Albert Moyer
MAXLINEARAbout Albert J. Moyer
Independent director at MaxLinear (MXL) since October 2009; age 81 (as of the 2025 proxy). Former CFO at Western Digital, National Semiconductor, Allergan, and QAD; currently a private financial consultant (since 2000). Education: B.S. in Finance (Duquesne University) and Advanced Management Program (University of Texas, Austin). Designated audit committee financial expert and affirmed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Chief Financial Officer | Prior to 2000s (years not specified) | Senior finance leadership at a major storage firm |
| National Semiconductor Corporation | Chief Financial Officer | Prior to 2000s (years not specified) | CFO of analog/mixed-signal semiconductor leader |
| Allergan Inc. | Chief Financial Officer | Aug 1995 – Mar 1998 | Senior financial leadership at specialty pharma |
| QAD Inc. | EVP & CFO; Consultant (sales ops) | Mar 1998 – Feb 2000; post-2000 | Finance leadership; subsequent sales operations consulting |
| Private practice | Financial consultant | 2000 – present | Advisory across finance operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CalAmp Corp. | Director | Feb 2004 – Jul 2021 | Wireless communications solutions |
| Collectors Universe, Inc. | Director | 2003 – 2021 | Grading/authentication services |
| Virco Manufacturing Corporation | Director | 2004 – 2013 | Educational furniture |
| Redflex Holdings Group | Director | 2012 – 2014 | Traffic enforcement technologies |
Board Governance
- Independence: Board determined Moyer is independent (Feb 2025) and an audit committee financial expert .
- Committees and roles:
- Audit Committee: Member; qualifies as financial expert; chair is Carolyn D. Beaver .
- Nominating & Corporate Governance Committee: Member; chair is Gregory P. Dougherty .
- Cybersecurity Committee: Member; chair is Theodore L. Tewksbury, Ph.D. .
- Attendance: In 2024 the board met 4 times; all directors attended ≥75% of board and committee meetings; executive sessions of independent directors held with each quarterly board meeting led by Lead Director .
- Annual meeting attendance: All eight directors attended the 2024 annual meeting; lead independent director framework in place .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $79,353 | $80,000 |
| Annual Equity Grant (RSUs, Grant-Date Fair Value) ($) | $220,000 | $220,000 |
| Total ($) | $299,353 | $300,000 |
Director cash compensation schedule (unchanged in 2024):
- Base retainer: $60,000; Audit member: $10,000; Nominating/Governance member: $5,000; Cybersecurity member: $5,000; committee chairs carry additional fees (Moyer is not chair) .
- Annual equity for continuing directors: $220,000 in RSUs, vesting by the next May 1 or immediately before the next annual meeting; directors may elect RSU form and deferral; in 2024, no director deferred settlement of that year’s RSUs .
Performance Compensation
No performance-linked compensation for non-employee directors is disclosed; director equity awards are time-based RSUs without performance metrics .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Moyer in the latest proxy .
- Interlocks: Compensation Committee interlocks report indicates none among committee members; Moyer is not on the compensation committee .
Expertise & Qualifications
- Financial leadership as CFO at multiple large-cap technology firms; audit committee financial expert designation .
- Semiconductor, technology, and governance experience across multiple boards .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 113,129 (includes 60,652 common; 12,141 RSUs vesting within 60 days; 40,336 vested RSUs deferred) |
| Shares outstanding (record date) | 86,373,820 |
| Ownership (% of shares outstanding) | ~0.13% (113,129 / 86,373,820) |
| Vested vs. unvested | Vested/deferred RSUs: 40,336; RSUs vesting within 60 days: 12,141 |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors |
| Stock ownership guidelines | Non-employee directors must hold ≥5x annual cash retainer ($300,000); all directors met requirements as of record date |
Governance Assessment
- Strengths:
- Long-tenured independent director with CFO pedigree and designated audit committee financial expert status, supporting robust financial oversight .
- Multi-committee engagement (Audit, Nominating/Governance, Cybersecurity) indicates broad governance coverage .
- Attendance and independent executive sessions support board effectiveness; director ownership guidelines met, and anti-hedging/pledging policy enhances alignment .
- Watch items / RED FLAGS:
- 2025 shareholder votes signaled dissatisfaction: say-on-pay failed (13.7M for vs. 31.9M against), and equity plan amendment failed (12.4M for vs. 33.2M against), elevating investor confidence risk and oversight scrutiny for compensation and equity governance .
- Executive retention-driven equity issuance and elevated burn rate highlighted in proxy; while director pay remained stable, overall equity governance will face pressure post vote outcomes .