Kurt Busch
About Kurt Busch
Independent director since February 2021; age 54. Co‑founder and CEO of Syntiant Corp.; prior roles include CEO at Lantronix (Aug 2011–Nov 2015), CEO at Busch Toschi LLC (Nov 2015–Apr 2017), and leadership positions at Mindspeed Technologies (Oct 2006–Aug 2011). Education: BS in electrical and computer engineering and BS in biological science from UC Irvine; MBA from Santa Clara University (1998). Recognized as Ernst & Young Entrepreneur of the Year 2021 Pacific Southwest – Orange County .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syntiant Corp. | Co‑Founder & CEO | Current | AI company delivering end‑to‑end deep learning solutions for always‑on applications . |
| Busch Toschi, LLC | Chief Executive Officer | Nov 2015 – Apr 2017 | Advised technology companies on sales, marketing, BD, strategic options . |
| Lantronix | President, CEO & Director | Aug 2011 – Nov 2015 | Global provider of secure data access/management for IoT & IT . |
| Mindspeed Technologies | Leadership roles | Oct 2006 – Aug 2011 | Semiconductor industry experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Syntiant Corp. | Co‑Founder & CEO | Current | AI/ML domain expertise; operating CEO role . |
Board Governance
- Independence: Board determined Busch is independent under Nasdaq rules; also independent for audit and nominating committee service .
- Committees and roles:
- Audit Committee: Chair; designated “audit committee financial expert”; members Busch, Carpou, Goerner; each meets Rule 10A‑3 and Nasdaq financial literacy standards .
- Compensation Committee: Members Goerner (Chair), Aldrich, Carpou; Busch not a member .
- Nominating Committee: Members Aldrich (Chair), Busch, Carpou .
- Meetings and attendance: Board held 4 meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings where serving; FY2024 committee meetings: Audit 4; Compensation 1 .
- Classified board: Busch is Class I director; Class I term expires at the 2025 annual meeting (three‑year stagger) .
- Audit committee functions include oversight of financial reporting, auditor engagement, risk oversight, compliance, related‑party review, and service pre‑approvals; Audit Committee report signed by Kurt Busch as Chair .
Committee Membership Table (FY2024)
| Committee | Role | Independent Status | Meetings in FY2024 |
|---|---|---|---|
| Audit | Chair; Financial Expert | Independent under Rule 10A‑3/Nasdaq | 4 . |
| Compensation | — | — | 1 (Busch not a member) . |
| Nominating | Member | Independent | “–” (not listed) . |
Fixed Compensation
| Period | Cash Retainer ($) | Notes |
|---|---|---|
| FY2024 | 150,000 | Non‑employee director annual cash retainer earned in FY2024 . |
| Adopted Jan 22, 2024 policy | 200,000 | Board approved $200,000 annual cash retainer, payable quarterly; plus expense reimbursement . |
- 2021 board agreements: option to purchase 20,000 shares; vesting: 8,000 immediately, remaining 12,000 at 1,000/month over 12 months; agreements auto‑renew upon reelection unless not renewed .
Performance Compensation
| Date | Award Type | Shares | Terms / Vesting | Notes |
|---|---|---|---|---|
| Jan 3, 2025 | RSUs | 50,000 | Not delivered until time determined by Board | Granted to non‑employee directors “influential in the public listing” (Busch included) . |
| 2021 | Stock Options | 20,000 | 8,000 immediate; 12,000 vest at 1,000/month over 12 months | Under 2021 board agreements; subject to continuous service . |
| Policy | Clawback | — | Equity awards subject to Mobix Labs’ clawback policy under 2023 Equity Incentive Plan | Recoupment language applies to stock awards; reductions/forfeitures/recoupment permitted . |
Performance metrics: No director‑specific performance conditions disclosed for Busch’s RSU grants; plan permits performance awards and goal setting, but RSU awards noted above do not specify performance metrics .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other current public company directorships for Busch . |
- Compensation committee interlocks: None disclosed (no executive officers served on boards with reciprocal officer service) .
Expertise & Qualifications
- Technical/industry: Semiconductor, IoT, AI/ML leadership experience over multiple companies; CEO experience at Syntiant and Lantronix .
- Financial oversight: Audit Chair and SEC‑defined “financial expert” .
- Education: BS ECE, BS Biological Science (UC Irvine); MBA (Santa Clara University, 1998) .
- Recognition: EY Entrepreneur of the Year 2021 Pacific Southwest – Orange County .
Equity Ownership
| Metric | Nov 8, 2024 | Jan 10, 2025 | May 6, 2025 |
|---|---|---|---|
| Beneficial ownership – Class A shares | 153,416; <1% | 153,416; <1% | 203,416; <1% |
| Class B shares | — | — | — |
- Outstanding share bases: Class A/Class B outstanding were 32,957,759/2,129,901 (Nov 8, 2024) ; 34,912,774/2,004,901 (Jan 10, 2025) ; 51,304,848/2,004,901 (May 6, 2025) .
- Equity plan context: As of Sept 30, 2024, 3,204,100 securities issuable under options/RSUs; 2,527,077 available for future issuance; weighted average option exercise price $4.89 .
- Transfer/pledge restrictions: Awards generally may not be sold/pledged or transferred for consideration to third‑party financial institutions; awards subject to clawback policy .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Post‑Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|
| 2025‑04‑10 | 2025‑04‑14 | Award (A) | 50,000 | 103,799 | Class A Common Stock | |
| 2025‑07‑09 | 2025‑07‑11 | Award (A) | 221,775 | 325,574 | Class A Common Stock | |
| 2025‑09‑23 | 2025‑09‑25 | Award (A) | 46,855 | 372,429 | Class A Common Stock |
Say‑on‑Director Vote Signal
| Proposal | For | Against | Abstentions | Context |
|---|---|---|---|---|
| Election of Kurt Busch (Class A Director Nominee) – Annual Meeting Mar 3, 2025 | 29,447,506 | 171,358 | 180,448 | High support; broker non‑votes 6,633,370 . |
Governance Assessment
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Strengths:
- Independent director; Audit Chair and SEC‑recognized financial expert—strong oversight credentials .
- Committee coverage across Audit (Chair) and Nominating enhances board effectiveness and governance breadth .
- Audit Committee pre‑approval of auditor services; robust oversight and formal reporting; PWC fees transparently disclosed and independence assessed .
- Shareholder support evidenced by strong election vote and auditor ratification .
-
Incentive alignment:
- Equity participation via 2021 options and 2025 RSUs; increasing beneficial ownership over time (153,416 → 203,416 shares) supports alignment, though still <1% of Class A .
- Clawback applicability to stock awards under the 2023 Plan enhances accountability .
-
Potential conflicts and red flags:
- External CEO role at Syntiant (private AI company) creates potential time/attention and industry adjacency risk; no related‑party transactions disclosed with Syntiant or Busch, and Board has a related‑party review policy overseen by Audit Committee .
- Significant director RSU grants tied to Nasdaq listing (50,000 RSUs for Busch; larger grants to certain directors) could raise investor scrutiny on dilution and pay rationale; RSUs “not delivered” until a time determined by the Board—lack of disclosed performance conditions for director grants is a governance sensitivity point .
- Capital structure and Class B super‑voting rights concentrate voting power and may affect change‑of‑control dynamics; broader governance backdrop to investor confidence, though not directly related to Busch’s role .
-
Attendance/engagement:
- FY2024 attendance ≥75% threshold met for all incumbents; Audit held 4 meetings under Busch’s chairmanship—indicative of engagement .
Overall, Busch’s independence, financial expertise, and audit leadership are positives for board effectiveness. Equity awards without disclosed performance conditions and super‑voting structure are the main governance sensitivities to monitor for investor confidence .