|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
This Current Report
on Form 8-K is being filed to report the appointment of a new director, Deborah Hersman, and a new Chief Operating Officer, Jim
Barnhart.
(b)
On March 11, 2021,
Velodyne Lidar, Inc. (the “Company”) determined to transition Thomas Tewell as Chief Operating Officer of Velodyne
Lidar, Inc. (the “Company”). On March 14, 2021, Mr. Tewell resigned from the Company, effective immediately.
Also on March 11, 2021,
the Company appointed Jim Barnhart as Chief Operating Officer, effective March 15, 2021. Prior to his appointment as Chief Operating
Officer, Mr. Barnhart served as Senior Vice President of Operations at Nanometrics Incorporated, a provider of process control
metrology and inspection systems used primarily in the fabrication of semiconductors and other solid-state devices, from March
2018 until March 2021. From 2010 to March 2018, Mr. Barnhart served as Senior Vice President, Global Operations at Cymer LLC, a
subsidiary of ASML Holding NV, a supplier of equipment for semiconductor companies. Mr. Barnhart also held various operational
leadership roles with Areva Solar, Johnson & Johnson Pharmaceutical Research & Development, L.L.C. and Applied Materials,
Inc. Mr. Barnhart holds an MBA from the Walter A. Haas School of Business at the University of California, Berkeley and a B.S.
in electrical engineering from Washington State University’s College of Engineering.
In connection with
his appointment, the Company entered into an employment agreement with Mr. Barnhart. As compensation for his services as Chief
Operating Officer of the Company, Mr. Barnhart will receive: (1) a salary of $365,000 per annum; (2) an award of Restricted Stock
Units (“RSUs”) under the Company’s 2020 Equity Incentive Plan, having a value of $3,000,000, which RSUs will
be subject to vesting in installments over a four-year period, so long as Mr. Barnhart remains employed by the Company; and (3)
eligibility, also subject to Mr. Barnhart’s continued employment with the Company, to participate in the Company’s
annual bonus plan, with a target bonus equal to 80% of his annual base salary, which shall be based on Mr. Barnhart’s individual
objectives established by the Company. He will also be entitled to participate in the Company’s other compensation and benefit
programs that are available to its employees generally.
(d)
On March 15, 2021,
the board of directors of the Company (the “Board”) appointed Deborah Hersman to serve as a member of the Board as
a Class III Director, whose term will expire at the 2023 annual meeting of stockholders.
There are no disclosable
family relationships as required by Item 401(d) of Regulation S-K between Ms. Hersman and the Company or its control persons, and
there are no disclosable related person transactions between the Company and Ms. Hersman as required by Item 404(a) of Regulation
S-K.
In connection with
her appointment, Ms. Hersman entered into the Company’s standard form of indemnification agreement. Ms. Hersman will receive
the Company’s standard non-employee director compensation, which consists of an initial grant of $150,000 of restricted stock
units (“RSUs”) and an automatic annual grant of $150,000 of RSUs (measured based on the average closing price of the
Company’s common stock for the 30 days immediately prior to the annual meeting of stockholders) to non-employee directors
serving on the Board immediately after the annual meeting of stockholders, which restricted stock units will vest in full at the
following annual meeting of stockholders. In addition, non-employee Board members receive annual cash compensation of $45,000.