Sensor maker Velodyne Lidar Inc. said on Monday it had removed founder David Hall as chairman and his wife Marta Thoma Hall as marketing chief following an investigation into their dealings with the board and company practices.
"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," the company said in a statement.
The company said it had directed both of them to receive appropriate remedial training, while they continue to be on the board. Velodyne's shares fell 15 percent to close at $17.97 in New York.
"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," the company said in a statement.
Velodyne said the actions followed the completion of an investigation by the board's audit committee that began in December.
A Velodyne representative declined to provide further details on reasons for the board's action and the company said it has directed the Halls to receive appropriate remedial training while they continue to serve on the board.
However, Marta Hall described the brief Friday board meeting at which she and her husband lost their jobs as a surprise, and added the blank-check firm, or special-purpose acquisition company, that took Velodyne public through a reverse merger last fall was trying to cut the Halls out of the decision-making process at Velodyne.
"It was like an ambush," she told Reuters in an interview. "We had no chance to defend ourselves."
Hall defended her and her husband's intention to nominate a board director and compensate that person themselves, saying what she called "an introduction fee" was common for outside nominees.
After Marta Hall's comments, Velodyne said in a statement that the Halls were informed of the probe last month, received notice of the agenda for Friday's meeting, and were given "ample" time to provide their views in the weeks leading up to the board action.
Velodyne said on Monday it had received notice from the Halls of their intent as stockholders to nominate a candidate to the board.
The Halls planned to compensate their proposed director nominee, Eric Singer, in cash, according to the company. Velodyne said it has concerns regarding the compensation arrangement.
David Hall is the largest shareholder of the company with a 35.43% stake as of Feb. 12, according to Refinitiv IBES data, while Marta Hall owns a 3.74% stake.
Last week, James Graf, the chief executive of Graf Industrial Corp, the SPAC that took Velodyne public, stepped down from Velodyne's board. Graf's decision to resign was not due to any disagreement with the company, Velodyne had said in a filing.Velodyne named Joseph Culkin, who has been a board member since 2016, as chairman, effective immediately, while communications head Sally Frykman took over as chief marketing officer.
Earlier this month, Ford Motor Co. dissolved its 7.6 percent stake in the company, which went public in September.
