Virginia Boulet
About Virginia Boulet
Independent director (Class II) at Ouster since February 2023; age 71. Former law firm partner and public-company board chair with deep governance and legal experience. Chairs Ouster’s Nominating & Corporate Governance Committee; deemed independent under Nasdaq rules; attended at least 75% of Board/committee meetings in FY2024. Education: B.A., Yale University; J.D., cum laude, Tulane University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Capital, LLC | Managing Director | Apr 2014–2019 | Investment management leadership |
| Loyola University Law School | Adjunct Professor of Law | 2014–2018 | Legal education |
| Adams and Reese, LLP | Special Counsel | 2002–Mar 2014 | Corporate/governance counsel |
| IMDiversity, Inc. | President & COO | Mar 2002–Mar 2004 | Operations leadership |
| Phelps Dunbar, LLP; Jones Walker | Partner (prior to 2002) | Pre-2002 | Corporate law, governance advisory |
External Roles
| Company | Role | Tenure | Committees/Leadership |
|---|---|---|---|
| W&T Offshore, Inc. (NYSE: WTI) | Director | Current | Chair, Nominating & Corporate Governance; member, Audit and Compensation |
| Velodyne Lidar, Inc. | Director/Chairperson | Nov 2011–Feb 2023 | Board Chair from July 2022 |
| Lumen Technologies, Inc. (NYSE: LUMN) | Director | 2002–2021 | Director |
Board Governance
- Board structure: 7 directors; classified board (three classes). Boulet is Class II (term expires at 2026 annual meeting) .
- Independence: Board determined Boulet is independent under Nasdaq rules .
- Leadership: Independent Chair; roles of Chair and CEO are separated; no Lead Independent Director currently because Chair is independent; executive sessions of independent directors are held and chaired by the independent Board Chair .
- Attendance: 9 Board meetings in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings; Nom/Gov Committee met 3x; Audit 5x; Compensation 6x in FY2024 .
- Committee assignments (Ouster): Boulet chairs Nominating & Corporate Governance; not listed as a member of Audit or Compensation .
Fixed Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $40,000 per year for non‑employee directors | |
| Committee chair fee (Nom/Gov) | +$10,000 per year for Nom/Gov chair | |
| FY2024 cash fees (Boulet) | $50,000 | |
| FY2024 equity (grant-date fair value) | $154,989 (RSUs) | |
| Total FY2024 director comp (Boulet) | $204,989 | |
| Equity program – annual grant | RSUs with grant-date value of $175,000 at annual meeting; vests quarterly to next annual meeting | |
| Equity program – initial grants | RSUs valued at $300,000 (3-year quarterly vest) + prorated RSUs for service until next annual meeting | |
| Change-in-control treatment | All director RSUs vest immediately prior to a change in control |
Notes:
- Directors may elect to receive cash retainers in fully vested RSUs and may defer settlement of RSUs; Boulet’s 2024 fees were paid in cash per table .
Performance Compensation
| Performance Metric Tied to Director Pay | FY2024 Status | Notes |
|---|---|---|
| None disclosed for non‑employee directors | Not applicable | Director equity awards are time‑based RSUs; no performance conditions disclosed |
Other Directorships & Interlocks
- Current public board: W&T Offshore (chair of Nom/Gov; member of Audit and Compensation), providing governance and audit oversight experience; industry overlap with Ouster appears limited (oil & gas vs lidar) and no related‑party transactions disclosed involving Boulet .
- Prior interlocks: Former Velodyne Chair and director through Feb 2023; given Ouster’s 2023 merger with Velodyne, her continuity provides domain and integration oversight experience .
Expertise & Qualifications
- Governance/legal: Former law firm partner, special counsel, and public board chair; chairs Ouster’s Nominating & Corporate Governance Committee .
- Financial and oversight: Serves on W&T Offshore Audit and Compensation Committees .
- Education: Yale (B.A.); Tulane Law (J.D., cum laude) .
Equity Ownership
| Item | Detail | As of | Source |
|---|---|---|---|
| Beneficial ownership (shares) | 204,486 shares | Apr 10, 2025 | |
| Ownership % of outstanding | <1% | Apr 10, 2025 | |
| Unvested RSUs outstanding | 7,598 RSUs | Dec 31, 2024 | |
| Hedging policy | Hedging transactions prohibited for directors | Policy in effect (referenced in 2024 10-K) | |
| Pledging | No pledging disclosure in proxy | N/A |
Insider filings
- Section 16(a) compliance: One late Form 4 for Virginia Boulet in FY2024 (company disclosed late filings) .
Governance Assessment
Strengths
- Independent director with deep governance/legal background; chairs Nom/Gov and oversees board composition, succession, and governance policies .
- Strong ownership alignment: 204,486 shares beneficially owned; additional time‑based RSUs outstanding; ability to elect equity in lieu of cash .
- Board process: Independent Chair; regular executive sessions; committee structure and charters in place; classified board provides continuity though may reduce takeover responsiveness .
- Shareholder support signals: 2025 Say-on-Pay approved (19,544,944 For vs 1,222,266 Against; 213,459 Abstain); 2024 Say-on-Pay previously received ~98% support, indicating prior alignment with investors on pay .
Watch items / red flags
- Classified board (staggered terms) can be viewed as entrenchment by some investors; Boulet’s Class II term runs to 2026 .
- Stockholder governance signal: Proposal to extend DGCL officer exculpation failed at 2025 Annual Meeting (18,180,902 For; 2,502,260 Against; 297,507 Abstain), indicating heightened investor scrutiny of officer protections; not director-specific but relevant to overall governance posture .
- Section 16 timeliness: Company disclosed one late Form 4 for Boulet in 2024—minor compliance lapse but worth monitoring .
- Company-level control environment: Audit Committee disclosed ongoing (though narrowing) remediation of previously identified material weaknesses in internal control over financial reporting; Boulet is not on Audit, but board oversight continues .
Committee Assignments (Ouster)
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Chair | Oversight of board composition, evaluations, succession planning; met 3x in FY2024 |
| Audit | Not a member | Audit met 5x in FY2024 |
| Compensation | Not a member | Compensation met 6x in FY2024 |
Fixed Compensation (Detail – FY2024)
| Component | Boulet (USD) | Program Terms |
|---|---|---|
| Cash fees | $50,000 | $40,000 board retainer + $10,000 Nom/Gov chair fee |
| Equity grant (RSUs, grant-date fair value) | $154,989 | Annual RSU grant; time‑based vesting through next annual meeting |
| Total | $204,989 | Directors may elect RSUs in lieu of cash and defer settlement |
Performance Compensation (Metrics)
| Metric Category | Applies to Director Compensation? | Evidence |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, EBITDA, TSR) | No | Director comp uses time‑based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Overlap/Conflict Check | Related-Party Transactions |
|---|---|---|
| W&T Offshore (WTI) | Different industry (E&P) from Ouster (lidar); no supplier/customer overlap disclosed | No related-party transactions involving Boulet disclosed |
| Velodyne (prior) | Historical board chair before Ouster–Velodyne merger closing (Feb 2023) | N/A |
Equity Ownership (Breakdown)
| Type | Shares/Units | Notes |
|---|---|---|
| Common shares beneficially owned | 204,486 | As of Apr 10, 2025; <1% of outstanding |
| Unvested RSUs | 7,598 | As of Dec 31, 2024 |
| Options | None disclosed for directors | — |
| Hedging/Pledging | Hedging prohibited; no pledging disclosure | Policy prohibits hedging; no pledging noted |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: Say-on-Pay approved (For: 19,544,944; Against: 1,222,266; Abstain: 213,459). Officer exculpation amendment not approved (For: 18,180,902; Against: 2,502,260; Abstain: 297,507) .
- Prior signal: ~98% support for Say‑on‑Pay at 2024 meeting, per proxy .
Governance Conclusions for Investors
- Boulet’s profile (independent, governance chair, extensive board/legal background) is supportive of board effectiveness and succession oversight. Ownership level enhances alignment, and committee leadership indicates active engagement .
- Monitor administrative rigor given one late Form 4, and continue to track investor sentiment on governance structures (classified board) and officer protections (failed exculpation vote), which could inform future board refresh or policy adjustments .