Business Context and Reporting Period
This Form 8-K Current Report was filed by MaxLinear, Inc. on March 9, 2012. The filing addresses Item 5.02 regarding the departure of a principal officer and the appointment of a new Chief Accounting Officer and Corporate Controller.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive personnel changes and associated compensation terms.
Material Changes
- Appointment: Justin Scarpulla was appointed Chief Accounting Officer and Corporate Controller, effective March 9, 2012. He previously served as Vice President and Corporate Controller since September 2011.
- Departure: Patrick E. McCready's status as Chief Accounting Officer terminated on March 9, 2012. His employment with the company is set to terminate on March 15, 2012.
- Transition: Mr. McCready will serve as a consultant for three months following his termination to facilitate an orderly transition.
Compensation, Risks, and Unusual Items
Compensation Details for Justin Scarpulla
- Base Salary: $185,000 per year (no change from prior role).
- Bonus: Eligible for the 2012 executive incentive bonus plan with a target of 30% of base salary.
- Equity: Granted 70,000 restricted stock units (RSUs) approved on November 4, 2011. Vesting occurs over four years, with the first tranche vesting on November 20, 2012.
- Change in Control: Entitled to 12 months of base salary, pro-rated bonus, 12 months of health benefits, and immediate vesting of 50% of unvested equity upon involuntary termination without cause or voluntary termination for good reason within 12 months of a change in control.
Separation Terms for Patrick E. McCready
- Consulting: Will be paid at his monthly base salary rate until June 15, 2012.
- Benefits: Company will reimburse COBRA coverage payments for three months.
- Agreements: His change in control agreement is terminated effective on the date of his departure.
Investor Verification Checklist
- Verify the full text of the Employee Offer Letter (Exhibit 10.1) for complete terms of Mr. Scarpulla's employment.
- Review the Separation Agreement and Release (Exhibit 10.2) for specific conditions regarding Mr. McCready's departure.
- Confirm the vesting schedule and performance conditions for the 70,000 RSUs granted to Mr. Scarpulla.
- Monitor future filings for the establishment of performance goals for the 2012 executive incentive bonus plan.