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Companies Penguin Solutions

Penguin Solutions (SGH): executive pay, fiscal 2025

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CEO total pay$11,711,497CEO Mark Adams · source
Say-on-pay support97.08%Latest vote · source
CEO vs. named peers88th pct.Of 17 peer CEOs
CEO pay ratio262:1To the median employee · source

CEO pay, last three years

  • $3,214,342FY2023
  • $5,998,416FY2024
  • $11,711,497FY2025

CEO total pay was $11,711,497 in fiscal 2025, up from $5,998,416 in fiscal 2024.

FY2025: salary $890,000 · bonus $0 · stock awards $9,681,046 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Penguin Solutions in fiscal 2025?
As disclosed, Mark Adams (President and Chief Executive Officer) was the highest-paid executive at Penguin Solutions in fiscal 2025, with total compensation of $11,711,497.
How does Penguin Solutions's chief executive pay compare to its disclosed peer group?
As disclosed, Mark Adams's total compensation ranked at the 88th percentile of Penguin Solutions's disclosed peer group.
What is Penguin Solutions's CEO-to-median employee pay ratio?
As disclosed, Penguin Solutions's CEO-to-median employee pay ratio was 262:1.
How did shareholders vote on Penguin Solutions's executive compensation?
As disclosed, 97.08% of shareholders supported Penguin Solutions's executive compensation in the latest say-on-pay vote.
How much does Penguin Solutions spend in total on board compensation for fiscal 2025?
As disclosed, Penguin Solutions reported total board compensation of $1,625,749 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Mark Adams$890,000$0$9,681,046$0$1,099,777$0$40,674$11,711,497
President and Chief Executive Officer
Tony Frey8,17350,0003,274,83300003,333,006
Senior Vice President and Chief Revenue Officer
Pete Manca471,15401,387,2350410,1060425,2112,693,706
Former Senior Vice President and President, Advanced Computing
Anne Kuykendall450,00001,664,6820289,155014,3122,418,149
Senior Vice President and Chief Legal Officer
Nate Olmstead500,00001,387,2350395,425021,1462,303,806
Senior Vice President and Chief Financial Officer
Joseph Clark450,00001,040,3990316,765017,9441,825,108
Senior Vice President 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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Mark Adams$11,711,497$5,998,416$3,214,342↑ +5,713,081
Tony Frey3,333,006———
Pete Manca2,693,7065,698,710—↓ −3,005,004
Anne Kuykendall2,418,1491,890,177—↑ +527,972
Nate Olmstead2,303,8064,032,709—↓ −1,728,903
Joseph Clark1,825,1081,468,2081,605,194↑ +356,900

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

Our executive compensation program is built on a performance-driven culture and stockholder-focused executive compensation philosophies, designed to align executive and stockholder interests by weighting compensation towards at-risk, variable incentive awards (short-term cash incentives and equity grants) rather than base salaries. The program aims to motivate and reward executives for performance against the annual operating plan while attracting, motivating, and retaining qualified executives in a competitive market.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantSemler Brossy Consulting Group
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Anne KuykendallPSU2024-09-3015,15030,300—60,600$1,029,897
Tony FreyPSU2025-08-2525,92951,858—103,7162,005,867
Pete MancaPSU2024-09-3012,62525,250—50,500858,248
Tony FreyPSU2025-08-25——51,858—1,268,965
Mark AdamsRSU2024-09-30——138,876—2,909,452
Mark AdamsPSU2024-09-3069,438138,876—416,6286,771,594
Joseph ClarkRSU2024-09-30——18,937—396,730
Nate OlmsteadRSU2024-09-30——25,250—528,988
Joseph ClarkPSU2024-09-309,46918,937—37,874643,669
Nate OlmsteadPSU2024-09-3012,62525,250—50,500858,248
Pete MancaPSU2024-09-30——25,25025,250528,988

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Anne Kuykendall$0$1,029,897$0100.0%
Tony Frey03,274,8320100.0%
Pete Manca01,387,2360100.0%
Mark Adams2,909,4526,771,594069.9%
Joseph Clark396,730643,669061.9%
Nate Olmstead528,988858,248061.9%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Anne KuykendallRSU660—$15,926
Joseph ClarkRSU1,684—40,635
Mark AdamsRSU5,272—127,213
Joseph ClarkRSU6,475—156,242
Anne KuykendallRSU6,748—162,829
Joseph ClarkRSU8,701—209,955
Anne KuykendallRSU11,600—279,908
Joseph ClarkRSU15,387—371,288
Joseph ClarkPSU15,466—373,195
Mark AdamsRSU16,869—407,049
Nate OlmsteadRSU20,516—495,051
Anne KuykendallPSU20,621—497,585
Anne KuykendallRSU24,619—594,056
Joseph ClarkPSU37,874—913,900
Anne KuykendallPSU43,182—1,041,982
Nate OlmsteadRSU45,999—1,109,956
Mark AdamsRSU46,400—1,119,632
Nate OlmsteadPSU50,500—1,218,565
Tony FreyRSU51,858—1,251,334
Tony FreyPSU51,858—1,251,334
Joseph ClarkPSU53,978—1,302,489
Anne KuykendallPSU60,600—1,462,278
Mark AdamsPSU82,486—1,990,387
Mark AdamsPSU107,958—2,605,027
Mark AdamsRSU112,837—2,722,757
Nate OlmsteadPSU122,662—2,959,834
Mark AdamsPSU416,628—10,053,234
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Penelope HerscherIndependent · Board Chair · Nominating and Corporate Governance$115,000$174,406———$289,406
Sandeep NayyarIndependent · Audit (Chair)90,000174,406———264,406
Maximiliane StraubIndependent · Audit · Cybersecurity · Nominating and Corporate Governance (Chair)90,000174,406———264,406
Bryan IngramIndependent · Compensation (Chair) · Cybersecurity · Nominating and Corporate Governance · Not standing for re-election84,505174,406———258,911
Mark PapermasterIndependent · Compensation · Cybersecurity (Chair)82,500174,406———256,906
Mary PumaIndependent · Audit · Compensation77,500174,406———251,906
Randy FurrIndependent · Departed during FY39,8080———39,808
Mark AdamsEmployee director—————0
Min Yong HaNot independent00———0

Board fee structure and ownership guideline

Annual cash retainer$60,000
Annual equity retainer$175,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)30,000 / 20,000 / 15,000
Stock ownership guideline$5

Total cost of the board

ComponentFY2025
Cash retainers and fees$579,313
Equity awards (grant-date value)$1,046,436
All other compensation$0
Total cost of the board$1,625,749

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Penguin Solutions as a peer

Companies that benchmark against SGH

9 companies name SGH as a compensation peer

Each company listed discloses SGH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SGH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Ribbon Communications Inc.2025Bruce McClelland$750,000$16,370,820$0$225,188$17,457,675
2Extreme Networks, Inc.2026Edward Meyercord840,00012,337,22801,050,50414,244,704
3Penguin Solutions2025Mark Adams890,0009,681,04601,099,77711,711,497
4Advanced Energy Industries, Inc.2025Stephen Kelley977,7928,426,221—1,767,09511,187,208
5Mercury Systems, Inc.2026William Ballhaus1,049,2698,099,08701,946,16011,131,048
6Pegasystems Inc.2025Alan Trefler600,00007,001,532720,0008,332,032
7Semtech Corporation2026Hong Hou692,3506,582,3430875,0638,177,250
8Corsair Gaming, Inc.2025Thi La700,0004,476,1801,658,7851,134,3947,986,924
9MaxLinear, Inc.2025Kishore Seendripu721,4447,095,625007,817,568
10Infinera Corporation2023David Heard729,0005,137,5000791,1636,663,648
11Ultra Clean Holdings, Inc.2025James Xiao202,0774,993,3840188,2805,984,360
12Digi International Inc.2025Ronald Konezny583,8463,454,3240949,1795,002,124
13Photronics, Inc.2025George Macricostas492,4043,773,012004,985,316
14Ichor Holdings, Ltd.2025Phil Barros497,7853,984,4390111,3134,605,287
15Cohu, Inc.2025Luis Müller715,0003,508,4930250,3454,498,059
16Alpha and Omega Semiconductor Limited2026Stephen Chang504,6442,893,050003,401,014
17NetScout Systems, Inc.2026Anil Singhal594,8251,346,2560999,9153,206,287
—BlackBerry Limited——————not in coverage universe

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.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Penguin Solutionsnot disclosedRSU 50 · PSU 50not disclosedSemler Brossy Consulting Group
Advanced Energy Industries, Inc.144.4%PSU 60 · RSU 40NoCompensia, Inc.
Alpha and Omega Semiconductor Limited0%RSU 50 · PSU 50NoCompensia
BlackBerry Limited126.82%PBRSU 60 · TBRSU 40NoMercer
Cohu, Inc.31.8%PSU 60 · RSU 40Yes — TSR performance relative to the Russell 2000 IndexCompensia
Corsair Gaming, Inc.107.6%not disclosedNoCompensia
Digi International Inc.147%RSU 50 · PSU 50Yes — TSR vs Russell 2000 IndexRadford Consulting (AON)
Extreme Networks, Inc.not disclosedPSU 50 · RSU 50Yes — TSR relative to the Russell 2000 IndexCompensia, Inc.
Ichor Holdings, Ltd.34%not disclosedYes — Relative total shareholder return (TSR)Aon Human Capital Solutions
Infinera Corporation83.5%PSU 55 · RSU 45NoCompensia
MaxLinear, Inc.131%PSU 50 · RSU 50NoCompensia
Mercury Systems, Inc.not disclosedPSU 55 · RSU 45Yes — Relative TSRMeridian Compensation Partners, LLC
NetScout Systems, Inc.174.7%RSU 60 · PSU 40Yes — Relative Total Shareholder Return (rTSR) vs. Russell 2000 Indexnot disclosed
Pegasystems Inc.120%not disclosedNonot disclosed
Photronics, Inc.not disclosedRSU 100not disclosedF. W. Cook
Ribbon Communications Inc.30%not disclosedYes — Relative TSRFW Cook
Semtech Corporation100%PSU 50 · RSU 50NoCompensia
Ultra Clean Holdings, Inc.not disclosedPSU 55 · RSU 45Yes — Relative TSR ModifierFrederic W. Cook & Co., Inc.

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-02-0643,633,7581,312,81183,59897.08%Passed
20232023-02-1039,335,282601,308114,21998.49%Passed
20222022-02-1110,933,5368,250,46742,69656.99%Passed
20212021-02-1216,792,5684,759,0968,31577.92%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.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-02-0697.08%a
20232023-02-1098.49%b
20222022-02-1156.99%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.

CEO pay ratio

Ratio (CEO : median employee)262 : 1
CEO total compensation$11,711,497
Median employee compensation$44,715
Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (50 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Mark Adams. DEF 14A, filed 2025-12-19. Section “Executive Compensation”. As printed: 11,711,497. View filing ↗
  • Section 01, Tony Frey. DEF 14A, filed 2025-12-19. Section “Executive Compensation”. As printed: 3,333,006. View filing ↗
  • Section 01, Pete Manca. DEF 14A, filed 2025-12-19. Section “Executive Compensation”. As printed: 2,693,706. View filing ↗
  • Section 01, Anne Kuykendall. DEF 14A, filed 2025-12-19. Section “Executive Compensation”. As printed: 2,418,149. View filing ↗
  • Section 01, Nate Olmstead. DEF 14A, filed 2025-12-19. Section “Executive Compensation”. As printed: 2,303,806. View filing ↗
  • Section 01, Joseph Clark. DEF 14A, filed 2025-12-19. Section “Executive Compensation”. As printed: 1,825,108. View filing ↗
  • Section 03, Anne Kuykendall PSU. DEF 14A, filed 2025-12-19. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, Tony Frey PSU. DEF 14A, filed 2025-12-19. Section “2025 Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
  • Section 03, Pete Manca PSU. DEF 14A, filed 2025-12-19. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, Tony Frey PSU. DEF 14A, filed 2025-12-19. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, Mark Adams RSU. DEF 14A, filed 2025-12-19. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Mark Adams PSU. DEF 14A, filed 2025-12-19. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Joseph Clark RSU. DEF 14A, filed 2025-12-19. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Nate Olmstead RSU. DEF 14A, filed 2025-12-19. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Joseph Clark PSU. DEF 14A, filed 2025-12-19. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Nate Olmstead PSU. DEF 14A, filed 2025-12-19. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Pete Manca PSU. DEF 14A, filed 2025-12-19. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2025-12-19. Section “CEO Pay Ratio”. As printed: 262 : 1. View filing ↗
  • Section 08, Penelope Herscher. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 289,406. View filing ↗
  • Section 08, Sandeep Nayyar. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 264,406. View filing ↗
  • Section 08, Maximiliane Straub. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 264,406. View filing ↗
  • Section 08, Bryan Ingram. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 258,911. View filing ↗
  • Section 08, Mark Papermaster. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 256,906. View filing ↗
  • Section 08, Mary Puma. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 251,906. View filing ↗
  • Section 08, Randy Furr. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 39,808. View filing ↗
  • Section 08, Mark Adams. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Min Yong Ha. DEF 14A, filed 2025-12-19. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-02-11. Item 5.07 · say-on-pay result. As reported: 97.08% (votes for as printed: 43,633,758). View filing ↗
  • Section 06, 2023 vote. Form 8-K, filed 2023-02-13. Item 5.07 · say-on-pay result. As reported: 98.49% (votes for as printed: 39,335,282). View filing ↗
  • Section 06, 2022 vote. Form 8-K, filed 2022-02-14. Item 5.07 · say-on-pay result. As reported: 56.99%. View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 579,313 + equity 1,046,436 + all other 0 = 1,625,749, summed across the director compensation table rows.
  • Ribbon Communications Inc., Section 10b CEO total. DEF 14A, filed 2026-04-17. CEO total compensation as printed in Ribbon Communications Inc.'s own proxy. As printed: 17,457,675. View filing ↗
  • Extreme Networks, Inc., Section 10b CEO total. DEF 14A, filed 2026-09-18. CEO total compensation as printed in Extreme Networks, Inc.'s own proxy. As printed: 14,244,704. View filing ↗
  • Penguin Solutions (subject), Section 10b CEO total. DEF 14A, filed 2025-12-19. CEO total compensation as printed in Penguin Solutions's own proxy. As printed: 11,711,497. View filing ↗
  • Advanced Energy Industries, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-26. CEO total compensation as printed in Advanced Energy Industries, Inc.'s own proxy. As printed: 11,187,208. View filing ↗
  • Mercury Systems, Inc., Section 10b CEO total. DEF 14A, filed 2026-09-17. CEO total compensation as printed in Mercury Systems, Inc.'s own proxy. As printed: 11,131,048. View filing ↗
  • Pegasystems Inc., Section 10b CEO total. DEF 14A, filed 2026-04-24. CEO total compensation as printed in Pegasystems Inc.'s own proxy. As printed: 8,332,032. View filing ↗
  • Semtech Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-21. CEO total compensation as printed in Semtech Corporation's own proxy. As printed: 8,177,250. View filing ↗
  • Corsair Gaming, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Corsair Gaming, Inc.'s own proxy. As printed: 7,986,924. View filing ↗
  • MaxLinear, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in MaxLinear, Inc.'s own proxy. As printed: 7,817,568. View filing ↗
  • Infinera Corporation, Section 10b CEO total. DEF 14A, filed 2024-05-17. CEO total compensation as printed in Infinera Corporation's own proxy. As printed: 6,663,648. View filing ↗
  • Ultra Clean Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-27. CEO total compensation as printed in Ultra Clean Holdings, Inc.'s own proxy. As printed: 5,984,360. View filing ↗
  • Digi International Inc., Section 10b CEO total. DEF 14A, filed 2025-12-17. CEO total compensation as printed in Digi International Inc.'s own proxy. As printed: 5,002,124. View filing ↗
  • Photronics, Inc., Section 10b CEO total. DEF 14A, filed 2026-02-23. CEO total compensation as printed in Photronics, Inc.'s own proxy. As printed: 4,985,316. View filing ↗
  • Ichor Holdings, Ltd., Section 10b CEO total. DEF 14A, filed 2026-04-01. CEO total compensation as printed in Ichor Holdings, Ltd.'s own proxy. As printed: 4,605,287. View filing ↗
  • Cohu, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Cohu, Inc.'s own proxy. As printed: 4,498,059. View filing ↗
  • Alpha and Omega Semiconductor Limited, Section 10b CEO total. DEF 14A, filed 2026-09-30. CEO total compensation as printed in Alpha and Omega Semiconductor Limited's own proxy. As printed: 3,401,014. View filing ↗
  • NetScout Systems, Inc., Section 10b CEO total. DEF 14A, filed 2026-07-24. CEO total compensation as printed in NetScout Systems, Inc.'s own proxy. As printed: 3,206,287. View filing ↗
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