Darien Spencer
About Darien Spencer
Darien Spencer is Chief Operating Officer of Ouster (OUST), serving as COO since February 2023 after leading Ouster’s global operations as EVP from July 2017 to January 2023 . He is 61 years old and has deep operations and supply chain leadership experience from prior roles at Enphase Energy, Jabil, Optisolar/Novasolar, and Maxtor/Seagate . Company-level pay-versus-performance disclosure shows Ouster’s cumulative TSR fell to $9.05 on a $100 base over 2022–2024 and net loss was $97.0M in 2024, underscoring continued profitability challenges during his tenure as COO (company metric, not individual) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ouster | Executive Vice President, Global Operations | 2017–2023 | Led global manufacturing/operations through Velodyne merger integration . |
| Enphase Energy | EVP Operations & Chief Procurement Officer | 2013–2017 | Scaled supply chain/procurement for energy tech manufacturing . |
| Jabil Circuit | GM, Business Units & Automation | 2012–2013 | Drove operations/automation within a major EMS provider . |
| Optisolar / Novasolar | Co‑Founder; Chief Operating & Procurement Officer | 2007–2012 | Built greenfield solar ops/procurement platform . |
| Maxtor / Seagate | SVP Asia Operations | 2005–2007 | Ran Asia HDD operations pre/post Seagate acquisition . |
External Roles
- No public company board or external directorships disclosed .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 286,828 | 324,904 (committee raised to $350,000 effective Apr 1, 2023; temporary 10% cut in Q3 later reversed) |
| Target Bonus (% of salary) | — | 50% (target set March 2023) |
| Actual Bonus Paid ($) | — | 187,673 (company metrics achieved at 109%; paid April 2024) |
Notes:
- In 2023, executive target bonuses were revised mid‑year and later retroactively restored; company metrics were deemed achieved at 109% .
Performance Compensation
| Plan Year | Metric(s) | Weighting | Target | Actual/Outcome | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 STI (cash) | Company financial metrics (revised May 2023) | Not disclosed | 50% of base salary | 109% achievement determined in early 2024 | $187,673 (paid April 2024) | Cash, April 2024 |
Additional company datapoint: For 2024, Ouster reported 99.81% achievement for executive financial metrics (applies to 2024 NEOs; Spencer was not a 2024 NEO) .
Equity Ownership & Alignment
- Beneficial ownership: 220,713 shares (<1%) as of April 15, 2024 .
- Hedging/derivatives prohibited: Insider Trading Compliance Policy bans hedging instruments (e.g., prepaid forwards, swaps, collars, exchange funds) for directors/officers/employees .
- Clawback: Company has a Dodd‑Frank compliant clawback for erroneously awarded incentive compensation .
- Pledging: No specific disclosure on pledging; not mentioned in the policy excerpt .
- Ownership guidelines: Not disclosed for executives in the proxy – –.
Outstanding unvested equity (as of Dec 31, 2023):
| Grant/Instrument | Unvested Amount | Vesting Terms | CIC/Severance Treatment |
|---|---|---|---|
| RSUs granted 3/16/2023 | 91,000 units | Quarterly over 4 years, service‑based | 100% acceleration if terminated without cause/for good reason within 90 days before or 12 months after a change in control |
| RSUs granted 3/11/2022 | 11,458 units | Quarterly over 3 years, service‑based | Same double‑trigger CIC acceleration (Velodyne merger qualified) |
| RSUs granted 8/10/2022 | 9,057 units | Quarterly over 3 years, service‑based | Same double‑trigger CIC acceleration |
| RSUs granted 3/15/2021 | 3,428 units | Quarterly over 4 years, service‑based | Not specifically stated beyond standard vesting |
Context on equity program:
- Ouster has not granted stock options since 2021; equity shifted to RSUs/restricted stock across executives .
Employment Terms
- Ouster tenure: EVP Global Operations (2017–Jan 2023); COO since Feb 2023 .
- Employment agreement/severance: 2024 proxy states NEO agreements (including Spencer as a 2023 NEO) did not provide ongoing severance or CIC benefits; however, all NEOs became eligible for temporary severance/CIC protection tied to the Velodyne merger for 12 months post‑close (through Feb 10, 2024): 12 months base salary, annual target bonus, 12 months COBRA, and full vesting acceleration if terminated without cause or resigned for good reason in that window .
- Current NEOs (2024 set: CEO, CTO, GC) had no severance/CIC benefits per 2025 proxy; Spencer was not listed among 2024 NEOs, and no separate current severance for him is disclosed .
Additional Governance and Shareholder Feedback
- Say‑on‑pay support: ~94% in 2023; ~98% in 2024 (advisory approvals) .
- Equity plan oversight: Compensation Committee retained Semler Brossy in 2024; anti‑hedging and clawback policies in force .
Performance & Track Record (Company‑level reference)
- Pay‑versus‑performance: Ouster’s TSR value on a $100 initial investment (from end‑2021) declined to $9.05 in 2024; net loss was $97.0M in 2024 and $374.1M in 2023, framing a challenging backdrop for operating leaders (company metrics) .
Investment Implications
- Alignment and at‑risk mix: Spencer’s 2023 comp blended cash with substantial RSUs ($1.10M grant‑date value), consistent with the company’s shift away from options since 2021; clawback and anti‑hedging provisions enhance alignment .
- Retention vs. dilution: Multiple unvested RSU tranches (2021–2023) vesting over 3–4 years create continued retention hooks, but also represent share supply upon vest; actual sell‑through behavior is unknown from proxies alone .
- Severance/CIC structure: The heightened CIC/severance coverage for NEOs (including Spencer) tied to the Velodyne merger expired in Feb 2024, reducing potential “golden parachute” exposure; current disclosures show no standing severance program for NEOs, implying tighter pay‑for‑performance posture and potentially higher voluntary‑turnover risk if market alternatives arise .
- Execution risk: Company‑level TSR and losses highlight execution headwinds; the operations function (Spencer’s remit) remains central to scaling manufacturing and cost controls, but pay outcomes (e.g., 2023 STI 109% achievement) indicate the board rewarded progress against internally set financial metrics despite broader TSR pressure .
Monitoring suggestion: Track Form 4 filings for Spencer around quarterly vest dates to gauge selling pressure; proxy statements do not provide trading behavior detail. Also monitor future proxies for any changes to severance/CIC frameworks or executive ownership guidelines.
Sources: Ouster DEF 14A 2025 ; Ouster DEF 14A 2024 .