Frederick Goerner
About Frederick Goerner
Frederick Goerner is an independent director of Mobix Labs, serving on the Board since February 2021; he is 76 years old and holds a B.S. in Electrical Engineering from the University of Buffalo . He previously led worldwide sales at Microsemi (now Microchip) and held leadership roles at Texas Instruments, Transdimension, and Oxford Semiconductor, bringing extensive semiconductor industry and go-to-market expertise to the Board . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsemi (now Microchip) | SVP, Worldwide Sales | Apr 2011 – Mar 2018 | Led global sales in key end markets |
| Texas Instruments | Leadership roles | — | Semiconductors, market leadership |
| Transdimension Inc. | Leadership roles | — | Connectivity semiconductors |
| Oxford Semiconductor Inc. | Leadership roles | — | Interface semiconductors |
Board Governance
- Independence: The Board determined Goerner is independent under Nasdaq listing standards .
- Committees and roles:
- Audit Committee: Member (Chair is Kurt Busch; Busch designated financial expert) .
- Compensation Committee: Chair (members include Goerner, David Aldrich, William Carpou) .
- Nominating Committee: Not listed as a member (members: David Aldrich—Chair, Kurt Busch, William Carpou) .
- Board activity/attendance: The Board met 4 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Years of service: Director since February 2021 .
Fixed Compensation
| Component | FY2024 | Policy Update (Approved Jan 22, 2024) |
|---|---|---|
| Annual Cash Retainer (Non-Employee Directors) | $150,000 | $200,000; payable quarterly and pro-rated |
| Expense Reimbursement | Reasonable costs for Board services | Continued |
| One-time Equity Grant to Current Non-Employee Directors | — | $50,000 of Class A Common Stock (fair value at grant) |
Performance Compensation
| Award | Type | Grant/Approval Date | Units/Shares | Estimated Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| RSUs tied to Nasdaq listing contributions | RSUs | Approved Jan 3, 2025 | 1,050,000 | — (quantity approved) | As determined by Board (RSUs delivered timing controlled by Board) | Extraordinary awards for public listing impact |
| Post-Closing RSUs (Board agreement amendment) | RSUs | Annually on first, second, third anniversaries of Dec 21, 2023 | 166,666 per anniversary | — | Each annual grant vests 1 year after grant; accelerates upon change in control or termination without cause/for Good Reason | Director service condition |
| Class B Restricted Stock Awards (RSAs) | RSAs (Class B Common Stock) | Proposed May 16, 2025; Approved May 30, 2025 | 915,033 | $722,693 (based on $0.7898 on May 12, 2025) | 10% at 1st anniversary of award; remaining 90% in equal quarterly installments over 48 months | Outside 2023 Plan; carries 10 votes per share; convertible 1:1 to Class A |
| Voting Power Impact (from Equity Grant Proposal) | Class B shares effect | If approved | 1,132,424 Class B shares for Goerner | — | — | Total voting power moves from 5.1% to 12.9% for Goerner per table |
Performance metric framework (plan-level, not award-specific):
| Metric Category | Examples |
|---|---|
| Financial | EPS; revenue and margin; cash flow; operating margin; ROIC/ROE; EVA; net income; EBIT/EBITDA variants |
| Strategic/Operational | Debt reduction; market share; entry into new markets; customer retention/satisfaction; M&A/projects; strategic plan implementation; TSR; fair market value of shares |
Other Directorships & Interlocks
- No current public company directorships for Goerner are disclosed in the proxy materials .
Expertise & Qualifications
- Semiconductor industry leadership and sales operations expertise across Microsemi/Microchip, TI, Transdimension, Oxford .
- Electrical engineering degree (University of Buffalo) .
Equity Ownership
| Metric | Nov 8, 2024 | Jan 10, 2025 | May 6, 2025 |
|---|---|---|---|
| Class A Shares Beneficially Owned | 634,252 | 634,252 | 1,675,976 |
| Class B Shares Beneficially Owned | 217,391 | 217,391 | 217,391 |
| % of Total Voting Power | 5.2% | 5.1% | 5.1% |
| Options Exercisable within 60 days | 153,416 | 153,416 | 153,416 |
Policy notes:
- Insider Trading Policy in place (covers directors); Company intends to disclose amendments/waivers via website .
- Nontransferability of stock awards; no transfers for consideration to third-party financial institutions; clawback policy applies to awards .
Shareholder Votes Relevant to Governance and Compensation
| Meeting | Proposal | Result | For | Against | Abstain |
|---|---|---|---|---|---|
| Jan 3, 2025 Special Meeting | Equity Grant Proposal (director/officer RSAs/RSUs outside 2023 Plan) | Approved | 34,066,211 | 1,804,924 | 10,744 |
| Jan 3, 2025 Special Meeting | 2023 Equity Incentive Plan Amendment (share reserve) | Approved | 32,932,649 | 2,912,915 | 36,315 |
| Jan 3, 2025 Special Meeting | 2024 Warrant Exercise Proposal | Approved | 35,613,502 | 263,464 | 4,913 |
| Jan 3, 2025 Special Meeting | Charter Amendment (Class A written consent) | Not Approved | 35,685,144 | 175,808 | 20,927 |
| Mar 3, 2025 Annual Meeting | Director Elections (including Class I nominees) | Approved (Goerner not up this cycle) | — | — | — |
| May 30, 2025 Special Meeting | 2025 Warrant Exercise Proposal | Approved | 35,584,855 | 242,561 | 1,641,401 |
| May 30, 2025 Special Meeting | Warrant Repricing Proposal | Approved | 35,584,855 | 242,561 | 1,641,401 |
| May 30, 2025 Special Meeting | Equity Grant Proposal (Class B RSAs to certain directors/officers) | Approved | 35,586,052 | 253,055 | 1,629,710 |
Governance Assessment
-
Strengths
- Independent director with deep semiconductor commercial experience; brings sales discipline and customer/market perspective .
- Active committee leadership: chairs Compensation Committee; serves on Audit Committee (oversight across pay, audit, related-party review) .
- Attendance at or above 75% threshold; Board met 4 times in FY2024 .
-
Risks and red flags
- Class B RSA grants to directors materially increase voting power via 10:1 voting rights; may be perceived as entrenchment or misalignment with Class A holders (Company explicitly warns of adverse effects of superior voting rights) .
- Large extraordinary RSU grants (1,050,000 RSUs) to non-employee directors for listing contributions, granted outside the equity plan, suggest heightened pay risk and investor scrutiny of pay-for-performance linkage .
- Significant ongoing warrant issuance and repricing activity dilutes Class A shareholders; while not director-specific, compensation in high-dilution contexts can draw governance concerns .
-
Alignment signals
- Meaningful beneficial ownership including Class B holdings and exercisable options, aligning incentives with equity value creation .
- RSU time-based vesting schedules encourage retention and continued service; change-of-control acceleration provisions are disclosed and limited to vesting treatment .
-
Related-party/conflict checks
- No Goerner-specific related-party transactions disclosed; Audit Committee oversees related party transactions pursuant to policy .