Johanna Roberts
PenumbraAbout Johanna Roberts
Johanna Roberts, age 53, is Executive Vice President, General Counsel and Secretary of Penumbra; she joined the company in 2014, served as Vice President and Deputy General Counsel from July 2015 to September 2018, and was promoted to her current role in September 2018 . She holds a B.A. from Dartmouth College and a J.D. from Harvard Law School, and previously spent fifteen years at several law firms including Morrison & Foerster LLP in San Francisco . Company performance context: Penumbra’s revenue rose to $1,194,615 thousand in 2024 from $1,058,522 thousand in 2023 and $847,133 thousand in 2022, while total shareholder return (value of a fixed $100 investment) was $144.57 in 2024 versus $153.13 in 2023 and $135.42 in 2022; net income was $14,012 thousand in 2024 versus $90,954 thousand in 2023 and $(2,002) thousand in 2022 . Roberts is the signatory on multiple 8-K filings and corporate charter documents in her capacity as EVP, General Counsel & Secretary, underscoring her central governance role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penumbra, Inc. | Vice President & Deputy General Counsel | Jul 2015–Sep 2018 | Built in-house legal capacity during growth phase |
| Penumbra, Inc. | Executive Vice President, General Counsel & Secretary | Sep 2018–present | Leads legal, governance, and disclosure; key signatory on SEC and governance documents |
| Morrison & Foerster LLP and other law firms | Attorney | 15 years (pre-2014) | Complex corporate/securities law experience supporting public company governance |
External Roles
None disclosed for Roberts (no external public company directorships or committee roles reported) .
Fixed Compensation
Multi-year cash compensation as disclosed:
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 700,000 | — | 6,467 | 2,186,651 |
| 2023 | 655,769 | — | 6,121 | 661,890 |
| 2022 | 650,000 | — | 5,745 | 2,647,654 |
Notes:
- Penumbra generally does not pay annual cash incentive compensation; the Compensation Committee concluded no cash incentive was necessary in 2024 .
- Roberts’ totals include equity fair value amounts in separate tables below per ASC 718 methodology .
Performance Compensation
Structure and metrics (company-wide programs covering NEOs other than the CEO):
| Program/Grant | Metric | Weighting | Target | Actual/Payout | Vesting Terms |
|---|---|---|---|---|---|
| 2023 PSU Program (awards granted Feb 2024) | Revenue; Non-GAAP income from operations | Not disclosed | Predetermined 2023 financial targets | RSU awards granted to Roberts based on Company achievement and individual performance (share counts not itemized) | RSUs generally vest in scheduled installments per award footnotes (see Outstanding Equity Awards) |
| 2024 PSU Program (awards granted Feb 2025) | Revenue; Non-GAAP operating margin (%) | Not disclosed | Predetermined 2024 financial targets | RSU awards granted to Roberts based on Company performance determinations and individual performance (share counts not itemized) | RSUs vest per plan terms; change-in-control accelerates unvested awards subject to service through the event |
| Time-based RSUs (Nov 2024) | Retention/elevated performance recognition | N/A | N/A | RSUs granted (values shown in equity table by tranche) | 50% on Dec 15, 2025 & 2026; 1/3 on Mar 15, 2025–2027; 1/4 on Nov 15, 2025–2028 |
Design notes:
- Penumbra emphasizes base salary plus long-term equity; RSUs are the primary vehicle; options have been used historically but RSUs have become predominant .
- No annual cash bonuses for NEOs in 2024; equity linked to performance via PSU-derived RSUs and separate retention grants .
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Mar 31, 2025) | 56,976 shares; includes 53,238 owned directly, 540 RSUs vesting within 60 days, and 3,198 options exercisable within 60 days; less than 1% of shares outstanding (38,683,650) . |
| Ownership guidelines (executives) | CEO subject to 3x salary stock ownership requirement; non-employee directors 3x cash retainer; executive-specific guidelines beyond CEO not disclosed . |
| Hedging/pledging | Prohibited for employees (including executive officers) and directors under Securities Trading Policy; amended Feb 2023 . |
| Clawback policy | Dodd-Frank 954-compliant recovery of incentive-based compensation upon restatement for prior 3 fiscal years . |
| Upcoming vesting windows (Roberts) | Multiple RSU tranches vest on specific dates between 2025–2028; see schedules below . |
2024 Outstanding Equity Awards (Roberts)
| Instrument | Quantity | Strike/Value | Vesting/Expiration | Market Value ($) at 12/31/2024 |
|---|---|---|---|---|
| Stock options (exercisable) | 3,798 | $22.04 | Exp. 8/11/2025 | N/A (option intrinsic not itemized here) |
| RSUs (tranche) | 540 | $128,239 | Vests per plan (see footnotes; vesting schedule applies) | 128,239 |
| RSUs (tranche) | 375 | $89,055 | Vests in full on Nov 15, 2025 (2014 Plan) | 89,055 |
| RSUs (tranche) | 4,450 | $1,056,786 | 50% on Dec 15, 2025; 50% on Dec 15, 2026 | 1,056,786 |
| RSUs (tranche) | 1,553 | $368,806 | 1/3 on Mar 15 of 2025, 2026, 2027 | 368,806 |
| RSUs (tranche) | 4,290 | $1,018,789 | 1/4 on Nov 15 of 2025, 2026, 2027, 2028 | 1,018,789 |
Change-in-control economics:
- All unvested RSUs and options vest immediately upon change in control, subject to continued service through the date; employment agreements are at-will and provide no severance or cash CIC benefits .
- Intrinsic value of Roberts’ unvested equity that would accelerate under CIC (as of 12/31/2024) is $2,661,675 .
Employment Terms
- Employment arrangement: At-will; no severance or change-in-control cash benefits for NEOs .
- Equity treatment: Single-trigger CIC acceleration for unvested RSUs/options contingent on continued service through the event .
- Insider trading controls: Securities Trading Policy prohibits hedging and pledging; last amended February 2023 .
- Clawback: Restatement-based recoupment policy covering incentive-based compensation for prior three fiscal years .
- Role in compensation governance: Roberts participated with management in developing the 2024 executive compensation program and attended Compensation Committee meetings, excluding discussions of her own pay .
Company Performance Context (for pay-for-performance analysis)
| Year | Revenue ($000s) | Net (Loss) Income ($000s) | TSR – $100 Investment (Company) | TSR – $100 Investment (Peer Group) |
|---|---|---|---|---|
| 2022 | 847,133 | (2,002) | 135.42 | 104.99 |
| 2023 | 1,058,522 | 90,954 | 153.13 | 98.45 |
| 2024 | 1,194,615 | 14,012 | 144.57 | 103.45 |
Program design notes:
- Equity programs link NEO awards (including Roberts) to revenue and profitability metrics through PSU-derived RSUs (2023: revenue and non-GAAP income from operations; 2024: revenue and non-GAAP operating margin) .
- Mix shifted toward RSUs as primary long-term incentive vehicle; options are used less frequently .
Compensation Structure Observations
- Cash vs equity mix: No short-term cash incentives; equity is the primary at-risk component for Roberts, with significant RSU grants in 2022 and 2024 and PSU-based RSUs tied to performance .
- Shift to RSUs: Consistent with lower risk for executives versus options; Penumbra emphasizes RSUs for retention and performance alignment .
- Peer group changes: Five companies added and nine removed in 2024 to reflect changes in revenue and market cap, indicating active benchmarking oversight .
Risk Indicators & Red Flags
- Single-trigger CIC acceleration of unvested equity may reduce post-transaction retention leverage (no double-trigger requirement) .
- Hedging and pledging are prohibited, which mitigates alignment concerns (no pledging noted for Roberts) .
- No severance promises for NEOs reduces cash outflow risk but could elevate retention risk during downturns or transitions .
Investment Implications
- Alignment: Roberts’ equity exposure is meaningful with multi-year RSU vesting through 2028 and options expiring in 2025, aligning her incentives to medium-term company performance; anti-hedging/anti-pledging and clawback policies strengthen alignment .
- Retention risk: Absence of severance and single-trigger CIC acceleration could incentivize staying through a transaction but offers limited downside protection in non-CIC separations; multi-tranche RSU schedules provide ongoing retention hooks .
- Trading signals: Option expiration (Aug 11, 2025) and scheduled RSU vest dates (Mar/Nov 2025–2028; Dec 2025–2026) could create episodic selling pressure windows; monitor Form 4 filings around these dates for activity .
- Performance linkage: PSU programs tie awards to revenue and non-GAAP margin, aligning incentives with growth and profitability; continued revenue growth into 2024 supports program effectiveness though net income moderated versus 2023 .
- Governance quality: Active Compensation Committee oversight with independent consultant (Compensia) and management participation (including Roberts) supports disciplined pay practices; say-on-pay held annually per shareholder preference .