| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officer Transitions
As previously disclosed, on February 10, 2023 (the “Effective Date”), Ouster, Inc. (the “Company” or “Ouster”) completed its merger of equals with Velodyne Lidar, Inc. (“Velodyne”) pursuant to an Agreement and Plan of Merger between Ouster, Velodyne, Oban Merger Sub, Inc. and Oban Merger Sub II LLC (the “Merger Agreement”) (the “Mergers”). In connection with the closing of the Mergers, on the Effective Date, the Board of Ouster appointed Mark Weinswig to serve as Ouster’s Chief Financial Officer, effective on such date, succeeding Anna Brunelle, current Chief Financial Officer of Ouster. Mr. Weinswig has also been designated as Ouster’s principal financial officer and principal accounting officer, succeeding Ms. Brunelle in such roles.
Mr. Weinswig, 50, served as the Chief Financial Officer of Velodyne from May 2022 to December 2022. From 2018 through May 2022, Mr. Weinswig served as the Chief Financial Officer of Avinger, Inc., a Nasdaq-listed medical device company (“Avinger”). Prior to joining Avinger, Mr. Weinswig served as Chief Financial Officer at Aqua Metals, Inc., a Nasdaq-listed heavy metal recycling company, from August 2017 to March 2018. Mr. Weinswig has previously served as Chief Financial Officer of One Workplace, a designer and manufacturer of customized workspaces, from July 2016 to July 2017. From October 2010 to June 2016, Mr. Weinswig served as Chief Financial Officer of Emcore Corporation, a Nasdaq-listed designer and manufacturer of indium phosphide optical chips, components, subsystems and systems for the broadband and specialty fiber optics market. Earlier in his career Mr. Weinswig worked at Coherent, Inc., Avanex Corporation, which merged with Bookham Technology, Morgan Stanley and PricewaterhouseCoopers. He received an M.B.A. from the University of Santa Clara and a B.S. in business administration with an accounting major from Indiana University. He also holds the CFA and CPA designations. There are no family relationships between Mr. Weinswig and any directors or executive officers of Ouster, nor does Mr. Weinswig have a direct or indirect material interest in any transactions or proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As Ouster’s Chief Financial Officer, Mr. Weinswig will continue to be paid base salary at the rate of $370,000 per year and be eligible for an annual target bonus opportunity of 70% of base salary. Mr. Weinswig will also continue to be covered by the severance and change in control agreement Mr. Weinswig entered into with Velodyne, which provides certain benefits if Mr. Weinswig’s employment is terminated in connection with or following the Mergers. Under such agreement, if Mr. Weinswig’s employment is terminated without “Cause” or Mr. Weinswig resigns for “Good Reason” within twelve months following the closing of the Mergers, and subject to Mr. Weinswig’s timely execution of a release of claims, Mr. Weinswig will be eligible for (i) 12 months of base salary, (ii) a payment equal to Mr. Weinswig’s annual target bonus, (iii) 12 months of COBRA premium reimbursement; (iv) 100% accelerated vesting of all time-based equity awards; and (v) 100% accelerated vesting of performance-based restricted stock units at the greater of target or actual level of achievement of performance goals.
In connection with Mr. Weinswig’s appointment, Mr. Weinswig is expected to enter into Ouster’s standard form of indemnification agreement for directors and officers.
Under the Merger Agreement, in connection with Ms. Brunelle’s separation from service with Ouster, Ms. Brunelle is eligible to receive the severance benefits set forth in Velodyne’s form of severance and change in control agreement on the terms and conditions thereof. Accordingly, subject to Ms. Brunelle’s timely execution of a release of claims, Ms. Brunelle will be eligible for (i) 12 months of base salary, (ii) a payment equal to the executive’s annual target bonus, (iii) 12 months of COBRA premium reimbursement; and (iv) 100% accelerated vesting of all equity awards.
As of the Effective Date, Adam Dolinko has also ceased serving as Ouster’s General Counsel and Secretary as of the Effective Date. Ouster’s Deputy General Counsel, Megan Chung, has been appointed to succeed Mr. Dolinko as the Company’s new General Counsel and Secretary. Ms. Chung, 49, previously served as the Company’s Deputy General Counsel since July 2021. Prior to joining the Company, Ms. Chung served as a Partner at the law firm of Kilpatrick Townsend & Stockton LLP from 2014 to July 2021, including as Office Managing Partner for the firm’s San Diego office from October 2019 to July 2021. Ms. Chung’s practice focused on complex and technical intellectual property counseling, litigation, and portfolio management. Ms. Chung received her J.D. from the University of California, Davis School of Law and her B.A. and M.A. from Stanford University.
Under the Merger Agreement, in connection with Mr. Dolinko’s separation from service with Ouster, Mr. Dolinko is eligible to receive the severance benefits set forth in Velodyne’s form of severance and change in control agreement on the terms and conditions thereof. Mr. Dolinko has previously executed a release of claims and accordingly is eligible for (i) 12 months of base salary, (ii) a payment equal to the executive’s annual target bonus, (iii) 12 months of COBRA premium reimbursement; and (iv) 100% accelerated vesting of all equity awards.
The foregoing description of Mr. Weinswig’s and Velodyne’s form of severance and change in control agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement, a copy of the form of which is attached as Exhibit 10.1 of Velodyne’s June 14, 2021 Current Report on Form 8-K and is incorporated by reference herein.
