附件：创始人David Hall致函Velodyne董事会
March 9， 2021
Velodyne Lidar， Inc．
5521 Hellyer Avenue
San Jose， CA 95138
Attn： Board of Directors
Dear Velodyne Lidar Board of Directors （the “Board”）：
I am writing to you today to directly refute the statements regarding myresignation from the Board included in Velodyne Lidar’s （the “Company”） recentForm 8－K filing． These statements do not accurately depict why I resigned andinstead focus on the Company’s decision to publicly censure Marta Hall and Ibased on unfounded claims which we strongly refute．
To be completely clear： I chose to resign from the Board because I hadnumerous concerns about the strategic direction and current leadership ofVelodyne Lidar．
As the founder and former Chief Executive Officer of Velodyne Lidar， I oversawyears of growth and success that ultimately laid the groundwork for theCompany to go public via a merger with a special purpose acquisition company（“SPAC”） in 2020． Despite serving as the Executive Chairman of the Boardfollowing Velodyne Lidar’s successful SPAC merger， it became quickly apparentto me that Jim Graf and Michael Dee – joint founders of the SPAC – wanted tocurtail my involvement in the quality and selection of products beingdeveloped， the contracts negotiated and integrity of the Company’s businessmoving forward． These actions， in my view， emboldened Chief Executive OfficerAnand Gopalan to disregard my views．
I firmly believe that the Board has fostered an anti－stockholder culture andthat Velodyne Lidar’s corporate governancebroken．Perhaps most unsettlingwas the Board’s decision to rubberstamp an increased compensation package forMr． Gopalan despite the Company releasing weak Q4 2020 earnings and missingyear end forecasts．
The Board also recently attempted to manipulate the Company’s corporatemachinery by transitioning Christopher Thomas from a Class I director to aClass II director in an apparent move to avoid having him stand forre－election against my nomination of Eric Singer， a highly－qualified directorcandidate with significant public board experience．
As a whole，I believe the status quo in Velodyne Lidar’s boardroom isunacceptable． The Board lacks prior public company experience， seems toprioritize its own self－interests over stockholders and has overseen thedestruction of significant stockholder value．
It was in light of these serious concerns – as well as the Board’s completedisregard for my decades of experience and input – that made me come to thedifficult decision of submitting my resignation last week． Unfortunately， theBoard as currently constituted appears to have no respect for the principles，values and culture that I spent years building at Velodyne Lidar． My wife，Marta Hall， will remain on the Board and continue to perform her fiduciaryduties to best serve all Velodyne Lidar stockholders．
Sincerely，
David Hall
Founder of Velodyne Lidar， Inc．
