Stefan Krause
About Stefan Krause
Independent Class II director of Velo3D (VLDX); age 62; director since September 2021. Former CFO of Deutsche Bank AG and BMW AG; founder/CEO and Chairman of Canoo (2017–2020). MBA, Julius Maximilians University of Würzburg. Designated “audit committee financial expert”; currently Audit Committee Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canoo | Founder, Chief Executive Officer, Chairman | Dec 2017 – May 2020 | Led EV startup through early growth; governance experience as chair |
| Deutsche Bank AG | Chief Financial Officer; Management Board member | May 2002 – Dec 2015 | Global finance leadership; audit/controls expertise |
| BMW AG | Roles of increasing seniority incl. Chief Financial Officer | 1987 – tenure not specified | Automotive finance and operations leadership |
External Roles
- Served on “many boards of public companies in Europe and the U.S.” (specific current directorships not disclosed in the 2025 proxy).
Board Governance
- Independence: Board determined Stefan Krause is independent under Nasdaq standards.
- Committee assignments: Audit Committee Chair (current); member composition currently Krause (Chair), Lloyd, Keppler; designated “audit committee financial expert.”
- 2024 committee context: Audit Committee members signing 2024 report were Krause (Chair), Keppler, Idelchik.
- Board leadership: CEO/Chair combined (Arun Jeldi); Lead Independent Director is Adrian Keppler. Independent directors conduct regular executive sessions.
- Meetings and attendance (2024): Board met 4 regular and 50 special sessions; Audit 3 meetings; Compensation 2; Nominating & Governance did not meet. Each director attended at least 75% of aggregate meetings of the Board and committees served.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director program |
| Audit Committee Chair retainer | $10,500 | In lieu of Audit member retainer |
| Total cash fees (2024 actual) | $60,500.04 | Reported for Stefan Krause |
Performance Compensation (Director Equity)
| Equity Element | Grant Value/Units | Vesting/Terms |
|---|---|---|
| Standard annual RSU grant (program design) | $200,000 grant-date value | Vests in equal quarterly installments; granted at each annual meeting |
| Stefan Krause – Stock Awards (2024 reported) | $28,460 | 2024 grant-date fair value reported under FASB ASC 718 |
| Option Awards (2024) | $0 | No options granted to directors in 2024 per table |
- Performance metrics: None disclosed for director equity; RSUs are time-based (no TSR/financial targets indicated).
Other Directorships & Interlocks
- Current public company boards: Not specified in the 2025 proxy; biography notes prior service on “many boards” (no details provided).
- Interlocks/related-party context at VLDX: Not attributed to Krause personally. Board-related related-party financings involve entities affiliated with director Kenneth Thieneman (senior secured convertible notes of $5.0M on Jan 7, 2025 and $10.0M on Feb 10, 2025). Audit Committee (chaired by Krause) oversees related-party review under policy.
- Majority/control shareholder: Entities affiliated with CEO Arun Jeldi beneficially own ~88.1% of common stock, affecting governance dynamics for minority holders.
Expertise & Qualifications
- Audit/financial expertise: Designated “audit committee financial expert”; deep CFO experience at Deutsche Bank and BMW; broad public company governance background.
- Industry exposure: Automotive (BMW), financial services (Deutsche Bank), EV/technology (Canoo).
- Education: MBA, Julius Maximilians University of Würzburg.
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership | 22,505 shares | Mar 31, 2025 | <1% of outstanding |
| Ownership % of outstanding | <1% | Mar 31, 2025 | Company had 210,232,762 shares outstanding at Record Date (context) |
| Directly owned shares | 8,412 | Mar 31, 2025 | Direct holdings |
| Options exercisable within 60 days | 14,093 | Mar 31, 2025 | Included in beneficial ownership |
| Unvested RSUs outstanding | 2,846 | Dec 31, 2025 (reported in table) | “Outstanding unvested RSUs” for directors |
| Hedging/pledging | Hedging prohibited; no pledging disclosure | Policy date per 10-K ref. | Hedging/monetization prohibited by Insider Trading Policy; no pledging details disclosed |
Governance Assessment
Strengths
- Independent director with deep CFO pedigree; designated audit committee financial expert and Audit Chair, aligning skills with role.
- Active board cadence and attendance threshold met; Audit Committee met during a pivotal transition year.
- Director equity grants and quarterly vesting reinforce longer-term alignment; company prohibits hedging.
Risks and RED FLAGS
- RED FLAG: Company-level going concern emphasis in prior auditor’s report (2024) and numerous material weaknesses in internal control; oversight falls under the Audit Committee chaired by Krause.
- RED FLAG: Auditor change from PwC to Frank, Rimerman + Co. in Dec 2024; while no disagreements reported, transitions heighten oversight risk during remediation.
- RED FLAG: Highly concentrated ownership (≈88.1%) by entities affiliated with the CEO may limit minority shareholder influence; places extra importance on independent directors and committee rigor.
- Related-party financing (2025) with entities affiliated with a fellow director (Thieneman) requires robust audit committee scrutiny; policy calls for prior audit committee approval.
- Board refresh dynamics: Nominating & Governance Committee did not meet in 2024, which could signal process gaps in governance oversight; mitigate via improved cadence and reporting.
Attendance and Engagement
- Each director attended at least 75% of Board and applicable committee meetings in 2024; Board held 54 total sessions (4 regular; 50 special).
Independence and Conflicts
- Board deems Krause independent; no Krause-specific related-party transactions disclosed.
Director Compensation Structure Notes
- Cash: $50,000 base retainer; Audit Chair $10,500 (in lieu of member retainer).
- Equity: Program design targets $200,000 grant-date value in RSUs annually with quarterly vesting; Krause reported $28,460 grant-date fair value for 2024.
Policy & Safeguards
- Insider Trading Policy prohibits hedging/monetization.
- Compensation Recovery Policy in place (primarily officer-focused) for incentive-based pay upon restatement.
- Related-party transaction policy requires Audit Committee approval for transactions >$120,000.