Adrian Keppler

About Adrian Keppler

Adrian Keppler, age 60, is Velo3D’s lead independent director and a Class I director who has served on the Board since July 2023. He is CEO and founder of AM Scalation (since April 2021) and previously held senior roles at EOS GmbH (CEO 2017–2019; Managing Director 2019–2021; CMO 2012–2017); earlier he held management positions at Siemens AG. Dr. Keppler holds a PhD in Geotechnical Engineering (Ludwig Maximilians University of Munich) and a degree in Business Administration (University of Zurich) .

Past Roles

External Roles

Board Governance

• Independence: The Board has determined Keppler is independent under Nasdaq standards; majority of the Board is independent (3 of 5) .
• Lead Independent Director: The Board appointed Dr. Keppler as lead independent director, with executive sessions conducted regularly by independent directors .
• Committee assignments:
  • Audit Committee: Member (chair is Stefan Krause) .
  • Compensation Committee: Member .
  • Nominating & Governance Committee: Member .
• Meetings and attendance:
  • 2024 Board: 4 regular, 50 special; committees: Audit (3 meetings, 3 consents), Compensation (2 meetings, 8 consents), Nominating & Governance (no meetings, no consents). Each director attended at least 75% of applicable meetings; nine directors attended the 2024 Annual Meeting .
• Risk oversight: Audit reviews financial controls, cybersecurity, and compliance; Compensation reviews human capital risks; Nominating & Governance oversees governance/ESG and board evaluations .
• Insider Trading Policy: Prohibits hedging/monetization and exchange fund contributions .
• Clawback: Compensation Recovery Policy applies to officers and certain employees (restatement-triggered recoupment up to 3 years) .

Fixed Compensation

• Program structure: Annual cash retainer $50,000; RSUs Grant Date Value $200,000 vesting quarterly; initial RSU grant prorated to next annual meeting (1-year vest). Committee retainers: Audit member $10,000; Audit chair $10,500 (in lieu of member retainer); Compensation member $6,000; Nominating & Governance member $5,000 .

Performance Compensation

• Director equity is RSU-based and time-vested; no performance metrics disclosed for non-employee director grants (no PSUs/TSR metrics indicated) .

Other Directorships & Interlocks

No related-party transactions involving Dr. Keppler are listed in “Certain Relationships and Related Person Transactions.” 2024–2025 related-party financings involved entities affiliated with the CEO and director Kenneth Thieneman, not Keppler .

Expertise & Qualifications

• Additive manufacturing leadership (former EOS CEO/MD/CMO; advisor to multiple AM firms) .
• Technical credentials: PhD in Geotechnical Engineering; business training (University of Zurich) .
• Board leadership: Lead Independent Director at Velo3D .

Equity Ownership

• Stock ownership guidelines: Not disclosed for directors in the proxy .
• Hedging/pledging: Hedging/monetization prohibited by Insider Trading Policy; no pledging disclosure specific to directors in the proxy .

Governance Assessment

• Positives:

  • Lead Independent Director role strengthens independent oversight; Keppler sits on all three key committees .
  • Board majority independence; independent directors hold executive sessions .
  • Attendance: Directors met the 75% participation threshold; very high board activity (50 special meetings) suggests engagement during a transitional year .
  • Clear related-party transaction policy and clawback framework (for officers) .

• Risk indicators and RED FLAGS:

  • Nominating & Governance Committee did not meet in 2024 despite overseeing governance/ESG and board evaluations—engagement gap in a critical committee (potential process weakness) .
  • Audit environment flagged with multiple material weaknesses in internal controls and a prior going-concern explanatory paragraph; as Audit Committee member, Keppler’s oversight is in focus while remediation progresses .
  • Ownership concentration: Entities affiliated with CEO Arun Jeldi beneficially own ~88.1% of common stock, elevating governance risk and heightening the importance of robust independent director oversight .
  • Extensive external AM affiliations (Sun Metalon, Roboze, Incus, AM-Flow) could pose perceived conflict risks if counterparties overlap with Velo3D customers/competitors; no specific related-party transactions disclosed with Keppler, but ongoing monitoring advised .

• Director pay & alignment:

  • 2024 mix skewed to cash plus time-vested RSUs; no performance-linked director equity metrics disclosed (limited pay-for-performance alignment for board compensation) .
  • Keppler’s direct ownership is modest (<1%); unvested RSUs outstanding (2,846) support some alignment but small relative stake .

• Overall implication: Keppler brings deep AM expertise and holds the lead independent role with broad committee participation, which is valuable amid control concentration and internal control remediation. Governance effectiveness will be signaled by increased Nominating & Governance Committee activity in 2025, transparent progress on control remediation under Audit oversight, and vigilant management of potential external AM interlocks to avoid conflicts .