Megan Chung
About Megan Chung
Megan Chung is General Counsel and Secretary of Ouster, serving in this role since February 2023; she previously was Deputy General Counsel from July 2021 to February 2023, is 51 years old, and holds a J.D. from UC Davis and B.A./M.A. from Stanford University . Her background centers on complex intellectual property counseling, litigation, and portfolio management from her tenure as a Partner and San Diego Office Managing Partner at Kilpatrick Townsend & Stockton LLP (2014–2021) . Company performance disclosures show total shareholder return (TSR) on a fixed $100 investment of $16.60 (2022), $14.75 (2023), and $9.05 (2024), alongside net losses improving from $(374.1) million in 2023 to $(97.0) million in 2024, providing context for pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ouster, Inc. | Deputy General Counsel | Jul 2021 – Feb 2023 | Established core legal/IP processes pre- and post-Velodyne merger |
| Kilpatrick Townsend & Stockton LLP | Partner | 2014 – Jul 2021 | Led complex/technical IP counseling, litigation, portfolio management |
| Kilpatrick Townsend & Stockton LLP | Office Managing Partner (San Diego) | Oct 2019 – Jul 2021 | Operational leadership of San Diego office |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 350,000 |
| Target Bonus (%) | 50% of salary |
| Actual Bonus Paid ($) | 174,668 (paid Mar 2025) |
| All Other Compensation ($) | 9,923 (401k match) |
Performance Compensation
| Incentive Type | Metric | Target | Actual/Achievement | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Short-Term Incentive (Cash) | Company financial metrics (specific metrics not disclosed) | 50% of salary | 99.81% achievement | 174,668 | Paid Mar 2025 |
| RSUs (fully vested grant) | Time-based | N/A | N/A | Fair value included in Stock Awards | 15,000 RSUs fully vested (Mar 2024 grant) |
| Restricted Stock (Mar 2024 grant) | Time-based | N/A | 50% vested Dec 11, 2024; remaining 50% scheduled Sep 11, 2025 | Fair value included in Stock Awards | 60,930 shares granted; 50% vesting milestones |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 97,595.8 as of April 10, 2025 |
| Ownership as % of Shares Outstanding | <1% (53,792,598 shares outstanding as of April 10, 2025) |
| Vested vs. Unvested (as of Dec 31, 2024) | Unvested units/shares: 80,898 (RSUs/Restricted Stock aggregate) |
| Options (Exercisable / Unexercisable) | None disclosed for Ms. Chung |
| Shares Pledged | No pledging disclosure; Insider Trading Policy prohibits hedging transactions (e.g., swaps, collars, exchange funds) |
| Stock Ownership Guidelines | Not disclosed for executives in proxies reviewed |
| Upcoming Vesting Overhang | Restricted stock remaining unvested from Mar 2024 grant vests Sep 11, 2025 (30,465 shares unvested as of 12/31/24), a potential selling pressure date |
Detailed Equity Awards
| Grant Date | Type | Shares/Units | Grant-Date Fair Value (if disclosed) | Vesting Schedule |
|---|---|---|---|---|
| Mar 2024 | Restricted Stock | 60,930 | Included in 2024 Stock Awards ($602,884 total for all 2024 stock awards) | 50% on Dec 11, 2024; 50% on Sep 11, 2025 |
| Mar 2024 | RSUs (fully vested) | 15,000 | Included in 2024 Stock Awards | Fully vested at grant |
| 6/11/2021 | RSUs | 925 (unvested at 12/31/24) | Market value $11,304 at $12.22 stock price | |
| 8/10/2022 | RSUs | 675 (unvested at 12/31/24) | Market value $8,249 | |
| 1/25/2023 | RSUs | 8,333 (unvested at 12/31/24) | Market value $101,829 | |
| 3/16/2023 | RSUs | 40,500 (unvested at 12/31/24) | Market value $494,910 | |
| 3/28/2024 | Restricted Stock | 30,465 (remaining unvested as of 12/31/24) | Market value $372,282 | |
| RSU Vesting Conventions | Quarterly installments over 3–4 years depending on grant; restricted stock vesting per schedule above |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start (Company) | Jul 2021 (Deputy General Counsel) |
| Current Role Start | Feb 2023 (General Counsel & Secretary) |
| Compensation Agreement | Offer letter plus addendum setting initial salary, equity grants, and benefits eligibility |
| Severance | None; NEOs (including Ms. Chung for 2024) are not entitled to severance or payments upon termination or change-in-control |
| Change-of-Control Economics | No severance/COC payments disclosed for Ms. Chung; accelerated vesting terms not disclosed for her awards (general plan terms apply where applicable) |
| Clawback Policy | Company has a Recovery of Erroneously Awarded Compensation Policy per SEC/Nasdaq (restatement-triggered clawbacks) |
| Insider Trading Policy | Prohibits hedging transactions that offset decreases in Ouster equity value |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed |
Compensation Committee Analysis and Say‑on‑Pay
- Compensation Committee (2024): Susan Heystee (Chair), Ernest E. Maddock, Stephen A. Skaggs; consultant Semler Brossy engaged; independence affirmed .
- Compensation Committee (2023): Susan Heystee (Chair), Ernest E. Maddock, Kristin Slanina; consultants Pay Governance (early 2023) and Semler Brossy (late 2023) engaged; independence affirmed .
- Say‑on‑Pay approval: ~94% “FOR” at 2023 meeting; ~98% “FOR” at 2024 meeting (reported in the 2025 proxy) .
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $16.60 | $14.75 | $9.05 |
| Net Loss ($ thousands) | (138,560) | (374,110) | (97,045) |
- Audit Committee disclosed remediation progress on previously reported material weaknesses: IT general controls remediated in 2023, certain period-end reporting components remediated in 2024; remaining components under a remediation plan; no additional material weaknesses identified in 2024 .
Risk Indicators & Red Flags
- Section 16 compliance: one late Form 4 with two transactions for Megan Chung in 2024; several other late filings noted for other insiders (administrative timing risk) .
- Equity award overhang and scheduled vesting: remaining restricted stock from Mar 2024 grant vests Sep 11, 2025 (30,465 shares unvested as of 12/31/24), representing potential post‑vesting supply .
- Hedging prohibited; no pledging disclosure: policy alignment with shareholders via anti-hedging; lack of explicit pledging policy disclosure warrants monitoring .
Investment Implications
- Strong alignment: No severance or change-in-control cash entitlements, reliance on at‑risk pay (cash bonus tied to company financial metrics, meaningful equity grants), and clawback compliance suggest shareholder-friendly structures .
- Near-term selling pressure risk: September 11, 2025 vest of remaining restricted stock from the 2024 grant may create discretionary liquidity events; monitor Form 4 filings around vest dates and blackout windows .
- Governance quality signals: High say‑on‑pay support (~98% in 2024) and use of independent compensation consultant; continued audit remediation progress reduces operational risk, supporting confidence in disclosures .
- Performance backdrop: Company TSR declined across 2022–2024 and net losses narrowed significantly in 2024, contextualizing 2024 bonus achievement (99.81%) and highlighting focus on operational improvement; continued monitoring of financial outcomes versus incentive plan metrics is warranted .