Jason Lloyd
About Jason Lloyd
Jason Lloyd, age 57, was appointed to the Velo3D (VLDX) board on April 24, 2025 and is classified as an independent director under Nasdaq standards. He is Vice President of Maritime Engineering and Design at TotalTek, with prior senior engineering leadership in the U.S. Navy and at Newport News Shipbuilding; he holds an M.S. in Mechanical Engineering (Naval Postgraduate School) and a B.S. in Mechanical Engineering (Florida State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Naval Sea Systems Command | Chief Engineer | May 2020 – June 2024 | Senior technical leadership in maritime systems |
| Newport News Shipbuilding | Commanding Officer, Supervisor of Shipbuilding | 2017 – 2020 | Oversight of shipbuilding programs |
| USS Gerald R. Ford (U.S. Navy) | First Reactor Officer | 2013 – 2016 | Nuclear propulsion leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TotalTek | Vice President, Maritime Engineering & Design | August 2024 – present | Current operating role |
Board Governance
- Independence: Board determined Jason Lloyd is independent; all board committees comprise independent directors .
- Committee assignments:
- Audit Committee member; chair is Stefan Krause .
- Compensation Committee member (with Adrian Keppler) .
- Nominating & Governance Committee member (with Adrian Keppler) .
- Board leadership: CEO Arun Jeldi is Chairman; Dr. Adrian Keppler serves as Lead Independent Director .
- Attendance: Company reports all directors met at least 75% attendance in 2024; Lloyd joined in 2025, so his attendance rate is not yet disclosed .
| Governance Element | Status/Detail |
|---|---|
| Director Independence | Independent |
| Audit Committee | Member (Chair: Stefan Krause) |
| Compensation Committee | Member |
| Nominating & Governance Committee | Member |
| Lead Independent Director | Adrian Keppler |
| Executive Sessions | Independent directors hold regular executive sessions |
| 2024 Attendance Disclosure | All directors ≥75% attendance; Lloyd appointed 2025 (attendance not disclosed) |
Fixed Compensation
- Non-employee director program components applicable to Lloyd:
- Annual cash retainer: $50,000 (paid monthly) .
- Committee retainers: Audit member $10,000; Compensation member $6,000; Nominating & Governance member $5,000; Audit chair retainer is $10,500 in lieu of member retainer (Lloyd is not chair) .
- Annual RSU grant: $200,000 grant-date value, granted at annual meeting; vests in equal quarterly installments, subject to service .
- Initial RSU for new directors: prorated grant-date value from grant to next annual meeting; vests on first anniversary, subject to service .
| Component | Terms | Amount |
|---|---|---|
| Cash Retainer | Annual non-employee director retainer | $50,000 |
| Audit Committee Retainer | Member retainer (not chair) | $10,000 |
| Compensation Committee Retainer | Member retainer | $6,000 |
| Nominating & Governance Retainer | Member retainer | $5,000 |
| Annual Equity | RSUs (time-based, quarterly vesting) | $200,000 grant-date value |
| Initial Equity (New Director) | RSUs (prorated; 1-year cliff vest) | Prorated to next annual meeting |
Performance Compensation
- Director equity awards are time-based RSUs; no director-specific performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for directors .
| Metric Type | Metric | Applied to Director Awards | Notes |
|---|---|---|---|
| Equity Performance | Company financial/TSR/ESG metrics | Not disclosed for directors | RSUs vest based on service time |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Jason Lloyd .
- Interlocks/relationships: Lloyd was recommended for appointment by CEO/Chairman Arun Jeldi .
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No public company boards disclosed |
Expertise & Qualifications
- Mechanical engineering background with maritime and nuclear propulsion leadership; senior roles at Naval Sea Systems Command and Newport News Shipbuilding .
- Education: M.S., Mechanical Engineering (Naval Postgraduate School); B.S., Mechanical Engineering (Florida State University) .
| Category | Detail |
|---|---|
| Technical Expertise | Maritime engineering; nuclear propulsion oversight |
| Leadership Experience | U.S. Navy and shipbuilding program leadership |
| Education | M.S. Mechanical Engineering (Naval Postgraduate School); B.S. Mechanical Engineering (Florida State University) |
Equity Ownership
- Beneficial ownership: As of March 31, 2025, Lloyd held no common shares, RSUs, or options .
- Pledging/Hedging: Company Insider Trading Policy prohibits hedging and monetization transactions; no pledging disclosures for Lloyd .
| Ownership Element | Amount |
|---|---|
| Common Shares Owned | 0 |
| RSUs (Unvested) | 0 |
| Options (Exercisable/Unexercisable) | 0 / 0 |
| Ownership % of Outstanding | <1% |
| Shares Pledged | Not disclosed; policy prohibits hedging |
Governance Assessment
- Board effectiveness: Lloyd strengthens independent oversight across all three committees (audit, compensation, nominating), bringing rigorous engineering leadership from defense and shipbuilding .
- Independence and alignment: Independent status and lack of current equity holdings reduce self-interest bias; programmatic RSUs and cash retainers provide standard alignment mechanisms, but initial absence of share ownership limits “skin-in-the-game” until grants vest .
- Risk context and oversight demands: VLDX disclosed material weaknesses in internal control over financial reporting and prior going concern doubt, intensifying audit committee responsibilities; Lloyd’s audit committee role is critical to remediation and credibility with investors .
- Related-party environment: CEO/Chairman Jeldi beneficially controls ~88.1% of voting power via Arrayed Notes Acquisition Corp.; significant related-party financings with director Kenneth Thieneman entities were executed in early 2025. While no Lloyd-specific conflicts are disclosed, the board’s independent committee structure and related-party transaction policy must be actively applied to maintain investor confidence .
RED FLAGS
- Material weaknesses in multiple financial reporting areas and IT general controls; prior auditor issued going concern explanatory paragraph .
- Concentrated control (~88.1% voting power) by CEO/Chairman Jeldi may constrain minority shareholder influence despite independent committees .
- Recent related-party financing transactions with a sitting director’s affiliates elevate perceived conflict risk; robust audit committee oversight and disclosure are essential .
Positive Signals
- Lloyd serves on all key committees and is independent, supporting checks-and-balances; board maintains lead independent director and regular executive sessions .
- Director compensation structure mixes cash with time-based equity, providing standard alignment without complex performance metric gaming .
- Company has adopted clawback policy and prohibits hedging, consistent with governance best practices .