Nate Olmstead
About Nate Olmstead
Nate Olmstead is Senior Vice President and Chief Financial Officer of Penguin Solutions (ticker: PENG), appointed June 26, 2024. He is 52 years old, holds an MBA from Harvard Business School and a BA in Quantitative Economics from Stanford University, and previously served as CFO of Logitech and in multiple senior finance roles at HP/HPE including Investor Relations and Global Operations finance . Company performance context during his tenure start: fiscal 2024 revenue was $1.17B and non‑GAAP operating income was $120.3M; cumulative TSR since FY2020 was 164 (vs. peer index 186) at FY2024 year‑end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Logitech International S.A. | Chief Financial Officer; Interim CFO; VP Business Finance | 2019–2023 (CFO 2019–2023; interim CFO June–July 2019; VP Business Finance April–June 2019) | Led corporate finance as CFO; prior leadership in business finance |
| Hewlett-Packard / Hewlett Packard Enterprise | VP Finance, Global Operations; VP Finance, EG Global Supply Chain & Quality; VP Finance, HP Storage & HP Converged Systems; Director, HP Investor Relations | Various years (not disclosed) | Senior operating finance and IR leadership roles |
External Roles
- None disclosed in the proxy for current public company directorships or other external board roles .
Fixed Compensation
| Element | Terms | FY2024 Actual |
|---|---|---|
| Base salary | $500,000 annualized (effective upon hire) | $82,692 (partial‑year from June 26, 2024) |
| Target bonus | 80% of base salary ($400,000 at target); eligibility requires ≥50% of working days in period | Not eligible for FY2024 bonus due to start date |
| Sign‑on bonus | $180,000; subject to repayment if terminated for cause or resigns without good reason before June 26, 2025 | $180,000 paid |
Performance Compensation
| Plan/Metric | Structure | Weighting/Targets | FY2024 Outcome |
|---|---|---|---|
| Annual cash incentive (company program) | Non‑GAAP operating income and net sales; ESG component in individual factor | 75% Financial (non‑GAAP OI 75%, net sales 25%); 25% Individual; ESG goals form 10% of target bonus | Olmstead not eligible for FY2024 due to start date; program financial factor decelerated to 0% company‑wide in FY2024 |
| PSUs (relative TSR) | 3‑year TSR vs Russell 2000; linear payouts; 0–200% of target | At median = 100%; +25% over median = 200%; −25% = 50% | Grant began June 26, 2024; vests after 3‑year performance period if earned |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 1,578 shares beneficially owned via RSUs scheduled to release within 60 days of Dec 9, 2024; <1% of outstanding shares (53,343,996) |
| New‑hire equity grants | 61,331 RSUs and 61,331 target PSUs granted June 26, 2024 |
| RSU vesting | 25% on July 20, 2025; remaining 75% in 12 equal quarterly installments thereafter, subject to continued service |
| PSU vesting & metrics | 3‑year performance period beginning June 26, 2024; TSR vs Russell 2000; vesting based on achieved percentile; continued service required |
| Ownership guidelines | Executives (other than CEO) must hold equity ≥1x base salary; compliance by March 31, 2026 or within 5 years of becoming subject; 20% post‑tax retention until compliant |
| Hedging/pledging | Prohibited for executives and directors (no hedging or pledging/margin) |
| Clawback | SEC Rule 10D‑1 compliant clawback for erroneously awarded incentive comp; supplemental misconduct clawback available |
Employment Terms
| Topic | Key Terms |
|---|---|
| Start date | June 26, 2024 (SVP & CFO) |
| Severance (non‑CIC) | 1.0x base salary; prorated current‑year bonus (if eligible); up to 12 months health benefits, subject to release |
| Change‑in‑control (CIC) double trigger | If terminated without cause or resigns for good reason within CIC protection period (2 months before to 12 months after CIC): 1.5x base salary + 1.5x most recent annual bonus; prorated bonus; up to 18 months health benefits; 100% acceleration of unvested awards, subject to release |
| Equity treatment on CIC (no termination) | PSUs: if CIC within 12 months of grant, vest at target; if >12 months post‑grant, vest based on actual performance through CIC; certain performance awards may partially vest pro‑rata with remainder continuing if assumed; immediate vest if not assumed/substituted |
FY2024 Compensation Grants (detail)
| Grant Type | Grant Date | Shares/Units | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| PSUs (target) | Jun 26, 2024 | 61,331 | TSR vs Russell 2000 over 3 years | $2,348,364 |
| RSUs | Jun 26, 2024 | 61,331 | 25% on Jul 20, 2025; then 12 quarterly installments | $1,421,653 |
Say‑on‑Pay & Governance Signals
- Say‑on‑Pay support: 97.8% approval at the 2024 Annual General Meeting, reflecting broad shareholder support for pay framework .
- Compensation design: 50% of annual grants in PSUs tied to 3‑year relative TSR; short‑term cash incentives tied to non‑GAAP operating income and net sales with an ESG goal component (10% of target) .
- Independent compensation advisor: Semler Brossy retained by the Compensation Committee; independence affirmed .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates alignment risk .
- Clawback policy compliant with SEC/Nasdaq; enhances recovery mechanisms .
- No related‑party transactions disclosed involving Olmstead; SKT investment disclosed separately with board designee (not Olmstead) .
Investment Implications
- Alignment: High equity weighting (new‑hire RSUs/PSUs) and 3‑year TSR performance linkage support long‑term alignment; ownership guidelines (≥1x salary) and anti‑hedging/pledging policies further reinforce alignment .
- Retention/overhang: RSUs begin vesting July 2025 with quarterly releases thereafter, creating periodic liquidity events; PSUs require sustained TSR outperformance to earn above target, likely aiding retention and performance focus .
- Change‑in‑control economics: Double‑trigger severance (1.5x salary+bonus) with full equity acceleration in a CIC termination scenario balances retention with potential acquisition outcomes; PSUs have protective treatment if CIC occurs within 12 months of grant (target vesting) .
- Pay practice support: Strong 2024 Say‑on‑Pay vote (97.8%) and use of independent consultant indicate low governance friction risk on compensation matters near term .