Mark Frichtl
About Mark Frichtl
Mark Frichtl (age 36) is Ouster’s Co‑Founder and Chief Technology Officer, a role he has held since June 2015; he holds a B.S. in Engineering Physics and an M.S. in Mechanical Engineering from Stanford University . Company performance under his tenure recently improved: FY2024 revenue rose 33% to $111.1M, GAAP gross margin expanded to 36% (from 10% in FY2023), and adjusted EBITDA loss narrowed to $41.8M from $83.8M . Ouster’s pay‑versus‑performance disclosure shows a cumulative $100 TSR value of 9.05 for 2024 (14.75 in 2023; 16.60 in 2022), and net loss improved to $97.0M in 2024 (from $374.1M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apple, Inc. | Technologies Development Engineer | Apr–May 2015 | Short stint; exposure to large‑scale hardware development |
| Quanergy, Inc. | Engineer | 2013–2015 | Early lidar engineering experience relevant to Ouster’s product roadmap |
External Roles
No public company directorships or external board roles disclosed for Frichtl in the latest proxies .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | 344,998 | 400,000 |
| Target Bonus (%) | 50% of salary | 50% of salary |
| Actual Bonus Paid ($) | 188,354 | 199,620 (99.81% of financial metric achievement) |
| Stock Awards Fair Value ($) | 368,400 | 733,013 |
| All Other Compensation ($) | 8,261 | 4,307 |
| Total Compensation ($) | 910,013 | 1,336,940 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash STI (2024) | Company financial metrics (aggregate) | Not disclosed | 50% of $400,000 salary | 99.81% achievement; $199,620 payout in Mar 2025 | Cash (paid Mar 2025) |
| Restricted Stock (Grant 3/2024) | Time‑based | — | 92,319 shares | Grant‑date fair value $733,013 | 50% on Dec 11, 2024; 50% on Sep 11, 2025 (remaining 46,160 unvested at 12/31/24) |
| Stock Options (Legacy) | N/A (time vest; fully exercisable) | — | Two tranches | 316,434 at $2.13; 316,433 at $14.22; both expire 10/1/2030 | Options currently exercisable |
Notes and policies affecting incentives:
- Adjusted EBITDA is used by the Board and management as a compensation performance metric at the company level (non‑GAAP metric referenced in investor materials) .
- Clawback policy requires recovery of certain incentive‑based comp upon an accounting restatement per SEC/Nasdaq rules .
- Insider Trading Compliance Policy prohibits hedging transactions; equity award timing is disciplined and not timed around MNPI; no new options have been granted since 2021 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 1,145,988 (513,121 common; 632,867 options exercisable within 60 days) |
| Ownership as % of Shares Outstanding | 2.11% (based on 53,792,598 shares at 4/10/2025) |
| RS/RSU Unvested as of 12/31/2024 | 46,160 restricted stock; market value $564,075 at $12.22 close |
| Options — Exercisable | 316,434 (strike $2.13, exp. 10/1/2030) |
| Options — Exercisable | 316,433 (strike $14.22, exp. 10/1/2030) |
| Shares Pledged as Collateral | Not disclosed in proxy; hedging transactions prohibited by policy |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | Co‑Founder; CTO since June 2015 |
| Severance / Change‑of‑Control (Current) | None — “None of our named executive officers are entitled to severance or other payments in connection with a termination of employment or change in control” |
| Historical Merger‑Related Eligibility | 2024 proxy disclosed NEO eligibility for merger‑related severance/change‑in‑control benefits tied to the Velodyne merger window (within 12 months post‑closing); that window has elapsed |
| Clawback Policy | Adopted per SEC/Nasdaq; applies to certain incentive‑based comp upon restatement |
| Hedging/Pledging | Hedging prohibited; pledging policy not explicitly stated in proxy |
| Equity Award Timing | Granted at regular Compensation Committee meetings; no options granted since 2021 |
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($000s) | 83,279 | 111,101 |
| GAAP Gross Margin (%) | 10% | 36% |
| Net Loss ($000s) | (374,110) | (97,045) |
| Adjusted EBITDA Loss ($000s) | (83,795) | (41,811) |
TSR context (Pay‑vs‑Performance disclosure):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| $100 Initial Investment – TSR Value ($) | 16.60 | 14.75 | 9.05 |
| Net Loss ($000s) | (138,560) | (374,110) | (97,045) |
Compensation Committee, Say‑on‑Pay, and Governance Signals
- Committee and consultant: Compensation Committee members in 2025 were Susan Heystee (Chair), Ernest E. Maddock, and Stephen A. Skaggs; Semler Brossy served as compensation consultant in 2024 .
- Say‑on‑Pay support: Approximately 98% of votes cast supported NEO compensation at the 2024 annual meeting (strong shareholder approval) .
- Equity plan discipline: Burn‑rate/overhang analyses and multi‑plan share pools are managed; no new option grants since 2021 .
Investment Implications
- Pay‑for‑performance alignment: Frichtl’s 2024 bonus paid at 99.81% achievement against financial goals coincided with revenue growth (+33%), margin expansion (GAAP GM 36%), and materially lower adjusted EBITDA loss, supporting near‑term alignment between incentives and operating execution .
- Retention risk and selling pressure: Near‑term vesting of 46,160 restricted shares on Sep 11, 2025 could create limited incremental liquidity; legacy options (two tranches) are already exercisable and expire in 2030, moderating near‑term forced selling risk .
- Skin‑in‑the‑game: 2.11% beneficial ownership (incl. exercisable options) reflects meaningful alignment; no pledging disclosed and hedging is prohibited, which reduces red‑flag alignment concerns .
- Downside safeguards: No current severance/change‑of‑control entitlements in 2025 lessen entrenchment risk; robust clawback policy strengthens governance discipline around incentive outcomes .