OUSTER INC (OUST)
Sector: Information Technology
2026 Annual Meeting Analysis
OUSTER INC · Meeting: June 17, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Mr. Eyler joined the board in December 2025, well within the 24-month new-director exemption from the TSR trigger, and brings relevant experience as a former CEO and director of public technology/industrial companies; no overboarding, attendance, independence, or other policy concerns identified.
As CEO and co-founder, Mr. Pacala is subject to the same TSR trigger as all directors, but Ouster's 3-year price return of +613.9% vastly exceeds the XLK sector ETF benchmark return of +113.6% by approximately +500 percentage points, far above the 65-percentage-point trigger threshold for strong positive TSR; no overboarding, attendance, or other policy concerns identified.
Both Class II director nominees pass all policy screens: Eyler is exempt as a director who joined within the last 24 months, and Pacala's tenure coincides with exceptional stock outperformance of the XLK ETF benchmark by roughly 500 percentage points, well above the 65-percentage-point threshold required to trigger a negative vote.
Say on Pay
✓ FORCEO
Angus Pacala
Total Comp
$3,363,100
Prior Support
94.1%%
CEO Angus Pacala received total compensation of $3,363,100 in 2025, which is within a reasonable range for a CEO at a $1.6 billion technology company; the prior Say on Pay vote received 94.1% support, indicating strong shareholder endorsement of the pay program with no remediation concerns. Pay mix is appropriately weighted toward variable compensation — base salary of $400,000 represents approximately 12% of total pay, with the remainder in performance-based bonuses and stock awards that vest over time — and the company's outstanding 3-year stock performance of +613.9% confirms that incentive pay has been well-earned relative to shareholder outcomes. The company also maintains a meaningful clawback policy consistent with SEC and Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
4 yrs
Audit Fees
$2,754,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 0.1% of audit fees of $2,754,000, far below the 50% threshold that would raise independence concerns; PwC has served since at least 2022 (approximately 4 years), well below the 25-year tenure threshold; PwC is a Big 4 firm appropriate for a $1.6B company; no material restatements attributable to audit failure were identified (the previously disclosed material weaknesses were fully remediated in 2025).
Overall Assessment
The 2026 Ouster annual meeting ballot is straightforward: both director nominees pass all policy screens, the auditor ratification is clean with negligible non-audit fees and appropriate firm size, and the Say on Pay proposal reflects a well-structured compensation program backed by 94% prior-year support and exceptional stock performance. The two charter amendments — increasing authorized shares and extending Delaware officer exculpation — are reasonable governance updates that warrant support.