Bryan Ingram
About Bryan Ingram
Independent Class III director at Penguin Solutions, Inc. (PENG) since October 2018; age 60 as of December 13, 2024, with term expiring at the 2026 annual meeting. Former SVP/GM of Broadcom’s Wireless Semiconductor Division, and former COO of Avago; B.S. Electrical Engineering (University of Illinois) and M.S. Electrical Engineering (Johns Hopkins). Core credentials: deep RF/semiconductor operating leadership, product/operations oversight, and board experience in communications technology.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Inc. | SVP & GM, Wireless Semiconductor Division | 2015–2019; 2007–2013 | Led RF components development/production/marketing for handsets and communications devices |
| Avago Technologies | Chief Operating Officer | 2013–2015 | Led legacy Avago business units and operations |
| Agilent SPG (pre-Avago) | VP & GM, Wireless Semiconductor Division | to 2005 | General management in wireless semiconductors |
| HP Inc.; Westinghouse | Management roles | 1986–1999 | Multiple engineering/management posts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aviat Networks, Inc. | Director | Since Nov 2021 | Public company board experience in wireless transport |
Board Governance
- Committee assignments (FY2024): Compensation (member; designated incoming Chair effective at the Feb 7, 2025 AGM), Nominating & Corporate Governance (member), Cybersecurity & Technology Risk Management (member). All three are standing committees of the Board.
- Independence: Board determined Mr. Ingram is independent under SEC and Nasdaq standards; only the CEO and SKT designee are non-independent.
- Attendance: Board held 13 meetings in FY2024; each then-serving director attended at least 75% of Board and committee meetings for which they served.
- Leadership/structure: Board is chaired by independent director (separate from CEO); independent directors meet regularly in executive session.
Fixed Compensation (Director; Fiscal 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $60,000 | Standard member retainer (no meeting fees) |
| Committee member fees | $17,500 | Compensation ($7,500), NCG ($5,000), Cybersecurity ($5,000) |
| Total cash | $77,500 | Sum of cash components |
| Equity (RSUs) – grant date fair value | $155,860 | Annual director RSU; vests in full after ~1 year/next AGM |
| Total (cash + equity) | $233,360 | FY2024 reported total |
- Program features: No meeting fees; committee chair fees apply only if chair (not applicable to Mr. Ingram in FY2024). Annual equity retainer targeted at ~$150,000 in RSUs; RSUs fully vest on the first anniversary (or earlier at the next AGM at end of term).
Performance Compensation
| Equity Award Feature | FY2024 Terms | Performance Metrics |
|---|---|---|
| Annual Director RSU | Approx. $150,000 grant; Mr. Ingram’s grant-date fair value $155,860 | None; time-based vesting only (no performance criteria) |
- Note: Director RSUs are time-based; performance metrics (financial/ESG/TSR) apply to executive incentive plans, not to director equity.
Other Directorships & Interlocks
- Current public company board: Aviat Networks, Inc. (director since Nov 2021).
- Compensation Committee interlocks: None reported for PENG in FY2024 (no cross-board/officer interlocks).
Expertise & Qualifications
- Technical/operator expertise in RF and wireless semiconductors; prior leadership of large divisions and operations (Broadcom/Avago).
- Public company board experience; service on governance, compensation, and cybersecurity oversight committees.
- Education: B.S. EE (University of Illinois), M.S. EE (Johns Hopkins).
Equity Ownership
| Measure | Value | As-of | Notes |
|---|---|---|---|
| Shares beneficially owned | 37,277 | Dec 9, 2024 | Held of record by Mr. Ingram |
| Percent of outstanding | <1.0% | Dec 9, 2024 | Per beneficial ownership table note |
| RSUs outstanding (director) | 6,821 | Aug 30, 2024 | Unvested RSUs held at FY2024 year-end |
| Ownership guidelines | 5x annual cash Board retainer | Compliance by later of Mar 31, 2026 or 5 years from appointment | Applies to independent directors; alignment policy strengthened in Mar 2024 |
| Hedging/pledging | Prohibited | Policy in force | No short sales, options, hedging, or pledging permitted for directors |
- Insider trades reporting: Mr. Ingram filed a Form 4 with the SEC on Feb 11, 2025 relating to his PENG holdings/awards.
Governance Assessment
-
Strengths
- Independent director with relevant semiconductor/RF operating background; sits on key oversight committees (Compensation, NCG, Cybersecurity).
- High attendance; independent board structure with regular executive sessions.
- Alignment mechanisms: meaningful director equity retainer; tightened director ownership guideline to 5x cash retainer; anti-hedging/pledging policy.
- No related-party transactions disclosed for Mr. Ingram; Compensation Committee reported no interlocks.
- Shareholder support for executive pay (contextual signal of governance environment): 97.8% Say‑on‑Pay support at 2024 AGM.
-
Watch items
- Transition to Compensation Committee Chair after the 2025 AGM elevates oversight responsibility; investors should monitor rigor of pay-for-performance alignment and responsiveness to shareholder feedback under his chairship.
- Broader company context includes a significant strategic investor with a board designee (SKT); while unrelated to Mr. Ingram, this heightens the importance of independent director oversight on committee work.
Potential Conflicts / Related-Party Exposure
- Company policy requires Audit Committee review/approval of any related person transactions; no related-party transactions involving Mr. Ingram are disclosed.
Director Compensation Structure (Reference)
| Retainer/Fee | Chair | Member |
|---|---|---|
| Board cash retainer | $110,000 | $60,000 |
| Audit Committee | $30,000 | $10,000 |
| Compensation Committee | $20,000 | $7,500 |
| Nominating & Corporate Governance | $15,000 | $5,000 |
| Cybersecurity & Technology Risk Mgmt | $15,000 | $5,000 |
| Annual Director RSU (approximate) | — | $150,000 grant-date value; vests in ~1 year |
All compensation values and policy terms as disclosed for fiscal 2024; no meeting fees; initial RSU grants for new directors are prorated with specified vesting; director RSUs vest on change in control.
Insider Trades (Summary)
| Date | Filing | Description |
|---|---|---|
| Feb 11, 2025 | Form 4 | Reported director equity/holdings transaction (standard reporting; attorney-in-fact signature) |