Kenneth P. Gianella
About Kenneth P. Gianella
Kenneth P. Gianella was appointed Chief Financial Officer of Ouster on April 25, 2025, effective May 19, 2025; he succeeded interim CFO Chen Geng, who returned to Senior Vice President, Strategic Finance & Treasurer . Gianella previously served as CFO (and later COO) at Quantum Corporation (2023–2025), and held senior finance roles at Itron, Silver Spring Networks (including interim CFO), Sensity Systems, and KLA-Tencor; he holds an MBA from the University of Pittsburgh and a B.S. in Business Administration from Duquesne University . As context around his tenure start, Ouster reported Q1 2025 revenue of $33 million and guided Q3 and Q4 2025 revenue to $35–38 million and $39.5–42.5 million, respectively, while improving GAAP gross margin to 45% in Q2 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quantum Corporation (Nasdaq: QMCO) | Chief Financial Officer; Chief Operating Officer | 2023–2025 | Led finance and operations at a data management solutions provider for AI and unstructured data |
| Itron, Inc. (Nasdaq: ITRI) | VP, Investor Relations; Mergers, Divestitures & Acquisitions; ESG Strategy; VP Finance & Treasury, Networks segment | 2018–2023 | Directed IR, M&A, ESG strategy, and segment finance/treasury at an energy and water networks company |
| Silver Spring Networks (acquired by Itron) | Interim CFO; SVP Finance & Treasurer; other senior finance roles | 2012–2017 | Corporate finance leadership at IoT/smart networks firm through acquisition |
| Sensity Systems | Head of Finance & Administration | — | Finance leadership at smart LED/Smart Cities company |
| KLA-Tencor | Senior finance roles | — | Finance roles at semiconductor process control/yield management leader |
External Roles
No public company directorships or committee roles disclosed for Gianella .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base Salary | $375,000 per year |
| Annual Bonus Target | 65% of base salary; based on corporate and individual goals set by Board/Comp Committee |
| First-Year Bonus Guarantee | At least target bonus paid for first year of employment (minimums: $150,000 for 2025; $93,750 for 2026 partial year) |
| Sign-on Bonus | $100,000, paid in two $50,000 installments (on start date and at 6 months); subject to 1-year clawback and repayment if resignation or termination for cause within first year |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Performance Bonus (CFO) | Not disclosed | 65% of base salary | First year guaranteed at least target; subsequent years based on corporate/individual goals | Paid per plan; earned must be employed through Dec 31 of year; paid by Mar 15 following year | Annual (payment timing as noted) |
| RSUs (Initial Grant) | Equity | 300,000 units | N/A | N/A | Vesting commencement on nearest quarterly date (Mar 11/Jun 11/Sep 11/Dec 11) to start date; 1/3 vests at first anniversary, remainder vests in eight equal quarterly installments thereafter (full vest by third anniversary) |
Company bonus design precedent: Ouster’s 2024 executive bonus plan was based on pre-set quantitative financial goals; payout achievement was 99.81% for 2024 NEOs, indicating formulaic pay-for-performance design .
Equity Ownership & Alignment
- Initial RSU grant of 300,000 units with three-year vesting cycle as noted above .
- Beneficial ownership: Gianella was not listed in the April 10, 2025 beneficial ownership table (pre-start), so no holdings were reported at that date .
- Hedging policy: Ouster prohibits directors, officers, and employees from hedging company stock via derivatives (e.g., prepaid forwards, equity swaps, collars, exchange funds), supporting alignment with shareholders .
- Clawback policy: Ouster has adopted an SEC/Nasdaq-compliant clawback for erroneously awarded incentive compensation tied to accounting restatements .
- Pledging: No explicit disclosure of pledging restrictions beyond the hedging prohibitions .
Employment Terms
| Term | Details |
|---|---|
| Employment Start & Role | Appointed April 25, 2025; CFO effective May 19, 2025 |
| Reporting & Location | Reports to CEO; primary work location at Ouster HQ (San Francisco); travel as needed |
| At-Will Employment | Explicit at-will status; termination definitions governed by offer letter terms |
| Severance (non–change-in-control covered termination) | 12 months base salary; prorated annual target bonus; 12 months COBRA at company expense; release required |
| Change-in-Control (double trigger) | If covered termination occurs during CoC period: 12 months base salary; full annual target bonus; 12 months COBRA; full acceleration of unvested equity; release required |
| Related Party / Family | No family relationships; no related party transactions requiring disclosure |
Compensation Structure Analysis
- Mix and risk: Package blends fixed salary with at-risk bonus and multi-year RSU vesting; RSUs dominate long-term incentives, consistent with Ouster’s shift away from options since 2021 .
- First-year certainty: Guaranteed first-year bonus minimizes near-term retention risk and provides onboarding stability; clawback on sign-on bonus mitigates turnover risk within year one .
- Governance support: Ouster’s 2024 say-on-pay approval was ~98%, signaling strong investor support for the executive pay framework in place (pre-dating Gianella’s appointment) .
- Compensation oversight: Independent Compensation Committee chaired by Susan Heystee engaged Semler Brossy as consultant in 2024, indicating established pay governance processes .
Performance & Track Record
- Finance and operational leadership: CFO/COO at Quantum and senior finance leadership at Itron and Silver Spring Networks, including M&A and ESG strategy responsibilities; broad capital markets and corporate finance experience .
- Company operating backdrop at appointment: Ouster reported Q1 2025 revenue of $33M with GAAP gross margin at 41%; guided Q3/Q4 2025 revenue to $35–38M and $39.5–42.5M, respectively, and achieved GAAP gross margin of 45% in Q2 2025, reflecting improving operating leverage around Gianella’s start date .
Investment Implications
- Alignment: Three-year RSU vesting and hedging prohibitions support equity alignment; clawback policy enhances accountability .
- Retention: Guaranteed first-year bonus and double-trigger CoC protections reduce near-term attrition risk and secure continuity through strategic initiatives .
- Dilution/overhang: 300,000 RSU grant adds to equity overhang; Ouster has historically managed equity programs via RSUs and plan share increases approved by shareholders, indicating ongoing use of equity as currency for talent and retention .
- Governance: Robust Compensation Committee processes and strong say-on-pay support lower governance risk related to executive compensation .
Citations:
Appointment, background, and offer letter terms: **[1816581_0001193125-25-103773_d871291d8k.htm:1]** **[1816581_0001193125-25-103773_d871291d8k.htm:3]** **[1816581_0001193125-25-103773_d871291dex101.htm:1]** **[1816581_0001193125-25-103773_d871291dex101.htm:2]** **[1816581_0001193125-25-103773_d871291dex101.htm:10]**
Hedging and clawback policies; option usage: **[1816581_0001140361-25-016007_ny20047457x2_def14a.htm:27]**
2024 bonus design and payout achievement: **[1816581_0001140361-25-016007_ny20047457x2_def14a.htm:32]**
Beneficial ownership table (absence pre-start): **[1816581_0001140361-25-016007_ny20047457x2_def14a.htm:40]**
Comp Committee and consultant: **[1816581_0001140361-25-016007_ny20047457x2_def14a.htm:30]**
Say-on-pay support: **[1816581_0001140361-25-016007_ny20047457x2_def14a.htm:18]**
Operating context/performance: **[1816581_fe1f5f78d11b41f38aff6647144ea943_1]** **[1816581_a307ef397fa445b5976c100aa2425328_1]** **[1816581_a96de90266e54b86a8bb80db86d90ea7_1]**
Equity overhang context (plan capacity and usage): **[1816581_0001193125-24-114352_d800696ddef14a.htm:31]**