Fabrizio Battaglia
About Fabrizio Battaglia
Fabrizio Battaglia, age 61, is a Class B director (director since December 2023) and served as Chief Executive Officer from July 2020 until stepping down on April 10, 2025 while on sick leave. He previously held senior roles at Microsemi (now Microchip Technology), Texas Instruments, and Maxim Integrated, and he holds a B.S. in Electrical Engineering from Lawrence Technological University (Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsemi (now Microchip Technology) | Senior Vice President | Apr 2007 – May 2018 | Senior leadership in semiconductor and systems solutions |
| Texas Instruments | Various executive roles | Not disclosed | Semiconductor industry executive experience |
| Maxim Integrated | Various executive roles | Not disclosed | Semiconductor industry executive experience |
| Automotive Engineering Firms | Employee (engineering) | Not disclosed | Automotive sector exposure |
External Roles
No public-company directorships or external board roles for Battaglia are disclosed in the proxy materials reviewed. (Not disclosed in 2025 DEF 14A) .
Board Governance
- Classification and election: MOBX has a classified board. Battaglia is a Class I, Class B director, elected by Class B holders; he was approved at the March 3, 2025 annual meeting with 20,049,010 “For” votes by Class B stockholders .
- Independence: The Board determined Aldrich, Busch, Carpou, Goerner, and Long are independent; Battaglia is not listed as independent (consistent with his executive status) .
- Committee assignments: Audit (Busch chair, Carpou, Goerner), Compensation (Goerner chair, Aldrich, Carpou), Nominating (Aldrich chair, Busch, Carpou). Battaglia is not a member of these committees .
- Attendance: The Board held 4 meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Board leadership: CEO and Chair roles are separated; Battaglia served as CEO, James Peterson as Board Chair .
Fixed Compensation
| Year | Base Salary ($) | Notes | Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| FY2024 | 509,012 | Includes $119,012 cash in lieu of accrued vacation | 450,000 | 321,203 | Includes reimbursement for taxes owed |
| FY2023 | 390,000 | Base under prior employment agreement | — | 13,050 | Auto and mobile phone allowances |
- Employment term sheet: Effective Nov 15, 2022, auto-renew 1-year terms; base $390,000 and eligible for performance-based cash bonus up to 100% of base at Board discretion .
Performance Compensation
| Instrument | Grant/Approval Date | Quantity | Strike/Type | Vesting | Expiration/Acceleration |
|---|---|---|---|---|---|
| Stock Options (2020 Plan) | Aug 11, 2020 | 205,882 (exercisable) | $0.17 | 14-month schedule; 10% on Jan 15, 2021; 10% monthly thereafter | Exp. 8/11/2030 |
| Stock Options (2020 Plan) | Aug 11, 2020 | 117,647 (unexercisable at 9/30/24) | $0.17 | Same 14-month schedule | Exp. 8/11/2030 |
| Post-Closing RSUs | Anniv. of Dec 21, 2023 (yrs 1-3) | 333,333 each year | RSU | Vest 1 year after each grant date; subject to continuous service | Fully vest on change-of-control or termination w/o cause or for Good Reason |
| Restricted Stock Awards (RSAs) | Approved Jan 3, 2025 | 2,550,000 | Restricted stock | Battaglia vesting: 100k on 7/15/25, 10/15/25, 1/15/26, 4/15/26; 200k on 7/15/26, 10/15/26, 1/15/27, 4/15/27; 300k on 7/15/27, 10/15/27, 1/15/28; 450k on 7/15/28 | Approved by stockholders; made via separate award agreement |
Performance metrics tied to compensation:
- Cash bonus for executives is performance-based, up to 100% of base, at the Board’s discretion; no specific quantitative performance metrics (e.g., EBITDA, TSR) are disclosed .
Change-of-control and severance provisions:
- Severance: If terminated without cause or resigns for Good Reason, 2x base compensation and 2x target bonus payable over 24 months plus up to 24 months COBRA reimbursement. During the 60 days prior to and 12 months following a change-in-control, severance increases to 3x (lump sum) and COBRA reimbursement to 36 months .
Other Directorships & Interlocks
| Company/Organization | Role | Dates | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
Expertise & Qualifications
- Industry: Decades of semiconductor leadership across Microsemi/Microchip, TI, and Maxim; exposure to defense, aerospace, communications, industrial markets .
- Education: B.S. Electrical Engineering, Lawrence Technological University (Michigan) .
- Board qualifications: Deep industry knowledge cited as rationale for Board service .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Voting Power % | Notes |
|---|---|---|---|---|---|---|
| Fabrizio Battaglia | 3,316,733 | 6.4% | 125,000 | 6.2% | 6.2% | Includes options exercisable within 60 days |
| The Battaglia Trust (record holder) | 318,204 Class A; 125,000 Class B | — | — | — | — | Battaglia is Trustee and may be deemed to have voting/investment power |
| Options exercisable within 60 days | 323,529 Class A | — | — | — | — | From 2020 grant |
Outstanding equity awards (as of FY2024 year-end):
- Options: 205,882 exercisable; 117,647 unexercisable; $0.17 strike; expiring Aug 11, 2030 .
Fixed Director Compensation (Non-Employee Directors for context)
- FY2024 non-employee director retainer: $150,000 .
- Policy as of Jan 22, 2024: Annual cash retainer of $200,000; annual grants of 20,000 RSUs; pro-rated 20,000 RSUs on initial appointment .
- Additional RSUs approved Jan 3, 2025 for directors influential in public listing: Peterson 1,050,000; Goerner 1,050,000; Aldrich 50,000; Busch 50,000; Carpou 50,000; to be delivered at Board-determined time .
Note: As an employee director, Battaglia’s director compensation follows executive compensation terms rather than the non-employee director retainer program .
Related Party Transactions and Conflicts
- Loans from family member: During years ended Sep 30, 2024 and 2023, MOBX issued two promissory notes totaling $565,000 to Giuseppe Battaglia, Fabrizio’s brother. One bore 15% interest; the other had a 10% original issue discount and a 16% interest rate. Proceeds used for working capital. Both notes repaid in full in Dec 2023 and Jul 2024 .
- Super-voting equity structure: Class B Common Stock carries 10 votes per share, creating substantial voting concentration among Class B holders. Equity grants to directors outside the 2023 plan required stockholder approval; RSAs vest over five years (10% at year one, 90% quarterly thereafter) and increase the total voting power of certain non-employee directors (e.g., Peterson to 27.0%, Goerner to 12.9%) if approved .
- Indemnification: MOBX provides broad indemnification and advancement of expenses to directors and officers per Delaware law .
Governance Assessment
- Independence and committee roles: Battaglia is not independent and does not sit on key committees (Audit, Compensation, Nominating), aligning with good practice that executives avoid committee membership .
- Attendance: At least 75% attendance by all incumbents in FY2024; however, company does not disclose per-director attendance detail. Investors may seek per-director data for tighter oversight .
- Pay structure and incentives: Executive cash bonus framework is discretionary up to 100% of salary without disclosed objective metrics, reducing pay-for-performance transparency. Significant one-time RSAs (2,550,000 shares) and $450,000 cash award tied to Nasdaq listing reflect transactional milestones rather than operational KPIs .
- Change-of-control protection: Severance multiples (2x/3x) and full vesting triggers could be shareholder-unfriendly if not balanced by rigorous performance goals .
- Capital and voting structure red flags: The 10:1 voting differential on Class B and RSAs made outside the plan (subject to shareholder approval) increase concentration of voting power and dilute Class A holders; this is a structural governance risk and may affect investor confidence .
- Related-party exposure: Prior high-interest loans from a family member (Giuseppe Battaglia) introduce conflict risk; while repaid, the transactions underscore financing stress and related-party reliance .
Overall signal: Battaglia brings deep semiconductor operating experience but carries governance risk factors including non-independence, concentrated voting power through Class B, discretionary bonus design, robust change-of-control terms, and prior related-party financing. Investors should monitor committee independence, future equity grants (especially any Class B issuance), and the company’s articulation of objective performance metrics in executive pay to strengthen pay-for-performance alignment .
Notes on Shareholder Votes and Engagement
- Special Meeting (May 30, 2025): Proposals (including warrant exercise/repricing and equity grants) were approved with strong “For” votes; quorum represented ~59.2% of voting power .
- Annual Meeting (Mar 3, 2025): Director elections approved; Battaglia elected as Class B Director; auditor ratification approved .