Harpreet Grewal
PenumbraAbout Harpreet Grewal
Harpreet Grewal, 58, is an independent Class III director of Penumbra, Inc., serving since April 2015; his current term expires at the 2027 annual meeting . He is CEO and Founding Partner of 123G LLC and brings “financial expertise and strategic planning skills” based on prior CFO/COO roles; education includes a B.A. from UC Berkeley and an M.A. from Johns Hopkins University . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volante Technologies Inc. | Chief Operating Officer | Sep 2019 – Sep 2023 | Senior operating leadership at global payments software provider |
| Volante Technologies Inc. | Board Director | 2014 – 2020 | Governance oversight at private fintech; stepped off in 2020 |
| Constant Contact (Endurance Int’l) | General Manager | Feb 2016 – Apr 2017 | Led business post-acquisition by Endurance |
| Constant Contact (pre-acquisition) | EVP & Chief Financial Officer | 2010 – Feb 2016 | Public-company CFO; later subject to SEC settlement related to this tenure (see Red Flags) |
| Independent consultant | Consultant to small businesses/entrepreneurs | 2008 – 2009 | Advisory work |
| VistaPrint, Ltd. | EVP & Chief Financial Officer | 2006 – 2008 | Public-company CFO |
| GoldenSource Corporation | SVP & Chief Financial Officer | 2002 – 2006 | Corporate finance leadership |
| eGain Communications | Chief Financial Officer | 1999 – 2002 | Public-company CFO |
| PepsiCo, Inc. | Financial and strategic planning positions | 1996 – 1999 | Finance roles at Fortune 500 company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 123G LLC | CEO & Founding Partner | Current | Works with high-growth companies to execute defined outcomes |
| Volante Technologies Inc. | Executive in Residence | Apr 2018 – Mar 2019 | Preceded COO role |
The 2025 proxy does not list any current public-company directorships for Mr. Grewal beyond Penumbra .
Board Governance
- Board structure and independence
- Independent director; no family relationships with executives; Board majority independent .
- Board combines Chair/CEO roles; no Lead Independent Director; Thomas Wilder serves as Presiding Director for independent executive sessions .
- Committees and assignments (2024)
- Compensation Committee member; committee met 7 times in 2024; membership: Wilder (Chair), Grewal, Leeds; all independent .
- Not a member of Audit or Nominating & Corporate Governance Committees .
- Attendance and engagement
- Board held 6 meetings in 2024; each director attended at least 75% of Board/committee meetings for which they served; independent director executive session typically occurs each quarterly meeting .
- Only one director attended the 2024 annual meeting of stockholders (company does not require attendance) .
- Tenure/classification
- Director since April 2015; Class III; term runs to 2027 annual meeting .
- Governance developments (shareholder rights)
- 2025 proposals to declassify the Board (phased to annual elections by 2028) and eliminate supermajority voting (move to simple majority) approved by Board and submitted to shareholders .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Annual cash retainer (policy, 2024) | $54,000 for non-employee directors | |
| Committee member fee (Compensation Committee) | $7,500 annual | |
| Meeting fees | None (no per-meeting fees) | |
| 2024 cash actually paid to Grewal | $61,500 | |
| Annual equity grant (policy) | RSUs equal to 3 1/3 × $54,000 divided by adjusted close; vests quarterly in-year | |
| 2024 director RSU grant (all non-employee directors) | 665 RSUs granted Feb 16, 2024; vests in four equal quarterly installments during 2024 | |
| 2024 stock award value (Grewal) | $179,922 grant-date fair value | |
| 2024 total director compensation (Grewal) | $241,422 | |
| Policy changes effective 2025 | Retainer increased to $60,000; Chair retainers raised (Comp Chair $18,250; NCG Chair $15,000) |
Performance Compensation
- Penumbra does not use performance-conditioned pay for non-employee directors; annual director equity is time-based RSUs that vest quarterly within the grant year; no performance metrics are disclosed or applied to director compensation .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Not listed in proxy (Grewal’s biography does not disclose any current public-company directorships beyond Penumbra) |
| Prior public company boards | Not disclosed in proxy biography for Grewal (roles listed are operating roles and private board) |
| Compensation Committee interlocks (2024) | None. No officer/director interlocks disclosed; no director on the Comp Committee was an officer/employee; no executive served on another company’s comp committee/board with reciprocal overlap |
Expertise & Qualifications
- Financial and strategic planning expertise from multiple public-company CFO roles and later COO experience; the proxy explicitly cites his “financial expertise and strategic planning skills” as reasons for Board service .
- Education: B.A., University of California, Berkeley; M.A., Johns Hopkins University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,716 | As of March 31, 2025 |
| Ownership as % of shares outstanding | <1% | Asterisk denotes less than 1% (outstanding shares: 38,683,650) |
| Unvested director equity at 12/31/2024 | None | “None of our directors held any unvested awards as of December 31, 2024” |
| Pledged shares | Company policy prohibits pledging by directors | Anti-hedging/anti-pledging policy bans pledging and hedging |
| Director ownership guidelines | Minimum 3× annual cash retainer; 3-year compliance window | |
| Compliance status (as of 12/31/2024) | All non-employee directors met ownership guidelines |
Governance Assessment
- Positives (investor confidence signals)
- Independent director with deep finance/operating background; serves on Compensation Committee, which uses an independent consultant (Compensia) with independence reaffirmed in Feb 2025 .
- Strong alignment practices for directors: majority of compensation delivered in equity RSUs; stock ownership guideline (3× retainer) met by all non-employee directors; robust anti-hedging/anti-pledging policy .
- Board pursuing shareholder-friendly charter changes: declassification and elimination of supermajority thresholds, aligning with governance best practices .
- Say-on-pay support was ~93% in 2024, indicating positive shareholder sentiment on compensation program design .
- Concerns and RED FLAGS
- SEC settlement (Dec 2019): Without admitting or denying allegations, Mr. Grewal consented to a Final Judgment permanently enjoining future violations/aiding and abetting certain reporting provisions and paid $350,000 (including a $100,000 civil penalty) in connection with conduct during his tenure as CFO at Constant Contact; this is a governance red flag that may affect investor perception of board risk oversight and compensation committee credibility .
- Board leadership: combined Chair/CEO and no Lead Independent Director (though a Presiding Director leads independent sessions); some investors prefer a separate chair or a formal lead independent structure .
- Engagement optics: only one director attended the 2024 annual meeting (attendance not required), which some shareholders view as a soft signal on engagement .
Related-Party and Conflicts Review
- No related-party transactions involving Mr. Grewal were disclosed for 2024–2025 YTD; the NCG Committee oversees and must approve any related-person transactions, and the Board conducts quarterly reviews .
- Companywide insider trading controls, anti-hedging, and anti-pledging policies apply to directors; no exceptions disclosed .
Director Compensation (Detail)
| Year | Cash Fees (USD) | Stock Awards FV (USD) | Total (USD) | RSU Grant (shares) | Grant Date | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 61,500 | 179,922 | 241,422 | 665 | Feb 16, 2024 | Equal quarterly installments during 2024, subject to service |
Compensation Committee Analysis (structure and process)
- Composition and activity: Compensation Committee comprised of independent directors Wilder (Chair), Grewal, and Leeds; met 7 times in 2024 .
- Independent adviser: Compensia engaged; independence reaffirmed Feb 2025; committee controls adviser engagement and fees .
- Interlocks: None disclosed for 2024 .
Risk Indicators
- Legal proceedings: Proxy states no current material legal proceedings involving any director adverse to the Company; Board/committee risk oversight described (including cybersecurity and compensation risk reviews) .
- Clawback: Dodd-Frank compliant recoupment policy in place for incentive-based compensation upon a restatement (applies to current/former executive officers) .
Overall: Grewal is an experienced finance/operator with long Penumbra tenure and compensation committee service—positive for board effectiveness. The 2019 SEC settlement is a notable red flag to weigh against otherwise strong alignment policies and recent shareholder-rights enhancements .