Susan Heystee
About Susan Heystee
Susan Heystee, age 63, is Ouster’s Vice Chair of the Board, serving on Ouster’s board since September 2018. She previously served as Lead Independent Director (March 2023–April 2024), Board Chair (August 2021–February 2023), and Interim Chief Revenue Officer (January–July 2021). Heystee holds bachelor’s degrees in mathematics and business from the University of Waterloo and an Advanced Management Program certificate from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ouster, Inc. | Interim Chief Revenue Officer | Jan 2021–Jul 2021 | Revenue leadership during transition period |
| Ouster, Inc. | Board Chair | Aug 2021–Feb 2023 | Led board following merger-related transition |
| Ouster, Inc. | Lead Independent Director | Mar 2023–Apr 2024 | Oversight; presided executive sessions when applicable |
| Verizon Connect | SVP, Global Automotive Business | Jan 2017–Jun 2018 | Scaled automotive telematics business |
| Telogis (acquired by Verizon) | EVP, Global Sales & OEM | Feb 2010–Dec 2016 | Led sales and OEM partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ChargePoint, Inc. (NYSE: CHPT) | Director | Since May 2021 | Public EV charging company board service |
| revVana Inc. (private) | Director | Since Apr 2020 | SaaS revenue realization management |
Board Governance
- Independence: Ouster’s Board determined Heystee is independent under Nasdaq/NYSE rules .
- Leadership roles: Vice Chair since April 2024; previously Lead Independent Director (Mar 2023–Apr 2024) with responsibilities to preside executive sessions and liaise with management .
- Committee assignments (current and prior):
- 2025: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- 2024: Compensation Committee Chair; Audit Committee member (at least for a portion of FY2024; signed Audit Committee Report) .
- Attendance: In 2024, each incumbent director attended ≥75% of Board and committee meetings; Board met 9 times . In 2023, each incumbent director met the ≥75% guideline except one director (not Heystee); Board met 10 times and held regular executive sessions .
- Executive sessions and oversight: Independent board members meet in executive sessions; independent Chair presides .
- Say-on-pay support:
- 2024 AGM: Advisory vote for NEO pay received strong support; the 2025 proxy notes ~98% approval . 8-K reports votes For: 16,139,063; Against: 363,484; Abstain: 271,610; Broker non-votes: 13,024,213 .
- 2025 AGM: Votes For: 19,544,944; Against: 1,222,266; Abstain: 213,459; Broker non-votes: 16,368,797 .
Fixed Compensation
Program framework (non-employee directors):
- Annual cash retainer: $40,000; Vice Chair additional $60,000; Chair fees: Compensation ($15,000), Audit ($20,000), Nominating ($10,000); member fees: Audit ($10,000), Compensation ($6,000), Nominating ($5,000). Directors may elect RSUs in lieu of cash; those RSUs are fully vested on grant date .
Heystee’s reported director compensation:
| Year | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $125,000 | $173,311 | $298,311 |
| 2023 | $90,866 | $284,969 | $375,835 |
Notes:
- Heystee elected to receive annual retainers in fully vested RSUs in lieu of cash (election converts cash to RSUs at 30-day average price) .
Performance Compensation
Annual director equity program:
- Annual RSU grant at each AGM: value set at $175,000; vests in equal quarterly installments through the next AGM .
- Initial appointment RSU awards: $300,000 (three-year ratable vesting) plus prorated $175,000 to next AGM, both vesting quarterly .
- Change-in-control: all director RSUs and equity-based awards fully vest immediately prior to a change in control; directors experienced acceleration at the Velodyne merger closing (Feb 10, 2023) .
Director equity metrics (Heystee):
| Metric | 2024 | 2023 |
|---|---|---|
| Stock awards (RSUs fair value) | $173,311 | $284,969 |
| RSUs outstanding at fiscal year-end | 7,598 | 7,450 |
| RSUs granted in lieu of cash retainers | Elected (fully vested RSUs) | Elected (fully vested RSUs) |
Other Directorships & Interlocks
| Company | Relationship to Ouster | Potential Interlock/Conflict Noted |
|---|---|---|
| ChargePoint, Inc. | EV charging network; no disclosed related-party transactions with Ouster | None disclosed in Ouster filings |
| revVana Inc. | Private SaaS; no disclosed related-party transactions | None disclosed |
Expertise & Qualifications
- Industry and go-to-market expertise: decades in technology, automotive telematics and OEM sales; prior CRO experience at Ouster .
- Governance qualifications: service as Board Chair, Lead Independent Director, Vice Chair; Compensation Chair; Audit/financial literacy; signed Audit Committee Report for 2024, indicating active financial oversight during remediation of material weaknesses .
- Education: University of Waterloo (Mathematics & Business); Harvard Business School AMP .
Equity Ownership
| Holder | Beneficial Shares | % Ownership | Notes |
|---|---|---|---|
| Susan Heystee | 118,611.8 | <1% (as disclosed) | Ouster outstanding shares: 53,792,598 as of Apr 10, 2025 |
| RSUs vesting within 60 days (as of Apr 15, 2024) | 3,725 | — | 2024 beneficial ownership footnote for directors |
| RSUs outstanding (Dec 31, 2024) | 7,598 | — | Director equity outstanding counts |
| Vested RSUs with deferred share delivery (Dec 31, 2023) | 81,716 | — | Deferred settlement election (alignment but not current shares outstanding) |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosed | — | Insider Trading Compliance Policy prohibits hedging (collars, swaps, etc.) |
Insider Trades (Form 4s)
Recent transactions involving Susan Heystee:
| Trade Date | Filing Date | Type | Shares | Price | Source |
|---|---|---|---|---|---|
| Aug 13, 2025 | Aug 15, 2025 | Sale | 40,390 | $30.00 | |
| Apr 7, 2025 | Apr 8, 2025 | Stock award/Option grant | 3,629 | $7.43 | |
| Jun 18, 2025 | Jun 20, 2025 | Stock award/Option grant | 13,558 | $0 (reported) | |
| Jan 6, 2025 | Jan 8, 2025 | Stock award/Option grant | 1,633 | $6.45 | |
| Aug 16, 2024 | Aug 20, 2024 | Sale | 6,400 | $7.83 |
Note: The company disclosed one late Section 16(a) Form 4 for Susan Heystee in FY2024 alongside several other insiders; overall, the company reported timely filings except these instances .
Governance Assessment
- Board effectiveness: Heystee brings deep go-to-market expertise (Telogis/Verizon), strong governance experience (Chair, Lead Independent Director, Vice Chair), and chairs Compensation; she contributed to Audit oversight and signed the audit report covering material weakness remediation—a positive signal on risk oversight .
- Compensation alignment: As Compensation Chair, she uses independent consultants (Semler Brossy) with no conflicts; director pay includes modest cash retainers plus annual RSUs that vest quarterly, and she elected RSUs in lieu of cash, strengthening alignment with shareholders .
- Independence & attendance: Affirmed independent; attendance met governance guidelines (≥75%); regular executive sessions held .
- Shareholder support: Strong say-on-pay support at 2024 and 2025 AGMs (high “for” vote totals) and the 2025 proxy’s statement of ~98% approval at 2024 AGM .
- Related-party and conflicts: No related-party transactions disclosed involving Heystee; external public board at ChargePoint does not present disclosed conflicts in Ouster filings .
RED FLAGS
- Large insider sale: August 2025 sale of 40.4k shares ($1.21m) reduces holding; while not per se a violation, substantial disposition may be viewed as a negative signal by some investors .
- Change-in-control acceleration: Program provides immediate vesting of director RSUs upon change-in-control (e.g., Velodyne merger), which can be seen as shareholder-unfriendly if not balanced by performance conditions for executives (note: directors typically do not have performance awards) .
- Late Section 16 filing: Company reported one late Form 4 for Heystee for FY2024; minor process/compliance lapse .
Committee Chair/Member Overview (2024–2025)
| Year | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| 2025 | — (Maddock, Skaggs, Correia) | Chair (Heystee) | Member (Heystee) |
| 2024 | Member (Heystee; signed report) | Chair (Heystee) | Member status not listed for Heystee |
Director Compensation Program Details
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Optional conversion to fully vested RSUs on grant date |
| Vice Chair retainer | $60,000 | Cash or RSUs (fully vested at grant) |
| Compensation Chair | $15,000 | Cash or RSUs |
| Audit Chair | $20,000; member $10,000 | Cash or RSUs |
| Nominating Chair | $10,000; member $5,000 | Cash or RSUs |
| Annual RSU grant | $175,000 value | Vests quarterly until next AGM |
| Initial appointment RSU grant | $300,000 + prorated $175,000 | Vests quarterly (3-year and to next AGM) |
| Change-in-control treatment | Full vesting of director equity | Vesting accelerates immediately prior to CIC |
Say-on-Pay & Shareholder Feedback
- 2024 AGM voting results (Item 3): For 16,139,063; Against 363,484; Abstain 271,610; Broker non-votes 13,024,213 .
- 2025 AGM voting results (Item 3): For 19,544,944; Against 1,222,266; Abstain 213,459; Broker non-votes 16,368,797 .
- Proxy disclosure: Approximately 98% “for” at the 2024 annual meeting, per the 2025 proxy statement .
Related Party Transactions
- Ouster’s Related Person Transaction Policy assigns Audit Committee responsibility for review; no transactions involving Heystee are disclosed for 2023–2025 in the proxies beyond standard indemnification agreements and registration rights descriptions .
Compensation Committee Analysis
- Members: 2025—Heystee (Chair), Maddock, Skaggs ; 2024—Heystee (Chair), Maddock, Slanina .
- Independent consultant: Semler Brossy engaged in 2024; committee determined no conflicts of interest . Pay Governance and later Semler Brossy engaged in 2023; no conflicts .
Performance & Track Record Oversight
- Audit Committee report: Heystee (with Maddock, Correia) recommended inclusion of audited FY2024 financials and monitored remediation of prior material weaknesses; 2024 remediation progress noted, with continued oversight by Audit Committee .
- Board leadership structure: Separation of Chair and CEO roles; presence of a Vice Chair supports objective oversight .
Meeting Attendance
| Year | Board Meetings | Attendance Guideline | Heystee Attendance Note |
|---|---|---|---|
| 2024 | 9 | Each incumbent ≥75% | Met guideline (company-wide statement) |
| 2023 | 10 | All incumbents ≥75% except one director (not Heystee) | Met guideline |
Director & Beneficial Ownership Summary
| Item | Data |
|---|---|
| Shares beneficially owned (Apr 10, 2025) | 118,611.8; <1% of outstanding |
| RSUs to vest within 60 days (Apr 15, 2024) | 3,725 |
| RSUs outstanding (Dec 31, 2024) | 7,598 |
| Deferred settlement RSUs (Dec 31, 2023) | 81,716 (vested, delivery deferred) |
Director Compensation (Detail)
| Year | Fees (Cash or RSU in-lieu) | Stock Awards | Notes |
|---|---|---|---|
| 2024 | $125,000 | $173,311 (ASC 718) | Elected RSUs in lieu of cash |
| 2023 | $90,866 | $284,969 (ASC 718) | Elected RSUs in lieu of cash; deferred delivery of vested RSUs |
Governance Quality Summary
- Positives: Independence; strong attendance; clear leadership roles; alignment via RSUs in lieu of cash; robust committee oversight (Compensation and Audit); strong shareholder say-on-pay support .
- Watch items: Change-in-control acceleration for director equity; late Section 16(a) instance; sizable August 2025 sale that materially reduced holdings .