value of $200,000, or the Grant Date Value. A non-employee director’s annual RSU award is granted on the date of each annual meeting of our stockholders and vests in equal quarterly installments, provided such director continues to serve as a director through each vesting date. In addition, new non-employee directors receive an initial RSU award after joining the the Board, with a Grant Date Value that is prorated for the period from the grant date to the next annual meeting of stockholders, which vests on the first anniversary of the grant date, provided such director continues to serve as a director through the vesting date. Members of our audit committee receive an additional annual cash retainer of $10,000, and the Chairman of our audit committee receives an additional cash retainer of $10,500 (in lieu of the annual retainer for membership on the audit committee). Members of our compensation committee receive an additional annual cash retainer of $6,000. Members of our nominating and governance committee receive an additional annual cash retainer of $5,000.

  9. Director Compensation for 2024

    Director Compensation for 2024 The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2024.

  10. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash | Stock Awards ($) (1) | Option Awards ($) | Total ($) | | Carl Bass | $38,666.68 | $95,522.57 | $0.00 | $134,189.25 | | Benny Buller | $50,000.04 | $31,589.98 | $0.00 | $81,590.02 | | Michael Idelchik | $60,999.96 | $28,460.00 | $0.00 | $89,459.96 | | Adrian Keppler | $54,999.96 | $28,460.00 | $0.00 | $83,459.96 | | Stefan Krause | $60,500.04 | $28,460.00 | $0.00 | $88,960.04 | | Ellen Smith | $20,000.00 | $63,148.47 | $0.00 | $83,148.47 | | Gabrielle Toledano | $59,000.04 | $28,460.00 | $0.00 | $87,460.04 | | Matthew Walters | $65,000.04 | $28,460.00 | $0.00 | $93,460.04 | | Darryl Porter | $160,000.00 | $0.00 | $0.00 | $160,000.00 |

  11. Director Compensation for 2024

    (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to our directors during the year ended December 31, 2024 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. As of December 31, 2025, our non-employee directors held the following outstanding option awards and unvested RSU awards:

  12. Director Compensation for 2024

    | Name | Stock Awards | Option Awards | | Carl Bass | 2,846 | 17,136 | | Benny Buller | 2,846 | 141,843 | | Michael Idelchik | 2,846 | — | | Adrian Keppler | 2,846 | — | | Stefan Krause | 2,846 | 14,093 | | Ellen Smith | 2,846 | — | | Gabrielle Toledano | 2,846 | — | | Matthew Walters | 2,846 | — | | Darryl Porter | — | — |

  13. OUR BOARD RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS I DIRECTORS

    OUR BOARD RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS I DIRECTORS

  14. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for the years ended December 31, 2024 and 2023, respectively.

  15. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation ($)(3) | Total ($) | | Arun Jeldi (4) | 2024 | 3,220 | - | - | - | - | 137 | 3,356.29 | | Chief Executive Officer | 2023 | - | - | - | - | - | - | — | | Bradley Kreger (5) | 2024 | 443,693 | - | - | - | - | 11,320 | 455,013.20 | | Chief Operating Officer | 2023 | 358,514 | - | 2,351,081 | - | - | 12,081 | 2,721,676 | | Hull Xu (6) | 2024 | 268,207 | - | 244,568 | - | - | 8,366 | 521,141.12 | | Chief Financial Officer | 2023 | - | - | | - | - | - | — | | Bernard Chung (7) | 2024 | 156,859 | - | - | - | - | 4,006 | 160,865.46 | | Former Acting Chief Financial Officer | 2023 | 234,240 | - | 653,404 | - | - | 11,370 | 899,014 |

  16. Summary Compensation Table for 2024

    (1) Amounts represent the aggregate grant date fair value of the RSUs awarded to the named executive officer during 2024 in accordance with FASB Accounting Standards Codification Topic 718. Such grant date fair market value does not take into account any estimated forfeitures related to service-vesting conditions. (2) The amounts reported in the column represent incentive cash bonuses earned pursuant to our 2022 Key Employee Incentive Plan. (3) The amounts reported in this column represent our matching contributions made on behalf of our named executive officers under our 401(k) plan and cell phone allowances. (4) Mr. Jeldi was appointed Chief Executive Officer on December 24, 2024. (5) Mr. Kreger was our Interim Chief Executive Officer from December 18, 2023 to June 17, 2024 when he was appointed Chief Executive Officer. He was appointed Chief Operating Officer on December 24, 2024. (6) Mr. Xu was appointed Chief Financial Officer as of April 22, 2024. (7) Mr. Chung resigned as our Acting Chief Financial Officer on April 24, 2024.

  17. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table presents, for each of our named executive officers, information regarding outstanding stock options and shares of restricted stock as of December 31, 2024.

  18. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options | | | | Number of Shares of Stock | Market Value of Shares of Stock | | Name | Grant Date | Exercisable (#)(1) | Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | That have not Vested | that have not Vested | | Arun Jeldi | — | — | — | — | — | — | — | | Bradley Kreger | 1/19/2023(2) | — | — | — | — | 7,506 | $2,252 | | | 11/1/2023(3) | — | — | — | — | 17,268 | $5,180 | | Hull Xu | 4/24/2024(4) | — | — | — | — | 28,571 | $8,571 | | Bernard Chung(5) | — | — | — | — | — | — | — |

  19. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1) All of the outstanding equity awards were granted under the 2021 EIP, unless otherwise indicated. (2) The stock award vests as to 1/4th of the total grant on February 15, 2024, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested. (3) The stock award vests as to 1/4th of the total grant on November 15, 2024, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested. (4) The stock award vests as to 1/4th of the total grant on May 15, 2025, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested. (5) Based solely on information contained in a Form 4 filing made by Mr. Chung with the SEC on February 22, 2024, consists of 5,912 shares of our common stock held directly by Mr. Chung. Mr. Chung resigned as our Acting Chief Financial Officer on April 24, 2024.