John Mutch
About John Mutch
John Mutch, age 69, is Independent Chair of the Board at Aviat Networks and has served on the Board since January 2015. He is a U.S. Navy veteran, founder and Managing Partner of MV Advisors LLC (since December 2005), and previously served as Chairman/CEO of BeyondTrust Software (2008–2014), CEO of Peregrine Systems (appointed to the board in March 2003; CEO in July 2003), and CEO of HNC Software after seven years in executive sales and marketing roles at Microsoft. He holds a BS in Economics from Cornell University and an MBA from the University of Chicago, and has been designated an Audit Committee Financial Expert by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MV Advisors LLC | Founder & Managing Partner | Since Dec 2005 | Strategic block investments and guidance to small/mid-cap tech companies |
| BeyondTrust Software | Chairman & CEO | Dec 2008–Jan 2014 | Led security software company; co-authored enterprise security book |
| Peregrine Systems, Inc. | Director; President & CEO | Board app’t Mar 2003; CEO Jul 2003 | Assisted bankruptcy workout; operational turnaround |
| HNC Software | President, CEO, Director | Not disclosed | Enterprise analytics leadership |
| Microsoft | Executive sales/marketing positions | 7 years | GTM leadership, partner channels |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Electronics Inc. (NASDAQ: UEIC) | Director | Appointed Apr 2025 | Public company oversight in consumer electronics |
| Agilysys, Inc. | Director | Since Mar 2009 | Public company director experience |
| Maxwell Technologies, Inc. | Director | Apr 2017–May 2019 | Energy storage governance |
| YuMe, Inc. / RhythmOne plc | Director | Jul 2017–Jan 2019 | Continued as director post-acquisition |
| Phoenix Technologies, Edgar Online, Aspyra, Overland Storage, Brio Software | Prior Director | Not disclosed | Multiple tech boards; systems/software oversight |
Board Governance
- Status: Independent director; Board determined all directors other than the CEO are independent under NASDAQ rules. Mutch is Independent Chair of the Board.
- Committee assignments (FY25/following FY25 Annual Meeting):
- Audit Committee: Member (former Chair); Board designated Mutch and Halliday as Audit Committee Financial Experts; Audit held 16 meetings in FY25; one-time additional cash for extended audit work was paid to Audit members.
- Governance & Nominating Committee: Member; committee held 5 meetings in FY25.
- Attendance/engagement: Board held 5 regular and 9 special meetings in FY25; each Board member attended at least 75% of aggregate Board and committee meetings. All directors at the time attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in executive session with the independent Chair presiding.
- Risk oversight: Audit oversees financial reporting, internal controls, cybersecurity, related-party reviews; Governance oversees ESG/climate risks; Compensation oversees pay-related risk.
Fixed Compensation
| Item (FY2025) | Amount | Notes |
|---|---|---|
| Cash fees earned | $133,500 | Aggregate cash retainer and committee fees paid to John Mutch |
| Equity grant (RSUs) grant-date fair value | $119,998 | Annual RSU grant under 2018 Plan; vests 100% at earlier of day before Annual Meeting or first anniversary of prior Annual Meeting, subject to service |
| Total | $253,498 | Sum of cash and stock awards (grant-date fair value) |
- Non-employee director fee schedule (FY25 applies to all non-employee directors):
- $50,000 annual cash retainer; $45,000 additional cash for Chair of the Board; $10,000 Audit member; $5,000 Governance & Nominating member; $15,000 Compensation Chair; $5,000 Compensation member; $22,000 Audit Chair; $10,000 Governance Chair; one-time $7,500 to Audit members for extended audit work in FY25.
Performance Compensation
| Metric | Structure | FY25 Treatment |
|---|---|---|
| Director equity | Time-based RSUs | Annual grant valued at $120,000; 100% vests at earlier of the day before Annual Meeting or first anniversary of prior Annual Meeting; no performance conditions disclosed for director equity. |
| Performance-based equity (directors) | Not applicable | No PSU/MSU metrics disclosed for directors; PSUs apply to NEOs, not directors. |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Universal Electronics Inc. (UEIC) | Consumer electronics | Director | No Aviat-related transaction disclosed; notification policy requires directors to inform Governance Chair of new public boards. |
| Agilysys, Inc. | Hospitality tech | Director | No related-party transactions disclosed at Aviat; Audit reviews RPTs. |
- Related-party context: Aviat completed the NEC wireless transport acquisition in Nov 2023; NEC holds ~5.8% and has nomination rights; NEC arbitration over $19M demand was disclosed; all NEC-related agreements reviewed under Audit Committee procedures. No Mutch-specific related party transactions disclosed.
Expertise & Qualifications
- Audit Committee Financial Expert designation (Reg S-K Item 407(d)(5)(i)).
- Senior technology operator and investor with multiple public board roles across software, communications, and hardware sectors.
- As Independent Chair, supports separation of Chair and CEO roles to enhance oversight; Board views current structure as best for checks and balances.
Equity Ownership
| Holder | Common Shares Currently Held | Common Shares Acquirable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| John Mutch | 81,799 | 8,339 | 90,138 | <1% |
- Director ownership guidelines: 3x annual cash retainer (exclusive of chair/committee fees) within 5 years of guideline adoption or start of directorship; vested RSUs and open-market purchases count.
- Pledging/hedging: Prohibited for directors under Insider Trading Policy; no margin or collateral use permitted.
Governance Assessment
-
Strengths
- Independent Chair with deep tech/operator background and audit expertise; designated financial expert, bolstering oversight quality.
- Active committee engagement (Audit and Governance & Nominating), with FY25 extended audit workload recognized by additional member fees—signals substantive involvement.
- Clear ownership alignment mechanisms (annual RSUs; director ownership guidelines) and prohibition of pledging/hedging.
- Board-wide attendance ≥75% and executive sessions led by independent Chair—supports robust oversight culture.
-
Watch items/RED FLAGS
- NEC-related arbitration and broad related-party framework increase audit oversight demands; however, no Mutch-specific related-party exposure disclosed.
- Multi-board commitments require time management; Company policy mandates notification and Governance review of new public board roles.
Overall: Independent Chair with audit financial expert status and meaningful equity alignment. No disclosed conflicts or related-party transactions tied to Mutch; committee workload and attendance indicate engagement.
Appendix: Committee Composition (FY25)
- Audit (16 meetings): Scott Halliday (Chair), John Mutch (former Chair), Laxmi Akkaraju, Bryan Ingram.
- Compensation (4): Bruce Taten (Chair), Bryan Ingram, Michele Klein.
- Governance & Nominating (5): Michele Klein (Chair), John Mutch, Bruce Taten.