Arani Bose
PenumbraAbout Arani Bose
Arani Bose, M.D., age 63, co-founded Penumbra in June 2004 and has served on its Board since inception; he was Chairman and Chief Medical Officer from 2005–2015 and Chief Innovator from 2015–March 2022. He holds a B.A. from Stanford and an M.D. from the University of Colorado, with residency/fellowships at Yale and NYU, and was Assistant Professor of Radiology and Neurology at NYU School of Medicine from 1997–2004 . He is currently a Class II director with a term expiring at the 2026 annual meeting; the Board has determined he is not independent due to his former employee status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penumbra, Inc. | Co-Founder; Chairman & Chief Medical Officer | 2005–2015 | Guided early clinical/device strategy |
| Penumbra, Inc. | Chief Innovator | 2015–Mar 2022 | Led innovation; transitioned to non-employee director post-2022 |
| SMART Therapeutics | Co-Founder | Pre-2004 | Neuro-interventional device development (acquired by Boston Scientific) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU School of Medicine | Assistant Professor of Radiology & Neurology | 1997–2004 | Clinical practice and research |
Board Governance
- Committee assignments: None; Dr. Bose is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: Not independent (former employee) .
- Attendance: The Board met six times in FY2024; each director attended at least 75% of aggregate Board and committee meetings for their service period .
- Leadership: CEO and Board Chair roles are combined under Adam Elsesser; the Board does not have a lead independent director. Independent Directors hold executive sessions; Thomas Wilder serves as Presiding Director for those meetings .
- Governance reforms on ballot (2025): Board proposed phasing in declassification (annual elections beginning 2028) and eliminating supermajority voting requirements, signaling movement toward stronger shareholder rights .
Fixed Compensation
Director compensation policy and actuals (non-employee director):
| Item | Detail |
|---|---|
| Annual cash retainer (2024) | $54,000 |
| Committee chair/member fees (2024) | Audit: $25,000/$10,000; Compensation: $15,000/$7,500; NCG: $10,000/$5,000 |
| Annual RSU grant (2024) | 665 RSUs granted Feb 16, 2024; vest quarterly over 2024; grant-date fair value measured at $270.56 per share |
| Actual 2024 director compensation (Bose) | Cash: $54,000; Stock awards: $179,922; Total: $233,922 |
| Policy changes effective 2025 | Cash retainer increased to $60,000; Compensation Chair to $18,250; NCG Chair to $15,000 |
Performance Compensation
- No performance-based director compensation disclosed; annual director RSUs are time-based and vest quarterly within the grant year .
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Formal metrics (e.g., TSR, revenue, margin) | None disclosed (RSUs time-based) |
- Ownership alignment policies: Non-employee directors must hold ≥3x annual cash retainer; as of Dec 31, 2024, all non-employee directors met the guideline . Anti-hedging/anti-pledging policy prohibits hedging and pledging of company stock .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Dr. Bose . |
Expertise & Qualifications
- Clinical and technical expertise in interventional radiology/neurology; device development and commercialization experience as co-founder/operator in neuro-interventional devices .
- Deep company-specific knowledge and sector experience benefiting product strategy and clinical validation .
Equity Ownership
| Metric | As of Mar 31, 2023 | As of Mar 31, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 435,832 | 314,261 |
| Ownership % of common shares | 1.1% (of 38,242,100) | <1% (of 38,683,650) |
| Sole voting/dispositive power | 421,688 | 312,117 |
| Shared voting/dispositive power | 14,144 (with Arani & Shumita Bose) | 14,144 (with Arani & Shumita Bose) |
| Shares pledged as collateral | Prohibited by policy | Prohibited by policy |
| Director ownership guideline (3x retainer) | Met (applies to non-employee directors) | Met as of Dec 31, 2024 |
Governance Assessment
- Red flags: Not independent due to prior executive role; combined CEO/Chair structure with no lead independent director reduces independent counterbalance and may impair board challenge culture . Not serving on key committees (Audit/Comp/NCG) limits formal oversight touchpoints .
- Positive alignment: Significant personal share ownership and compliance with director ownership guidelines foster long-term alignment; hedging/pledging prohibited, reducing misalignment risks .
- Engagement/attendance: Board-level disclosure indicates ≥75% attendance and regular independent executive sessions, supporting baseline engagement and independent dialogue .
- Shareholder-rights trajectory: Board proposals to declassify and eliminate supermajority voting, plus strong Say-on-Pay support in 2024 (~93% approval), indicate responsiveness to investor governance preferences and compensation discipline at the company level (contextual to board effectiveness) .
Overall, Dr. Bose brings deep clinical and device commercialization expertise and founder-level company knowledge, but his non-independence and absence from committee roles warrant attention from investors seeking robust independent oversight; recent governance reforms mitigate some structural concerns over time .