Kenneth Thieneman
About Kenneth Thieneman
Kenneth Thieneman (age 59) is Founder, President and Chief Executive Officer of Thieneman Construction, Inc. and was appointed to Velo3D’s Board on April 24, 2025; he serves as a Class II director with a term expiring at the 2026 annual meeting . He holds a B.S. in engineering and management from Purdue University and is co‑inventor of Algaewheel, a wastewater treatment technology with patents in twenty countries, where he serves as VP Operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bowen Engineering | Vice President | 1997–1999 | Industrial water/CCR construction leadership |
| Algaewheel | Co‑inventor; VP Operations | Since 2005 | Commercialization of algal wastewater technology (20-country patent footprint) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thieneman Construction, Inc. | Founder, President & CEO | Since April 1999 | Self-performing environmental contractor focused on water/wastewater |
| Thieneman Homes | Founder | Established 2000 | Private company |
| Thieneman Properties, LLC | Founder/Owner (30% interest) | Established 2007 | Lending counterparty to Velo3D (see related-party section) |
Board Governance
- Independence: The Board determined three of five directors (Keppler, Krause, Lloyd) are independent; by implication Mr. Thieneman is not independent. All Board committees are composed of independent directors .
- Committee assignments: None; he is not listed on Audit, Compensation, or Nominating & Governance committees .
- Board leadership: CEO Arun Jeldi is Chair; Dr. Adrian Keppler is Lead Independent Director .
- Tenure on Board: Appointed April 24, 2025; Class II term expires at 2026 annual meeting .
- Attendance: 2024 attendance data (all directors ≥75%) predates his appointment; no individual attendance disclosed for him yet .
Committee assignment snapshot
| Committee | Member | Chair |
|---|---|---|
| Audit | — | — |
| Compensation | — | — |
| Nominating & Governance | — | — |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | Paid monthly to non‑employee directors |
| Audit Committee Member | $10,000 | Additional annual retainer |
| Audit Committee Chair | $10,500 | In lieu of member retainer |
| Compensation Committee Member | $6,000 | Additional annual retainer |
| Nominating & Governance Committee Member | $5,000 | Additional annual retainer |
- New non‑employee directors also receive a prorated initial RSU award upon joining; he will be compensated per the Company’s standard non‑employee director policy .
Performance Compensation (Director Equity)
| Equity Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU | $200,000 | Vests in equal quarterly installments, service‑based | None disclosed for directors (time‑based RSUs) |
| Initial RSU (new directors) | Prorated to next AGM | Vests on first anniversary, service‑based | None disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy and 8‑K list operating company roles but no other public company directorships for Mr. Thieneman . |
Expertise & Qualifications
- Founder/CEO experience scaling an environmental infrastructure contractor (water/wastewater), bringing operational and financial oversight expertise .
- Technology commercialization background as co‑inventor and VP Operations at Algaewheel (international IP footprint) .
- Engineering and management educational foundation (Purdue University) .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | RSUs Vesting (≤60 days) | % Outstanding | Notes |
|---|---|---|---|---|---|
| Kenneth Thieneman | 0 | 0 | 0 | * (<1%) | Appointed 4/24/25; “does not hold any shares or RSUs” as of 3/31/25 |
- Hedging/monetization prohibited under the Company’s Insider Trading Policy (applies to directors) .
- Clawback policy adopted (Compensation Recovery Policy) consistent with listing standards .
Related‑Party Transactions (Conflict Risk)
| Date | Counterparty (Ownership by Thieneman) | Instrument | Principal | Interest/Payments | Status |
|---|---|---|---|---|---|
| Jan 7, 2025 | Thieneman Properties, LLC (30% interest) | Senior Secured Convertible Promissory Note | $5,000,000 | $750,000 interest paid on Apr 7, 2025 covering first three months | $5,000,000 outstanding as of Apr 30, 2025 |
| Feb 10, 2025 | Thieneman Construction, Inc. (87.4% interest) | Senior Secured Convertible Promissory Note (two $5M tranches) | $10,000,000 | Approx. $3,000,000 annually; no interest paid as of Apr 30, 2025 | $10,000,000 outstanding as of Apr 30, 2025 |
- Policy requires Audit Committee (or independent directors) approval/oversight of related‑party transactions exceeding $120,000 .
Governance Assessment
- Independence and committees: Mr. Thieneman is not counted among the Board’s independent directors and holds no committee assignments; all committees are staffed by independent directors, which mitigates direct influence over audit/compensation/governance processes .
- Alignment: As of March 31, 2025, he held no Velo3D equity, reducing immediate “skin‑in‑the‑game” alignment; standard director RSU grants are time‑based (not performance‑conditioned) .
- RED FLAGS: Significant creditor to the Company via two secured convertible notes through entities he controls/owns, creating potential conflicts and perceived independence impairment despite committee safeguards .
- Board context: Lead Independent Director structure in place; however, CEO‑affiliated entity controls ~88.1% of outstanding shares, concentrating voting power and potentially constraining minority shareholder influence and board challenge capacity .
- Controls and oversight backdrop: Prior disclosures cite material weaknesses in internal control over financial reporting and a going‑concern explanatory paragraph in the prior auditor’s report, underscoring the importance of robust, independent audit oversight (Mr. Thieneman is not on Audit Committee) .