James Peterson
About James Peterson
James Peterson is Chairman of the Board at Mobix Labs (MOBX); he has served on the Board since February 2021 and became Executive Chairman in November 2021, with the current proxy noting he serves as Chairman alongside CEO Fabrizio Battaglia . Peterson previously served as CEO and Chairman of Microsemi Corporation from 2000 to 2018, a publicly-traded semiconductor company acquired by Microchip Technology . The 2025 proxy’s independence determination lists other directors as independent but does not include Peterson, indicating he is not classified as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsemi Corporation | CEO and Chairman | 2000–2018 | Led a major semiconductor firm across communications, defense, aerospace, industrial markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No additional current public company directorships disclosed for Peterson in MOBX proxies |
Board Governance
- Board structure: CEO and Chairman roles are separated (Battaglia as CEO, Peterson as Chairman) to focus leadership and oversight .
- Independence: The Board determined Aldrich, Busch, Carpou, Goerner, and Long are independent; Peterson is not listed among independent directors .
- Committees and membership (FY2024):
- Audit: Kurt Busch (Chair, Financial Expert), William Carpou, Frederick Goerner; 4 meetings .
- Compensation: Frederick Goerner (Chair), William Carpou; 1 meeting .
- Nominating: David Aldrich (Chair), Kurt Busch, William Carpou .
- Peterson is not shown as a member of these standing committees .
- Attendance: The Board held 4 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings for which they served .
Fixed Compensation
| Component | FY 2024 | FY 2025 Policy/Adoption | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $150,000 | $200,000 approved Jan 22, 2024 (payable quarterly, prorated for partial quarters) | Expense reimbursement for attending Board meetings |
| Board agreements (2021) | Director option to purchase 20,000 Class A shares; 8,000 vest immediately, remaining 12,000 at 1,000/month over 12 months; auto-renew upon reelection unless Board decides not to renew | — | Applies to non-employee directors including Peterson |
Performance Compensation
| Award Type | Grant/Approval Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSU commitment (Post-Closing RSUs) | May 5, 2022 RSUs originally granted and later canceled; commitment to issue one-half of canceled amount over 3 years beginning on first anniversary of Closing (Dec 21, 2024) | Peterson originally 1,000,000 RSUs (canceled Mar 26, 2023); post-closing commitment equals 500,000 over 3 years | Not detailed per-year in proxy | Replaced canceled 2022 awards |
| RSUs (Board agreement amendment) | Anniversaries of Dec 21, 2023 (first, second, third anniversaries) | 166,666 RSUs per anniversary (Class A) | Each grant vests on first anniversary of grant; fully accelerates on change of control or termination without cause / Good Reason | Requires continuous service through grant and vesting dates |
| Annual RSUs (policy) | Next Board meeting after Dec 21, 2024 | 20,000 RSUs (annual), plus pro-rated initial award | Standard annual director equity | Approved Jan 22, 2024 |
| RSUs (Nasdaq listing recognition) | Approved by stockholders Jan 3, 2025 | 1,050,000 RSUs to Peterson | Delivery timing “as determined by the Board” | Recognition for role in Nasdaq listing |
| Restricted Stock Awards (Class B RSAs) – outside 2023 plan | Proposal 3 (Special Meeting May 30, 2025) | 915,033 Class B shares (estimated $722,693 at $0.7898 close on May 12, 2025) | 10% on first anniversary of award; remaining 90% in equal quarterly installments over 48 months | Class B carries 10 votes per share; awards to founders/directors for fundraising efforts; subject to stockholder approval per Nasdaq Rule 5635(c) |
Performance Metrics Framework (Plan-level)
| Metric Category | Examples (Plan allows any subset for awards) |
|---|---|
| Financial metrics | EPS; revenues/margins; cash flow (operating, FCF); operating margin; ROIC/ROE; EVA; net income; EBIT/EBITDA; working capital; debt reduction |
| Strategic/operational metrics | M&A/project completion; TSR; market share; new market entry; customer retention/satisfaction; strategic plan implementation; fair market value of a share |
Note: Director awards described above (RSUs/RSAs) are not disclosed as being tied to specific performance metrics; vesting schedules and acceleration terms are specified. The equity plan permits the use of performance goals generally .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships for Peterson disclosed in MOBX proxies |
Expertise & Qualifications
- Semiconductor leadership: Former CEO/Chairman of Microsemi (2000–2018), directly relevant to MOBX’s industry .
- Board leadership: Serves as Chairman; Board separates Chair and CEO to enhance oversight .
Equity Ownership
| As-of Date | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power % |
|---|---|---|---|---|---|
| Nov 8, 2024 | 3,886,486 | 11.2% | 1,449,275 | 68.0% | 33.9% |
| Jan 10, 2025 | 3,886,486 | 10.6% | 1,449,275 | 72.3% | 33.4% |
| May 6, 2025 | 4,474,783 | 8.5% | 1,449,275 | 72.3% | 24.6% |
- If Proposal 3 (RSAs) approved: Peterson would receive 2,364,308 Class B shares; total voting power increases to 27.0% (from 24.6%), per proxy’s scenario analysis .
- Dual-class structure: Class B shares carry 10 votes per share; the proxy highlights potential adverse effects on Class A value and change-of-control due to superior voting rights .
Insider Trades (Form 4 Filings)
| Filing Date | Transaction Date | Security | Detail |
|---|---|---|---|
| Dec 26, 2023 | Dec 21, 2023 | Class A and Class B Common Stock | Acquired at Closing of business combination; 1,449,275 Class B shares described; conversion mechanics and 7-year auto-conversion noted |
| Mar 10, 2025 | — | — | Form 4 filed by Peterson (details in filing) |
| May 12, 2025 (Form 4/A) | — | — | Amended Form 4 (details in filing) |
| Aug 13, 2025 | May 30, 2025 | — | Form 4 filed (Statement of changes) |
| Sep 23, 2025 | Sep 23, 2025 | RSUs | RSUs granted to Peterson per filing |
Related Party Transactions
- Promissory note: On Aug 3, 2023, Legacy Mobix issued a $100,000 unsecured, non-interest-bearing note to James Peterson; maturated Aug 22, 2023; included warrants to purchase 2,924 shares at $6.84; note was assumed at Closing .
- Equity awards outside plan: RSAs to Peterson and other insiders for fundraising efforts were made outside the 2023 Equity Incentive Plan and submitted for stockholder approval under Nasdaq Rule 5635(c) .
Compensation Structure Analysis
- Shift to RSUs/RSAs: Large RSU/RSAs granted/approved for directors (1,050,000 RSUs; 915,033 Class B RSAs proposed) indicates increased equity alignment but raises dilution and governance considerations due to Class B voting rights .
- Outside Director annual cap: The 2023 Equity Incentive Plan caps total value per outside director at $750,000 inclusive of cash fees; with a $200,000 cash retainer and RSAs estimated at $722,693, the combined value could exceed the cap depending on timing/valuation (RSAs are outside the plan but the cap language includes “or otherwise”)—a potential red flag unless expressly exempted by shareholder-approved awards .
Equity Ownership & Alignment
- High voting control via Class B shares: Peterson’s Class B holdings confer disproportionate voting power relative to economic ownership, which the proxy notes may delay change-of-control and affect Class A value .
- Ownership guidelines: Not disclosed for directors; no pledging or hedging disclosures for Peterson found in proxies provided.
Governance Assessment
- Strengths:
- Extensive semiconductor leadership background, likely beneficial for strategy and oversight .
- Separation of Chair and CEO roles supports oversight .
- Attendance at least 75%+ for incumbents indicates baseline engagement .
- Concerns/RED FLAGS:
- Dual-class voting concentration: Peterson’s Class B voting power is high (24.6%–33.9% across periods), with potential adverse effects noted in the proxy .
- Equity grants outside plan: RSAs to insiders (including Peterson) outside the 2023 plan for fundraising efforts require shareholder approval and increase insider voting power; dilution and governance optics risk .
- Related-party financing: $100,000 note to Peterson with warrants—though modest—creates related-party exposure that must be managed by the audit committee per policy .
- Independence: Peterson is not classified as independent; he is not listed on audit/compensation/nominating committees, limiting direct oversight roles but concentrating board leadership .