William Carpou
About William Carpou
William Carpou, age 70, has served as an independent Class I director of Mobix Labs since June 2021. He is CEO of Octane OC (a nonprofit fostering technology growth in Orange County) since May 2015, serves on the board of Priveterra Acquisition Corp II, is Chairman of NextWave OC, sits on Villanova University’s President’s Advisory Council, and is a Board Advisor to Children’s Hospital of Orange County; he holds a B.S. in Marketing from Villanova University . The Board has determined he meets Nasdaq independence standards . He was nominated for re‑election as a Class I director in the 2025 Annual Meeting .
External Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Octane OC (nonprofit) | Chief Executive Officer | Since May 2015 | Leads tech ecosystem growth in Orange County |
| Priveterra Acquisition Corp II | Director | Not disclosed | Public company directorship (SPAC) |
| NextWave OC | Chairman of the Board | Not disclosed | Chair role |
| Villanova University | President’s Advisory Council | Not disclosed | Advisory role |
| Children’s Hospital of Orange County | Board Advisor | Not disclosed | Advisory role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Carpou is independent under Nasdaq rules |
| Board class/term | Class I; nominated for re‑election at 2025 Meeting |
| Committee memberships | Audit (member); Compensation (member); Nominating (member) |
| Committee chairs | Audit: Kurt Busch (Chair; Audit Committee Financial Expert); Compensation: Frederick Goerner (Chair); Nominating: David Aldrich (Chair) |
| Meeting cadence (FY2024) | Board: 4 meetings; Audit Committee: 4; Compensation Committee: 1; Nominating: not listed “–” |
| Attendance | Each incumbent director attended at least 75% of Board and committee meetings during their service in 2024 |
| Majority voting policy | Incumbent nominees must tender an irrevocable resignation if they fail to receive a majority of votes cast in uncontested elections; Board decides within 90 days based on Nominating Committee recommendation |
| 2025 election results | William Carpou received 29,490,852 For; 127,706 Against; 180,754 Abstentions; 6,633,370 Broker Non‑Votes |
Fixed Compensation
| Component | Amount / Terms | Period / Date | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $200,000 | Board approval Jan 22, 2024 | Payable quarterly; plus equity awards policy below |
| Annual cash retainer (FY2024 disclosure) | $150,000 | Fiscal year ended Sep 30, 2024 | Disclosed in Jan 22, 2025 and May 16, 2025 proxies |
| Annual cash retainer (FY2024 alternate disclosure) | $200,000 | Fiscal year ended Sep 30, 2024 | Disclosed in Dec 18, 2024 proxy |
| One‑time stock grant to current NEDs | $50,000 in Class A Common Stock | Approved Jan 22, 2024 | Valued at then‑current FMV; for current non‑employee directors |
| Director agreement (legacy) | Board agreements include expense reimbursement | 2021 framework | Automatically renew on reelection or until earlier resignation/removal/death |
Note: FY2024 cash retainer disclosure is inconsistent across filings ($150,000 vs $200,000). Later‑dated proxies (Jan 22, 2025; May 16, 2025) state $150,000; the Dec 18, 2024 proxy states $200,000 .
Performance Compensation
| Award Type | Grant / Quantum | Key Terms | Status / Approvals |
|---|---|---|---|
| Annual RSU awards to NEDs | 20,000 RSUs | Annual grants at next Board meeting after Dec 21, 2024; pro‑rated 20,000 RSUs upon initial appointment | |
| Special RSUs tied to Nasdaq listing | 50,000 RSUs to William Carpou | Granted to NEDs influential in public listing; RSUs not delivered until timing determined by Board; Shareholders approved Jan 3, 2025 | |
| Legacy option grant to NEDs | Option to purchase 20,000 shares | 8,000 vest immediately; remaining 12,000 vest 1,000/month over 12 months; subject to continuous service | |
| Outside Director annual cap | $750,000 cap on combined cash + equity value per fiscal year | 2023 Equity Incentive Plan limitation for NEDs | Applies to each non‑employee director |
| Clawback/recoupment | Company clawback policy applies to stock awards | Plan allows reduction/cancellation/recoupment; subject to policy and law |
Potential Performance Metrics (Plan-Level)
| Metric category authorized in plan | Covered in 2023 Equity Incentive Plan? |
|---|---|
| EPS | Yes |
| Revenues / Margins | Yes |
| Cash flow (operating, FCF, EVA-based) | Yes |
| Operating margin | Yes |
| Return metrics (ROA/ROE/ROIC) | Yes |
| Economic Value Added | Yes |
| Net income / Pretax earnings | Yes |
| Earnings before interest/taxes/depr./amort. | Yes |
| Working capital | Yes |
| Cost management (fixed/variable) | Yes |
| Strategic M&A/project completion | Yes |
| Total shareholder return | Yes |
| Debt reduction | Yes |
| Market share / new market entry | Yes |
| Customer retention/satisfaction | Yes |
| Strategic plan implementation/turnaround | Yes |
| Fair market value of a share | Yes |
Director RSU grants disclosed for Mr. Carpou (annual RSUs; 50,000 special RSUs) are not described as performance‑conditioned; the plan nonetheless permits performance goals for stock awards .
Other Directorships & Interlocks
| Company / Organization | Type | Role | Notes |
|---|---|---|---|
| Priveterra Acquisition Corp II | Public company | Director | Current public board seat |
| NextWave OC | Private/nonprofit | Chairman | Chair role |
| Octane OC | Nonprofit | CEO | Operating leadership |
| Villanova University | Academic | President’s Advisory Council | Advisory |
| Children’s Hospital Orange County | Nonprofit | Board Advisor | Advisory |
No specific interlocks with MOBX competitors/suppliers/customers are disclosed in the retrieved filings; independence was affirmed after considering related‑person transactions .
Expertise & Qualifications
- Leadership and ecosystem development: CEO of Octane OC since 2015, extensive experience in sales, private equity, and senior executive positions; philanthropic and community leadership .
- Education: B.S., Marketing, Villanova University .
- Governance: Serves on Audit, Compensation, and Nominating committees; Audit Committee Financial Expert designation resides with Kurt Busch (Chair) .
- Independence: Determined independent by the Board under Nasdaq rules .
Equity Ownership
| As‑Of Date | Beneficial Ownership (Class A shares) | % of Class A | Total Voting Power % | Notes |
|---|---|---|---|---|
| Nov 8, 2024 | 173,369 | <1% | Not specified | Company‑wide outstanding: 32,957,759 Class A; 2,129,901 Class B (Carpou line: 173,369; “*” less than 1%) |
| Jan 10, 2025 | 173,369 | <1% | Not specified | Outstanding: 34,912,774 Class A; 2,004,901 Class B (Carpou “*” <1%) |
| May 6, 2025 | 223,369 | <1% | Not specified | Outstanding: 51,304,848 Class A; 2,004,901 Class B (Carpou “*” <1%) |
Plan documents restrict pledging/transferability of awards, and prohibit transfer for consideration to third‑party financial institutions; no pledging by Mr. Carpou is disclosed in retrieved excerpts .
Governance Assessment
-
Strengths
- Independence and multi‑committee service: Independent under Nasdaq standards; serves on Audit, Compensation, and Nominating, supporting board coverage depth . Audit oversight includes risk management, compliance, and related‑party review .
- Investor support: Strong re‑election margin in 2025 (29.49M For vs 0.13M Against) indicating broad shareholder confidence .
- Structural safeguards: Majority voting with resignation policy; clawback/recoupment for equity; annual cap on non‑employee director pay .
-
Watch items / potential red flags
- Special one‑off equity: 50,000 RSUs to Carpou for the Nasdaq listing; while shareholder‑approved, such director special awards merit monitoring for alignment and dilution, and RSUs are “not delivered” until timing determined by Board .
- Inconsistent cash retainer disclosure: FY2024 retainer is reported as $150,000 in later filings (Jan/May 2025) versus $200,000 in Dec 2024; warrants clarification of actual cash paid versus policy levels .
- Concentration across committees: Broad committee memberships can enhance oversight but may stretch director bandwidth; attendance met the ≥75% threshold but detailed per‑committee attendance is not itemized .
-
Alignment
- Ownership: Beneficial ownership increased to 223,369 shares by May 6, 2025, though remains <1%; ongoing annual RSU grants and legacy options further align incentives .
- Policy limits and clawback: The $750,000 Outside Director cap and clawback language provide guardrails on director pay and recovery mechanisms .
No explicit director stock ownership guidelines, hedging/pledging policies beyond award‑level restrictions, or Carpou‑specific related‑party transactions were identified in the retrieved excerpts; the Board’s independence determination states related‑person transactions were considered .