DEF 14A of Velo3D, Inc., Apr 19, 2024

DEF 14A of Velo3D, Inc.

Filed Apr 19, 2024 · FY20230001825079-24-000013

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board currently consists of nine 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 III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class III do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively. At the recommendation of our nominating and corporate governance committee, our Board proposes that each of the three Class III nominees named below, each of whom is currently serving as a director in Class III, be elected as a Class III director for a three-year term expiring at the 2027 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. Each director will be elected by a plurality of the votes cast, which means that the three 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 three 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 three 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 | Position | Director Since | | Bradley Kreger | 49 | Director | January 2024 | | Gabrielle Toledano(1) | 55 | Director | September 2021 | | Matthew Walters(2)(3) | 36 | Director | September 2021 |

  4. Nominees to Our Board of Directors

    | (1) Chair of the compensation committee | | (2) Member of the audit committee | | (3) Member of the nominating and corporate governance committee |

  5. Nominees to Our Board of Directors

    Bradley Kreger has served as a member of our Board since January 2024 and as our Interim Chief Executive Officer since December 2023. In connection with his appointment to our Board, Mr. Kreger has agreed to resign as a member of our Board upon the appointment of a new Chief Executive Officer as Mr. Kreger’s successor, or earlier upon Mr. Kreger’s resignation or removal as our Interim Chief Executive Officer. Mr. Kreger previously served as our Executive Vice President of Operations from December 2022 to December 2023. Prior to joining us, he served as Senior Vice President, Global Operations at Fluidigm Corporation (now known as Standard BioTools Inc.), a manufacturing company for biological research equipment, from April 2018 to October 2022, and as Senior Director, Operations, Clinical Sequencing Division at Thermo Fisher Scientific, a supplier of laboratory and scientific products and services, from December 2016 to March 2018, from October 2013 to December 2016, Vice President, Reagent Manufacturing at Affymetrix Incorporated, a manufacturing company for biological research equipment. Mr. Kreger holds a B.S. in Biotechnology and Business from Charter Oak State College and an M.S. in Management and Leadership and an M.B.A. from Western Governors University. We believe Mr. Kreger is qualified to serve on the Board because of his broad operational and managerial experience at public manufacturing companies. Gabrielle Toledano has served as a member of our Board since September 2021. Prior to the consummation of the Merger, Ms. Toledano served as a member of Legacy Velo3D’s Board from July 2021 until September 2021. Since January 2020, Ms. Toledano has served as Chief Operating Officer at Keystone Strategy LLC, a strategy and economics consulting firm. From December 2020 to March 2021, Ms. Toledano served as Chief Talent Officer of ServiceNow Inc., a software company. From May 2017 to October 2018, Ms. Toledano served as the Chief People Officer of Tesla Inc., a manufacturer of electric vehicles and energy storage products. From February 2006 to May 2017, Ms. Toledano served as Chief Talent Officer and Advisor at Electronic Arts Inc., a video game company. Ms. Toledano has served as a director of Lilium since July 2021, Vaxxinity since February 2023 and Fountain since August 2023. Prior to her current boards, Ms. Toledano served on the boards of Better.com from April 2021 to April 2022, Namely from February 2019 to October 2022, Bose from June 2020 to August 2022, Glu Mobile from December 2017 to April 2021 and Jive Software, Inc. from November 2015 to June 2017. Ms. Toledano holds a B.A. in Modern Thought and Literature and an M.A. in Education from Stanford University. We believe that Ms. Toledano is qualified to serve on the Board because of her strong background in technology management and her broad experience as a director of technology companies. Matthew Walters has served as a member of our Board since September 2021. Prior to the Merger, Mr. Walters served as the Chief Executive Officer of JAWS Spitfire from September 2020 to September 2021. Mr. Walters is also a Managing Director at JAWS Estates Capital LLC, a public and private direct investing focused single family office, where since 2015 he has directed the private investment strategy with a particular emphasis on the consumer and technology sectors. Prior to joining JAWS Estates Capital LLC, Mr. Walters spent his entire career at L Catterton, the largest, most global consumer-focused private equity firm, where he worked on sourcing and investment strategy for both the buyout and growth-oriented funds. Mr. Walters also acts as the Chief Operating Officer of JAWS Mustang Acquisition Corporation. Mr. Walters received a B.A. from the University of Virginia and an M.S. in Finance from Fairfield University. We believe Mr. Walters’ significant investment experience make him well qualified to serve as a member of the Board.

  6. 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.

  7. Continuing Directors

    | Name of Director | Age | Position | Director Since | | Class I Directors: | | | | | Carl Bass(1) | 71 | Director | September 2021 | | Benny Buller | 61 | Director | September 2021 | | Adrian Keppler(2) | 59 | Director | July 2023 | | Class II Directors: | | | | | Michael Idelchik(1)(3) | 71 | Director | September 2021 | | Stefan Krause(4) | 61 | Director | September 2021 | | Ellen Smith(5) | 64 | Director | September 2021 |

  8. Continuing Directors

    | (1) Member of the compensation committee | | (2) Member of the nominating and corporate governance committee | | (3) Chair of the nominating and corporate governance committee | | (4) Chair of the audit committee | | (5) Member of the audit committee |

  9. Continuing Directors

    Carl Bass has served as the Chairman of the Board since September 2021. Prior to the consummation of the Merger, Mr. Bass served as Legacy Velo3D’s chairman of the Board from July 2018 until September 2021. He is a board member for public technology companies and has held multiple executive roles in the technology industry. Mr. Bass has served as the lead independent director of Zendesk Inc., a customer service software company, since 2016, where he is the chair of its compensation committee, and as a director at Box, Inc., a cloud software company, since May 2020. Mr. Bass also serves on the Board of other technology companies, including Arris Composites, Built Robotics, Bright Machines, Formlabs, nTopology and Planet Labs. Previously, Mr. Bass served as the president and chief executive officer at Autodesk, Inc., a software company, from 2006 to February 2017. Mr. Bass spent 24 years at Autodesk, where he held other executive positions, including chief technology officer and chief operating officer. Prior to Autodesk, Mr. Bass co-founded Ithaca Software and Buzzsaw.com (both acquired by Autodesk). In the last five years, Mr. Bass served on the Board of Autodesk and Hewlett-Packard, a provider of software and technology. He also served on the board of E2open, Inc., a software company, from July 2011 until March 2015 when it was acquired by Insight Venture Partners. Mr. Bass serves on the board of trustees of the California College of the Arts and on the advisory boards of Cornell Computing and Information Science, UC Berkeley School of Information and UC Berkeley College of Engineering. Mr. Bass has a B.A. in mathematics from Cornell University. We believe Mr. Bass will be a valuable member of the Board due to his executive experience in the technology sector and public company board experience at technology companies. Benny Buller has served as member of our Board since September 2021. Mr. Buller previously served as our Chief Executive Officer from September 2021 to December 2023. He is Legacy Velo3D’s founder and, prior to the consummation of the Merger, served as Legacy Velo3D’s Chief Executive Officer and a member of Legacy Velo3D’s Board from June 2014 until September 2021. From April 2012 to June 2014, Mr. Buller was an investor at Khosla Ventures, a venture capital firm. Earlier in his career, Mr. Buller worked at Applied Materials, a semiconductor company, Solyndra, Inc., an energy company, and First Solar, a solar company, where he founded the device physics team. Mr. Buller holds a B.Sc. in Physics and a M.Sc. in Applied Physics from Jerusalem University. He also holds an M.Sc. in Science from the Technion, Israel Institute of Technology. We believe Mr. Buller is qualified to serve on the Board because of the historical knowledge, technical and operational expertise and continuity that he will bring to the Board as our founder and our former Chief Executive Officer. Adrian Keppler has served as a member of the Board of Directors since July 2023. Dr. 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 will be a valuable member of the Board due to his experience in additive manufacturing as a former chief executive officer. Michael Idelchik has served as a member of our Board since September 2021. Prior to the consummation of the Merger, Mr. Idelchik served as a member of Legacy Velo3D’s Board from July 2021 until September 2021. Mr. Idelchik spent 38 years at General Electric, or GE, a multinational energy conglomerate, across several business units, culminating in his role as Vice President of Advanced Technology of GE Global Research, the research and development division of GE, for which he served for over a decade until 2017. Mr. Idelchik also serves as a member on a number of boards, including those of Singapore’s National Research Foundation, Columbia Engineering and Ellis Medicine. Mr. Idelchik received his B.S. in Mechanical Engineering from Columbia University and a Master’s degree in Mechanical and Electrical Engineering from Massachusetts Institute of Technology. We believe that Mr. Idelchik’s knowledge of the global technology supply chain and industry success qualifies him to serve on the Board. Stefan Krause has served as a member of our Board since September 2021. Prior to the consummation of the Merger, Mr. Krause served as a member of Legacy Velo3D’s Board from February 2021 until September 2021. 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 on the Board because of his extensive strategic leadership experience, his significant public company experience and expertise in finance and accounting. Ellen Smith has served as a member of our Board since September 2021. Prior to the consummation of the Merger, Ms. Smith served as a member of Legacy Velo3D’s Board from July 2021 until September 2021. Ms. Smith has served as the Senior Managing Director of FTI Consulting, a global business advisory firm, since May 2013, and has more than 30 years of operational experience. Prior to joining FTI Consulting, Ms. Smith was the Chief Operations Officer and Executive Vice President at National Grid, a multinational electricity and gas utility company. Ms. Smith served on the board of Sunrun Inc. from November 2019 to June 2021 and Vivint Solar, Inc. (now a wholly owned subsidiary of Sunrun Inc.) from March 2019 to November 2019. Ms. Smith has served as a trustee of Union College since 2010. Ms. Smith holds a B.S. in Mechanical Engineering and M.S.E. in Power Systems from Union College. We believe that Ms. Smith is qualified to serve on the Board because of her extensive industry experience in energy, power and products. There are no family relationships among our directors and executive officers.

  10. 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 vest 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 upon joining 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 vest on the first anniversary of the grant date, provided such director continues to serve as a director through the vesting date. The Chairman of our Board receives an additional annual cash retainer of $60,000. 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, and the Chairman of our compensation committee receives an additional cash retainer of $9,000 (in lieu of the annual retainer for membership on the compensation committee). Members of our nominating and governance committee (including the Chairman of the nominating and governance committee) receive an additional annual cash retainer of $5,000. 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, 2023. Mr. Buller, our former Chief Executive Officer, received no compensation for their service as directors during 2023.

  11. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards ($)(1) | Option Awards ($)(1) | | Total | | Carl Bass | $116,000 | $136,379 | | — | $252,379 | | Benny Buller(2) | $— | $— | | — | $— | | Michael Idelchik | $61,000 | $138,520 | | — | $197,379 | | Adrian Keppler(3) | $22,917 | $60,489 | | — | $161,437 | | Stefan Krause | $60,500 | $136,379 | | — | $196,879 | | Ellen Pawlikowski(3) | $32,083 | $136,379 | | — | $168,462 | | Ellen Smith | $60,000 | $136,379 | | — | $196,379 | | Gabrielle Toledano | $59,000 | $136,379 | | — | $195,379 | | Matthew Walters | $65,000 | $136,379 | | — | $201,379 |

  12. Non-Employee Director Compensation

    (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, 2023 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. As of December 31, 2023, our non-employee directors held the following outstanding option awards and unvested RSU awards:

  13. Non-Employee Director Compensation

    | Name | Stock Awards | Option Awards | | Carl Bass | 36,270 | 432,729 | | Benny Buller(2) | — | 4,544,804 | | Michael Idelchik | 36,270 | — | | Adrian Keppler(3) | 30,244 | — | | Stefan Krause | 36,270 | 493,255 | | Ellen Pawlikowski(3) | — | — | | Ellen Smith | 36,270 | — | | Gabrielle Toledano | 36,270 | — | | Matthew Walters | 36,270 | — |

  14. Non-Employee Director Compensation

    (2)Mr. Buller became a non-employee director following his resignation, at the request of the Board, as our Chief Executive Officer on December 15, 2023. Mr. Buller received no compensation for his service as a director during 2023. (3)Gen. Pawlikowski resigned from our Board, effective July 25, 2023. Dr. Keppler was appointed to our Board, effective August 1, 2023.

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

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

  16. Summary Compensation Table

    Summary Compensation Table 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, 2023 and 2022, respectively.

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Bradley Kreger(4) | 2023 | 358,514 | — | 2,351,081 | — | — | 12,081 | 2,721,676 | | Interim Chief Executive Officer | 2022 | | | | | | | | | Bernard Chung(5) | 2023 | 234,240 | — | 653,404 | — | — | 11,370 | 899,014 | | Acting Chief Financial Officer | 2022 | | | | | | | | | Renette Youssef(6) | 2023 | 377,099 | — | 608,296 | — | — | 11,370 | 996,765 | | Former Chief Marketing Officer | 2022 | 498,668 | 94,251 | 817,509 | — | — | 11,370 | 1,421,798 | | Benny Buller(4) | 2023 | 493,422 | — | 1,331,295 | — | — | 12,221 | 1,836,938 | | Former Chief Executive Officer | 2022 | 648,641 | 176,500 | 1,895,306 | — | — | 12,471 | 2,732,918 |

  18. Summary Compensation Table

    __________________ (1) Amounts represent the aggregate grant date fair value of the RSUs awarded to the named executive officer during 2023 and2022 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. Buller resigned from his position as Chief Executive Officer, at the request of our Board, effective December 15, 2023. Mr. Kreger was appointed as our Interim Chief Executive Officer, effective as of December 18, 2023. (5) Mr. Chung was appointed as our Acting Chief Financial Officer, effective as of September 29, 2023. Mr. Chung notified the Company of his intention to resign as Acting Chief Financial Officer, effective April 29, 2024. (6) On April 16, 2024, the Company and Ms. Youssef mutually agreed that Ms. Youssef would separate from the Company, effective April 19, 2024.

  19. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 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, 2023.

  20. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | Expiration Date | Number of Shares of Stock That have not Vested | Market Value of Shares of Stock that have not Vested | | Name | Grant Date | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | Bradley Kreger | 1/9/2023(2) | — | — | — | — | 377,358 | $213,245 | | | 1/27/2023(3) | — | — | — | — | 805,866 | $1,063,743 | | | 11/1/2023(4) | — | — | — | — | 20,794 | $44,291 | | | 12/18/2023(5) | — | — | — | — | 467,148 | $896,924 | | Bernard Chung | 12/17/2020(6) | 155,602 | 101,864 | $0.18 | 12/16/2030 | — | $— | | | 12/20/2021(7) | — | — | — | — | 13,295 | $96,522 | | | 11/8/2022(8) | — | — | — | — | 43,998 | $153,993 | | | 1/27/2023(3) | — | — | — | — | 5,841 | $12,441 | | | 5/1/2023(3) | — | — | — | — | 5,841 | $13,668 | | | 8/8/2023(9) | — | — | — | — | 7,608 | $14,607 | | | 11/1/2023(4) | — | — | — | — | 393,750 | $519,750 | | Renette Youssef | 12/15/2020(10) | 904,510 | 238,026 | $0.18 | 12/14/2030 | — | $— | | | 12/21/2021(7) | — | — | — | — | 79,481 | $577,032.06 | | | 11/8/2022(8) | — | — | — | — | 175,181 | $613,133.5 | | | 1/27/2023(3) | — | — | — | — | 20,794 | $44,291 | | | 11/1/2023(4) | — | — | — | — | 326,611 | $431,127 | | Benny Buller | 5/13/2019(11) | 407,466 | — | $0.98 | 5/16/2027 | — | $— | | | 6/11/2020(12) | 4,137,338 | — | $0.18 | 6/10/2030 | — | $— |

  21. 2023 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 in four equal quarterly installments on May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024. (4) 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. (5) The stock award vests in 12 equal monthly installments over one year, beginning January 18, 2024. (6) The stock option vests as to 1/4th of the total grant on December 17, 2020, and thereafter 1/48th of the total grant vests monthly until such time as the stock option is 100% vested. (7) The stock award vests as to 1/4th of the total grant on November 15, 2022, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested. (8) The stock award vests as to 1/4th of the total grant on November 15, 2023, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested. (9) The stock award vests in four equal quarterly installments on August 15, 2023, November 15, 2023, February 15, 2024 and May 15, 2024. (10) The stock option vests as to 1/4th of the total grant on October 5, 2020, and thereafter 1/48th of the total grant vests monthly until such time as the stock option is 100% vested. (11) The stock option vests as to 1/36th of the total grant each month following the June 10, 2018 vesting commencement date. (12) The stock option vests as to 1/4th of the total grant on June 11, 2021, and thereafter 1/48th of the total grant vests monthly until such time as the stock option is 100% vested.