Theodore L. Tewksbury, Ph.D.
About Theodore L. Tewksbury, Ph.D.
Age 68; independent Chair of Ouster’s Board since April 2024 (Executive Chairperson from February 2023 to April 2024). Former CEO of multiple public semiconductor companies; current public company director with committee leadership in cybersecurity. Education: B.S. in Architecture and M.S./Ph.D. in Electrical Engineering from MIT. Director since 2023; presides over executive sessions as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ouster, Inc. | Executive Chairperson; later Chair of the Board | Feb 2023–Apr 2024; Chair since Apr 2024 | Presides over executive sessions; independent Chair |
| Velodyne Lidar, Inc. | Chief Executive Officer | Nov 2021–Feb 2023 | Led company through combination; Ouster completed merger with Velodyne in Feb 2023 |
| Eta Compute | Chief Executive Officer | Aug 2019–Nov 2021 | Ultra-low power AI vision systems leadership |
| Energy Focus, Inc. | Chairman & CEO | Feb 2017–Mar 2019 | LED lighting solutions; public company CEO/chair experience |
| Entropic Communications | Director; Chief Executive Officer | Director Sep 2010; CEO Nov 2014–Apr 2015 | CEO until acquisition by MaxLinear in Apr 2015 |
| Integrated Device Technology | Chief Executive Officer | 2008–2013 | Public semiconductor CEO |
| AMI Semiconductor | Chief Executive Officer | 2006–2008 | Public semiconductor CEO |
| Maxim Integrated, IBM Microelectronics, Analog Devices | Engineering/management roles | Prior to 2006 | Foundational semiconductor leadership |
| Global Semiconductor Alliance | Board member | Mar 2011–Aug 2013 | Industry governance network |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| MaxLinear, Inc. (Nasdaq: MXL) | Director | Since May 2015 | Chairs Cybersecurity Committee; member of Audit and Nominating & Governance |
Board Governance
- Independence: Board affirmatively determined Dr. Tewksbury is independent under Nasdaq rules; he serves as independent Chair, so no lead independent director is appointed .
- Executive sessions: Non-management/independent directors meet regularly; Dr. Tewksbury presides as independent Chair .
- Committee memberships (Ouster): Nominating & Corporate Governance Committee member; not on Audit or Compensation .
- Attendance/engagement: Board met 9 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Committee activity: Nominating & Corporate Governance Committee met 3 times; Compensation Committee 6 times; Audit Committee 5 times (Dr. Tewksbury is on Nominating only) .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 101,984 | Actual cash received by Dr. Tewksbury |
| Annual Director Cash Retainer (Program) | 40,000 | Applies to all non-employee directors |
| Chair of the Board Cash Retainer (Program) | 60,000 | Additional for Board Chair |
| Nominating & Governance Committee Member Fee (Program) | 5,000 | Non-chair member annual fee |
Program permits converting cash retainer to RSUs; RSUs in lieu of cash are fully vested at grant, sized by 30-day average price; directors may defer settlement of RSUs .
Performance Compensation
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Director Equity (Program) | RSUs sized at $175,000 each annual meeting | None disclosed (time-based RSUs; no performance metrics) | Equal quarterly installments through next annual meeting or first anniversary |
| Initial Director Equity (Program) | RSUs sized at $300,000 + pro-rated $175,000 to next AGM | None disclosed | Equal quarterly installments (3-year for $300k grant; pro-rated grant vests to next AGM) |
| Change-in-Control | All director RSUs/awards fully vest immediately prior | Not applicable | Immediate vesting upon change in control |
Other Directorships & Interlocks
| External Entity | Relationship to Ouster | Potential Interlock/Conflict Assessment |
|---|---|---|
| MaxLinear, Inc. | Supplier/semiconductor ecosystem; not a lidar competitor | Dr. Tewksbury serves on board; chairs cybersecurity; no specific Ouster-related transactions disclosed |
| Velodyne Lidar (prior) | Combined with Ouster in Feb 2023 | Prior CEO; Board notes Velodyne designation of a director (Maddock) via merger; no related-party transactions involving Dr. Tewksbury disclosed |
Expertise & Qualifications
- Deep semiconductor leadership as multi-time public company CEO; cybersecurity oversight experience through MaxLinear committee chair role .
- Academic credentials: MIT B.S. (Architecture), M.S./Ph.D. (Electrical Engineering) .
- Governance qualifications: Independent director; member of Ouster’s Nominating & Corporate Governance Committee .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial Ownership (shares) | 109,697 | As of April 10, 2025 |
| Composition | 79,676 common shares; 30,021 deferred-settlement shares | As of April 10, 2025 |
| Ownership as % of Outstanding | <1% (“*” per proxy) | Based on 53,792,598 shares outstanding |
| Unvested RSUs Outstanding | 7,598 | As of Dec 31, 2024 |
| Vested RSUs with Deferred Settlement | 26,222 | As of Dec 31, 2024 |
| Options Outstanding | None (non-employee directors) | As of Dec 31, 2024 |
| Hedging/Pledging | Hedging prohibited by policy (collars, swaps, etc.); pledging not disclosed | Insider Trading Compliance Policy |
Governance Assessment
- Strengths: Independent Board Chair; regular executive sessions; strong attendance; experienced governance member on Nominating & Governance; meaningful equity exposure, including deferred RSUs, aligning long-term orientation .
- Compensation alignment: Mix of cash and time-based RSUs; program allows retainer-to-RSU conversion and deferral; change-in-control RSU acceleration standard for directors .
- Oversight signals: Company maintains clawback policy for executive officers; audit committee actively overseeing remediation of prior material weaknesses; say-on-pay passed with ~98% support in 2024—positive shareholder sentiment toward compensation governance .
- RED FLAGS:
- One late Form 4 filing reported for Dr. Tewksbury in 2024 (minor compliance lapse); monitor for future timeliness .
- Board’s proposed officer exculpation amendment could modestly reduce accountability for certain officer duty-of-care claims (not director-specific), worth monitoring from a governance risk perspective .
- Related-party exposure: Ouster discloses its related-person transaction policy and lists registration rights arrangements; no Tewksbury-specific related transactions are enumerated beyond standard compensation/indemnification .
Overall, Dr. Tewksbury’s independence, chair role, and seasoned semiconductor governance background support board effectiveness; equity deferral suggests alignment, while minor reporting timeliness and the broader exculpation context warrant continued monitoring .