Philip Sansone
About Philip Sansone
Philip Sansone, 66, is Chief Executive Officer (appointed July 2025) and a Director of Mobix Labs (appointed to the Board August 8, 2025). He previously served as Interim CEO from April–July 2025 and as Vice President of Worldwide Sales from September 2021 to April 2025. Prior to Mobix, he was Vice President of Global Distribution at MaxLinear from April 2019 to September 2021. He holds a bachelor’s in business administration from the New York Institute of Technology. The Board maintains a separate Chairman (James Peterson), with Sansone serving as CEO and director. As of September 30, 2025, Mobix disclosed that CEO compensation arrangements for Mr. Sansone had not yet been finalized. He personally guaranteed a $600,000 company loan in August 2025, indicating a high degree of direct financial commitment.
Past Roles
| Organization | Role | Years | Strategic Focus / Notes |
|---|---|---|---|
| Mobix Labs | Interim Chief Executive Officer | Apr 2025 – Jul 2025 | Transition leadership during CEO changeover |
| Mobix Labs | VP, Worldwide Sales | Sep 2021 – Apr 2025 | Global sales execution and channel build-out |
| MaxLinear | VP, Global Distribution | Apr 2019 – Sep 2021 | Global distribution for RF/analog/mixed-signal ICs |
External Roles
| Organization | Role | Start | Committee Roles | Independence / Governance Notes |
|---|---|---|---|---|
| Mobix Labs (Board) | Director, Class I (term to 2028 AGM) | Aug 8, 2025 | Not listed on Audit/Comp/Nominating | CEO is not independent; Board leadership split: Peterson as Chair; Sansone as CEO |
- Committee memberships (as of latest filings): Audit (Busch–Chair/Financial Expert, Carpou, Goerner), Compensation (Goerner–Chair, Carpou), Nominating (Aldrich–Chair, Busch, Carpou) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| FY 2025 | 266,917 | Not disclosed | — | Company states CEO compensation arrangements “not finalized” as of 9/30/2025 |
Performance Compensation
Equity Awards (RSUs and Options)
| Grant/Action | Date | Instrument | Size (#) | Vesting Schedule | Delivery/Other Terms |
|---|---|---|---|---|---|
| Option forfeiture | Apr 10, 2025 | Stock options | 172,184 forfeited | n/a | Forfeited in exchange for RSUs |
| Equity grant | Apr 10, 2025 | RSUs | 400,000 | Disclosure 1: 90% vest at grant; 10% monthly until 1/1/2026. Disclosure 2 (outstanding awards footnote): equal installments on 11/15/2025 and 1/31/2026 | Share delivery for Apr RSUs deferred until earliest of separation, disability, death, change in control, unforeseeable emergency, or 1/1/2026 |
| Equity grant | Apr 15, 2025 | RSUs | 600,000 | Footnote schedule: 250,000 on 4/30/2026; 250,000 on 7/15/2026; 100,000 on 10/1/2026 | Delivery deferral same as above for the Sansone RSUs |
| Equity grant | Sep 19, 2025 | RSUs | 1,000,000 | Equal installments on 1/1/2027, 4/1/2027, 7/1/2027, 10/1/2027 | Standard RSU settlement; no special deferral disclosed |
Note: The S-1/A includes two descriptions for the 400,000 RSUs—an initial vesting/deferral narrative and an “Outstanding Awards” vesting footnote. We present both as disclosed.
FY2025 Reported Compensation Mix
| Component | FY 2025 ($) |
|---|---|
| Salary | 266,917 |
| Stock Awards (grant date fair value) | 1,760,000 |
| Total | 2,032,542 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 1,010,885 shares; ~1.7% of Class A outstanding; ~1.3% total voting power (vs 58.6M Class A / 2.0M Class B outstanding) |
| Class B ownership | None disclosed for Sansone in beneficial ownership table |
| Unvested RSUs (as of 9/30/2025) | 400,000 + 600,000 + 1,000,000 = 2,000,000 units; market value based on $0.8061 close on 9/30/2025 as disclosed in table footnote |
| Options | No current options listed for Sansone in 2025 outstanding awards (after forfeiting 172,184 options on 4/10/2025) |
| Personal guarantees / alignment | Personally guaranteed a $600,000 company loan (Aug 13–15, 2025) alongside CFO; indicates direct financial commitment to company liquidity |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | As of 9/30/2025, CEO compensation arrangements “not finalized”; company to disclose when finalized |
| Change-in-control / severance | Not specified for Sansone as of the latest disclosures (agreement not finalized) |
| Clawback policy | Company has a clawback policy; awards under plans are subject to recoupment and potential forfeiture per policy and plan terms |
| Indemnification | Charter/Bylaws limit director/officer liability and provide advancement/indemnification to the fullest extent under Delaware law |
| Loans/guarantees | Sansone personally guaranteed an August 2025 $600,000 loan to the company; several financing agreements bear his signature as CEO |
Board Service Details and Governance
- Board service: Appointed Director (Class I) effective August 8, 2025; term expires at 2028 annual meeting. CEO+Director dual role; Chairman is James Peterson (separate from CEO), mitigating combined-power concerns. Not listed on Audit, Compensation, or Nominating committees. Independent directors populate all committees (e.g., Compensation chaired by Frederick Goerner; Nominating chaired by David Aldrich).
Related Party and Financing Considerations
- Personal guarantees: Sansone and CFO personally guaranteed a $600,000 loan in August 2025.
- Capital markets activities: Company conducted multiple registered and private offerings and warrant actions in 2025; Sansone signed financing documents as CEO.
- Listing compliance: Nasdaq notices in April 2025 regarding minimum bid price and market value of listed securities; company monitoring and evaluating options to regain compliance.
Investment Implications
- Near-term settlement/ownership events: April 2025 RSUs carry delivery deferral to the earlier of separation, death/disability, change in control, unforeseeable emergency, or January 1, 2026; together with 2026 vesting tranches (250k/250k/100k) and 2027 quarterly vesting (1.0M in four installments), this creates identifiable windows for potential insider supply and selling pressure. Monitor 1/1/2026, 4/30/2026, 7/15/2026, 10/1/2026, and 2027 quarter dates.
- Pay-for-performance alignment: 2025 compensation skewed heavily to equity ($1.76M stock awards vs. $266.9k salary), aligning incentives with equity value; however, front-loaded vesting (including 90% immediate vesting narrative for April RSUs) tempers retention strength until later 2026–2027 grants.
- Retention risk and contract uncertainty: As of 9/30/2025, CEO compensation package terms were still not finalized, introducing uncertainty on future cash/equity mix, targets, and severance/CIC protection that can influence retention and behavior.
- Alignment vs liquidity: Sansone’s personal guarantee of a $600k company loan signals commitment and alignment but also highlights reliance on external financing and potential liquidity stress; watch for future financing terms that could affect dilution and executive incentives.
- Governance mitigants: Separate Chair/CEO roles and independent composition of key committees support oversight; Sansone is a management (non-independent) director, consistent with many small-cap structures.
- Market/technical overhangs: Nasdaq compliance notices (April 2025) and ongoing capital market activities (warrants, S-1/A) may weigh on share price and interact with executive vesting schedules; timing and pricing of exercises/settlements are critical to trading strategies.
Appendix: Key Tables From Filings
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Named Executive Officer Summary Compensation (FY2025) | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) | |---|---|---:|---:|---:|---:|---:| | Philip Sansone (CEO) | 2025 | 266,917 | — | 1,760,000 | — | 2,032,542 |
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Outstanding Equity Awards (Sansone) as of 9/30/2025 | Award | Shares Unvested (#) | Market Value Basis | Vesting Detail | |---|---:|---|---| | RSUs (Grant Apr 10, 2025) | 400,000 | $0.8061 on 9/30/2025 | Equal installments on 11/15/2025 and 1/31/2026 | | RSUs (Grant Apr 15, 2025) | 600,000 | $0.8061 on 9/30/2025 | 250,000 on 4/30/2026; 250,000 on 7/15/2026; 100,000 on 10/1/2026 | | RSUs (Grant Sep 19, 2025) | 1,000,000 | $0.8061 on 9/30/2025 | 250,000 each on 1/1/2027, 4/1/2027, 7/1/2027, 10/1/2027 |
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Beneficial Ownership (Selected) | Holder | Class A Shares | Class A % | Class B Shares | Total Voting Power % | |---|---:|---:|---:|---:| | Philip Sansone | 1,010,885 | 1.7% | — | 1.3% |
Investment Implications
- Concentrated equity incentives and identified vesting/delivery dates create visible potential selling windows; this can inform liquidity and timing decisions for traders.
- Governance structure and clawback/indemnification frameworks are in place, but the lack of a finalized CEO compensation agreement as of year-end leaves open questions about future pay-for-performance calibration and severance economics.
- Personal loan guarantees underscore executive alignment but also highlight financing dependence; monitor subsequent capital actions, listing compliance progress, and any updates to CEO employment terms.