Stephen A. Skaggs
About Stephen A. Skaggs
Independent Class I director (age 62) serving since November 4, 2024. Career finance/operator with >25 years in semiconductors: former SVP & CFO of Atmel (through its 2016 sale to Microchip), prior President/CEO/CFO and director at Lattice Semiconductor, and earlier at Bain & Company focused on high‑tech strategy, M&A, and restructurings. Education: MBA, Harvard Business School; B.S. Chemical Engineering, UC Berkeley. Currently also a director at Coherent Corp. (NYSE: COHR) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Atmel Corporation | SVP & Chief Financial Officer | 2013–Apr 2016 (acquired by Microchip) | Led finance through sale to MCHP |
| Lattice Semiconductor | President, CEO and CFO; Director | Not disclosed in proxy | Led public semiconductor company as CEO/CFO; prior board member |
| Bain & Company | Consultant (high‑tech M&A/restructuring/strategy) | Not disclosed in proxy | Specialized in product strategy, M&A and corporate restructurings |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Coherent Corp. (NYSE: COHR) | Director | Current (start date not disclosed) | Current public company directorship |
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Committee assignments (current): Audit Committee member; Compensation Committee member. Not a chair on any committee. Audit Committee chair: Ernest E. Maddock; Compensation Committee chair: Susan Heystee .
- Financial expertise: Identified by the Board as an “audit committee financial expert”; meets Nasdaq “financial literacy” and related expertise standards .
- Board structure: Independent Chair (Theodore L. Tewksbury); Vice Chair (Susan Heystee). No lead independent director because Chair is independent. Independent directors hold regular executive sessions .
- Attendance/engagement: In 2024 there were 9 Board meetings; all incumbent directors (including Skaggs for his period of service) attended at least 75% of Board and applicable committee meetings. Audit met 5x; Compensation 6x; Nominating/Governance 3x .
- Term/class: Class I nominee for election to serve until the 2028 annual meeting .
- Risk oversight context: Audit Committee is actively overseeing remediation of historical material weaknesses; 2024 progress included remediation of components of period‑end reporting and no new material weaknesses identified .
Fixed Compensation
| Component | Program Amount (Annual) | Notes |
|---|---|---|
| Non‑employee director cash retainer | $40,000 | Standard annual retainer |
| Audit Committee member | $10,000 | Annual cash for non‑chair member |
| Compensation Committee member | $6,000 | Annual cash for non‑chair member |
| Chair/Lead/Vice Chair premiums | Chair: $60,000; Lead/Vice Chair: $60,000 | Not applicable to Skaggs |
| Meeting fees | None disclosed | Program does not specify per‑meeting fees |
| Actual cash paid in 2024 (partial year) | $7,250 | Reflects service commencing Nov 4, 2024 |
Performance Compensation
| Item | Detail |
|---|---|
| 2024 equity grant(s) – fair value | $409,831 (RSUs) |
| Equity structure (program) | Initial RSU grant of $300,000 vesting quarterly over 3 years; plus prorated RSU grant (fraction of $175,000) vesting quarterly until next annual meeting; thereafter, annual RSU grant of $175,000 vesting quarterly until the next annual meeting . |
| Retainer‑for‑RSU election | Directors may elect to receive all/part of cash retainer in fully‑vested RSUs; number of RSUs set by 30‑day average price; settlement deferral available . |
| Change‑in‑control | All RSUs and equity awards held by non‑employee directors vest immediately prior to a change in control . |
| Performance conditions | None disclosed for director equity (time‑based vesting) . |
Other Directorships & Interlocks
- Current public boards: Coherent Corp. (NYSE: COHR) .
- Compensation Committee interlocks: During 2024, Skaggs served on Ouster’s Compensation Committee; no interlocks disclosed—none of Ouster’s executive officers served on the board or compensation committee of another entity that had an executive officer serving on Ouster’s Board or Compensation Committee .
Expertise & Qualifications
- Audit/finance: Audit committee financial expert; former public company CFO and CEO; extensive semiconductor industry finance and operations expertise .
- Strategy/M&A: Bain background in M&A, restructurings and product strategy .
- Education: MBA (Harvard Business School), B.S. Chemical Engineering (UC Berkeley) .
Equity Ownership
| Metric | Amount | As‑of Date / Notes |
|---|---|---|
| Total beneficial ownership | 14,607 shares (<1%) | As of April 10, 2025; consists of 7,303 common shares and 7,304 RSUs vesting within 60 days |
| Common shares held | 7,303 | As of April 10, 2025 |
| RSUs vesting within 60 days | 7,304 | As of April 10, 2025 |
| Unvested RSUs outstanding (FY end) | 58,132 | As of Dec 31, 2024 |
| Pledged/hedged shares | Hedging prohibited by policy; no pledging disclosed in proxy | Insider Trading Compliance Policy prohibits hedging/offsetting transactions ; no pledging disclosure in proxy |
Governance Assessment
-
Positives
- Independent director with deep semiconductor CFO/CEO experience; designated audit committee financial expert; serves on Audit and Compensation Committees—supports financial discipline and pay oversight .
- Strong ownership alignment via substantial RSU grants; 2024 director pay mix heavily equity‑weighted ($409,831 equity vs. $7,250 cash) .
- Board independence and structure are robust (independent Chair; regular executive sessions). All directors met attendance thresholds; committees met regularly .
- Hedging prohibited; change‑in‑control equity acceleration transparent; director compensation framework disclosed and standardized .
-
Watch‑items
- Multi‑board service (Coherent) adds time demands; however, Ouster reports ≥75% attendance and regular committee activity for 2024 .
- Ongoing oversight of internal control remediation remains a key Audit Committee responsibility; progress noted with no new material weaknesses in 2024 .
-
Conflicts/related‑party exposure
- No related‑party transactions involving Skaggs disclosed; Audit Committee reviews related person transactions under written policy .
-
Say‑on‑pay signal
- 2024 say‑on‑pay received ~98% support—favorable governance/compensation sentiment backdrop .
Committee Roles (detail)
| Committee | Role | Chair? |
|---|---|---|
| Audit | Member; identified as audit committee financial expert | No (chair: Ernest E. Maddock) |
| Compensation | Member | No (chair: Susan Heystee) |
| Nominating & Corporate Governance | Not a member | — |
Director Compensation (2024 actual)
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 7,250 |
| Stock awards (grant‑date fair value) | 409,831 |
| Total | 417,081 |
Director Compensation Program (reference)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Non‑employee director |
| Audit Committee member | 10,000 | Non‑chair member |
| Compensation Committee member | 6,000 | Non‑chair member |
| Initial RSU grant | 300,000 | Vests quarterly over 3 years |
| Prorated RSU grant (initial year) | Fraction of 175,000 | Vests quarterly to next AGM |
| Annual RSU grant (thereafter) | 175,000 | Vests quarterly to next AGM |
| CIC treatment | Full vesting pre‑CIC | RSUs vest immediately prior to CIC |
| Retainer‑for‑RSU election | Permitted | Fully‑vested RSUs; settlement deferral optional |
Notes:
- All citations refer to Ouster, Inc. DEF 14A filed April 28, 2025.