Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark Adams | $890,000 | $0 | $9,681,046 | $0 | $1,099,777 | $0 | $40,674 | $11,711,497 |
| President and Chief Executive Officer | ||||||||
| Tony Frey | 8,173 | 50,000 | 3,274,833 | 0 | 0 | 0 | 0 | 3,333,006 |
| Senior Vice President and Chief Revenue Officer | ||||||||
| Nate Olmstead | 500,000 | 0 | 1,387,235 | 0 | 395,425 | 0 | 21,146 | 2,303,806 |
| Senior Vice President and Chief Financial Officer | ||||||||
| Joseph Clark | 450,000 | 0 | 1,040,399 | 0 | 316,765 | 0 | 17,944 | 1,825,108 |
| Senior Vice President, Penguin Solutions and President, Optimized LED | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mark Adams | $11,711,497 | $5,998,416 | — | +5,713,081 |
| Tony Frey | 3,333,006 | — | — | — |
| Nate Olmstead | 2,303,806 | — | — | — |
| Joseph Clark | 1,825,108 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Tony Frey | PSU | 2025-08-25 | — | 51,858 | — | 103,716 | $2,005,867 |
| Tony Frey | PSU | 2025-08-25 | — | 51,858 | — | 5 | 1,268,965 |
| Anne Kuykendall | PSU | 2024-09-30 | 15,150 | 30,300 | — | 60,600 | 1,029,897 |
| Joseph Clark | PSU | 2024-09-30 | — | 18,937 | — | 4 | 396,730 |
| Pete Manca | PSU | 2024-09-30 | 12,625 | 25,250 | — | 50,500 | 858,248 |
| Pete Manca | PSU | 2024-09-30 | 4 | 6 | — | 25,250 | 528,988 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Tony Frey | $0 | $3,274,832 | $0 | 100.0% |
| Anne Kuykendall | 0 | 1,029,897 | 0 | 100.0% |
| Joseph Clark | 0 | 396,730 | 0 | 100.0% |
| Pete Manca | 0 | 1,387,236 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-02-06 | 43,633,758 | 1,312,811 | 83,598 | 97.08% | Passed |
| 2023 | 2023-02-10 | 39,335,282 | 601,308 | 114,219 | 98.49% | Passed |
| 2022 | 2022-02-11 | 10,933,536 | 8,250,467 | 42,696 | 56.99% | Passed |
| 2021 | 2021-02-12 | 16,792,568 | 4,759,096 | 8,315 | 77.92% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-02-06 | 97.08%a |
| 2023 | 2023-02-10 | 98.49%b |
| 2022 | 2022-02-11 | 56.99%c |
a. Approved under the standard stated in the filing — “Votes that are "WITHHELD" will have the same effect as an abstention and will not count as a vote "FOR" or "AGAINST" a director, because directors are elected by plurality voting.”.
b. Approved under the standard stated in the filing — “What is the effect of abstentions and broker non-votes? Abstentions : Under the laws of the Cayman Islands (under which SGH is incorporated), abstentions are counted as shares present and entitled to vote at the Annual General Meeting but are not counted as votes cast.”.
c. Approved under the standard stated in the filing — “however, because broker non-votes will constitute an abstention, they will have no effect 5 TABLE OF CONTENTS on the outcome of the votes on Proposal No.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 262 : 1 |
|---|---|
| CEO total compensation | $11,711,497 |
| Median employee compensation | $44,715 |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Penguin Solutions | 2025 | Mark Adams | $890,000 | $9,681,046 | $0 | $1,099,777 | $11,711,497 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Mark Adams | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “2025 Summary Compensation Table”. As printed: 11,711,497. Filing ↗machine: span 740166–740176 |
| 2 | Section 01, Tony Frey | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Summary Compensation Table”. As printed: 3,333,006. Filing ↗machine: span 757994–758003 |
| 3 | Section 01, Nate Olmstead | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Summary Compensation Table”. As printed: 2,303,806. Filing ↗machine: span 750587–750596 |
| 4 | Section 01, Joseph Clark | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Summary Compensation Table”. As printed: 1,825,108. Filing ↗machine: span 769717–769726 |
| 5 | Section 03, Tony Frey PSU | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: t40 · r9 · c19 · span 824640–824649 |
| 6 | Section 03, Tony Frey PSU | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t40 · r10 · c19 · span 828457–828466 |
| 7 | Section 03, Anne Kuykendall PSU | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t40 · r12 · c19 · span 834558–834567 |
| 8 | Section 03, Joseph Clark PSU | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t40 · r16 · c19 · span 848749–848756 |
| 9 | Section 03, Pete Manca PSU | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t40 · r18 · c19 · span 855151–855158 |
| 10 | Section 03, Pete Manca PSU | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t40 · r19 · c19 · span 859312–859319 |
| 11 | Section 07, pay ratio | DEF 14A | 2025-12-19 | 0001616533-25-000073 | Section “CEO Pay Ratio”. As printed: 262 : 1. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-02-11 | 0001616533-26-000013 | Item 5.07 · say-on-pay result. As reported: 97.08% (votes for as printed: 43,633,758). Filing ↗ |
| 13 | Section 06, 2023 vote | Form 8-K | 2023-02-13 | 0001193125-23-035771 | Item 5.07 · say-on-pay result. As reported: 98.49% (votes for as printed: 39,335,282). Filing ↗ |
| 14 | Section 06, 2022 vote | Form 8-K | 2022-02-14 | 0001193125-22-041641 | Item 5.07 · say-on-pay result. As reported: 56.99%. Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 17 | Penguin Solutions (subject), Section 10b CEO total | DEF 14A | 2025-12-19 | 0001616533-25-000073 | CEO total compensation as printed in Penguin Solutions's own proxy. As printed: 11,711,497. Filing ↗machine: span 740166–740176 |