DEF 14A of Ouster, Inc.
Filed Apr 25, 2024 · FY20230001193125-24-114352
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors At the Annual Meeting, three (3) Class III Directors are to be elected to hold office until our annual meeting of stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have eight (8) directors on our Board. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III 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 III , whose current term will expire at the upcoming Annual Meeting and whose subsequent term will expire at the 2027 annual meeting of stockholders; Class I, whose term will expire at the 2025 annual meeting of stockholders; and Class II, whose term will expire at the 2026 annual meeting of stockholders. The current Class I Directors are Karin Rådström, Kristin Slanina and Ernest E. Maddock; the current Class II Directors are Virginia Boulet and Riaz Valani; and the current Class III Directors are Susan Heystee, Angus Pacala 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 III 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 Susan Heystee, Angus Pacala or Theodore L. Tewksbury, Ph.D. will be unable to serve if elected. Each of Susan Heystee, Angus Pacala and Theodore L. Tewksbury has consented to being named in this proxy statement and to serve if elected.
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING) The current members of the Board who are also nominees for election to the Board as Class III Directors are as follows:
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Current Position(s) with Ouster | | Susan Heystee | 62 | 2018 | Vice Chair of the Board | | Angus Pacala | 36 | 2015 | Director, Co-Founder and Chief Executive Officer | | Theodore L. Tewksbury, Ph.D. | 67 | 2023 | Chair of the Board |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III Director nominee are as follows:
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| SUSAN HEYSTEE | Age 62 |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 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), a publicly-traded 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.
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| ANGUS PACALA | Age 36 |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 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.
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| THEODORE L. TEWKSBURY, PH.D. | Age 67 |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 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 Velodyne’s Executive Officer 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. 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 CEO 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 expensive 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 2025 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Current Position(s) with Ouster | | Karin Rådström | 45 | 2021 | Director | | Kristin Slanina | 54 | 2023 | Director | | Ernest E. Maddock | 66 | 2023 | Director |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 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 2025 ANNUAL MEETING)
| KARIN RÅDSTRÖM | Age 45 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Karin Rådström has served as a member of our Board since October 2021. Ms. Rådström has been serving as Chief Executive Officer of Mercedes-Benz Trucks, a commercial vehicle manufacturer, and a member of the Board of Management of Daimler Truck AG, Germany since February 2021 and as a member of the Supervisory Board of Piab AB, Sweden, a manufacturer of vacuum pumps, since June 2019. From March 2019 to January 2021, Ms. Rådström served as Head of Sales and Marketing and as a member of the Executive Board of Scania CV AB (“Scania”), a commercial vehicle manufacturer. She previously served as Senior Vice President, Head of Buses and Coaches of Scania from November 2016 to February 2019 and as Director of Pre-Sales and Marketing Communication of Scania East Africa Ltd. from October 2014 to December 2015. Ms. Rådström has a degree in Industrial Engineering from the Royal Institute of Technology, Stockholm, Sweden. Ms. Rådström brings significant experience from managing a global commercial vehicle manufacturer to the Company’s Board and her broad knowledge on technological transformation in the automotive industry is beneficial to Ouster’s Board, specifically in the development of Ouster’s ADAS/automotive strategy.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| KRISTIN SLANINA | Age 54 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Kristin Slanina has served as a member of our Board since February 2023. Ms. Slanina is the Chief Innovation Officer at ParkMyFleet, a provider of parking locations and technology solutions for fleet operations, a position she has held since March 2021. Previously, she served as Chief Operating Officer of TrueCar, an automotive pricing and information website for new and used car buyers, from September 2020 to March 2021 where she led the newly formed solutions group and helped the company accelerate into its next phase of growth. Before TrueCar, she was Chief Transformation Officer of Thirdware Consulting, an IT consulting organization, from January 2019 to September 2020, where she led the Emerging Technology group and paved the way for Thirdware’s status as a Tier 1 partner with Ford and other OEMs on vehicle software development, machine learning and blockchain technology. Prior, Ms. Slanina has held roles of increasing responsibility at Ernst & Young, a global professional services firm, and Fiat Chrysler Automobiles, a manufacturer of automobiles, after spending the first 18 years of her career at Ford Motor Company, beginning as a powertrain engineer. Ms. Slanina has served on the Board of Comstock Inc. (NYSE: LODE) since May 2022. Previously, Ms. Slanina served on the board of Velodyne from July 2021 to February 2023. She holds an M.S. and a B.S. in Mechanical Engineering from Massachusetts Institute of Technology. We believe Ms. Slanina is qualified to serve on our Board due to her broad knowledge of the technology industry as well as her extensive operational experience within the technology sector.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| ERNEST E. MADDOCK | Age 66 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Ernest E. 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 semiconductor manufacturing company, since June 2018, Avnet (Nasdaq: AVT), a technology distribution company, since August 2021 and Teradyne (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. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board who are Class II Directors are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Current Position(s) with Ouster | | Virginia Boulet | 70 | 2023 | Director | | Riaz Valani | 47 | 2023 | Director |
CLASS II DIRECTORS (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 are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| VIRGINIA BOULET | Age 70 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Virginia Boulet has served as a member of our Board since February 2023. She served as a Managing Director of Legacy Capital, LLC, an investment company, from April 2014 until 2019. From 2014 through 2018, she was an adjunct professor of law at Loyola University Law School. From 2002 to March 2014, Ms. Boulet served as Special Counsel at the law firm of Adams and Reese, LLP. She also served as President and Chief Operating Officer of IMDiversity, Inc. from March 2002 to March 2004. Prior to 2002, Ms. Boulet was a partner at the law firms of Phelps Dunbar, LLP and Jones Walker. Ms. Boulet serves as a director of W&T Offshore, Inc (NYSE: WTI), an oil and gas production company, as the Chairperson of its Nominating and Corporate Governance Committee and on its Audit and Compensation committees. Additionally, Ms. Boulet served on the board of Velodyne from November 2011 to February 2023 and was appointed Chairperson of the Velodyne board in July 2022. Additionally, Ms. Boulet previously served on the board of Lumen Technologies, Inc. (NYSE: LUMN), a telecommunications company, from 2002 to 2021. Ms. Boulet received a B.A. from Yale University, and a J.D., cum laude, from Tulane University. We believe Ms. Boulet is qualified to serve on our Board due to her extensive experience representing public and private technology companies and advising their boards and committees, as well as her knowledge of business, legal and governance issues faced by public companies.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| RIAZ VALANI | Age 47 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Riaz Valani has served as a member of our Board since February 2023. Mr. Valani has served as a General Partner and founder at Global Asset Capital, a private equity investor with diversified interests in venture capital, structured finance, and real estate, since 2015. He previously served as Chairman of Viventures Partners SA, a global venture capital firm, President of IMDI/Sonique, and a member of Gruntal & Co.’s asset securitization group. Mr. Valani has 20 years of experience as an investor and director of early stage and growth technology companies, from inception to IPO. Mr. Valani has served on the board of Better Home & Finance Holding Company (Nasdaq: BETR), a homeownership company, since February 2021. Mr. Valani also currently serves on the boards of several private companies. Riaz also serves on the board of Pratham USA, a charity that supports the work of Pratham, an innovative learning organization created to improve the quality of education in India. Mr. Valani’s experience as an early investor in our Company and on numerous boards of directors are expected to bring valuable perspective to our Board.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers (including our named executive officers) have substantial interests in the matters set forth in the Velodyne Plan Proposal since equity awards may be granted to them in the future under the Velodyne Plan.
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; |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 31, 2023.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Angus Pacala | 2023 | 324,999 | 368,400 | 354,871 | 8,692 | 1,056,962 | | Chief Executive Officer | 2022 | 160,000 | - | - | 6,400 | 166,400 | | Mark Weinswig(3) | 2023 | 327,307 | 1,100,288 | 242,405 | 7,570 | 1,677,570 | | Chief Financial Officer | | | | | | | | Darien Spencer | 2023 | 324,904 | 1,100,288 | 187,673 | 12,557 | 1,625,422 | | Chief Operations Officer | 2022 | 286,828 | 1,496,513 | - | 12,184 | 1,795,525 | | Anna Brunelle(4) | 2023 | 128,750 | 2,297,810 | - | 396,313 | 2,822,873 | | Former Chief Financial Officer | 2022 | 325,000 | 1,552,937 | - | 13,000 | 1,890,937 | | Adam Dolinko(5) | 2023 | 43,750 | 3,303,819 | | 473,515 | 3,821,084 | | Former General Counsel and Secretary | 2022 | 325,000 | 286,096 | - | 13,000 | 624,096 |
2023 Summary Compensation Table
| (1) For Messrs. Pacala, Weinswig and Spencer, amounts reflect the full grant-date fair value of stock awards granted during fiscal 2023 computed in accordance with ASC Topic 718. For Ms. Brunelle and Mr. Dolinko, amounts reflect the incremental fair value of stock awards attributable to accelerated vesting of their RSUs in connection with their termination of service computed in accordance with 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. |
2023 Summary Compensation Table
| (2) For Messrs. Pacala, Weinswig and Spencer, amounts reported for fiscal 2023 constitute 401(k) employer matching contributions. For Ms. Brunelle, the amount represents: (i) $2,500 in 401(k) employer matching contributions; (ii) $344,563 in cash severance payments; |
2023 Summary Compensation Table
| (iii) $31,250 in accrued but unused paid time off paid in connection with her termination of service; and (iv) $18,000 estimated COBRA premiums paid in connection with her termination of service. For Mr. Dolinko, the amount represents: (i) $1,750 in 401(k) employer matching contributions; (ii) $422,500 in cash severance payments; (iii) $25,265 in accrued but unused paid time off paid in connection with his termination of service; and (iv) $24,000 estimated COBRA premiums paid in connection with her termination of service. |
2023 Summary Compensation Table
| (3) Mr. Weinswig commenced employment with us on February 10, 2023 in connection with the closing of our merger with Velodyne. |
2023 Summary Compensation Table
| (4) Ms. Brunelle ceased serving as our Chief Financial Officer on February 10, 2023 in connection with the closing of our merger with Velodyne, and she continued employment with us as an advisor through May 17, 2023. |
2023 Summary Compensation Table
| (5) Mr. Dolinko’s service with the Company terminated on February 10, 2023 in connection with the closing of our merger with Velodyne. |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023. All amounts in the table are reported after giving effect to our 1 for 10 reverse stock split completed on April 21, 2023.
Outstanding Equity Awards at Fiscal Year-End 2023
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Per Share Option Exercise Price ($) | 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(2) | 435,976 | - | 2.13 | 10/1/2030 | | | | | 10/2/2020 (3) | 345,147 | 90,828 | 14.22 | 10/1/2030 | - | - | | | 3/16/2023 (4) | | | | | 37,500 | 287,625 | | Mark Weinswig | 5/28/2022(5) | | | | | 14,383 | 110,318 | | | 5/28/2022 (6) | | | | | 35,801 | 274,594 | | | 3/16/2023 (7) | | | | | 91,000 | 697,970 | | Darien Spencer | 3/15/2021(7) | | | | | 3,428 | 26,293 | | | 3/11/2022 (8) | | | | | 11,458 | 87,883 | | | 8/10/2022 (8) | | | | | 9,057 | 69,467 | | | 3/16/2023 (7) | | | | | 91,000 | 697,970 |
Outstanding Equity Awards at Fiscal Year-End 2023
| (1) Amounts calculated based on the $7.67 closing trading price of our common stock as of December 29, 2023. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (2) This option vests in substantially equal monthly installments through the fourth anniversary of the vesting commencement date. In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, any then unvested shares will become fully vested. The option may be exercised by the executive prior to vesting, with any unvested shares subject to repurchase by us at the original exercise price in the event of a termination of the executive’s employment. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (3) This option vests in substantially equal monthly installments through the fourth anniversary of the vesting commencement date. In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, any then unvested shares will become fully vested. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (4) 100% of the restricted stock units underlying the award will vest on the first anniversary of the vesting commencement date, subject to the named executive officer’s continued service to the Company through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety day period immediately before or twelve month period immediately following a change of control, the vesting of 100% of the restricted stock units will fully vest. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (5) Restricted stock vests as to 25% of the shares on the first anniversary of the vesting commencement date and in substantially equal quarterly installments thereafter through the fourth anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date. In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, in each case, within 12 months after our merger with Velodyne, which occurred on February 10, 2023, then any unvested shares will become fully vested. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (6) Restricted stock vests in substantially equal annual installments through the third anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date. In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, in each case, within 12 months after our merger with Velodyne, which occurred on February 10, 2023, then any unvested shares will become fully vested. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (7) Restricted stock units vest in substantially equal quarterly installments through the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued service to the Company through the applicable vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the restricted stock units will fully vest. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (8) Restricted stock units vest in substantially equal quarterly installments through the third anniversary of the vesting commencement date, subject to the named executive officer’s continued service to the Company through the applicable vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change in control, which includes our merger with Velodyne, 100% of the restricted stock units will fully vest. |
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) | | 2023 | 1,056,962 | 598,839 | 2,486,737 | 946,121 | 5.68 | (374,110) | | 2022 | 166,400 | (21,360,073) | 2,223,570 | (794,923) | 6.39 | (138,560) | | 2021 | 125,029 | (59,385,609) | 4,795,634 | 1,198,822 | 38.52 | (93,981) |
PAY VERSUS PERFORMANCE (PVP)
| (1) Mr. Pacala served as principal executive officer (PEO) for 2023, 2022 and 2021. Our non-PEO named executive officers (NEOs) included Mr. Weinswig, Mr. Spencer, Ms. Brunelle and Mr. Dolinko for 2023, Ms. Brunelle and Mr. Dickerman for 2022 and Ms. Brunelle and Messrs. Spencer, Dickerman, and Dolinko for 2021. 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 2023, 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 corporate governance committee receives additional annual cash compensation in the amount of $10,000 per year for such chair’s service on the corporate governance committee. Each non-chair member of the corporate governance committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the 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 and have a grant date fair value equal to the amount of the applicable portion of the annual cash retainer. |
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 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) $175,000 by (b) the fair market value of our common stock as of the date of grant that vests in equal quarterly installments through the earlier of the first anniversary of the date of grant or the next annual stockholders meeting. Additionally, the Non-Employee Director Compensation Program provides that non-employee directors may elect to defer all or part of the settlement of restricted stock units granted to them. In the event of a change in control, all restricted stock units and other equity-based awards held by any non-employee director, will vest immediately prior to such change in control. For this purpose, the merger with Velodyne was deemed a change in control such that the vesting of all restricted stock units and other equity awards held by our non-employee directors accelerated at the closing of the merger on February 10, 2023.
Director Compensation Table for Fiscal 2023
Director Compensation Table for Fiscal 2023 The following table contains information concerning the compensation of our non-employee directors in fiscal 2023:
Director Compensation Table for Fiscal 2023
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Virginia Boulet | 44,306 | 284,969 | 329,275 | | Susan Heystee | 90,866 | 284,969 | 375,835 | | Ernest E. Maddock | 58,484 | 284,969 | 343,453 | | Karin Rådström | 37,628 | 284,969 | 322,597 | | Kristin Slanina | 49,623 | 284,969 | 334,592 | | Theodore L. Tweksbury, Ph.D. | 88,612 | 284,969 | 373,581 | | Riaz Valani(3) | - | - | - | | Emmanuel Hernandez(4) | 20,258 | | 20,258 | | Sundari Mitra(4) | 13,812 | | 13,812 | | Remy W. Trafelet(4) | 15,347 | | 15,347 |
Director Compensation Table for Fiscal 2023
| (1) Each of Mses. Heystee and Rådström elected to receive their annual retainers in fully-vested restricted stock units in lieu of cash. The amounts reported reflect the cash fees that would have been paid had the director not been granted restricted stock units in lieu of annual retainers. Any grant date fair value attributable to the restricted stock units that was in excess of the cash retainer forgone has been 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, 2023, Mses. Heystee and Rådström held 81,716 and 31,190 vested restricted stock units, respectively, for which delivery of the underlying shares has been deferred. The number of restricted stock units reflects our 1 for 10 reverse stock split completed on April 21, 2023. |
Director Compensation Table for Fiscal 2023
| (2) Amounts reflect the full grant-date fair value of stock awards granted during fiscal 2023 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 value of all stock awards made to our non-employee directors in Note 11 of our financial statements included in our Form 10-K. |
Director Compensation Table for Fiscal 2023
The table below shows the aggregate numbers of shares underlying unvested restricted stock units held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023. Our non-employee directors did not hold any options or other equity awards that were subject to vesting as of December 31, 2023. The number of restricted stock units reflects our 1 for 10 reverse stock split completed on April 21, 2023.
Director Compensation Table for Fiscal 2023
| Name | Restricted Stock Units Outstanding at Fiscal Year End | | Virginia Boulet | 7,450 | | Susan Heystee | 7,450 | | Ernest E. Maddock | 7,450 | | Karin Rådström | 7,450 | | Kristin Slanina | 7,450 | | Theodore L. Tweksbury, Ph.D. | 7,450 |
Director Compensation Table for Fiscal 2023
| (3) Mr. Valani waived his right to receive all cash retainers and restricted stock unit awards under our Non-Employee Director Compensation Program for fiscal 2023 and fiscal 2024. |
Director Compensation Table for Fiscal 2023
| (4) Ms. Mitra and Messrs. Hernandez and Trafelet resigned from our Board upon completion of our merger with Velodyne, effective February 10, 2023. |