Ernest E. Maddock

About Ernest E. Maddock

Ernest E. Maddock (age 67) has served as an independent director of Ouster since February 2023. He is a veteran CFO and public company director with deep semiconductor operating and finance experience, including CFO roles at Micron Technology (2015–2018), Lam Research (2008–2013; various roles 1997–2013), and Riverbed Technology (2013–2015), and holds a BS in Industrial Management (Georgia Tech) and an MBA in Finance (Georgia State). Current public boards include Ultra Clean Holdings (since 2018), Avnet (since 2021), and Teradyne (since 2022); prior public board service includes Intersil (2015–2017) .

Past Roles

External Roles

Board Governance

• Committee assignments (2024–2025): Audit Committee Chair; Compensation Committee member . The Audit Committee met 5 times in FY2024; the Compensation Committee met 6 times in FY2024 .
• Independence and financial expertise: The Board determined Audit members, including Mr. Maddock, are independent under Nasdaq rules and each is an “audit committee financial expert” under SEC rules (Mr. Maddock serves as Chair) . The Board previously affirmed that Mr. Maddock’s simultaneous service on more than three other public company audit committees does not impair his effectiveness on Ouster’s Audit Committee .
• Attendance: The Board held 9 meetings in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
• Governance practices: Ouster maintains an anti-hedging policy and prohibits pledging/margining of company securities; policies apply to directors . Ouster adopted a clawback policy effective Oct 2, 2023 in line with SEC/Nasdaq rules .

2025 Annual Meeting Voting Outcomes (context)

Note: Mr. Maddock received materially higher withhold votes versus other Class I nominees, a potential investor-sentiment signal .

Fixed Compensation

• Program structure (2024 amendment): Annual cash retainer $40,000; Audit Chair +$20,000; Compensation member +$6,000; Board Chair +$60,000; Lead Director/Vice Chair +$60,000. Directors may elect to receive retainers in fully-vested RSUs; elections generally made by Dec 31 prior year .
• Mr. Maddock’s FY2024 cash fees reflect his roles: $66,000 (base + Audit Chair + Compensation member) .

Performance Compensation

• Equity design (non-employee directors): Upon initial appointment: RSUs equal to $300,000 (vesting quarterly over 3 years) plus a pro-rated annual RSU for the period to the next AGM; ongoing annual RSUs of $175,000 vest quarterly until the next AGM; directors may defer settlement; all director equity vests immediately prior to a change in control .
• FY2024 equity grant value for Mr. Maddock: $154,989 (grant-date fair value under ASC 718) . FY2023 equity grant value: $284,969 .
• Options: Non-employee directors held no options or other equity awards subject to vesting as of Dec 31, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expert: Designated “audit committee financial expert” under SEC rules .
• Functional expertise: Decades of semiconductor finance/operations; three public company CFO tenures .
• Education: BS, Industrial Management (Georgia Tech); MBA, Finance (Georgia State) .

Equity Ownership

• Beneficial ownership: 65,322 shares as of April 10, 2025 (<1% of 53,792,598 shares outstanding) .
• Director RSUs outstanding (unvested) at year-end: | Metric | 12/31/2023 | 12/31/2024 | |---|---:|---:| | Unvested RSUs outstanding (units) | 7,450 | 7,598 |
• Pledging/hedging: Company policy prohibits hedging transactions and pledging/margining of company securities by directors .

Governance Assessment

• Strengths
  • Deep public-company CFO experience and designated audit committee financial expert; chairs Audit Committee, supporting financial reporting oversight and ERM (including cybersecurity) .
  • Independent director; committee independence confirmed under Nasdaq rules .
  • Director equity primarily time-based RSUs with quarterly vesting; change-in-control acceleration disclosed; option to take fees in RSUs enhances alignment .
  • Clawback policy adopted; anti-hedging/pledging policy in place .
• Watchpoints/Red Flags
  • 2025 re-election received 13,337,799 FOR vs. 7,642,870 WITHHELD, materially weaker support than fellow Class I nominees (~19.8M FOR, ~1.1M WITHHELD), signaling potential investor concerns (e.g., workload, performance, governance stance) .
  • Board explicitly acknowledged his simultaneous service on more than three other public company audit committees, concluding it does not impair effectiveness—still a workload/overboarding risk to monitor .
• Engagement/Attendance
  • Board met 9 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during service periods .
• Compensation Structure Signals
  • Cash retainers modest; additional fees tied to committee leadership (Audit Chair) and service; equity moved via RSUs rather than options; no director performance-vested equity disclosed .

No related-person transactions or pledging by Mr. Maddock were disclosed in the proxy and 10-K sections reviewed; policies prohibit hedging/pledging by directors .