Carolyn Beaver
MAXLINEARAbout Carolyn D. Beaver
Independent director of MaxLinear, Inc. since December 2018; age 67; currently Chair of the Audit Committee (since February 2021). Former CFO and senior finance executive (Sequenom, Beckman Coulter) and audit partner at KPMG; B.S. in Business Administration from California State Polytechnic University, Pomona. Designated “independent director” under Nasdaq rules and identified by the board as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequenom, Inc. | CFO & SVP; CFO; VP & Chief Accounting Officer | Mar 2015–Oct 2016; Jun 2014–Mar 2015; Jun 2012–Jun 2014 | Led public company finance and reporting |
| Beckman Coulter, Inc. | Corporate VP & Controller; Chief Accounting Officer; Interim CFO | Aug 2005–Jun 2012; Oct 2005–Jul 2011; Jul–Oct 2006 | Public company controllership, interim CFO duties post-acquisition |
| KPMG LLP | Audit Partner | 1987–2002 | Oversaw audits; SEC reporting experience |
| Commerce National Bank (CA) | Director; Audit Chair; Asset/Liability Committee member | 2005–2013 | Bank board oversight and audit leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sonendo, Inc. | Director; Audit Committee Chair | Since Oct 2021 | Audit Chair |
| MediciNova, Inc. | Director; Audit Chair; Member of Nominating & Corporate Governance and Compensation | Since Oct 2020 | Audit Chair; Nom/Gov; Compensation |
| Organovo Holdings, Inc. | Director; Audit Chair | Feb 2019–Sep 2020 (Chair Sep 2019–Sep 2020) | Audit Chair |
Board Governance
- Committees: Audit (Chair; members: Beaver, Moyer, Pardun, Tewksbury), Compensation, Nominating & Corporate Governance, Cybersecurity .
- Audit Committee expertise: Beaver, Moyer, Pardun, Tewksbury each qualify as “audit committee financial expert” (SEC definition). Audit met 4 times in 2024 and oversees financial reporting, internal controls, related party transactions, ethics/compliance, and receives regular cybersecurity updates .
- Independence: Beaver is among the majority of directors determined independent per Nasdaq rules (board reviewed potential Intel-related conflicts for another director; no conflicts found for Beaver) .
- Attendance and engagement: Board held 4 meetings in 2024; every director attended ≥75% of board/committee meetings; all eight directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent directors hold executive sessions at each regular board meeting, moderated by the Lead Director; management does not attend .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Base annual cash retainer | $60,000 |
| Audit Committee Chair fee | $20,000 |
| Audit Committee member fee | $10,000 |
| Total cash fees earned (Beaver) | $90,000 |
| Meeting fees | None disclosed |
Director cash fees are paid quarterly. Committee chairs receive both chair and membership fees .
Performance Compensation
| Equity Component (2024) | Grant Structure | Amount/Units | Vesting |
|---|---|---|---|
| Annual director equity grant (RSUs) | Granted at annual meeting under outside director equity policy | $220,000 grant-date fair value | Vests on earlier of next May 1 or the date immediately preceding next annual meeting |
| RSUs outstanding (as of 12/31/2024) | Continuing director awards | 12,141 RSUs (per director) | As above (time-based) |
| RSU deferral election | Optional | Directors may elect RSUs in lieu of restricted stock and defer settlement per approved deferral program | Terms administered by Compensation Committee |
Note: Director equity is time-based, not performance-conditioned; no TSR/financial metrics apply to non-employee director equity awards .
Other Directorships & Interlocks
| Potential Interlock | Observation |
|---|---|
| Shared boards with MXL competitors/suppliers/customers | Beaver’s current boards (Sonendo—medical technology, MediciNova—biopharma) are outside semis; low direct commercial interlock risk with MXL . |
| Compensation committee interlocks | Company discloses no compensation committee interlocks; directors on comp committee are independent and none are officers; Beaver is not on comp committee . |
Expertise & Qualifications
- Deep public company finance, controllership, and audit background; former KPMG audit partner and multiple public company CFO/controller roles .
- Designated audit committee financial expert; qualified to oversee complex accounting, internal controls, and audit matters .
- Broad board experience across technology and healthcare; enhances risk oversight and governance perspective .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (as of 3/26/2025) | 59,922 shares; less than 1% of outstanding shares |
| Breakdown | 11,434 common shares; 12,141 RSUs vesting within 60 days; 36,347 vested RSUs deferred for settlement |
| Ownership guidelines | Non-employee directors must hold ≥5× annual cash retainer ($300,000) within five years; all non-employee directors met the guideline as of the record date |
| Hedging/pledging | Company insider trading policy prohibits hedging and pledging by directors |
Governance Assessment
- Strengths: Independent status; chairs a technically strong audit committee with recognized financial experts; robust oversight of financial reporting, internal controls, ethics/compliance, and cybersecurity reporting cadence; high attendance and active engagement; equity ownership aligned with director stock ownership guidelines; hedging/pledging prohibited, supporting alignment .
- Compensation alignment: Cash fees reflect chair responsibilities; equity awards are standardized and time-based, limiting pay-for-performance signaling but consistent with market practice for non-employee directors; no options or performance-conditioned equity for directors disclosed .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Beaver; formal policy mandates audit committee pre-approval for any related party transactions >$120,000, reducing conflict risk .
- Risk indicators and red flags: No low attendance, pledging, hedging, or related-party transactions identified for Beaver. Director awards fully vest upon change in control (typical governance term but can be scrutinized by some investors); overall, conflict risk appears low given external roles outside MXL’s industry .