Skip to main content

The founder of lidar maker Velodyne is going to war with his own SPAC

The founder of lidar maker Velodyne is going to war with his own SPAC


David Hall is out for revenge following his ouster as chairman of Velodyne’s board

Share this story


David Hall, the founder of leading lidar manufacturer Velodyne, is going to war with the SPAC that acquired his company. In a letter, Hall is calling for the resignation of two of the company’s SPAC-appointed board directors, whom he blames for Velodyne’s “poor financial performance.”

It’s the latest twist in the increasingly dramatic saga of Velodyne, a top maker of the laser sensors that are viewed as crucial for the operation of autonomous vehicles. Last month, Hall was ousted as chair of the company’s board, and his wife, Marta Thoma Hall, was removed as its chief marketing officer. The board cited an investigation into “inappropriate behavior” by both Halls in its justification for their removal. Marta Hall remains a member of Velodyne’s board of directors, while David Hall resigned his position on March 2nd.

Now, David Hall is striking back by directly challenging the special purpose acquisition company, Graf Industrial Corp, that merged with Velodyne last summer. He is calling for the ouster of two of the SPAC’s chosen board members, Michael Dee and Christopher Thomas, and their replacement with an “independent” member of his own choosing.

“I will not stand idly by and watch the Board squander Velodyne Lidar’s bright future”

“I will not stand idly by and watch the board squander Velodyne Lidar’s bright future with what I believe is a lack of strategic focus and poor corporate governance,” Hall writes.

Hall accuses the board of making several questionable moves in recent months, including padding Velodyne CEO Anand Gopalan’s compensation “despite knowing the company would miss its 2020 projections.” He also claims that he and his wife were censured by the board “based on an opaque, secret investigation into frivolous claims.” Hall claims he was removed as chairman and his wife’s position was terminated “without reasonable justification.”

“This seemingly retaliatory move followed our attempt to hold Dr. Gopalan more accountable for the company’s weak performance and reconstitute the board with more experienced and highly-qualified public company directors,” Hall writes.

What’s a SPAC?

A SPAC is a special purpose acquisition company — basically, a pile of cash reserved for a merger that went through the initial public offering (IPO) process. The entire point of the SPAC is to find a private company to merge with. When that happens, the target company essentially goes public without some of the hassles of the traditional IPO process.

There has been a lot more SPAC action than usual lately; The Wall Street Journal even declared 2020 a record year for SPACs. Companies such as Virgin Atlantic, Opendoor, Lordstown Motors, and Fisker have all gone through the process. For a more detailed explanation of how SPACS differ from IPOs, see our SPAC explainer.

Hall has long been revered in the world of autonomous vehicle technology as a pioneer in the use of laser sensors to enable AVs to “see” the world around them. Lidar, which stands for “light detection and ranging,” uses thousands of laser beams to sense objects and measure their distance. The cone- or cylindrical-shaped sensor perched on the roof of a vehicle has become synonymous with self-driving cars.

Ford was an early backer of Velodyne, investing $150 million in the company in 2017 along with Baidu, the Chinese search giant. Ford contributed $75 million of that total and held 13.1 million shares in the company. The automaker dissolved its stake in the lidar company earlier this month but noted that it would continue to use Velodyne’s sensors on some of its autonomous vehicles.

Hall stepped down as CEO of Velodyne in January 2020, replaced by Gopalan, the company’s chief technology officer. But Hall remained executive chairman of the board, steering the company’s major financial decisions.

In June 2020, Velodyne struck a deal with “blank check” company Graf Industrial Corp, with a market value of $1.8 billion. It was part of a wave of companies in the transportation technology space choosing to go public via SPAC and thus avoid a lot of the scrutiny that comes with a more traditional IPO.

Hall’s move highlights a larger issue facing many similar SPAC deals

Nearly a year later, that deal is starting to show strain. In his letter, Hall excoriates Dee and Thomas as inexperienced and unqualified. He points out that Dee’s other company, advanced recycling firm PureCycle, is itself embroiled in litigation related to his role as chief financial officer following its merger with a SPAC “with disastrous results.” Meanwhile, Thomas’ board position was changed so he wouldn’t face reelection until 2022, which Hall alleges was a move to “entrench” him for another year.

Hall’s move to strike back at Velodyne’s new parent company highlights a larger issue facing many similar SPAC deals across the industry: the question of controlling interest in the company. Hall says he owns 98,951,541 shares in Velodyne, or roughly 52 percent of the outstanding common stock, which gives him enough voting power to replace Dee and Thomas with a new board director. Hall is nominating Eric Singer, founder and managing member of VIEX Capital Advisors, for that position.

“In our view, the status quo at Velodyne Lidar is unacceptable,” Hall says. “Poor leadership and weak financial performance are not a recipe for success in the public markets. Stockholders deserve a Board that is committed to honoring its fiduciary duties and focusing on value creation.”

A spokesperson for Velodyne did not immediately respond to a request for comment.

Update May 25th, 1:35PM ET: David Hall resigned his position as a member of Velodyne’s board on March 2nd. A previous version of this story incorrectly stated that Hall was still a board member.

Today’s Storystream

Feed refreshed An hour ago The tablet didn’t call that play by itself

Emma RothAn hour ago
Missing classic Mario?

One fan, who goes by the name Metroid Mike 64 on Twitter, just built a full-on 2D Mario game inside Super Mario Maker 2 complete with 40 levels and eight worlds.

Looking at the gameplay shared on Twitter is enough to make me want to break out my SNES, or at least buy Super Mario Maker 2 so I can play this epic retro revamp.

External Link
Russell BrandomAn hour ago
The US might still force TikTok into a data security deal with Oracle.

The New York Times says the White House is still working on TikTok’s Trump-era data security deal, which has been in a weird limbo for nearly two years now. The terms are basically the same: Oracle plays babysitter but the app doesn’t get banned. Maybe it will happen now, though?

Richard LawlerAn hour ago
Don’t miss this dive into Guillermo del Toro’s stop-motion Pinocchio flick.

Andrew Webster and Charles Pulliam-Moore covered Netflix’s Tudum reveals (yes, it’s going to keep using that brand name) over the weekend as the streamer showed off things that haven’t been canceled yet.

Beyond The Way of the Househusband season two news and timing information about two The Witcher projects, you should make time for this incredible behind-the-scenes video showing the process of making Pinocchio.

Asian America learns how to hit back

The desperate, confused, righteous campaign to stop Asian hate

Esther Wang12:00 PM UTC
External Link
Russell Brandom4:29 PM UTC
Edward Snowden has been granted Russian citizenship.

The NSA whistleblower has been living in Russia for the 9 years — first as a refugee, then on a series of temporary residency permits. He applied for Russian citizenship in November 2020, but has said he won’t renounce his status as a U.S. citizen.

External Link
Emma Roth4:13 PM UTC
Netflix’s gaming bet gets even bigger.

Even though fewer than one percent of Netflix subscribers have tried its mobile games, Netflix just opened up another studio in Finland after acquiring the Helsinki-based Next Games earlier this year.

The former vice president of Zynga Games, Marko Lastikka, will serve as the studio director. His track record includes working on SimCity BuildIt for EA and FarmVille 3.

External Link
Andrew J. Hawkins3:37 PM UTC
Vietnam’s EV aspirant is giving big Potemkin village vibes

Idle equipment, absent workers, deserted villages, an empty swimming pool. VinFast is Vietnam’s answer to Tesla, with the goal of making 1 million EVs in the next 5-6 years to sell to customers US, Canada and Europe. With these lofty goals, the company invited a bunch of social media influencers, as well as some auto journalists, on a “a four-day, multicity extravaganza” that seemed more weird than convincing, according to Bloomberg.

James Vincent3:17 PM UTC
Today, 39 years ago, the world didn’t end.

And it’s thanks to one man: Stanislav Petrov, a USSR military officer who, on September 26th, 1983, took the decision not to launch a retaliatory nuclear attack against the US. Petrov correctly guessed that satellite readings showing inbound nukes were faulty, and so likely saved the world from nuclear war. As journalist Tom Chivers put it on Twitter, “Happy Stanislav Petrov Day to those who celebrate!” Read more about Petrov’s life here.

Soviet Colonel who prevented 1983 nuclear response
Photo by Scott Peterson/Getty Images
The Verge
James Vincent3:03 PM UTC
Deepfakes were made for Disney.

You might have seen the news this weekend that the voice of James Earl Jones is being cloned using AI so his performance as Darth Vader in Star Wars can live on forever.

Reading the story, it struck me how perfect deepfakes are for Disney — a company that profits from original characters, fans' nostalgia, and an uncanny ability to twist copyright law to its liking. And now, with deepfakes, Disney’s most iconic performances will live on forever, ensuring the magic never dies.

External Link
Elizabeth Lopatto2:41 PM UTC
Hurricane Fiona ratcheted up tensions about crypto bros in Puerto Rico.

“An official emergency has been declared, which means in the tax program, your physical presence time is suspended,” a crypto investor posted on TikTok. “So I am headed out of the island.” Perhaps predictably, locals are furious.

The Verge
Richard Lawler2:09 PM UTC
Teen hacking suspect linked to GTA 6 leak and Uber security breach charged in London.

City of London police tweeted Saturday that the teenager arrested on suspicion of hacking has been charged with “two counts of breach of bail conditions and two counts of computer misuse.”

They haven’t confirmed any connection with the GTA 6 leak or Uber hack, but the details line up with those incidents, as well as a suspect arrested this spring for the Lapsus$ breaches.

The Verge
Richard Lawler1:00 PM UTC
Green light.

Good morning to everyone, except for the intern or whoever prevented us from seeing how Microsoft’s Surface held up to yet another violent NFL incident.

Today’s big event is the crash of a NASA spaceship this evening — on purpose. Mary Beth Griggs can explain.

David Pierce12:54 PM UTC
Thousands and thousands of reasons people love Android.

“Android fans, what are the primary reasons why you will never ever switch to an iPhone?” That question led to almost 30,000 comments so far, and was for a while the most popular thing on Reddit. It’s a totally fascinating peek into the platform wars, and I’ve spent way too much time reading through it. I also laughed hard at “I can turn my text bubbles to any color I like.”