Business Context and Reporting Period
This Form 8-K filing by MaxLinear, Inc. (Delaware) is dated July 2, 2018. The report discloses the appointment of a new Chief Financial Officer and Chief Corporate Strategy Officer, effective July 2, 2018.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
- Base Salary: $360,000 per year.
- Target Bonus: 70% of base salary (pro-rated for the period July 1, 2018, to December 31, 2018).
- Equity Grants: Options for 306,000 shares and Restricted Stock Units (RSUs) for 52,000 shares.
- Vesting Schedule: 25% vests after the first anniversary; the remainder vests over the subsequent three years.
Material Changes
The primary material change is the appointment of Steven G. Litchfield as Chief Financial Officer and Chief Corporate Strategy Officer. Mr. Litchfield joins from Microsemi Corporation, where he served as Executive Vice President and Chief Strategy Officer until its acquisition by Microchip Technology, Inc. in May 2018.
Outlook, Risks, and Contingencies
The filing details a Change of Control and Severance Agreement with the following contingencies:
- Change of Control Termination: If terminated without "cause" or resigns for "good reason" within 90 days prior to or 24 months after a change of control, the executive receives 24 months of base salary, a pro-rated bonus, 18 months of health benefits, and immediate 100% vesting of unvested equity.
- Standard Termination: If terminated without "cause" or resigns for "good reason" outside the change of control window, the executive receives 6 months of base salary, 12 months of health benefits, and extended option exercisability for 6 months.
- Exclusions: No severance benefits are provided for termination due to death, disability, or "cause."
Investor Verification Checklist
- Verify the full text of the offer letter and severance agreement in the upcoming Form 10-Q for the quarter ending June 30, 2018.
- Confirm the specific performance objectives for the 2018 corporate performance period to assess bonus eligibility.
- Review the 2010 Equity Incentive Plan terms regarding the 358,000 total shares granted (options and RSUs).
- Monitor for any future filings regarding the impact of this leadership change on corporate strategy.