Arun Jeldi
About Arun Jeldi
Arun Jeldi, 44, was appointed Chief Executive Officer and director of VLDX on December 24, 2024 and became Chairman of the Board in April 2025; the Board named Dr. Adrian Keppler as Lead Independent Director to offset the combined CEO/Chair role . He has led multiple manufacturing and staffing businesses over the last five years, including Arrayed Additive, and controls a large equity stake in VLDX via entities he owns; as of March 31, 2025, he was deemed to beneficially own 185,151,333 shares (88.1%) and previously held ~95% immediately post-exchange on December 24, 2024 . VLDX’s 2024 revenue declined 47.1% YoY (to $41.0M from $77.4M) and management disclosed substantial doubt about going concern, framing near‑term execution risk during his early tenure .
Revenue context (company-level):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($USD Millions) | $77.443 | $41.003 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VLDX | Chief Executive Officer; Director | Dec 2024–present | Transition leadership; certifications filed as Principal Executive Officer |
| VLDX | Chairman of the Board | Apr 2025–present | Combined Chair/CEO governance with Lead Independent Director oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indiana Healthcare Solutions LLC, DBA Ink Staffing | CEO & President | Oct 2019–present | National healthcare staffing leadership experience |
| Lite Magnesium Products Inc. | CEO & President | Dec 2020–present | Design/manufacture magnesium components for aerospace/auto |
| Crown Magnesium Inc. | CEO & President | Jun 2023–present | Magnesium extraction operations |
| Arrayed Additive, Inc. | CEO & President; sole equity holder of parent of major VLDX holder | Jun 2023–present | Additive mfg for aerospace/defense; vehicle for VLDX equity control |
Fixed Compensation
| Component | FY 2024 (actual) | FY 2025 (target) |
|---|---|---|
| Base Salary | $3,220 (partial year; appointed 12/24/24) | $425,000 per offer letter |
| Target Bonus % | — | 80% of base salary |
| Target Bonus ($) | — | $340,000 |
| Actual Bonus Paid | — | Not disclosed (performance-based; Board-determined) |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| FY 2025 CEO Annual Bonus | Not disclosed | 80% of base ($340,000) | Not disclosed (Board‑determined objectives) | Paid within 2.5 months after fiscal year, if employed at payment | At-will; objectives set by Board |
| FY 2024 Company Bonus Framework | Not specified | Company milestones + individual factors | Not disclosed for CEO (appointed late 2024) | Hybrid equity/cash program | 2023 program removed corporate performance components; 2024 reinstated milestones |
Notes:
- No outstanding CEO RSUs/options as of 12/31/2024; no individual equity grants for Jeldi disclosed in 2024 tables .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 185,151,333 common shares via Arrayed Notes Acquisition Corp./Arrayed Additive; 88.1% of outstanding as of 3/31/2025 |
| Ownership Vehicle | Record owner: Arrayed Notes Acquisition Corp.; sole equity holder: Arrayed Additive; Jeldi is CEO and sole equity holder of Arrayed Additive |
| Immediate Post-Exchange Control | ~95% ownership on 12/24/2024 after debt‑for‑equity exchange |
| Vested vs Unvested | No CEO RSUs/options outstanding at FY‑end 2024; holdings are common shares (no vesting) |
| Options (Exercisable/Unexercisable) | None disclosed for CEO at 12/31/2024 |
| Pledging/Hedging | Insider trading policy disclosed; no explicit pledging disclosure identified |
| Ownership Guidelines | Not disclosed |
| Potential Selling Pressure | Company notes registration rights for resales could pressure stock price if selling stockholders sell or intend to sell substantial amounts |
Employment Terms
| Term | Provision |
|---|---|
| Start/Appointment Dates | CEO and director effective Dec 24, 2024 ; Chairman since Apr 2025 |
| Employment Status | At-will; either party may terminate at any time |
| Base Salary | $425,000 (subject to review) |
| Target Bonus | 80% of base ($340,000) with Board‑set objectives; paid within 2.5 months after FY if employed at payout |
| Non‑compete/Non‑solicit | Non‑competition during employment; confidentiality and IP assignment required |
| Severance | Not disclosed in CEO offer letter; no severance multiples specified |
| Change‑of‑Control | Not disclosed (no single/double‑trigger terms cited for CEO) |
| Clawback | Compensation Recovery Policy compliant with listing standards; up to 3‑year recoupment of incentive‑based comp upon restatement, without regard to fault |
| Perquisites/Benefits | Eligible for standard company plans; specifics not detailed |
Board Governance
- Board/Chair roles: Jeldi is Chairman and CEO; Board appointed a Lead Independent Director (Dr. Keppler) to enhance oversight when roles are combined .
- Committees: Audit (Chair: Stefan Krause), Compensation (Keppler, Jason Lloyd), Nominating/Governance (Keppler, Lloyd). Jeldi is not a member of any committee; all committees are comprised of independent directors .
- Independence: Company highlights majority‑independent board and independent executive sessions .
- Board attendance: In 2024, directors attended ≥75% of meetings; Board met 4 times (regular) and 50 times (special), reflecting heightened oversight; committee activity detailed in proxy .
- Board service history: Director since Dec 2024; Chairman since Apr 2025 .
Related Party Transactions and Conflicts
- Debt‑for‑equity exchange: On Dec 24, 2024, VLDX issued 185,151,333 shares to Arrayed Notes Acquisition Corp. (wholly‑owned by Arrayed Additive, solely owned by Jeldi) in exchange for canceling $22.4M principal + $0.4M accrued interest; Arrayed retained $5.0M notes; post‑exchange ownership ~95% .
- Subsequent financing with director affiliations: In Jan 2025 and Feb 2025, VLDX issued $5.0M and $10.0M senior secured convertible notes to entities affiliated with director Kenneth Thieneman; interest payments disclosed (e.g., $750,000 interest paid Apr 7, 2025 on January Note) .
- Concentrated control: Risk factor notes CEO‑controlled entity able to control or significantly influence all stockholder matters .
Risk Indicators & Red Flags
- Going concern: Company disclosed substantial doubt about ability to continue as a going concern for 12 months following 10‑K filing .
- Material weaknesses in ICFR: Multiple material weaknesses identified (control environment, segregation of duties, accounting for debt/equity, inventory, contracts, financial statement presentation, and IT general controls) .
- Concentrated ownership/control: CEO‑controlled entity holds dominant stake; potential governance and liquidity overhang .
- Resale/overhang risk: Registration rights and potential significant resales by selling stockholders could depress share price .
- Dual role governance: Combined CEO/Chair role mitigated by Lead Independent Director and independent committees, but remains a governance consideration .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, CEO had minimal cash salary due to late appointment; no CEO equity awards disclosed; broader 2024 programs emphasized RSUs and hybrid equity/cash incentives for employees .
- Shift to service‑based equity: Company‑wide RSUs generally vest 25% at year 1 then quarterly thereafter; no CEO‑specific RSU/PSU program disclosed for 2024 .
- Performance metrics transparency: FY 2025 CEO bonus based on Board‑set objectives without disclosed weighting/metrics; 2024 bonuses referenced company milestones and individual factors (no specific targets/weighting) .
- Clawback: Robust restatement‑based recoupment policy adopted .
- Severance/CoC economics: No CEO severance or CoC provisions disclosed, limiting golden parachute risk .
Director Compensation (context for dual-role implications)
| Program Element | Amount/Structure |
|---|---|
| Annual Cash Retainer (Non‑Employee Directors) | $50,000; paid monthly |
| Annual RSU Grant (Non‑Employee Directors) | $200,000 grant‑date value; vests quarterly |
| Committee Retainers | Audit member $10,000; Audit Chair $10,500; Comp $6,000; Nominating/Gov $5,000 |
Note: As an employee‑director, Jeldi’s compensation is addressed under executive pay; non‑employee director fees above provide board compensation context .
Investment Implications
- Alignment and control: Jeldi’s 88%+ beneficial ownership creates strong economic alignment but also concentrated control that can limit minority influence and heighten related‑party and liquidity risks; potential resale overhang flagged by the company .
- Pay‑for‑performance visibility: Limited disclosure of CEO performance metrics/weighting and no disclosed equity grants to the CEO in 2024 reduce transparency into incentive alignment; presence of a clawback policy is a positive mitigant .
- Governance risk: Combined CEO/Chair role is partially mitigated by an active Lead Independent Director and fully independent committees, but persistent ICFR weaknesses and going concern uncertainty intensify oversight needs .
- Trading signals: Registration rights and concentrated ownership can create selling pressure; monitor Forms 4/13D amendments and any lock‑up/registration events tied to Arrayed/Additive holdings for flow‑of‑funds dynamics .