Bridget O’Rourke
PenumbraAbout Bridget O’Rourke
Independent Class II director of Penumbra, Inc. since April 2017; age 57. Background spans human resources leadership and financial accounting with earlier audit experience; B.A. from the University of California, Santa Barbara and Certified Public Accountant (1995). Currently Audit Committee Chair and designated “audit committee financial expert”; also member of the Nominating & Corporate Governance (NCG) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Rourke & Associates | Executive Director, executive search & consulting (credit union industry) | Jul 2016–May 2017 | Led boutique search/consulting practice |
| Passport Capital, LLC | Head of Human Resources | Aug 2008–Jun 2016 | HR leadership at global asset manager |
| O’Rourke Career Connections | Executive Search Director | 1997–2007 | Executive search |
| Sigma Partners (venture capital) | Controller | 1997–2007 | Financial controls in VC firm |
| Citibank Global Asset Management | Vice President, Alternative Investment Strategies group | 1997–2007 | Alternatives-focused VP role |
| Coopers & Lybrand (PwC) | Audit and internal audit consulting roles | Jul 1991–Dec 1996 | CPA track; audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| San Francisco Fire Credit Union | Director (Vice Chair) and Audit Committee Chair | 2011–2020 | Oversight of audit at a financial institution |
| Other public company boards | — | — | None disclosed in PEN’s proxy |
Board Governance
- Independence: Board determined O’Rourke is independent under NYSE standards; no family relationships with executives .
- Committee assignments:
- Audit Committee: Chair; “financial expert”; 2024 meetings held: 5; members: O’Rourke (Chair), Sarna, Wilder .
- Nominating & Corporate Governance Committee: Member; 2024 meetings held: 4; Chair: Leeds .
- Compensation Committee: Not a member; 2024 meetings held: 7 .
- Board attendance: Board held 6 meetings in 2024; each director attended ≥75% of aggregate Board/committee meetings; independent directors hold executive sessions quarterly (Presiding Director: Thomas Wilder) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024 policy) | $54,000 | Director cash retainer |
| Audit Committee Chair retainer (2024) | $25,000 | Additional annual cash for Audit Chair |
| NCG Committee member retainer (2024) | $5,000 | Additional annual cash for committee membership |
| Meeting fees | $0 | Company does not pay per-meeting fees |
| 2024 cash actually paid (O’Rourke) | $84,000 | Sum of base + Audit Chair + NCG member |
| 2025 policy changes (effective Jan 1, 2025) | $60,000; Comp Chair $18,250; NCG Chair $15,000 | Retainer increased; committee chair adjustments (Comp/NCG only) |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (2014 EIP) | Feb 16, 2024 | 665 | $179,922 | Vests in four equal quarterly installments across 2024 |
| Stock award (Form 4) | Feb 14, 2025 | 744 | n/a (Form 4 “A” award; price $0) | Award reported on Form 4; vesting terms not disclosed in Form 4 |
Director equity grants are time-based (no disclosed performance metrics for directors) .
Other Directorships & Interlocks
- No current public company directorships disclosed; prior external board was a credit union (financial institution, non-public) .
- No disclosed interlocks with competitors/suppliers/customers in the proxy .
Expertise & Qualifications
- CPA with foundational audit experience; designated “audit committee financial expert” by the Board .
- Human resources leadership across asset management and financial services; financial controls in venture capital .
- Education: B.A., University of California, Santa Barbara; CPA certification in 1995 .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 5,015 shares; less than 1% of outstanding common stock |
| Non-employee director ownership guideline | 3x annual cash retainer; measured each year-end; each non-employee director met the requirement as of Dec 31, 2024 |
| Anti-hedging/anti-pledging policy | Hedging and pledging of company stock prohibited for directors |
2025 Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing Link |
|---|---|---|---|---|---|
| 2025-06-16 | Sale | 50 | $259.78 | 5,373 | https://www.sec.gov/Archives/edgar/data/1321732/000170471325000005/0001704713-25-000005-index.htm |
| 2025-05-15 | Sale | 100 | $286.15 | 5,423 | https://www.sec.gov/Archives/edgar/data/1321732/000170471325000003/0001704713-25-000003-index.htm |
| 2025-04-15 | Sale | 50 | $271.21 | 5,523 | https://www.sec.gov/Archives/edgar/data/1321732/000132173225000078/0001321732-25-000078-index.htm |
| 2025-03-03 | Sale | 50 | $285.48 | 5,573 | https://www.sec.gov/Archives/edgar/data/1321732/000132173225000045/0001321732-25-000045-index.htm |
| 2025-02-14 | Award | 744 | $0.00 | 5,623 | https://www.sec.gov/Archives/edgar/data/1321732/000132173225000024/0001321732-25-000024-index.htm |
- Media noted sales executed under a Rule 10b5-1 trading plan (small, periodic dispositions) .
Governance Assessment
- Strengths:
- Audit Committee Chair with CPA background; formally designated audit committee financial expert—supports robust financial oversight .
- Independent director with committee breadth (Audit Chair, NCG member); Board attendance thresholds met across 2024; independent executive sessions held quarterly .
- Alignment: director ownership guidelines (3x retainer) met; anti-hedging/anti-pledging policy in place .
- Oversight activity: Audit Committee report evidences engagement with auditor independence and selection of PwC for 2025 .
- Watch items:
- Routine, small open-market sales under 10b5-1 plans in 2025; modest in size and consistent with diversification, not indicative of misalignment given ownership guidelines compliance .
- No related-party transactions involving O’Rourke disclosed; Board/NCG review process in place; only noted related person in 2024–2025 was CEO’s family employment (not linked to O’Rourke) .
Broader governance context: 2025 proposals to declassify the Board and eliminate supermajority voting requirements signal movement toward enhanced shareholder accountability (subject to shareholder approval) .