8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 10, 2023

Ouster, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39463	86-2528989
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

(415) 949-0108

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br>on which registered
Common stock, $0.0001 par value per share	OUST	New York Stock Exchange
Warrants to purchase common stock	OUST WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Transitions

As previously disclosed, on February 10, 2023 (the “Effective Date”), Ouster, Inc. (the “Company” or “Ouster”) completed its merger of equals with Velodyne Lidar, Inc. (“Velodyne”) pursuant to an Agreement and Plan of Merger between Ouster, Velodyne, Oban Merger Sub, Inc. and Oban Merger Sub II LLC (the “Merger Agreement”) (the “Mergers”). In connection with the closing of the Mergers, on the Effective Date, the Board of Ouster appointed Mark Weinswig to serve as Ouster’s Chief Financial Officer, effective on such date, succeeding Anna Brunelle, current Chief Financial Officer of Ouster. Mr. Weinswig has also been designated as Ouster’s principal financial officer and principal accounting officer, succeeding Ms. Brunelle in such roles.

Mr. Weinswig, 50, served as the Chief Financial Officer of Velodyne from May 2022 to December 2022. From 2018 through May 2022, Mr. Weinswig served as the Chief Financial Officer of Avinger, Inc., a Nasdaq-listed medical device company (“Avinger”). Prior to joining Avinger, Mr. Weinswig served as Chief Financial Officer at Aqua Metals, Inc., a Nasdaq-listed heavy metal recycling company, from August 2017 to March 2018. Mr. Weinswig has previously served as Chief Financial Officer of One Workplace, a designer and manufacturer of customized workspaces, from July 2016 to July 2017. From October 2010 to June 2016, Mr. Weinswig served as Chief Financial Officer of Emcore Corporation, a Nasdaq-listed designer and manufacturer of indium phosphide optical chips, components, subsystems and systems for the broadband and specialty fiber optics market. Earlier in his career Mr. Weinswig worked at Coherent, Inc., Avanex Corporation, which merged with Bookham Technology, Morgan Stanley and PricewaterhouseCoopers. He received an M.B.A. from the University of Santa Clara and a B.S. in business administration with an accounting major from Indiana University. He also holds the CFA and CPA designations. There are no family relationships between Mr. Weinswig and any directors or executive officers of Ouster, nor does Mr. Weinswig have a direct or indirect material interest in any transactions or proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As Ouster’s Chief Financial Officer, Mr. Weinswig will continue to be paid base salary at the rate of $370,000 per year and be eligible for an annual target bonus opportunity of 70% of base salary. Mr. Weinswig will also continue to be covered by the severance and change in control agreement Mr. Weinswig entered into with Velodyne, which provides certain benefits if Mr. Weinswig’s employment is terminated in connection with or following the Mergers. Under such agreement, if Mr. Weinswig’s employment is terminated without “Cause” or Mr. Weinswig resigns for “Good Reason” within twelve months following the closing of the Mergers, and subject to Mr. Weinswig’s timely execution of a release of claims, Mr. Weinswig will be eligible for (i) 12 months of base salary, (ii) a payment equal to Mr. Weinswig’s annual target bonus, (iii) 12 months of COBRA premium reimbursement; (iv) 100% accelerated vesting of all time-based equity awards; and (v) 100% accelerated vesting of performance-based restricted stock units at the greater of target or actual level of achievement of performance goals.

In connection with Mr. Weinswig’s appointment, Mr. Weinswig is expected to enter into Ouster’s standard form of indemnification agreement for directors and officers.

Under the Merger Agreement, in connection with Ms. Brunelle’s separation from service with Ouster, Ms. Brunelle is eligible to receive the severance benefits set forth in Velodyne’s form of severance and change in control agreement on the terms and conditions thereof. Accordingly, subject to Ms. Brunelle’s timely execution of a release of claims, Ms. Brunelle will be eligible for (i) 12 months of base salary, (ii) a payment equal to the executive’s annual target bonus, (iii) 12 months of COBRA premium reimbursement; and (iv) 100% accelerated vesting of all equity awards.

As of the Effective Date, Adam Dolinko has also ceased serving as Ouster’s General Counsel and Secretary as of the Effective Date. Ouster’s Deputy General Counsel, Megan Chung, has been appointed to succeed Mr. Dolinko as the Company’s new General Counsel and Secretary. Ms. Chung, 49, previously served as the Company’s Deputy General Counsel since July 2021. Prior to joining the Company, Ms. Chung served as a Partner at the law firm of Kilpatrick Townsend & Stockton LLP from 2014 to July 2021, including as Office Managing Partner for the firm’s San Diego office from October 2019 to July 2021. Ms. Chung’s practice focused on complex and technical intellectual property counseling, litigation, and portfolio management. Ms. Chung received her J.D. from the University of California, Davis School of Law and her B.A. and M.A. from Stanford University.

Under the Merger Agreement, in connection with Mr. Dolinko’s separation from service with Ouster, Mr. Dolinko is eligible to receive the severance benefits set forth in Velodyne’s form of severance and change in control agreement on the terms and conditions thereof. Mr. Dolinko has previously executed a release of claims and accordingly is eligible for (i) 12 months of base salary, (ii) a payment equal to the executive’s annual target bonus, (iii) 12 months of COBRA premium reimbursement; and (iv) 100% accelerated vesting of all equity awards.

The foregoing description of Mr. Weinswig’s and Velodyne’s form of severance and change in control agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement, a copy of the form of which is attached as Exhibit 10.1 of Velodyne’s June 14, 2021 Current Report on Form 8-K and is incorporated by reference herein.

Board of Directors

In accordance with the terms of the Merger Agreement, the board of directors of the combined company (the “Board”) will consist of eight directors, including four directors designated by Ouster and four directors designated by Velodyne.

Continued Service of Directors; Election of Directors

Three of the four directors designated by Ouster pursuant to the Merger Agreement, each of whom previously served, and continues to serve, as a member of the Board, in each case effective as of the Effective Time, are as follows: Angus Pacala, Susan Heystee and Karin Rådström. On February 10, 2023, the following directors from Ouster’s board of directors resigned, effective as of the Effective Time and in connection with the Mergers and not due to any disagreement with Ouster: Remy Trafalet, Emmanuel Hernandez and Sundari Mitra.

On February 10, 2023, Riaz Valani was appointed to the Board as the fourth director designated by Ouster pursuant to the Merger Agreement, effective as of the Effective Time.

On February 10, 2023, the four directors designated by Velodyne pursuant to the Merger Agreement, Dr. Ted Tewksbury, Virginia Boulet, Ernest Maddock and Kristin Slanina, each of whom previously served as a member of the board of directors of Velodyne immediately prior to consummation of the Mergers, were also appointed to the Board, effective as of the Effective Time. Dr. Tewksbury was also appointed as the Executive Chairman of the Board.

The Board continues to be divided into three classes, with Virginia Boulet and Riaz Valani appointed as Class II directors with a term expiring at the annual meeting to be held in 2023; Dr. Tewksbury appointed as a Class III director with a term expiring at the annual meeting to be held in 2024; and Ernest Maddock and Kristin Slanina appointed as Class I directors with a term expiring at the annual meeting to be held in 2025.

Immediately following the Effective Time, the composition of the Board’s committees is as follows:

•	Audit: Ernest Maddock (chair); Susan Heystee; and Kristin Slanina;
•	Compensation: Susan Heystee (chair); Ernest Maddock; and Kristin Slanina; and
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•	Nominating and Corporate Governance: Virginia Boulet (chair); Karin Rådström; and Riaz Valani.
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Other than the Merger Agreement, there are no arrangements between the newly appointed directors and any other person pursuant to which such directors were appointed. There are no transactions in which any such newly appointed director has an interest requiring disclosure under Item 404(a) of Regulation S-K. Non-employee members of the Board, including the newly appointed directors, will be compensated for such service in accordance with Ouster’s Second Amended and Restated Non-Employee Director Compensation Program (“Program”).

Under the Program, non-employee directors receive cash compensation as follows:

•	Each non-employee director receives an annual cash retainer in the amount of $40,000 per year.
•	Any chairperson of the board of directors receives an additional annual cash retainer in the amount of $60,000.
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•	Any Lead Director receives an additional annual cash retainer in the amount of $60,000 per year.
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•	The chairperson of the audit committee receives additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the audit committee.
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•	The chairperson of the compensation committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee.
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•	The chairperson of the corporate governance committee receives additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the corporate governance committee. Each non-chairperson member of the corporate governance committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the corporate governance committee.
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•	Each non-employee director may also elect to receive all or part of his or her annual cash retainer in the form of restricted stock units under our 2021 Incentive Award Plan. Elections to convert all or a portion of the annual cash retainer into restricted stock units must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our board of directors or compensation committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made prior to the date the individual becomes a non-employee director. Restricted stock units granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, and have a grant date fair value equal to the amount of the applicable portion of the annual cash retainer.
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Under the Program, upon the initial appointment or election of a non-employee director, such director will automatically be granted (a) an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (i) $300,000 by (ii) the fair market value of a share of our common stock as of the date of grant that vests in equal quarterly installments over three years and (b) an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (i) the product of $175,000 multiplied times a fraction, the numerator of which is the number of full months between the date of appointment or election and the scheduled date of our next annual stockholder meeting, and the denominator of which is 12, by (ii) the fair market value of a share our common stock as of the date of grant that vests in equal quarterly installments through the date of the next annual stockholders meeting. Additionally, on the date of each annual stockholders meeting, each non-employee director automatically will be granted an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (a) $175,000 by (b) the fair market value of our common stock as of the date of grant that vests in equal quarterly installments through the earlier of the first anniversary of the date of grant or the next annual stockholders meeting.

Additionally, the Program provides that non-employee directors may elect to defer all or part of the settlement of restricted stock units granted to them.

In the event of a change in control, all restricted stock units and other equity-based awards held by any non-employee director, will vest immediately prior to such change in control.

The foregoing description of the Program does not purport to be complete and is qualified in its entirety by reference to the Program document, a copy of which is attached as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated by reference herein.

In addition, in connection with the closing of the Mergers, each non-employee director was granted an award of 186,254 restricted stock units, which will vest in five equal quarterly installments, subject to the director’s continued service on the Board.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
10.1	Second Amended and Restated Non-Employee Director Compensation Program
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ouster, Inc.
Date: February 13, 2023	By:	/s/ Angus Pacala
	Name:	Angus Pacala
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

OUSTER, INC.

SECONDAMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Ouster, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and amends and restates in its entirety the Amended and Restated Non-Employee Director Compensation Program. This Program shall be effective as of February 9, 2022 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Cash Compensation

Effective upon the Effective Date, annual retainers will be paid in the following amounts to Non-Employee Directors:

Board Service

Non-Employee Director	$	60,000
Chair of the Board	$	60,000
Lead Director	$	25,000

Committee Service

	Chair		Non-Chair
Audit Committee Member	$	20,000	$	10,000
Compensation Committee Member	$	15,000	$	6,000
Nominating and Corporate Governance Committee Member	$	10,000	$	5,000

All annual retainers are additive and will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than 30 days after the end of such quarter. If a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described above, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

Election to Receive Restricted Stock Units(“RSUs”) In Lieu of Annual Retainers

General:	The Board or the Compensation Committee may, in its discretion, provide Non-Employee Directors with the opportunity to elect to convert all or a portion of their annual retainers into awards<br>of RSUs (“Retainer RSU Awards”) granted under the Plan or any other applicable Company equity incentive plan then-maintained by the Company, with each such Retainer RSU Award covering a number of shares of Common Stock<br>calculated by dividing (i) the amount of the annual retainer that would have otherwise been paid to such Non-Employee Director on the applicable grant date by (ii) the average per share closing<br>trading price of the Common Stock over the most recent 30 trading days as of the grant date (such election, a “Retainer RSU Election”).
	Each Retainer RSU Award automatically will be granted on the fifth day of the month immediately following the end of the quarter for which the corresponding portion of the annual retainer was earned. Each Retainer RSU Award will be<br>fully vested on the grant date.
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Election Method:	Each Retainer RSU Election must be submitted to the Company in the form and manner specified by the Board or its Compensation Committee (the<br>“Compensation Committee”). An individual who fails to make a timely Retainer RSU Election shall not receive a Retainer RSU Award and instead shall receive the applicable annual retainer in cash. Retainer RSU Elections must<br>comply with the following timing requirements:<br> <br><br><br><br>•  Initial Election. Each individual who first becomes a<br>Non-Employee Director may make a Retainer RSU Election with respect to annual retainer payments scheduled to be paid in the same calendar year as such individual first becomes a<br>Non-Employee Director (the “Initial Retainer RSU Election”). The Initial Retainer RSU Election must be submitted to the Company on or before the date that the individual first becomes a<br>Non-Employee Director or, if later, within thirty (30) days following the date this Program is adopted (the “Initial Election Deadline”), and the Initial Retainer RSU Election<br>shall become final and irrevocable as of the Initial Election Deadline.<br> <br><br><br><br>•  Annual Election. No later than December 31 of each calendar year, or such earlier<br>deadline as may be established by the Board or the Compensation Committee, in its discretion (the “Annual Election Deadline”), each individual who is a Non-Employee Director as of<br>immediately before the Annual Election Deadline may make a Retainer RSU Election with respect to the annual retainer relating to services to be performed in the following calendar year (the “Annual Retainer RSU Election”).<br>The Annual Retainer RSU Election must be submitted to the Company on or before the applicable Annual Election Deadline and shall become effective and irrevocable as of the Annual Election<br>Deadline.
Equity Compensation
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Initial RSU Award:	Each Non-Employee Director who is initially elected or appointed to serve on the Board after the<br>Effective Date shall be granted an award of RSUs under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase that number of shares of Common Stock calculated by dividing (i) $300,000 by<br>(ii) the average per share closing trading price of the Common Stock over the most recent 30 trading days as of the grant date (the “Initial Long-Term RSU Award”).<br><br><br><br> <br>The Initial Long-Term RSU Award will be automatically granted on the date on which such Non-Employee Director commences service on the Board, and will vest as 1/12th of the shares subject thereto on each quarterly anniversary of the applicable date of grant such that the shares subject to the Initial<br>Long-Term RSU Grant are fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service on the Board through each such vesting date.<br><br><br><br> <br>Each Non-Employee Director who is initially<br>elected or appointed to serve on the Board on or after the Effective Date shall be granted an award of RSUs under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase that number of shares of<br>Common Stock calculated by dividing (i) the product of $175,000 multiplied times a fraction, the numerator of which is the number of full months between the date the Non-Employee Director is appointed to<br>serve on the Board and the next scheduled annual meeting of the Company’s stockholders (an “Annual Meeting”) and the denominator of which is 12, by (ii) the average per share closing trading price of the Common<br>Stock over the most recent 30 trading days as of the grant date (the “Initial Short-Term RSU Award” and, together with the Initial Long-Term RSU Award, the “Initial RSU Awards”).<br><br><br><br> <br>The Initial Short-Term RSU Award will vest in substantially equal quarterly installments<br>through, and with the last installment vesting on, the date of the Annual Meeting, subject to the Non-Employee Director continuing in service on the Board through the date of the applicable Annual<br>Meeting.
Annual RSU Award:	Each Non-Employee Director who is serving on the Board as of the date of an Annual Meeting and will<br>continue to serve as a Non-Employee Director immediately following such Annual Meeting, shall be granted an award of RSUs under the Plan or any other applicable Company equity incentive plan then-maintained by<br>the Company covering a number of shares of Common Stock calculated by dividing (i) $175,000 by (ii) the average per share closing trading price of the Common Stock over the most recent 30 trading days as of the grant date (the<br>“Annual RSU Award”).<br> <br><br> <br>The Annual RSU Award will be<br>automatically granted on the date of the applicable Annual Meeting, and will vest as to 1/4th of the shares subject thereto on each quarterly anniversary of the applicable date of grant such that the shares subject to the Annual RSU Grant are fully<br>vested on the first anniversary of the date of grant, subject to the Non-Employee Director continuing in service on the Board through such vesting date. Notwithstanding the foregoing, in the event the next<br>Annual Meeting occurs prior to the first anniversary of the date of grant, the Annual RSU Grant shall fully vest on the date of such Annual Meeting, subject to the Non-Employee Director continuing in service<br>on the Board through the date of such Annual Meeting.
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Unless otherwise determined by the Board, members of the Board who are Employees who subsequently terminate their employment with the Company and any Subsidiary and remain a member of the Board will not receive the Initial RSU Awards, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from employment with the Company and any Subsidiary, Annual RSU Awards as described above.

Election to Defer Issuances

General:	Each Non-Employee Director shall have the opportunity to defer the issuance of the shares underlying RSUs granted under this Program, including Retainer RSU Awards, Initial RSU Awards and<br>Annual RSU Awards, that would otherwise be issued to the Non-Employee Director in connection with the vesting or grant of the RSUs until the earliest of a fixed date properly elected by the Non-Employee Director, the Non-Employee Director’s Termination of Service or a Change in Control. Any such deferral election (“Deferral Election”)<br>shall be subject to such rules, conditions and procedures as
	shall be determined by the Board or the Compensation Committee, in its sole discretion, which rules, conditions and procedures shall at all times comply with the requirements of Section 409A of the Code, unless otherwise<br>specifically determined by the Board or the Compensation Committee. If an individual elects to defer the delivery of the shares underlying RSUs granted under this Program, settlement of the deferred RSUs shall be made in accordance with the terms of<br>the Deferral Election.
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Election Method:	Each Deferral Election must be submitted to the Company in the form and manner specified by the Board or its Compensation Committee. Deferral<br>Elections must comply with the following timing requirements:<br> <br><br><br><br>•  Initial Deferral Election. Each individual who first becomes a Non-Employee Director may make a Deferral Election with respect to the Non-Employee Director’s Initial RSU Awards and Retainer RSU Awards to be paid in the same calendar<br>year as such individual first becomes a Non-Employee Director (the “Initial Deferral Election”). The Initial Deferral Election must be submitted to the Company on or before Initial<br>Election Deadline, and the Initial Deferral Election shall become final and irrevocable as of the Initial Election Deadline.<br> <br><br><br><br>•  Annual Deferral Election. No later than the Annual Election Deadline, each individual who<br>is a Non-Employee Director as of immediately before the Annual Election Deadline may make a Deferral Election with respect to the Annual RSU Award and Retainer RSU Awards to be granted in the following<br>calendar year (the “Annual Deferral Election”). The Annual Deferral Election must be submitted to the Company on or before the applicable Annual Election Deadline and shall become effective and irrevocable for the subsequent<br>calendar year as of the Annual Election Deadline.

Change in Control

Upon a Change in Control of the Company, all outstanding equity awards granted under the Plan and any other equity incentive plan maintained by the Company that are held by a Non- Employee Director shall become fully vested and/or exercisable, irrespective of any other provisions of the Non-Employee Director’s Award Agreement.

Reimbursements

The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.

Miscellaneous

The other provisions of the Plan shall apply to the RSUs granted automatically under this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of RSUs hereby are subject in all respects to the terms of the Plan. The grant of RSUs under this Program shall be made solely by and subject to the terms set forth in an Award Agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.

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