Mary Puma

About Mary Puma

Mary Puma (age 66) is a Class I independent director at Penguin Solutions (PENG) serving since July 2023. She is a former long-tenured semiconductor CEO with deep operations and supply-chain expertise. Education: BA in Economics (Tufts University) and MS from MIT Sloan School of Management . She sits on Audit and Compensation Committees and is deemed independent under SEC/Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except CEO Mark Adams and SKT designee Min Yong Ha are independent; Mary is independent .
• Committee assignments: Audit Committee member; Compensation Committee member .
• Audit Committee financial expert: Board determined all Audit Committee members (including Mary) are qualified financial experts .
• Board leadership: Independent Chair (Penelope Herscher); CEO separate; independent directors meet regularly in executive session .
• Attendance: Board held 13 meetings in fiscal 2024; each then-serving director attended ≥75% of aggregate Board/committee meetings served .
• Committee cadence: Audit (9 meetings), Compensation (4), Nominating & Corporate Governance (4), Cybersecurity & Technology Risk (4) in fiscal 2024 .

Fixed Compensation

• Program structure (independent directors):
  • Board cash retainer: $60,000 (member); Chair: $110,000 (inclusive) .
  • Committee cash retainers: Audit $10,000 member / $30,000 chair; Compensation $7,500 member / $20,000 chair; NCG $5,000 member / $15,000 chair; Cybersecurity $5,000 member / $15,000 chair .
  • No separate meeting fees .
• 2024 director compensation (Mary Puma):
  • Fees earned in cash: $77,500 (consistent with Board + committee membership) .
  • Share awards granted in fiscal 2024: $0 (no grant recorded for FY2024) .

Performance Compensation

• Director equity program:
  • Annual RSU grant: approx. $150,000 grant-date value; vests in full on first anniversary or earlier at next AGM when term expires .
  • Initial RSU grant (for new directors): grant-date value calculated as $10,000 × months from appointment month through Jan 31 of second January after appointment; vests partly at first anniversary and remainder the second January after appointment .
  • Change in control: Director RSUs fully vest upon change in control .
• Mary Puma’s 2024 equity activity:
  • RSUs held (as of Aug 30, 2024): 2,567 units .
  • No RSU grant recorded during fiscal 2024 .

Other Directorships & Interlocks

• Current boards: Ciena, Allegro MicroSystems, Entegris; SEMI Board Chair .
• Potential interlocks/conflicts: None disclosed by PENG for Mary; company maintains a Related Person Transaction Policy and Audit Committee approval process for any related person transactions .
• SKT Investment: A separate related party (SKT) designated Min Yong Ha to the Board; does not affect Mary’s independence .

Expertise & Qualifications

• Industry leadership in semiconductors and electronics with extensive supply chain expertise .
• Audit Committee financial expert designation .
• Public company board experience across technology and industrial sectors .

Equity Ownership

• Beneficial ownership (as of Dec 9, 2024):
  • Total beneficial: 6,967 shares (<1%) .
  • Direct: 4,400 shares .
  • RSUs scheduled for release within 60 days: 2,567 .
• Anti-hedging/pledging: Directors are prohibited from hedging, short sales, and pledging company shares .
• Director stock ownership guidelines: Covered independent directors required to hold equity equal to 5× annual cash Board member retainer; compliance required by March 31, 2026 or within 5 years of appointment. As of record date, all Covered Directors either complied or were in the transition period .

Insider Trades (Form 4)

Source: Insider-trades skill output (Form 4 SEC filing URL).

Say-on-Pay & Shareholder Feedback

• 2025 AGM outcomes (Feb 7, 2025):
  • Say-on-Pay (NEO compensation): For 39,400,995; Against 733,768; Abstain 79,814; Broker non-votes 5,881,580 .
  • Frequency of Say-on-Pay: “One year” chosen (1 Year 38,737,343; 2 Years 162,494; 3 Years 1,250,680; Abstain 64,060; Broker non-votes 5,881,580) .
  • Director elections (Class II): Min Yong Ha and Penelope Herscher elected; Mary was not up for election (Class I) .

Governance Assessment

• Alignment and Independence: Mary meets independence standards, sits on two key committees, and holds Audit Committee financial expert status—supportive of board effectiveness and oversight of financial reporting and compensation .
• Attendance and Engagement: Board and committee cadence is robust; aggregate attendance ≥75% for all directors, suggesting active engagement. As a member of Audit and Compensation Committees, she contributes to two high-impact governance areas .
• Compensation and Ownership: Modest 2024 cash fees ($77.5k) and time-based RSU approach for directors; strong ownership alignment via 5× retainer guideline and anti-hedging/pledging policy. Recent Form 4 RSU award indicates ongoing equity alignment (SEC Form 4 link above).
• Conflicts and RPT Controls: No related-party transactions disclosed for Mary. Company maintains a rigorous RPT approval policy and Audit Committee oversight. SKT’s board designee is separate from Mary and does not affect her independence .
• Shareholder Signals: Strong shareholder support for Say-on-Pay and annual vote frequency suggests investor confidence in compensation governance. Combined with Mary’s credentials and committee roles, signals are constructive for governance quality .

RED FLAGS: None disclosed specific to Mary Puma. Company-level controls mitigate hedging/pledging risks; no RPTs involving Mary; high say-on-pay support reduces compensation governance risk .