Keyvan Samini
About Keyvan Samini
Keyvan Samini (age 58) serves as Mobix Labs’ President (since August 2022), Chief Financial Officer (since September 2020), General Counsel (since August 2022), and a Class II director (since December 2023; term expiring at the 2026 annual meeting) . He holds a BS in economics and mathematics (University of Wisconsin–Madison), an MLA in Finance (Harvard University), an MBA (USC Marshall), and a JD (Ohio State Moritz) . Filings do not disclose TSR or company revenue/EBITDA growth tied to his tenure; incentive language emphasizes equity awards and stock-price thresholds rather than operating metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pitchtime, Inc. | Director | 2014–2022 | Software platform developing wireless communications technology for customer engagement |
| Pitchtime, Inc. | Chief Executive Officer | 2016–2020 | Led development and scaling of software offerings |
| RFaxis, Inc. | Leadership roles | 2008–2016 | Worked on disruptive semiconductor technology initiatives |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | None disclosed in company filings |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 360,000 | 469,857 (includes $109,857 vacation cash-out) | 309,000 |
| Target Bonus (%) | Up to 100% of base salary (contractual) | Up to 100% of base salary (contractual) | Up to 100% of base salary (contractual) |
| Actual Bonus Paid ($) | — | 450,000 | — |
| All Other Compensation ($) | 11,250 | 321,188 (tax reimbursement) | 66,115 (tax reimbursement) |
| Total Compensation ($) | 371,250 | 1,241,045 | 5,650,112 |
Performance Compensation
| Award | Grant date | Units | Grant-date fair value | Vesting terms | Performance metrics / triggers |
|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) in connection with Nasdaq listing | Jan 3, 2025 approval; May 5, 2025 grant | 2,550,000 | $5,274,997 (ASC 718, stock price $10.47 at Closing) | Vest over 2 years; acceleration possible | Acceleration if certain stock price thresholds are met |
| Post-Closing RSUs (2023 Equity Plan) | Expected at/after Closing; delivered Apr 15, 2025 | 1,000,000 expected | $1,060,000 expected | Delivery timing set by Board | N/A (time-based unless otherwise specified) |
| Post-Closing RSUs (issuance value) | Apr 15, 2025 (issuance) | — | ~$283,333 (stock $0.85 at issuance) | N/A | N/A |
| Anniversary RSUs per Employment Term Sheet | Dec 21, 2024; Dec 21, 2025; Dec 21, 2026 (grants) | 333,333 per anniversary grant | — | Each grant vests one year after grant (vesting dates: Dec 21, 2025; Dec 21, 2026; Dec 21, 2027); full vesting on change-of-control or termination without cause/for Good Reason | N/A (time-based, with CoC/termination acceleration) |
| Options (legacy plans) | Prior grants; exercisable by May 6, 2025 snapshot | 323,529 options exercisable within 60 days | — | Service-based vesting; details per prior plans | Company plan prohibits repricing without shareholder approval |
Equity Ownership & Alignment
| Snapshot date | Class A shares | Class A ownership % | Class B shares | Class B ownership % | % of total voting power | Notes |
|---|---|---|---|---|---|---|
| Nov 8, 2024 (DEF 14A) | 766,733 | 2.3% | 125,000 | 5.9% | 3.7% | Includes options exercisable within 60 days |
| Jan 10, 2025 (DEF 14A) | 766,733 | 2.2% | 125,000 | 6.2% | 3.7% | Beneficial ownership base updated |
| May 6, 2025 (DEF 14A) | 3,316,733 | 6.4% | 125,000 | 6.2% | 6.2% | Footnotes detail trust holdings (KSSF, KSLI, SSLI) and options |
| Sept 4, 2025 (Schedule 13D) | 3,316,733 (incl. 125k Class B convertible) | 5.6% of Class A | 125,000 | 6.2% of Class B | 5.6% voting power | Additional trust holdings disclosed separately |
- Stock ownership guidelines for executives/directors are not disclosed; the 2023 Equity Plan restricts transferability and prohibits pledging of awards; no pledging of Samini’s shares is disclosed in filings .
Employment Terms
| Term | Details |
|---|---|
| Role and start dates | CFO since Sep 2020; President since Aug 2022; General Counsel since Aug 2022 |
| Contract term | Employment Term Sheet effective Nov 15, 2022; initial two-year term; auto-renews for consecutive one-year terms unless 180 days’ non-renewal notice |
| Base salary | $360,000 per year |
| Target bonus | Eligible for performance-based cash bonuses up to 100% of base salary (Board discretion) |
| Equity awards (term sheet) | RSUs of 333,333 shares on the first, second, and third anniversaries of Dec 21, 2023; each vests one year after grant; fully vests upon change-of-control or termination without cause/for Good Reason |
| Severance (no CoC) | 2× base compensation + 2× target bonus, paid over 24 months; up to 24 months COBRA reimbursement (earlier cessation if covered under another plan) |
| Severance (CoC window) | If terminated without cause or for Good Reason from 60 days before to 12 months after a change-in-control: 3× base compensation + 3× target bonus in lump sum; COBRA reimbursement increased to 36 months |
| Clawback/recoupment | Company-wide clawback policy applies to equity/compensation; awards subject to reduction/cancellation/recoupment; policy filed with 10-K |
| Arbitration | Company agreements include binding arbitration provisions; Samini is signatory on behalf of the Company in a representative capacity |
Board Governance
- Board service: Class II director since Dec 21, 2023; term expires at the 2026 annual meeting .
- Committee roles: Audit (Busch chair), Compensation (Goerner chair), Nominating (Aldrich chair) – Samini is not listed as a member of any committee (he is an executive director) .
- Independence: Board determined Aldrich, Busch, Carpou, Goerner, Long are independent; as an executive, Samini is not independent and thus raises dual-role independence considerations typical for management directors .
- Attendance: The Board held 4 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
Additional Compensation and Director-Related Disclosures
- Non-employee director compensation: FY 2024 annual cash retainer $150,000; option grants under prior board agreements; RSU grants approved Jan 3, 2025 for select non-employee directors (not applicable to Samini as an employee director) .
- Equity plan terms: 2023 Equity Incentive Plan prohibits repricing options without shareholder approval, restricts transferability, and provides for adjustments and change-in-control treatment of awards .
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cash bonus (annual) | Board discretion | Up to 100% of base salary | 2024: $450,000 | As determined by Board | N/A (cash) |
| RSAs (Nasdaq listing award) | Equity | Two-year vesting | N/A | N/A | Over two years; acceleration on stock price thresholds |
| Anniversary RSUs | Equity | Time-based | N/A | N/A | Each 333,333-share grant vests one year after grant; three annual grant cycles |
| Post-Closing RSUs | Equity | Board-set delivery/terms | Delivered 4/15/2025 (value basis $0.85) | N/A | Board-determined; expected units 1,000,000 |
Risk Indicators & Red Flags
- Equity-heavy 2025 pay: Large RSAs drove 2025 total compensation; grant-date fair value $5.27M, with stock-price-based acceleration – can create alignment but also potential near-term selling pressure upon vesting .
- Single-trigger vesting on change-of-control for RSUs and double-trigger severance: RSUs fully vest on CoC; severance escalates to 3× in CoC window, potentially increasing transaction-related payouts .
- Tax reimbursements: “All Other Compensation” included reimbursement for taxes owed in 2024 and 2025 .
- No disclosed pledging: Plan restricts pledging of awards; filings do not disclose pledging of Samini’s shares .
- Legal proceedings: Schedule 13D indicates no civil/criminal proceedings within past five years for reporting persons .
Shareholder Votes and Signals
- Special Meeting (Jan 3, 2025): Equity grant and plan amendments approved; multiple warrant exercise proposals passed, indicating shareholder support for capital-raising/compensation structures .
- Special Meeting (May 30, 2025): Warrant exercise/repricing and Equity Grant proposals approved .
Investment Implications
- Pay-for-performance alignment skews to equity: 2025 compensation emphasizes RSAs with stock-price triggers, aligning Samini with shareholders; upcoming vesting milestones (e.g., Dec 21, 2025/2026/2027 RSU vest dates; two-year RSA vest window) may create incremental selling pressure around those dates .
- Retention risk mitigated: Auto-renewing employment term, robust severance (2×; 3× in CoC window), and acceleration features reduce voluntary departure risk, but also raise potential CoC payout overhang .
- Governance: Dual role (CFO/President + director) reduces independence; however, audit/compensation/nominating committees are composed of independent directors, which helps mitigate governance risk .
- Ownership alignment: Samini’s increased holdings (3.32M shares by mid-2025) and Class B super-voting shares enhance influence and alignment, though future vesting from large RSAs adds dilution and trading overhang considerations .
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