Business Context and Reporting Period
This Form 8-K is a current report filed by MaxLinear, Inc. on December 28, 2010. The filing discloses the appointment of a new principal officer, specifically the Vice President and Chief Financial Officer, effective January 3, 2011.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change reported is the appointment of Adam C. Spice as Vice President and Chief Financial Officer. Mr. Spice joins the company following his tenure as CFO of Symwave Corporation and various executive roles at Broadcom Corporation and Intel Corporation.
Management Commentary, Risks, and Unusual Items
The filing details the compensation package and risk-related severance provisions for the new CFO:
- Base Salary: $250,000 per year.
- Target Bonus: 50% of base salary ($125,000), contingent on corporate and individual performance objectives to be established in 2011.
- Equity Grant: An option to purchase 275,000 shares of Class A common stock, vesting over four years (25% on the first anniversary, with the remainder vesting ratably monthly thereafter).
- Change of Control Severance: If terminated without cause or for good reason within 12 months of a change in control, Mr. Spice is entitled to:
- A lump sum cash payment equal to 12 months of base salary.
- A pro-rated target annual bonus.
- 12 months of health benefit premiums.
- Immediate vesting of 100% of unvested equity awards.
Investor Verification Checklist
- Verify the formal approval of the 275,000 share option grant by the Compensation Committee in 2011.
- Review the specific performance goals for the 2011 executive incentive bonus plan once established.
- Confirm the terms of the Change of Control agreement referenced in Exhibit 10.12 of the Form S-1 Registration Statement.
- Monitor the effective date of employment (January 3, 2011) for the start of vesting schedules.