STOCK TITAN

New Velo3D (VELO) CFO James Suva granted 135,000 RSUs and bonus package

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Velo3D, Inc. appointed James Suva as its Chief Financial Officer and principal financial and accounting officer, effective April 6, 2026. In connection with this role, he entered into an offer letter with the company effective March 5, 2026.

Under the offer, Mr. Suva will receive an annual base salary of $380,000, with a target bonus for fiscal 2026 equal to 70% of his base salary. The board’s Compensation Committee also approved a grant of 135,000 restricted stock units (RSUs) under the 2021 Equity Incentive Plan, with a grant date of April 6, 2026.

These RSUs vest over time: 25% vest on May 15, 2027, and 1/16th of the RSUs vest on each Quarterly Vest Date (February 15, May 15, August 15 and November 15) thereafter, subject to continued service. The employment term is at-will and includes customary confidentiality covenants.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $380,000 per year Annual base salary for James Suva as CFO
Target bonus percentage 70% of base salary Target bonus for fiscal 2026
RSU grant size 135,000 RSUs Equity grant under 2021 Equity Incentive Plan
Initial RSU vesting 25% of RSUs Vesting on May 15, 2027
Ongoing RSU vesting rate 1/16th of RSUs Vest on each Quarterly Vest Date after May 15, 2027
restricted stock units financial
"The Compensation Committee of the Board approved a grant to Mr. Suva of 135,000 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2021 Equity Incentive Plan financial
"restricted stock units (“RSUs”) pursuant to the Company’s 2021 Equity Incentive Plan"
Quarterly Vest Date financial
"1/16th of the RSUs will vest on each Quarterly Vest Date (as defined below) thereafter"
at-will financial
"The Offer Letter provides for a term that is at-will, with termination at the election of either party."
restrictive covenants financial
"The Offer Letter also contains customary restrictive covenants in favor of the Company relating to confidentiality."
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
false 0001825079 0001825079 2026-04-06 2026-04-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 6, 2026

 

Velo3D, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39757   98-1556965

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2710 Lakeview Court,    
Fremont, California   94538
(Address of principal executive offices)   (Zip Code)

 

(408) 610-3915

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.00001 par value per share   VELO   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed, on March 20, 2026, the board of directors (the “Board”) of Velo3D, Inc. (the “Company”) appointed James Suva as Chief Financial Officer and principal financial and accounting officer of the Company, effective April 6, 2026. In connection with his appointment as Chief Financial Officer, Mr. Suva entered into an offer letter on April 6, 2026 (the “Offer Letter”) with the Company, effective March 5, 2026. Pursuant to the terms of the Offer Letter, Mr. Suva will receive an annual base salary of $380,000 and his target bonus for fiscal 2026 will be 70% of his base salary.

 

The Compensation Committee of the Board approved a grant to Mr. Suva of 135,000 restricted stock units (“RSUs”) pursuant to the Company’s 2021 Equity Incentive Plan, with a grant date of April 6, 2026. The RSUs will vest in accordance with the following schedule: 25% of the RSUs will vest on May 15, 2027, and 1/16th of the RSUs will vest on each Quarterly Vest Date (as defined below) thereafter, subject to the terms of the applicable RSU agreement, including, without limitation, Mr. Suva’s continued service to the Company and/or any of its subsidiaries. “Quarterly Vest Date” means each of February 15, May 15, August 15 and November 15.

 

The Offer Letter provides for a term that is at-will, with termination at the election of either party. The Offer Letter also contains customary restrictive covenants in favor of the Company relating to confidentiality.

 

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
     
10.1†   Offer Letter, entered into on April 6, 2026, by and between Velo3D, Inc. and James Suva, effective March 5, 2026

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

† Portions of this exhibit (indicated with markouts) have been redacted in accordance with Item 601(a)(6) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Velo3D, Inc.
     
Date: April 6, 2026 By: /s/ James Suva
    James Suva
    Chief Financial Officer

 

 

 

 

FAQ

What executive change did Velo3D (VELO) disclose in this 8-K?

Velo3D disclosed that James Suva has been appointed Chief Financial Officer and principal financial and accounting officer, effective April 6, 2026. The filing outlines his compensation terms, equity grant, and key employment conditions under a newly executed offer letter.

What is James Suva’s base salary as Velo3D (VELO) CFO?

James Suva will receive an annual base salary of $380,000 as Velo3D’s Chief Financial Officer. This salary forms the foundation for his cash compensation and is complemented by a performance-based target bonus and an equity grant of restricted stock units.

How is Velo3D (VELO) structuring the CFO’s bonus opportunity for 2026?

For fiscal 2026, James Suva’s target bonus is set at 70% of his $380,000 base salary. This structure ties a significant portion of his cash compensation to performance, aligning his incentives with the company’s financial and operational results during the year.

What equity compensation is Velo3D (VELO) granting to its new CFO?

Velo3D is granting James Suva 135,000 restricted stock units under its 2021 Equity Incentive Plan, with a grant date of April 6, 2026. These RSUs vest over time based on a schedule tied to specific future vesting dates and continued service.

How do the Velo3D (VELO) CFO RSUs vest over time?

Of the 135,000 RSUs, 25% will vest on May 15, 2027. The remaining units vest in 1/16th increments on Quarterly Vest Dates—February 15, May 15, August 15 and November 15—subject to the terms of the RSU agreement and continued service.

Is the new Velo3D (VELO) CFO’s employment agreement fixed-term or at-will?

The offer letter with James Suva provides for at-will employment, allowing either Velo3D or Mr. Suva to terminate the relationship at their election. It also includes customary restrictive covenants in favor of the company related to confidentiality obligations.

Filing Exhibits & Attachments

5 documents