Mark Papermaster
About Mark Papermaster
Mark Papermaster (age 63) is an independent Class III director of Penguin Solutions, serving since August 2022. He is Chief Technology Officer and Executive Vice President, Technology and Engineering at Advanced Micro Devices (AMD), responsible for corporate technical direction, product development, advanced research, and IT foundation; previously he held senior leadership roles at Cisco, Apple, and IBM. He holds a B.S. in Electrical Engineering from the University of Texas at Austin and an M.S. in Electrical Engineering from the University of Vermont. His tenure aligns with board refreshment and technical depth critical to Penguin’s HPC/AI strategy .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | CTO & EVP, Technology and Engineering | 2019–present | Leads corporate technical direction, product development, advanced research, and compute infrastructure IT |
| Advanced Micro Devices (AMD) | SVP & CTO | October 2011–2019 | Joined AMD as SVP & CTO; led broad product development programs |
| Cisco Systems | Senior leadership roles | Prior to Oct 2011 | Senior roles prior to AMD appointment |
| Apple | Senior leadership roles | Prior to Oct 2011 | Senior roles prior to AMD appointment |
| IBM | Senior leadership roles | Prior to Oct 2011 | Senior roles prior to AMD appointment |
External Roles
| Organization | Role |
|---|---|
| University of Texas Cockrell School of Engineering | Advisory Board member |
| Juvenile Diabetes Research Foundation | Advisory Board/leadership involvement |
| CTO Forum | Advisory Board member |
| IEEE | Industry Advisory Board member |
| Global Semiconductor Alliance | Board of Directors |
Board Governance
- Committee assignments: Compensation Committee member; Chair of the Cybersecurity & Technology Risk Management Committee .
- Independence: Board determined Papermaster is independent under SEC and Nasdaq standards; only the CEO (Mark Adams) and SKT’s designee (Min Yong Ha) are non-independent .
- Attendance/engagement: Board met 13 times in FY2024; each then-serving director attended ≥75% of aggregate Board and committee meetings; Compensation Committee met 4 times; Cybersecurity Committee met 4 times .
- Board leadership: Separate independent Chair (Penelope Herscher) and CEO roles; independent directors meet in executive session regularly .
Fixed Compensation
| Component | FY2024 Amount | Details |
|---|---|---|
| Board cash retainer | $60,000 | Paid quarterly; inclusive of member retainer |
| Compensation Committee member retainer | $7,500 | Member fee |
| Cybersecurity Committee chair retainer | $15,000 | Chair fee inclusive of membership |
| Total cash (FY2024 reported) | $82,500 | Matches reported “Fees Earned or Paid in Cash” |
| Annual director RSU grant (grant-date value) | ~$150,000 | Vests in full on first anniversary (or earlier at next AGM term end) |
| FY2024 share awards (reported grant-date value) | $155,860 | FASB ASC 718 grant-date fair value |
| RSUs held (as of Aug 30, 2024) | 6,821 units | From director RSU holdings table |
Additional program terms:
- Initial director RSUs are prorated based on appointment month and vest over two dates; all director RSUs fully vest upon change in control .
- No separate meeting fees; chair retainers are inclusive of member fees .
Performance Compensation
| Performance-linked element | Metric(s) | Status |
|---|---|---|
| Director equity | Time-based RSUs | No performance metrics disclosed; RSUs vest based on service; fully vest upon change in control |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No fiscal 2024 Compensation Committee member (including Papermaster) was an officer/employee; no executive of Penguin served on another issuer’s board/comp committee with reciprocal overlap during the last fiscal year .
- SK Telecom investment governance: SKT received a board designation right and appointed Min Yong Ha; Papermaster is not connected to SKT and is independent of the SKT designation .
Expertise & Qualifications
- Deep engineering and product development leadership across microprocessors, mobile devices, and high-performance servers; cyber and information security background as a CTO .
- Chairs Cybersecurity Committee overseeing global IT strategy, cybersecurity, AI governance, privacy, data protection, incident response, disaster recovery, and legal compliance; committee met four times in FY2024 and receives regular CIO updates .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares) | 9,564 shares | Held of record; “less than 1%” of shares outstanding |
| RSUs outstanding (as of Aug 30, 2024) | 6,821 units | Director RSU holdings |
| Shares outstanding basis (record date) | 53,343,996 ordinary shares | Record Date Dec 9, 2024 |
| Anti-hedging/pledging policy | Prohibited for directors | Short sales, options, hedging, pledging all prohibited |
| Director ownership guidelines | 5× annual cash board retainer | Compliance by March 31, 2026 or within 5 years of appointment; all covered directors compliant or within transition period |
Governance Assessment
- Board effectiveness: Papermaster brings CTO-level expertise and chairs the Cybersecurity Committee, strengthening oversight of technology risk, AI governance, and data protection; attendance and committee activity were robust in FY2024 (Board 13 meetings, ≥75% attendance; Compensation and Cybersecurity Committees each met 4 times) .
- Independence and alignment: Classified as independent; subject to anti-hedging/pledging; adheres to strengthened director ownership guidelines (5× cash retainer) with directors compliant or in the transition window; these practices support investor alignment .
- Compensation: FY2024 director comp was $82,500 cash and $155,860 in RSUs; program uses time-based RSUs with change-in-control vesting; no performance-conditioned director equity was disclosed, consistent with market norms for independent director pay .
- Conflicts/related-party exposure: No related-person transactions involving Papermaster disclosed; any such transactions would require Audit Committee review/approval under Penguin’s Related Person Transaction Policy .
- Investor signals: Say-on-Pay approval of 97.8% at the 2024 AGM indicates broad investor support for Penguin’s pay and governance practices, reflecting positively on board oversight; clawback policy compliant with Rule 10D-1 and anti-hedging/pledging further strengthen governance .
RED FLAGS: None disclosed for Papermaster—no pledging/hedging, no related-party transactions, Compensation Committee interlocks absent, attendance thresholds met .