Angus Pacala
About Angus Pacala
Angus Pacala is Co-Founder, Chief Executive Officer, and Director at Ouster (OUST), age 37, with B.S. and M.S. in mechanical engineering from Stanford University . He has served as CEO and director since 2015 . Under his tenure, Ouster grew FY 2024 revenue to $111.1 million (+33% YoY) with gross profit of $40.5 million and improved operating metrics versus FY 2023 . Pay-versus-performance disclosures show cumulative TSR value of a $100 investment declining to $9.05 by 2024, contextualizing compensation outcomes with shareholder returns and net loss trajectories .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ouster, Inc. | Co-Founder, Chief Executive Officer and Director | 2015–present | Led digital lidar strategy; FY 2024 revenue grew 33% YoY to $111.1M |
| Quanergy, Inc. | Director of Engineering | 2012–2015 | Built lidar engineering leadership; informed subsequent product development at Ouster |
| Amprius, Inc. | Battery Engineer | 2011–2012 | Early energy systems experience; broadened technical foundation relevant to hardware scale-up |
External Roles
- No external public company board roles disclosed for Pacala in Ouster’s proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $324,999 | $400,000 |
Notes:
- Ouster is a smaller reporting company and provides scaled compensation disclosure .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Annual Short-Term Incentive (Cash) | Quantitative financial metrics set for 2024 | 100% of STI for CEO | 100% of base salary | Achieved 99.81% | $399,240 | Paid March 2025 |
Equity Awards (Time-based; not PSU):
| Grant Type | Grant Date | Number of Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| Restricted Stock | March 28, 2024 | 138,478 | 50% on Dec 11, 2024; 50% on Sep 11, 2025, subject to service | Unvested balance shown below at FY-end |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Amount | Detail |
|---|---|---|
| Shares owned directly | 769,957 | As of April 10, 2025 |
| Options exercisable within 60 days | 871,951 | Exercisable component counted in beneficial ownership |
| Total beneficial ownership | 1,641,908 | 3.00% of 53,792,598 shares outstanding |
| Hedging/Pledging | Hedging and similar offsetting instruments prohibited by Insider Trading Policy; no pledging disclosure noted |
Outstanding equity awards at FY-end 2024:
| Award | Vesting Start | Exercisable | Unexercisable | Strike | Expiration | Unvested Shares | FY-end Market Value |
|---|---|---|---|---|---|---|---|
| Option | 10/2/2020 | 435,976 | — | $2.13 | 10/1/2030 | — | — |
| Option | 10/2/2020 | 435,975 | — | $14.22 | 10/1/2030 | — | — |
| Restricted Stock (grant 3/28/2024) | 3/28/2024 | — | — | — | — | 69,239 | $846,101 (at $12.22) |
Vesting calendar and potential selling pressure:
| Date | Shares Vesting | Instrument | Notes |
|---|---|---|---|
| Dec 11, 2024 | ~69,239 (50%) | Restricted Stock | First tranche vested; standard tax withholding may prompt share sales by recipients (company discloses RSU tax remittances at corporate level) |
| Sep 11, 2025 | ~69,239 (remaining 50%) | Restricted Stock | Final tranche vests; potential post-vesting liquidity depending on insider trading windows |
Employment Terms
- Current severance/CIC: “None of our named executive officers are entitled to severance or other payments in connection with a termination of employment or change in control of the Company.”
- Clawback: Company adopted policy requiring clawback of certain incentive compensation upon accounting restatements per SEC/Nasdaq rules .
- Insider Trading Policy: Prohibits use of hedging instruments (collars, swaps, exchange funds, etc.) by officers/directors .
Historical CIC context (Velodyne merger filings, 2022; for reference):
| Component | Amount |
|---|---|
| Cash severance (salary continuation and 100% target bonus) | $180,000 |
| Health benefits (COBRA) | $24,000 |
| Equity acceleration (time-based awards) | $1,852,337 |
Board Governance
- Board service: Director since 2015; currently a Class II director with staggered 3-year term structure .
- Committee roles: CEO/director; not listed as a member on Audit, Compensation, or Nominating & Corporate Governance committees (these are independent directors) .
- Independence and leadership: Roles of Chair (independent, Theodore Tewksbury) and CEO are separated; Vice Chair role exists; Board holds regular executive sessions led by independent Chair—mitigates dual-role concerns for CEO-director .
- Attendance: Board held 9 meetings in FY 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all attended 2024 annual meeting .
Performance & Track Record
Company-level financial performance under Pacala’s tenure (recent period):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($000s) | 83,279 | 111,101 |
| Gross Profit ($000s) | 8,314 | 40,460 |
| Net Loss ($000s) | (374,110) | (97,045) |
Pay-versus-performance and TSR context:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO Compensation Actually Paid ($) | (21,360,073) | 598,839 | 2,295,093 |
| TSR – $100 initial investment (ending value) | 16.60 | 14.75 | 9.05 |
| Net Loss ($000s) | (138,560) | (374,110) | (97,045) |
Latest reported quarter (Q3 2025):
- Revenue $39.5M (+41% YoY; +13% QoQ); GAAP gross margin 42%; Adjusted EBITDA loss $10M; record shipments of 7,200 sensors; Q4 2025 outlook $39.5–$42.5M revenue .
- Balance sheet (Q3 2025): Cash, cash equivalents, restricted cash, and short-term investments $247M; APIC $1,225M; accumulated deficit $(977)M .
Compensation Structure Analysis
- Mix shift to time-based restricted stock (no stock options granted since 2021 per policy); 2024 CEO equity was restricted stock with two-date vesting, indicating retention focus and lower performance risk versus PSUs .
- Target bonus maintained at 100% of salary; payout at 99.81% for FY 2024 reflects strong internal target attainment despite negative TSR, highlighting potential tension between operating metrics and shareholder returns .
- Independent compensation consultant (Semler Brossy) engaged; Compensation Committee met 6 times; committee members independent and non-employee directors .
Risk Indicators & Red Flags
- Hedging prohibited; no disclosure of pledging—pledging would be a red flag if present, but not indicated in filings .
- Exculpation amendment for officers proposed to attract/retain and reduce personal liability risk for direct stockholder claims; governance trade-off to monitor .
- Significant accumulated deficit and continuing adjusted EBITDA losses (Q3 2025) present execution risk on path to profitability .
Investment Implications
- Alignment: Pacala’s 3.00% beneficial stake and large pool of exercisable options align incentives with shareholders; upcoming Sept 11, 2025 vesting for restricted stock may create near-term selling pressure depending on windows .
- Pay-for-performance: STI payout nearly at target (99.81%) indicates strong execution versus internal goals; however TSR outcomes are weak, suggesting investors should scrutinize metric selection and weightings and monitor any evolution toward market-based metrics (e.g., TSR-linked PSUs) .
- Retention risk: Current absence of severance/CIC benefits for NEOs reduces potential “golden parachute” costs but may increase executive mobility risk; Board’s exculpation initiative seeks to offset retention risk by reducing personal liability exposure .
- Execution track record: Revenue growth and margin expansion in FY 2024 and continued growth into 2025 are positives; adjusted EBITDA remains negative—focus should be on scaling software-attached sales and operating leverage to drive profitability under Pacala’s roadmap .