DEF 14A of Ouster, Inc.
Filed Apr 28, 2026 · FY20250001140361-26-017433
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors At the Annual Meeting, two (2) Class II Directors are to be elected to hold office until our annual meeting of stockholders to be held in 2029 and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. We currently have eight (8) directors on our Board. Current director Virginia Boulet has not been nominated for re-election at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Our Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class II, whose current term will expire at the upcoming Annual Meeting and whose subsequent term will expire at the 2029 annual meeting of stockholders; Class III, whose term will expire at the 2027 annual meeting of stockholders; and Class I, whose term will expire at the 2028 annual meeting of stockholders. The current Class I Directors are Christina C. Correia, Stephen A. Skaggs and Ernest Maddock; the current Class II Directors are Virginia Boulet, Phillip M. Eyler and Angus Pacala; and the current Class III Directors are Susan Heystee and Theodore L. Tewksbury, Ph.D. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election as Class II Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that Phillip M. Eyler and Angus Pacala will be unable to serve if elected. Each of Phillip M. Eyler and Angus Pacala has consented to being named in this proxy statement and to serve if elected.
RECOMMENDATION OF THE BOARD OF DIRECTORS
RECOMMENDATION OF THE BOARD OF DIRECTORS
RECOMMENDATION OF THE BOARD OF DIRECTORS
| | The Board of Directors unanimously recommends a vote “FOR” the election of each of the below Class II Director nominees. |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Current Position(s) with Ouster | | Phillip M. Eyler | 55 | 2025 | Director | | Angus Pacala | 38 | 2015 | Director, Co-Founder and Chief Executive Officer |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years of each Class II Director nominee are as follows:
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| PHILLIP M. EYLER | Age 55 |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Phillip M. Eyler has served as a member of the Board since December 2025. Mr. Eyler has also served as a member of the board of directors of the Sleep Number Corporation (Nasdaq: SNBR), a smart bed and sleep wellness company, since 2022, including as its Chairman since 2025 and a member of the Compensation Committee from 2022 to May 2025. Mr. Eyler has also served as a director of Sensata Technologies Holding PLC (NYSE:ST), a company that designs and manufactures sensors for the transportation and industrial markets, including as a member of the Nominating and Corporate Governance Committee and Growth and Innovation Committee, since 2024. Previously, Mr. Eyler served as President and Chief Executive Officer of Gentherm Incorporated (Nasdaq: THRM), a global leader in cutting edge thermal management and pneumatic comfort technologies catering to the automotive and medical industries, from 2017 until his retirement in 2025. He previously served as President of the Connected Car Division of Harman International Industries, Inc. from 2015 to 2017 and as Senior Vice President and General Manager of Global Automotive Audio from 2011 to 2015. Mr. Eyler holds an MBA from the Fuqua School of Business at Duke University and a BS in Mechanical Engineering from Purdue University. We believe that Mr. Eyler is qualified to serve as a member of the Board due to his experience as a director of other public companies and his global leadership experience in electronics, software, and sensing technology in several relevant industries.
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| ANGUS PACALA | Age 38 |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Angus Pacala co-founded Ouster in June 2015 and has served as our Chief Executive Officer and director since then. Previously, Mr. Pacala was Director of Engineering at Quanergy, Inc. from November 2012 to February 2015. Prior to this appointment, Mr. Pacala was Battery Engineer at Amprius, Inc. from June 2011 to October 2012. Mr. Pacala holds a Bachelor of Science degree in mechanical engineering and a Master of Science degree in mechanical engineering from Stanford University. We believe that Mr. Pacala is qualified to serve as a member of our Board due to his extensive technical background and his history as Ouster’s co-founder. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board who are Class III Directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Current Position(s) with Ouster | | Susan Heystee | 64 | 2018 | Vice Chair of the Board | | Theodore L. Tewksbury, Ph.D. | 69 | 2023 | Chair of the Board |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| SUSAN HEYSTEE | Age 64 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
Susan Heystee has served as a member of our board of directors since September 2018. Ms. Heystee has served as Vice Chair of our Board since April 2024 and she previously served as our lead independent director from March 2023 until April 2024. From August 2021 to February 2023, Ms. Heystee served as the Chair of our Board. She also served as our Interim Chief Revenue Officer from January 2021 to July 2021. Previously, Ms. Heystee was Senior Vice President of Global Automotive Business at Verizon Connect from January 2017 to June 2018. Prior to that, Ms. Heystee served as Executive Vice President of Global Sales and OEM Business at Telogis, which was acquired by Verizon in July 2016, from February 2010 to December 2016. Ms. Heystee has also served as a member of the board of directors of revVana Inc., a private software-as-a-service company providing revenue realization management solutions, since April 2020 and a member of the board of directors of ChargePoint, Inc. (NYSE: CHPT), an electric vehicle charging station company, since May 2021. Ms. Heystee holds bachelor’s degrees in mathematics and business from the University of Waterloo and an Advanced Management Program Certificate from Harvard Business School. We believe that Ms. Heystee is qualified to serve as a member of our Board due to her extensive experience in the technology sector and knowledge of market driven strategies.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| THEODORE L. TEWKSBURY, PH.D. | Age 69 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
Dr. Tewksbury has served as Chair of our Board since April 2024 and previously served as Executive Chairperson of our Board from February 2023 to April 2024. Dr. Tewksbury served as the Chief Executive Officer of Velodyne Lidar, Inc. (“Velodyne”) from November 2021 until February 2023. Prior to that, he was CEO of Eta Compute, a provider of ultra-low power AI vision systems, from August 2019 to November 2021. Dr. Tewksbury has been a director of Maxlinear, Inc. (Nasdaq: MXL), a mixed-signal semiconductor company, since May 2015, where he chairs the Cybersecurity Committee and serves on the Audit and Nominating and Governance committees, and Silvaco Group, Inc. (Nasdaq: SVCO), a software solutions company for semiconductor and photonics design, since April 2026, where he serves as a member of the Audit Committee. From February 2017 to March 2019, Dr. Tewksbury was Chairman and CEO of Energy Focus, Inc., a provider of high-performance LED lighting solutions. Dr. Tewksbury was a director of Entropic Communications from September 2010 and CEO from November 2014 until MaxLinear’s acquisition of Entropic in April 2015. From 2013 to November 2014, he was an independent consultant to technology companies. From 2008 to 2013, Dr. Tewksbury served as CEO of Integrated Device Technology, Inc. and, from 2006 to 2008, was President and COO of AMI Semiconductor, both of which were public semiconductor companies. Prior to that, he held management and engineering leadership roles at Maxim Integrated Products, IBM Microelectronics and Analog Devices. Dr. Tewksbury was a member of the board of directors of the Global Semiconductor Alliance (GSA) from March 2011 to August 2013. Dr. Tewksbury holds a B.S. in Architecture and an M.S. and a Ph.D. in Electrical Engineering from the Massachusetts Institute of Technology. We believe that Dr. Tewksbury is qualified to serve as a member of our Board and as the Chair of our Board of Directors due to his industry knowledge and extensive experience as an executive and director for public technology companies. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Current Position(s) with Ouster | | Christina C. Correia | 56 | 2024 | Director | | Stephen A. Skaggs | 63 | 2024 | Director | | Ernest Maddock | 68 | 2023 | Director |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years of each Class I Director are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| CHRISTINA C. CORREIA | Age 56 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
Christina C. Correia has served as a member of our Board since November 2024. Ms. Correia has also served as Group Vice President, Chief Accounting Officer and Business Finance at Lam Research Corporation (Nasdaq: LRCX), a supplier of wafer-fabrication equipment and related services to the semiconductor industry, since May 2024. Prior to her current position, Ms. Correia has held multiple leadership roles at Lam in Finance, Corporate Communications and Investor Relations since joining in 2002, including serving as Corporate Vice President, Chief Accounting Officer and Business Finance from October 2023 to May 2024, Corporate Vice President, Chief Accounting Officer, Investor Relations and Corporate Finance from March 2023 to October 2023; Corporate Vice President, Investor Relations and Corporate Finance from April 2020 to March 2023; and Corporate Vice President, Investor Relations and Corporate Communications from September 2018 to April 2020. Prior to joining Lam, Ms. Correia worked at BroadVision, Inc. (Nasdaq: BVSN), an international software company, where she served as the company’s Vice President and Corporate Controller in addition to several other senior-level finance positions from September 1999 to November 2002. She previously worked in the assurance practice at KPMG, LLP, supporting the firm’s technology clients, from September 1992 to September 1999. Ms. Correia holds a B.S. in Business Administration from the University of California, Berkeley and is a licensed Certified Public Accountant in the State of California. We believe that Ms. Correia is qualified to serve as a member of our Board due to her financial expertise and extensive executive leadership experience.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| STEPHEN A. SKAGGS | Age 63 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
Stephen A. Skaggs has served as a member of our Board since November 2024. Mr. Skaggs has been a private investor since April 2016. He currently serves on the board of directors of Coherent Corp. (NYSE: COHR). Previously he held the position of Senior Vice President and Chief Financial Officer of Atmel Corporation, a leading supplier of microcontrollers, from May 2013 until its acquisition by Microchip Technology Incorporated (Nasdaq: MCHP) in April 2016. Mr. Skaggs has more than 25 years of experience in the semiconductor industry, including serving as President, Chief Executive Officer and Chief Financial Officer of Lattice Semiconductor (Nasdaq: LSCC), a supplier of programmable logic devices and related software. He was also previously a member of the board of directors of Lattice. Prior to Lattice, Mr. Skaggs was employed by Bain & Company, a global management consulting firm, where he specialized in high technology product strategy, mergers and acquisitions and corporate restructurings. Mr. Skaggs holds an M.B.A. from Harvard Business School and a B.S. in Chemical Engineering from the University of California, Berkeley. We believe that Mr. Skaggs is qualified to serve as a member of our Board due to his extensive executive and management experience in the high-technology industry, including serving as chief executive officer, chief financial officer and director of other public companies.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| ERNEST MADDOCK | Age 68 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
Ernest Maddock has served as a member of our Board since February 2023. Mr. Maddock served as Chief Financial Officer of Micron Technology, Inc., a semiconductor manufacturing company, from 2015 until his retirement in 2018. Prior to that, he served as Executive Vice President and Chief Financial Officer of Riverbed Technology, Inc., an information technology company, from 2013 to 2015. From 1997 to 2013, Mr. Maddock served in various roles at the semiconductor capital equipment company Lam Research Corporation, culminating in the position of Chief Financial Officer from 2008 to 2013. Mr. Maddock has served on the boards of directors of Ultra Clean Holdings Inc. (Nasdaq: UCTT), a provider of semiconductor capital equipment components and services, since June 2018, Avnet Inc. (Nasdaq: AVT), a technology distribution company, since August 2021 and Teradyne, Inc. (Nasdaq: TER), a semiconductor capital equipment and robotics company, since November 2022. Mr. Maddock previously served on the Board of Intersil Corporation (Nasdaq: ISIL), a semiconductor company, from 2015 until its acquisition in 2017. Mr. Maddock received a BS in Industrial Management from the Georgia Institute of Technology and an MBA with a specialization in Finance from Georgia State University. We believe that Mr. Maddock is qualified to serve as a member of our Board due to his experience as a director and financial officer for multiple public technology companies and his decades of finance and operations experience in high tech businesses.
COMPENSATION COMMITTEE
| • | reviewing and making recommendations to our Board regarding the compensation of our directors as well as directors’ and officers’ indemnification and insurance arrangements; |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during the fiscal years ended December 31, 2024 and December 31, 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Angus Pacala Chief Executive Officer | 2025 | 400,000 | — | 2,469,500 | 479,600 | 14,000 | 3,363,100 | | | 2024 | 400,000 | — | 1,099,515 | 399,240 | 11,692 | 1,910,447 | | Mark Frichtl Chief Technology Officer | 2025 | 400,000 | — | 1,529,500 | 239,800 | 14,000 | 2,183,300 | | | 2024 | 400,000 | — | 733,013 | 199,620 | 4,307 | 1,336,940 | | Kenneth P. Gianella(4) Chief Financial Officer | 2025 | 230,769 | 100,000 | 3,282,000 | 181,759 | 6,923 | 3,801,451 |
2025 Summary Compensation Table
| (1) Amount reflects a one-time sign-on bonus paid to Mr. Gianella that is subject to repayment if Mr. Gianella voluntarily resigns or is terminated for cause prior to May 19, 2026. |
2025 Summary Compensation Table
| (2) Amounts reflect the full grant-date fair value of stock awards granted during fiscal 2025 computed in accordance with Accounting Standards Codification (“ASC”) Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards made to named executive officers in Note 11 of our financial statements included in our Form 10-K. |
2025 Summary Compensation Table
| (3) Amounts reported for fiscal 2025 and 2024 constitute employer matching contributions under our 401(k) plan. |
2025 Summary Compensation Table
| (4) Mr. Gianella commenced employment with us on May 19, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025. All amounts in the table are reported after giving effect to our 1 for 10 reverse stock split completed on April 21, 2023.
Outstanding Equity Awards at Fiscal Year-End 2025
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Per Share Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Angus Pacala | 10/2/2020 | 435,976 | — | 2.13 | 10/1/2030 | | | | | 10/2/2020 | 435,975 | — | 14.22 | 10/1/2030 | — | — | | | 3/31/2025(2) | | | | | 229,167 | 4,959,174 | | Mark Frichtl | 10/2/2020 | 316,434 | — | 2.13 | 10/1/2030 | | | | | 10/2/2020 | 316,433 | — | 14.22 | 10/1/2030 | — | — | | | 4/01/2025(2) | | | | | 145,834 | 3,155,848 | | Kenneth P. Gianella | 5/19/2025(3) | | | | | 300,000 | 6,492,000 |
Outstanding Equity Awards at Fiscal Year-End 2025
| (1) Amounts calculated based on the $21.64 closing trading price of our common stock as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (2) Restricted stock units vest in six substantially equal installments on each quarterly anniversary of September 11, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (3) Restricted stock units vest 1/3rd on June 11, 2026 and then in eight quarterly installments thereafter, subject to continued service to us through the applicable vesting dates. |
PAY VERSUS PERFORMANCE (PVP)
PAY VERSUS PERFORMANCE (PVP) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.
PAY VERSUS PERFORMANCE (PVP)
| Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(3) ($) | Net Loss (in thousands)(4) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 3,363,100 | 8,343,921 | 2,992,376 | 6,222,606 | 250.75 | (60,377) | | 2024 | 1,910,447 | 2,295,093 | 1,237,208 | 1,564,845 | 141.60 | (97,045) | | 2023 | 1,056,962 | 598,839 | 2,486,737 | 946,121 | 88.88 | (374,110) |
PAY VERSUS PERFORMANCE (PVP)
| (1) Mr. Pacala served as principal executive officer (PEO) for 2025, 2024 and 2023. Our non-PEO named executive officers (NEOs) included Mr. Frichtl and Mr. Gianella for 2025, Mr. Frichtl and Ms. Chung for 2024, Mark Weinswig, Darien Spencer, Anna Brunelle and Adam Dolinko for 2023. Amounts shown reflect Summary Compensation Table total compensation for our PEO and NEOs in each year. |
PAY VERSUS PERFORMANCE (PVP)
| (2) The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at what intrinsic value they will actually vest. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For fiscal year 2025, directors who were executives of the Company were not eligible to receive additional compensation for their services as directors. We maintain our Third Amended and Restated Non-Employee Director Compensation Program (the “Non-employee Director Compensation Program”) for our non-employee directors, which was most recently amended in April 2024. Pursuant to the Non-Employee Director Compensation Program, our non-employee directors receive cash compensation as follows:
DIRECTOR COMPENSATION
| • | Each non-employee director receives an annual cash retainer in the amount of $40,000 per year. |
DIRECTOR COMPENSATION
| • | Any chair of our Board receives an additional annual cash retainer in the amount of $60,000 per year. |
DIRECTOR COMPENSATION
| • | Any Lead Director and, effective in 2024, any Vice Chair receives an additional annual cash retainer in the amount of $60,000 per year. |
DIRECTOR COMPENSATION
| • | The chair of the audit committee receives additional annual cash compensation in the amount of $20,000 per year for such chair’s service on the audit committee. Each non-chair member of the audit committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the audit committee. |
DIRECTOR COMPENSATION
| • | The chair of the compensation committee receives additional annual cash compensation in the amount of $15,000 per year for such chair’s service on the compensation committee. Each non-chair member of the compensation committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee. |
DIRECTOR COMPENSATION
| • | The chair of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $10,000 per year for such chair’s service on the nominating and corporate governance committee. Each non-chair member of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the nominating and corporate governance committee. |
DIRECTOR COMPENSATION
| • | Each non-employee director may also elect to receive all or part of his or her annual cash retainer in the form of restricted stock units under our 2021 Incentive Award Plan or, effective in 2024 and to the extent permitted, the Velodyne Plan. Elections to convert all or a portion of the annual cash retainer into restricted stock units must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our Board of Directors or compensation committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made prior to the date the individual becomes a non-employee director. Restricted stock units granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, with the number of restricted stock units determined by dividing the amount of the applicable portion of the annual cash retainer by the average closing trading price of our common stock over the 30 days immediately preceding the date of grant. |
DIRECTOR COMPENSATION
Under the Non-Employee Director Compensation Program, upon the initial appointment or election of a non-employee director, the director will automatically be granted under our 2021 Incentive Award Plan or, effective in 2024 and to the extent permitted, the Velodyne Plan (a) an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (i) $300,000 by (ii) the fair market value of a share of our common stock as of the date of grant that vests in equal quarterly installments over three years and (b) an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (i) the product of $175,000 multiplied times a fraction, the numerator of which is the number of full months between the date of appointment or election and the scheduled date of our next annual stockholder meeting, and the denominator of which is 12, by (ii) the fair market value of a share of our common stock as of the date of grant that vests in equal quarterly installments through the date of the next annual stockholders meeting. Additionally, on the date of each annual stockholders meeting, each non-employee director automatically will be granted an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (a) $175,000 by (b) the fair market value of our common stock as of the date of grant that vests in equal quarterly installments through the earlier of the first anniversary of the date of grant or the next annual stockholders meeting. Additionally, the Non-Employee Director Compensation Program provides that non-employee directors may elect to defer all or part of the settlement of restricted stock units granted to them. In the event of a change in control, all restricted stock units and other equity-based awards held by any non-employee director, will vest immediately prior to such change in control.
Director Compensation Table for Fiscal 2025
Director Compensation Table for Fiscal 2025 The following table contains information concerning the compensation of our non-employee directors in fiscal 2025:
Director Compensation Table for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Virginia Boulet | 47,663 | 275,770 | 323,433 | | Susan Heystee | 121,156 | 297,766 | 418,922 | | Ernest Maddock | 66,000 | 275,770 | 341,770 | | Theodore L. Tewksbury, Ph.D. | 105,000 | 275,770 | 380,770 | | Phillip M. Eyler(3) | 3,000 | 399,436 | 402,436 | | Christina C. Correia | 50,000 | 275,770 | 325,770 | | Stephen A. Skaggs | 53,363 | 275,770 | 329,132 |
Director Compensation Table for Fiscal 2025
| (1) For 2025, Ms. Heystee elected to receive her annual retainer in fully-vested restricted stock units in lieu of cash. The amount reported reflects the cash fees that would have been paid had the director not been granted restricted stock units in lieu of an annual cash retainer. The grant date fair value of the restricted stock units that is in excess of the amount of cash fees foregone is reported in the Stock Awards column. Our non-employee directors were also able to defer delivery of the shares underlying vested restricted stock units. As of December 31, 2025, Dr. Tewksbury held 33,820 vested restricted stock units for which delivery of the underlying shares has been deferred. |
Director Compensation Table for Fiscal 2025
| (2) Amounts reflect the full grant-date fair value of stock awards granted during fiscal 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of the restricted stock units granted to our non-employee directors in Note 11 of our financial statements included in our Form 10-K. |
Director Compensation Table for Fiscal 2025
The table below shows the aggregate numbers of shares underlying unvested restricted stock units held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025. Our non-employee directors did not hold any options or other equity awards that were subject to vesting as of December 31, 2025.
Director Compensation Table for Fiscal 2025
| Name | Restricted Stock Units Outstanding at Fiscal Year End | | Virginia Boulet | 6,779 | | Susan Heystee | 6,779 | | Ernest Maddock | 6,779 | | Theodore L. Tewksbury, Ph.D. | 6,779 | | Phillip M. Eyler | 15,658 | | Christina C. Correia | 35,695 | | Stephen A. Skaggs | 35,695 |
Director Compensation Table for Fiscal 2025
| (3) Mr. Eyler commenced service on our Board effective December 8, 2025. |