Maximiliane Straub
About Maximiliane Straub
Independent Class I director (age 60) at Penguin Solutions, Inc. (PENG) since 2019; current term extends to the 2027 annual meeting . Former President, Global Business Services at Robert Bosch (Jan 2020–May 2024) and CFO/EVP Finance, Controlling & Administration for Bosch North America (Jun 2010–Dec 2021); prior finance roles at Siemens AG and Siemens Matsushita Components . Education: Industriekauffrau IHK and Diplom-Betriebswirt (Advanced Business Administration) from the University of Munich; recognized by Automotive News as a “Top 100 Women in the Auto Industry” (2010, 2015, 2020) and guest lecturer at the University of Michigan Ross School of Business . She is listed as a director on key SEC filings, including the S-3ASR and 10-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Bosch LLC (Global) | President, Global Business Services | Jan 2020 – May 2024 | Led global shared services transformation |
| Bosch North America | CFO; EVP Finance, Controlling & Administration | Jun 2010 – Dec 2021 | Financial leadership for regional operations |
| Siemens AG / Siemens Matsushita Components | Finance roles (semiconductor division) | Prior to 2010 | Semiconductor finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aquantia Corp. | Director | Jun 2019 – Sep 2019 | Public company board |
| Horizon Global Corporation | Director | May 2018 – May 2019 | Public company board |
| MTS Systems Corporation | Director | Jan 2017 – Feb 2019 | Public company board |
| Two private companies | Director | Current | Names not disclosed |
Board Governance
- Independence: The Board determined Ms. Straub is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; Chair of Nominating & Corporate Governance (NCG); Cybersecurity & Technology Risk Management Committee member .
- Board leadership: Independent Chair (Penelope Herscher); CEO and Chair roles are separated .
- Attendance: Board met 13 times in fiscal 2024; each director attended ≥75% of Board and applicable committee meetings; independent directors meet regularly in executive sessions .
- Policies: Anti-hedging and anti-pledging for all directors; robust Related Person Transaction Policy and Audit Committee review .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual Board cash retainer (Member) | $60,000 | Paid quarterly; no meeting fees |
| Committee cash retainers (Member) | Audit: $10,000; NCG: $5,000; Cybersecurity: $5,000 | Chair fees inclusive of member retainer |
| Committee chair retainer | NCG Chair: $15,000 | Inclusive of member fee |
| FY2024 actual cash (Straub) | $90,000 | Consistent with role mix |
| Annual equity retainer (program) | ~$150,000 RSUs | Vests at 1-year mark or next AGM; change-in-control (CIC) full vest |
| FY2024 equity grant FV (Straub) | $155,860 | RSU grant date fair value |
| RSUs outstanding (8/30/2024) | 6,821 | Unvested director RSUs |
Performance Compensation
| Element | Metric | Terms |
|---|---|---|
| Director RSUs | Time-based vesting | Annual RSUs vest in full after ~1 year; fully vest upon change-in-control |
No performance-based cash or option awards are disclosed for non-employee directors in FY2024; director equity is time-based .
Other Directorships & Interlocks
- Public boards (prior): Aquantia Corp., Horizon Global Corporation, MTS Systems Corporation .
- Current: Two private company boards .
- Related party transactions: None involving Ms. Straub disclosed since the beginning of fiscal 2024; the SK Telecom (SKT) investment added an SKT designee (Min Yong Ha) to the Board, reviewed under Company policies .
Expertise & Qualifications
- Finance and operations leadership at Bosch; semiconductor finance experience at Siemens .
- Recognitions and teaching: Automotive News Top 100 Women in Auto Industry (2010/2015/2020); guest lecturer at UM Ross School .
- Board qualifications: Financial expert designation for Audit Committee members, including Ms. Straub .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | RSUs/Units | Notes |
|---|---|---|---|---|
| Maximiliane Straub | 41,723 | <1% | 6,821 RSUs | Shares held of record; percent below 1% |
| Ownership guidelines (Directors) | 5× annual cash Board retainer | Compliance by Mar 31, 2026 or within 5 years | Applicable to directors | All covered directors in compliance or in transition; anti-pledging/anti-hedging applies |
Governance Assessment
- Board effectiveness: Strong independence and separation of Chair/CEO; Straub chairs NCG and contributes audit oversight, aligning with governance best practices .
- Engagement and attendance: ≥75% attendance across Board/committees; directors meet in executive session regularly, indicating active oversight .
- Alignment and incentives: Director pay balanced between fixed cash and time-based equity; ownership guidelines at 5× retainer support “skin-in-the-game” without risk-taking incentives; RSUs fully vest on CIC (standard for director programs) .
- Conflicts and related-party exposure: No Straub-related transactions disclosed; robust policies and Audit Committee review mitigate conflict risks; anti-hedging/pledging reduces misalignment risk .
- Signals: Prior senior finance roles and audit financial expert status strengthen board oversight of financial reporting and risk; prior public board experience across industrial/technology sectors broadens perspective .
Board Governance (Committee Detail)
| Committee | Role | FY2024 Meetings/Notes |
|---|---|---|
| Audit Committee | Member; financial expert | 9 meetings; oversees financial reporting/internal controls |
| Nominating & Corporate Governance | Chair | 4 meetings; oversees governance policies, succession, ESG |
| Cybersecurity & Technology Risk | Member | 4 meetings; oversees IT, cybersecurity, AI governance |
Director Compensation (FY2024 Detail)
| Metric | FY2024 | Notes |
|---|---|---|
| Cash fees paid | $90,000 | Paid quarterly; includes Board and committee retainers |
| Share awards (FV) | $155,860 | Annual RSUs; grant date fair value |
| RSUs outstanding | 6,821 | As of Aug 30, 2024 |
| Equity vesting | Annual; CIC full vest | Program terms |
Attendance & Independence
- Attendance rate: ≥75% across Board and committees; 13 Board meetings in FY2024 .
- Independence: Independent director; independent Chair; regular executive sessions .
Related Party & Policies
- Related Person Transaction Policy: Audit Committee approval required; annual reviews; Code of Business Conduct requires disclosure of conflicts .
- SKT investment: Board expanded and added SKT designee; no Straub-specific interest disclosed .
- Indemnification: Standard indemnification agreements for directors .
RED FLAGS
- None disclosed specific to Ms. Straub: no related party transactions, no pledging or hedging, independent status maintained .
- CIC acceleration on director RSUs is common but warrants monitoring for potential optics if frequent transactions occur; current structure aligns with market practices .