Penelope Herscher
About Penelope Herscher
Penelope Herscher (age 64) is an independent director of Penguin Solutions, Inc. (PENG) serving since September 2021 and currently the independent Chair of the Board; she holds BA Hons and MA degrees in Mathematics from Cambridge University and has extensive technology sector CEO and public board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Rain, Inc. | Chief Executive Officer | Since 2004 (exact dates not disclosed) | Led growth of data/analytics firm; adds operating CEO perspective |
| Cadence Design Systems, Inc. | EVP & Chief Marketing Officer | Since 2004 (exact dates not disclosed) | Brings semiconductor/software go-to-market experience |
| Simplex Solutions, Inc. | Chief Executive Officer | Since 2004 (exact dates not disclosed) | Adds EDA and semiconductor ecosystem leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Lumentum Holdings, Inc. | Chair of the Board | Current | Independent chair; optics/photonic components exposure |
| FORVIA SA | Director | Current | Global automotive supplier perspective |
| Embark Trucks, Inc. | Director | Sep 2022 – Aug 2023 | Autonomous trucking exposure |
| Verint Systems, Inc. | Director | Mar 2017 – Jun 2021 | Enterprise software/customer engagement analytics |
| PROS Holdings, Inc. | Director | Jan 2018 – May 2021 | AI-driven pricing and revenue management |
| Rambus, Inc. | Director | Jul 2006 – Apr 2018 | Semiconductor IP and memory ecosystem experience |
Board Governance
- Independent Chair of the Board; CEO/Chair roles separated to strengthen oversight. Independent directors meet regularly without management and the Chair leads those sessions .
- Committee assignments: Member, Nominating & Corporate Governance (NCG) Committee; not on Audit, Compensation, or Cybersecurity Committees .
- Independence: Board determined Herscher is independent under SEC and Nasdaq rules; there are no family relationships among directors/executives .
- Attendance: In fiscal 2024, the Board met 13 times; each then-serving director attended at least 75% of Board and applicable committee meetings .
- Board composition: 9 directors; staggered classes. Herscher is Class II, nominated for a term expiring at the 2028 AGM .
- Related-party controls: Audit Committee pre-approves related person transactions; formal policy covers directors, 5% holders, and family members with annual reviews; directors must disclose interests .
Fixed Compensation
- Program structure (effective through fiscal 2024): annual cash retainers and annual RSUs; no meeting fees; chair/member and committee-specific retainers shown below .
| Component | Amount (USD) | Vesting/Notes |
|---|---|---|
| Board Chair cash retainer | $110,000 | Paid quarterly; inclusive of member retainer |
| Board member cash retainer | $60,000 | Paid quarterly |
| Audit chair/member | $30,000 / $10,000 | Paid quarterly |
| Compensation chair/member | $20,000 / $7,500 | Paid quarterly |
| NCG chair/member | $15,000 / $5,000 | Paid quarterly |
| Cybersecurity chair/member | $15,000 / $5,000 | Paid quarterly |
| Annual Director RSUs | ~$150,000 grant-date value | Vest in full on first anniversary or next AGM at term expiry; accelerate on change-in-control |
- FY2024 actual for Herscher:
| Name | Cash Fees (USD) | Share Awards (USD) | Total (USD) |
|---|---|---|---|
| Penelope Herscher | $115,000 | $155,860 | $270,860 |
Explanation: As Board Chair ($110,000) plus NCG Committee member ($5,000) equals $115,000 cash; RSU grant date fair value reflects share price rounding and totaled $155,860 .
Performance Compensation
- Directors do not receive performance-based bonuses, PSUs, or options; equity is time-based RSUs only .
| Metric category | FY2024 disclosure |
|---|---|
| Cash bonus target/actual | Not applicable for directors |
| PSU/TSR metrics | Not applicable for directors |
| Option awards | None disclosed for directors |
| ESG-linked director pay | Not applicable; ESG targets apply to executives’ bonuses |
Other Directorships & Interlocks
- Current external boards: Lumentum (Chair) and FORVIA (Director) .
- No related-party transactions disclosed involving Herscher; Audit Committee oversees any such transactions under policy .
- SK Telecom (SKT) investment: SKT invested $200M in convertible preferred shares and can designate one director (Min Yong Ha, not independent), increasing potential boardroom complexity; Herscher remains independent .
Expertise & Qualifications
- Technology operating leadership: 15+ years as a high-tech CEO; senior marketing leadership in semiconductors/EDA/software .
- Public company governance: 10+ years on U.S. and global public boards; current independent board chair role .
- Technical/analytical foundation: BA Hons and MA in Mathematics (Cambridge) .
- Governance skills: NCG Committee member; experience overseeing board composition, succession, and ESG oversight via NCG .
Equity Ownership
| Holder | Shares (Direct) | Indirect/Trust | RSUs (unreleased, due ≤60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|---|
| Penelope Herscher | 5,050 | 4,584 (2001 Herscher Family Trust) | 6,821 | 16,455 | <1% (asterisked in filing) |
- Anti-hedging/anti-pledging: Directors are prohibited from short sales, options, hedging, or pledging company shares (including margin accounts) .
- Director share ownership guidelines: Covered independent directors must hold equity equal to 5x the annual cash Board member retainer by the later of March 31, 2026 or five years post-appointment; all covered directors were compliant or within the transition period as of the record date .
Governance Assessment
- Strengths: Independent Chair; clear separation from CEO; robust related-party transaction controls; anti-hedging/pledging policy; formal director ownership guidelines; strong attendance; active NCG Committee participation; diversified external board experience enhancing oversight breadth .
- Watch items: SKT’s board designee (non-independent) adds an influential investor voice; continued monitoring of independence and potential interlocks is prudent though no Herscher-specific conflicts disclosed .
- Investor confidence signals: 2024 Say‑on‑Pay approval at 97.8% indicates shareholder support for compensation governance; complements independent chair model and committee oversight framework .