Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 16, 2021, Anand Gopalan delivered notice of his intent to resign as Chief Executive Officer of Velodyne Lidar, Inc. (the “Company”) and from the board of directors (the “Board”) of the Company, effective as of July 30, 2021. The resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and Dr. Gopalan have indicated their intent to enter into a consulting agreement, pursuant to which Dr. Gopalan would provide transition services following his departure. Dr. Gopalan will also receive severance benefits in connection with his resignation pursuant to his amended and restated employment agreement. A copy of Dr. Gopalan’s letter to employees relating to his resignation is attached hereto as Exhibit 99.1.
On July 18, 2021, the Board established a new “Office of the Chief Executive Officer” reporting to the Board to serve the functions of the Chief Executive Officer until such time as a new Chief Executive Officer is hired. Effective as of July 30, 2021, the Board appointed Chief Financial Officer Andrew Hamer, Chief Operating Officer Jim Barnhart, Chief People Officer Kathryn McBeath, and Chief Commercial Officer Sinclair Vass to serve in this newly created office.
Andrew Hamer. Mr. Hamer, age 57, serves as our Chief Financial Officer and Treasurer. Mr. Hamer has served as Velodyne’s Chief Financial Officer and Treasurer since July 2019. Mr. Hamer served as interim Chief Financial Officer and Treasurer from April 2019 to July 2019. Previously, from October 2017 to September 2018, Mr. Hamer served as Chief Financial Officer of Anomali, Inc., a cybersecurity company. From October 2016 to April 2017, he served as Chief Financial Officer of Sungevity, Inc., a solar electricity company. From June 2010 to February 2016, Mr. Hamer served as Chief financial officer of ON24 Inc., a provider of cloud-based webcasting and virtual communication solutions. Prior to that, Mr. Hamer was Chief Financial Officer of Keynote Systems, Inc. and he held Chief Financial Officer and Vice President of Finance and Administration positions at KnowNow, Inc., IQ Labs and Intraspect Software, Inc. Prior to 2000, Mr. Hamer served in various financial positions at Excite@Home and Sybase, Inc. Mr. Hamer holds a Master of Accountancy from Florida International University and a B.S. in Accounting from the State University of New York at Binghamton.
There are no disclosable family relationships as required by Item 401(d) of Regulation S-K between Mr. Hamer and the Company or its control persons, and there are no disclosable related person transactions between the Company and Mr. Hamer as required by Item 404(a) of Regulation S-K.
Mr. Hamer was granted: 1) a bonus of $120,000, to be paid in equal installments on October 31, 2021 and January 31, 2022; and 2) a restricted stock unit (RSU) award of 38,770 shares, vesting quarterly over two years in equal installments from July 18, 2021, subject to his continuing service with the Company through each vesting date.
James Barnhart. Mr. Barnhart, age 59, serves as our Chief Operating Officer. Mr. Barnhart has served as Velodyne’s Chief Operating Officer since March 2021. Prior to joining Velodyne, 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.
There are no disclosable family relationships as required by Item 401(d) of Regulation S-K between Mr. Barnhart and the Company or its control persons, and there are no disclosable related person transactions between the Company and Mr. Barnhart as required by Item 404(a) of Regulation S-K.
Mr. Barnhart was granted: 1) a bonus of $60,000, to be paid in equal installments on October 31, 2021 and January 31, 2022; and 2) a restricted stock unit (RSU) award of 19,385 shares, vesting quarterly over two years in equal installments from July 18, 2021, subject to his continuing service with the Company through each vesting date.