Velodyne Lidar (VLDR) Announces Changes to Board of Directors and Management Team; Names New Chairman and Chief Marketing Officer

February 22, 2021 7:32 AM EST
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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.

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