Joseph Clark
About Joseph Clark
Joseph Clark, age 52, is Senior Vice President, Penguin Solutions and President, Optimized LED (formerly LED Solutions). He has over 25 years of lighting/technology experience, joined CreeLED in 1998, and later led worldwide LED operations and the Board & Module business. He began his career at Intel as a Characterization and Yield Engineer, and holds B.S. and M.S. degrees in Materials Science and Engineering from North Carolina State University with more than a dozen LED lighting–related patents . In FY2024, Penguin Solutions delivered revenue of $1.17B, GAAP gross margin of 29.1% (+30 bps YoY), services revenue mix of 21% (+370 bps), and segment mix of 47% Advanced Computing, 30% Integrated Memory, and 22% Optimized LED—Clark’s segment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CreeLED, Inc. | R&D Engineer (LED Epitaxy); multiple leadership roles culminating as Head of LED R&D | 1998–2017 | Built advanced LED R&D; later led worldwide LED operations; drove strategy and engineering execution |
| CreeLED, Inc. | VP, Integrated Lighting Solutions (Board & Module business) | Post-2017 (exact dates not disclosed) | Led a core LED product business; module and board expansion initiatives |
| CreeLED, Inc. | VP, Global Operations (LED) | Prior to appointment as President, Optimized LED (dates not disclosed) | Managed global LED operations, strategy, and engineering |
| Intel Corporation | Characterization and Yield Engineer | (prior to CreeLED; dates not disclosed) | Semiconductor characterization; process yield improvement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships or committee roles disclosed in filings |
Fixed Compensation
- Not disclosed for Joseph Clark in FY2024; he was not a Named Executive Officer (NEO) that year, and his base salary/bonus details do not appear in the NEO tables .
Performance Compensation
Company-wide executive incentive design (applies to “then-serving executive officers” per program design):
-
Annual bonus (FY2024):
- 75% weighting: financial metrics (net sales and non-GAAP operating income)
- 25% weighting: individual performance, including ESG goals; 10% of each executive’s target bonus tied to measurable ESG objectives (human capital, environmental stewardship)
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Long-term equity mix:
- Performance Stock Units (PSUs): 50% of annual grant; 3-year performance period; vesting tied to relative total shareholder return (TSR) vs Russell 2000
- Time-based RSUs: 50% of annual grant; vest quarterly over four years, subject to continued service
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PSU change-in-control terms (plan form):
- If CoC occurs ≤1 year from grant date: PSUs vest at target immediately
- If CoC occurs >1 year from grant date: vesting based on actual performance through CoC date; non-vested forfeited
| Incentive Type | Metric | Weight/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (FY2024) | Net Sales, Non-GAAP Operating Income | 75% weighting | Company states adherence to pre-set annual plan; individual payouts not disclosed for Clark | Cash (annual) |
| Annual Bonus (FY2024) | Individual + ESG goals | 25% weighting; ESG is 10% of total target bonus | Not disclosed for Clark | Cash (annual) |
| PSUs | TSR vs Russell 2000 | Target shares (50% of annual grant) | Range not explicitly stated for PSUs; restricted awards with market conditions may vary 0–200% of target | 3-year period; vest on certification |
| RSUs | Service | N/A | N/A | Quarterly over 4 years |
Equity Ownership & Alignment
- Beneficial ownership for Joseph Clark is not itemized in FY2024/FY2025 proxy ownership tables (NEOs and directors listed; Clark not included) .
- Equity plan capacity and vesting norms:
- 2017 Stock Incentive Plan: 4.8M shares available as of Aug 29, 2025; options/RSUs generally vest over four years; options 7–10-year term .
- Anti-hedging and anti-pledging policy: Executives and directors are prohibited from short sales, options, hedging, and pledging/margin accounts in PENG shares (RED FLAG mitigant); policy applies even post-employment while in possession of MNPI .
- Insider trading policy clarifies treatment of option exercises, vesting tax withholding, and ESPP transactions; enforcement includes serious penalties and employment discipline .
- Officer/director ownership guidelines: A Director and Officer Share Ownership Retention Policy exists; directors must hold equity equal to 5x the annual cash Board retainer by the later of March 31, 2026 or 5 years post-appointment; officer numeric thresholds are not disclosed in text cited here .
Employment Terms
- Role and tenure: SVP & President, Optimized LED since September 2022 .
- Employment agreement: Offer Letter dated September 6, 2022 (filed as Exhibit 10.1 to an April 9, 2024 10-Q); specific cash compensation terms were not included within the cited chunks here .
- Change-in-control economics: If Clark holds PSUs under the company’s plan forms, PSUs vest at target for CoC ≤1 year; otherwise vest based on performance through CoC; non-vested forfeited .
- Clawback policy: Adopted June 30, 2025; applies to current/former officers; mandates recovery of erroneously awarded incentive-based compensation upon a financial restatement, regardless of misconduct; allows recovery in cases of misconduct at Board discretion .
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| Revenue ($USD Billions) | $1.17B |
| GAAP Gross Margin (%) | 29.1% (+30 bps YoY) |
| Services Revenue Mix (%) | 21% (+370 bps YoY) |
| Segment Revenue Mix (%) | Advanced Computing 47%; Integrated Memory 30%; Optimized LED 22% |
Additional indicators:
- Stock-based compensation (continuing ops) FY2025: $41.2M; FY2024: $43.2M; FY2023: $39.2M .
- Restricted awards activity and potential 0–200% payout range for market-conditioned awards (Monte Carlo valuation) .
Compensation Committee Analysis
- Independent consultant: Semler Brossy engaged; assessed peer group competitiveness; advised on equity mix, clawback, share ownership guidelines; confirmed independence (no other services) .
- Committee independence and charter details; market comparison and governance practices (say-on-pay annually) .
- 2024 Say-on-Pay approval: 97.8% shareholder support, signaling broad approval of revised practices (annual bonuses, PSU design, ESG integration) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Clawback policy compliant with SEC rules (recovery on restatement/misconduct) .
- No disclosed related-party transactions involving Clark; company’s 8-K refinancing covenant language permits customary employment/severance arrangements and tax withholding upon equity exercises but restricts affiliate transactions and additional restricted payments unless leverage and default conditions are met .
- Insider Form 4 activity for “Joseph Clark” could not be retrieved due to API authorization failure; attempted query returned 401 Unauthorized (insider-trades skill). As a result, recent trading patterns and post-transaction holdings are not available via this channel.
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay cadence (one year): Board recommendation and advisory vote structure reaffirmed .
- Shareholder outreach to top 25 holders pre-AGM; feedback positive on governance/improvements .
Investment Implications
- Compensation-performance alignment: Clark’s incentives likely mirror the executive framework—annual cash tied to net sales/non-GAAP operating income and ESG, and long-term equity tied to relative TSR—supporting multi-year value creation in his Optimized LED segment .
- Selling pressure: Anti-pledging/hedging policy and structured vesting reduce forced selling risk; however, absence of disclosed individual holdings or Form 4 data limits visibility on near-term insider supply for Clark .
- Retention: PSU CoC acceleration at target (within 1 year) and plan-wide equity mix enhance retention but also create event-driven payout sensitivity; clawback further aligns behavior to financial integrity .
- Execution risk: Segment contribution at 22% of FY2024 revenue emphasizes Clark’s operational impact; continued services mix expansion (21%) and margin stability suggest operational discipline; sustained TSR outperformance is required for PSU vesting .
Note: Specific cash compensation (base salary, target/actual bonus) and individual grant quantities/values for Joseph Clark were not disclosed in the cited filings; his offer letter’s presence is noted but detailed terms are not accessible within the provided document set .