- Dr. Joseph B. Culkin, PhD, Named Chairman of
the Board, Succeeding David Hall; Sally Frykman Appointed Chief
Marketing Officer, Replacing Marta Thoma Hall
- Actions Follow Audit Committee Investigation of Conduct and
Statements by David and Marta Thoma Hall
- Company Confirms Receipt of Director
Nomination from David and Marta Thoma Hall
Velodyne Lidar, Inc. (Nasdaq: VLDR, VLDRW) today announced that
Dr. Joseph B. Culkin, PhD, who has served as a member of Velodyne
Lidar’s Board of Directors since September 2016, has been appointed
Chairman of the Board, effective immediately, succeeding David
Hall. The Company also announced today that Sally Frykman, Chief
Communications Officer, has been appointed to the additional role
of Chief Marketing Officer, effective immediately, replacing Marta
Thoma Hall.
These actions follow the completion of an investigation by the
fully independent Audit Committee of the Company’s Board of
Directors, which commenced in December 2020. The investigation was
aided by independent legal counsel, Keker, Van Nest & Peters
LLP, and reviewed certain statements and conduct by David Hall and
Marta Thoma Hall. The investigation concluded that Mr. Hall and Ms.
Hall each behaved inappropriately with regard to Board and Company
processes, and failed to operate with respect, honesty, integrity,
and candor in their dealings with Company officers and directors.
Accordingly, the Board approved remedial actions including the
removal of Mr. Hall as Chairman of the Board and the termination of
Ms. Hall as an employee of the Company. Mr. Hall had previously
informed the Board that he was voluntarily transitioning from
Executive Chairman to Chairman on January 7, 2021. The Board also
formally censured both Mr. Hall and Ms. Hall, and directed them
both to receive appropriate remedial training. They will remain
members of the Company’s Board of Directors.
Dr. Culkin co-founded Velodyne Lidar’s predecessor company,
Velodyne Acoustics, and has been involved in Velodyne Lidar
throughout its history, providing his invaluable guidance to the
Board and management on technology and business strategy. Most
recently, in his capacity on the Velodyne Board, he helped advise
the Velodyne Lidar team as it transitioned to a public company.
“I look forward to taking on the role as Chairman of the Board,”
said Dr. Culkin. “I have tremendous confidence that under Dr.
Gopalan’s strong leadership and with the support of our world-class
engineering team, Velodyne Lidar will continue to advance its
growth trajectory. Together, we can deliver on our mission to
improve lives and make the world a safer place through investments
in transformative new autonomous technology, further cementing our
role as the leading lidar provider, and generating significant
returns for our stockholders.”
“We are pleased to have someone of Sally Frykman’s caliber take
on the important and additional role of Chief Marketing Officer,”
said Dr. Anand Gopalan, PhD, Chief Executive Officer of Velodyne
Lidar. “Sally was instrumental in leading our communications
efforts around our ongoing public processes. We are confident that
her expertise in managing public relations and digital marketing
will prove invaluable as we continue to execute on our strategic
plan to deliver strong and disciplined growth.”
Receipt of Director Nomination
The Company today also confirmed receipt of a notice from David
Hall and Marta Thoma Hall of their intent as stockholders to
nominate one candidate to stand for election for one of two Class I
Director seats on the Board at the Company’s 2021 Annual Meeting of
Stockholders.
The Board expresses its concerns about the compensation
arrangement between Mr. Hall and Ms. Hall and the proposed director
candidate, Eric Singer, under which Mr. Hall and Ms. Hall have
agreed to compensate Mr. Singer directly in cash for serving as
their nominee on the Company’s Board.
Notwithstanding these concerns, the Board will review and
consider the director candidate proposed by Mr. Hall and Ms. Hall
and make a recommendation to Velodyne Lidar stockholders at the
appropriate time. The date of the Company’s 2021 Annual Meeting has
not yet been scheduled.
About Dr. Joseph B. Culkin, PhD
Dr. Joseph B. Culkin, PhD, co-founded Velodyne Lidar’s
predecessor company, Velodyne Acoustics, and has been involved in
the Company throughout its history, including serving as a member
of Velodyne Lidar’s Board since September 2016. In 1987, Dr. Culkin
founded New Logic Research, Inc., a provider of high-performance
membrane filtration systems, and has served in a variety of
capacities including presently as Chief Technology Officer. Dr.
Culkin holds a B.S. in chemical engineering from the University of
Pennsylvania, an M.A. in theoretical fluid mechanics from Johns
Hopkins University, and a PhD in chemical engineering from
Northwestern University. A polymath, Dr. Culkin’s issued patents
include: instruments for surface charge measurement; a vibrating
membrane technique for displacing evaporation and crystallization
in the chemical processing industry; a method for making a new type
of flat panel display; and materials science advancements in
fabricating large area semiconductor photocathodes.
About Sally Frykman
Sally Frykman has been with Velodyne Lidar since 2017 and has
served as Chief Communications Officer since November 2020. In that
role, Ms. Frykman oversees all public relations, marketing, and
communications efforts for the Company. Ms. Frykman supports
investor relations activities, leads engagement around policy and
regulation, and executes innovative educational campaigns for a
diverse range of audiences. Ms. Frykman holds a Bachelor’s Degree
from University of California, Santa Barbara, and a Master’s Degree
from San Francisco State.
About Velodyne Lidar
Velodyne Lidar (Nasdaq: VLDR, VLDRW) ushered in a new era of
autonomous technology with the invention of real-time surround view
lidar sensors. Velodyne is the first public pure-play lidar company
and is known worldwide for its broad portfolio of breakthrough
lidar technologies. Velodyne’s revolutionary sensor and software
solutions provide flexibility, quality and performance to meet the
needs of a wide range of industries, including autonomous vehicles,
advanced driver assistance systems (ADAS), robotics, unmanned
aerial vehicles (UAV), smart cities and security. Through
continuous innovation, Velodyne strives to transform lives and
communities by advancing safer mobility for all. For more
information, visit www.velodynelidar.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements regarding our financial outlook and market
positioning. Forward-looking statements give our current
expectations and projections relating to our financial condition,
results of operations, plans, objectives, future performance and
business. You can identify forward-looking statements by the fact
that they do not relate strictly to historical or current facts.
These statements may include words such as "anticipate",
"estimate", "expect", "project", "plan", "intend", "believe",
"may", "will", "should", "can have", "likely" and other words and
terms of similar meaning in connection with any discussion of the
timing or nature of future operating or financial performance or
other events. All forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those that we expected, including: the impact on
our operations and financial condition from the effects of the
current COVID-19 pandemic both on Velodyne’s business and those of
its customers and suppliers; Velodyne’s ability to execute its
business plan; the timing of revenue from existing customers,
including uncertainties related to the ability of Velodyne’s
customers to commercialize their products and the ultimate market
acceptance of these products; uncertainties related to Velodyne
Lidar’s estimates of the size of the markets for its products and
future revenue opportunities; the rate and degree of market
acceptance of Velodyne Lidar’s products; the success of other
competing lidar and sensor-related products and services that exist
or may become available; rising costs adversely affecting
Velodyne’s profitability; uncertainties related to Velodyne Lidar’s
current litigation and potential litigation involving Velodyne
Lidar or the validity or enforceability of Velodyne Lidar’s
intellectual property; Velodyne Lidar’s ability to partner with and
rely on third party manufacturers; general economic and market
conditions impacting demand for Velodyne Lidar’s products and
services; and changes in applicable laws or regulations.
Given these factors, as well as other variables that may affect
Velodyne Lidar’s operating results, you should not rely on
forward-looking statements, assume that past financial performance
will be a reliable indicator of future performance, or use
historical trends to anticipate results or trends in future
periods. The forward-looking statements included in this press
release relate only to events as of the date hereof. Velodyne Lidar
undertakes no obligation to update or revise any forward-looking
statement as a result of new information, future events or
otherwise, except as otherwise required by law.
Additional Information and Where to Find It
Velodyne Lidar, its directors and certain executive officers may
be participants in the solicitation of proxies from stockholders in
connection with Velodyne Lidar’s 2021 Annual Meeting of
Stockholders (the “Annual Meeting”). Velodyne Lidar plans to file a
proxy statement (the “2021 Proxy Statement”) with the Securities
and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the Annual Meeting.
Promptly after filing its definitive 2021 Proxy Statement with
the SEC, Velodyne Lidar will mail the definitive 2021 Proxy
Statement and a proxy card to each stockholder entitled to vote at
the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2021 PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT VELODYNE WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain, free of charge, Velodyne
Lidar’s proxy statement (in both preliminary and definitive form),
any amendments or supplements thereto and any other relevant
documents filed by Immersion with the SEC in connection with the
Annual Meeting at the SEC’s website (http://www.sec.gov). Copies of
Velodyne Lidar’s definitive 2021 Proxy Statement, any amendments or
supplements thereto and any other relevant documents filed by
Velodyne with the SEC in connection with the Annual Meeting will
also be available, free of charge, at Velodyne’s website
(http://www.velodynelidar.com) or by writing to Investor Relations,
Velodyne Lidar, Inc, 5521 Hellyer Avenue, San Jose, CA 95138.
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version on businesswire.com: https://www.businesswire.com/news/home/20210222005471/en/
Investor Contact: Drew Hamer Chief Financial Officer
InvestorRelations@velodyne.com
Media Contact: Matthew Sherman / Jim Golden Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449
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