Not independent
Tenure on this board
22.0 yrs
3 nominees · 3 ballot items.
Three proposals: (1) election of three Class II directors; (2) ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (3) a non-binding advisory (Say-on-Pay) vote to approve the compensation of the Company’s named executive officers for fiscal 2025.
Elect three Class II director nominees — Arani Bose, M.D., Bridget O’Rourke, and Surbhi Sarna — to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify PricewaterhouseCoopers LLP (PwC) as Penumbra’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation paid to the Company’s named executive officers for fiscal 2025 as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables, and related narrative).
This management-sponsored, non-binding Say-on-Pay proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy, encompassing base salaries, RSU grants (including awards under the 2025 performance share unit program tied to revenue and non-GAAP operating metrics), and other disclosed benefits. Management seeks this advisory approval to validate its compensation philosophy—favoring a simple structure of base salary plus long-term equity tied to company performance—and to demonstrate alignment between pay and long-term shareholder value. The context includes the Compensation Committee’s recent adoption of an annual performance-equity program for senior executives (weighted primarily to revenue with a secondary profitability metric), historically low cash bonus usage, and increased equity awards in 2025 tied to 2024 and 2025 performance determinations. The advisory nature means the vote is non-binding, but the Board will consider the vote’s outcome in future compensation decisions; prior engagement showed strong stockholder support for prior years’ pay (approximately 98% approval for 2024 compensation). Management argues the program incentivizes long-term performance, promotes retention through multi-year vesting, and avoids short-term cash incentives that might encourage excessive risk-taking. Counterarguments a sophisticated analyst might consider include concentration of compensation in equity that could be materially affected by transaction outcomes (notably a pending merger process disclosed elsewhere) and limited use of cash incentives which can reduce short-term accountability. The Board’s recommendation rests on its assessment of competitive benchmarking, consultant analysis, and the program’s alignment to strategic goals; it also notes that the vote is advisory and that management and the Compensation Committee will weigh shareholder feedback when making future decisions. Overall, the proposal functions as a governance checkpoint to confirm stockholder support for the Company’s pay philosophy and specific 2025 practices in the context of recent financial performance and strategic developments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.73% | 2,647,929 | $870M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.31% | 1,694,488 | $556M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.21% | 1,654,477 | $543M |
| 4 | HBK INVESTMENTS L P | 4.16% | 1,634,261 | $537M |
| 5 | STATE STREET CORP | 3.01% | 1,185,811 | $389M |
| 6 | BlackRock, Inc. | 2.92% | 1,148,289 | $377M |
| 7 | MILLENNIUM MANAGEMENT LLC | 2.79% | 1,098,136 | $361M |
| 8 | BALYASNY ASSET MANAGEMENT L.P. | 1.94% | 762,096 | $250M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.66% | 651,825 | $214M |
| 10 | CITIGROUP INC | 1.58% | 620,451 | $204M |
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