Connie Kwong
MAXLINEARAbout Connie Kwong
Connie Kwong is Corporate Controller and Principal Accounting Officer at MaxLinear (MXL), age 46, serving in her current role since February 2016 after joining as Assistant Corporate Controller in March 2015. She previously was Controller at a privately held computer services firm (Oct 2013–Mar 2015) and Senior Audit Manager at SingerLewak LLP (May 2008–Oct 2013), and holds a B.A. in Business Economics from UCLA . Company performance context: 2024 revenue was $360.5 million and non-GAAP operating loss was $68.5 million, resulting in no PSU vesting for 2024 given below-25th-percentile relative metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SingerLewak LLP | Senior Audit Manager | May 2008 – Oct 2013 | Led audits and advisory work; built technical accounting expertise applicable to public-company controls |
| Private computer services company | Controller | Oct 2013 – Mar 2015 | Managed accounting/controls; prepared for public-company controller responsibilities |
| MaxLinear | Assistant Corporate Controller | Mar 2015 – Feb 2016 | Supported transition into principal accounting leadership |
| MaxLinear | Corporate Controller & Principal Accounting Officer | Feb 2016 – present | Oversees financial reporting, controls, and accounting policy |
External Roles
No public-company directorships or external governance roles disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $285,282 | $306,698 (effective annual) |
| Target Bonus (% of Salary) | Not disclosed for 2023 | 40% |
| Actual Bonus Paid ($) | $30,678 (settled in shares in Feb 2024) | $13,475 (primarily individual/discretionary; settled in shares Feb 2025) |
Notes:
- 2024 effective annual base salary reflects pro-ration of $295,000 (Jan–Mar) and $310,000 (Apr–Dec) per employment arrangement .
- 2024 corporate metrics (Revenue and non-GAAP Operating Income) missed thresholds; discretionary individual performance drove de minimis payouts of ~11–15% for NEOs; Connie’s total bonus was $13,475 .
Performance Compensation
Annual Executive Incentive Bonus (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($ mm) | 50% | 425 | 475 | 525 | 360.5 | 0% (below threshold) |
| Non-GAAP Operating Income ($ mm) | 40% | (14) | (6) | 2 | (69.8) | 0% (below threshold) |
| Individual Performance | 10% | N/A | Subjective | 200% cap | Committee discretion; accruals ~110% | Paid $13,475 to Connie |
Key mechanics:
- Corporate metrics are Revenue (50%) and non-GAAP Operating Income (40%); individual performance is 10% .
- NEO aggregate payouts for 2024 performance were ~11–15% due to discretion amid tough conditions; Connie received $13,475 settled in shares Feb 2025 .
Equity Incentive Awards (2024)
| Grant Date | Award Type | Shares/Units | Exercise Price | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Feb 2, 2024 | RSUs (time-based) | 9,332 | — | 25% annually Feb 20, 2025–2028 | 165,830 |
| Feb 2, 2024 | PSUs (performance-based at target) | 9,330 | — | Relative Rev/EPS vs peer; up to 3-year period; 30% cap Y1, 100% cap Y2 | 165,830 |
| Feb 22, 2024 | RSUs (retention) | 19,843 | — | 1/3 annually Feb 20, 2025–2027 | 372,255 |
| Feb 22, 2024 | Stock Options (retention) | 44,647 | $18.76 | 10%/20%/30%/40% on Feb 20, 2025–2028 | 501,814 |
PSU performance result: For all outstanding PSU cohorts, 2024 relative metrics fell below the 25th percentile (Sales 3rd, EPS 13th percentile for 2024 grant), therefore no PSU vesting for fiscal 2024 .
Equity Ownership & Alignment
- Beneficial Ownership: 60,461 shares (54,180 common; 4,465 options exercisable within 60 days; 1,816 RSUs scheduled to vest within 60 days) .
- Stock Ownership Guidelines: Section 16 officers must hold stock equal to ≥1× base salary; as of record date, officers subject to the policy (including Connie) were in compliance and above requirement .
- Insider Trading Policy: Prohibits hedging and pledging, margin accounts, and enforces quarterly blackouts and preclearance/10b5‑1 plan procedures .
- Vested vs Unvested (as of Dec 31, 2024): Unexercised options 44,647 at $18.76 expiring Feb 22, 2034; multiple unvested RSU positions with disclosed remaining tranches and dates (e.g., Feb 20, May 20, Aug 20 2025 schedules per footnotes) .
- Upcoming Vest Pressure (near-term):
- Feb 20, 2025: 25% of 9,332 RSUs; 1/3 of 19,843 RSUs; plus portions of older RSUs as footnoted .
- May 20, 2025: remaining 40% of one RSU grant (1,816 units) .
- Aug 20, 2025: remaining two-fourths of another RSU grant (split 2025/2026) .
These schedules, combined with quarterly blackout/preclearance, frame potential selling windows and overhang dynamics .
Employment Terms
| Term | Detail |
|---|---|
| Employment | Offer letter Feb 2015; at-will employment |
| 2024 Base Salary | $295,000 (Jan–Mar) and $310,000 (Apr–Dec); effective annual $306,698 (proxy presentation) |
| Target Bonus | 40% of effective annual salary |
| Severance (non-CIC) | 6 months base salary; prorated target bonus; up to 6 months COBRA; vesting acceleration of awards scheduled to vest within 6 months; 6-month option exercise window |
| Severance (double-trigger CIC) | 12 months base; 100% target bonus; 12 months COBRA; 100% acceleration of unvested equity; 12-month option exercise window; 280G best‑net cutback |
| Estimated Payments (as of Dec 31, 2024) | Non-CIC: Salary $155,000; Bonus $124,000; Equity acceleration $446,558; Health benefits $3,250 |
| Estimated Payments (double-trigger CIC) | Salary $310,000; Bonus $124,000; Equity acceleration $1,145,842; Health benefits $6,499 |
| Clawback | Executive compensation clawback policy (effective Oct 2, 2023) tied to accounting restatements; recoverable incentive comp includes equity/bonus tied to financial measures |
Compensation Structure Analysis
- Mix and trend: MaxLinear targets median cash and above‑median equity for executives; for non-CEO/CFO NEOs, annual equity is split 50% PSUs / 50% RSUs, with additional 2024 retention RSUs and options (back‑end loaded) amid retention risk from stock price decline .
- 2024 outcomes: Corporate bonus metrics missed thresholds; small discretionary payouts were made recognizing operational achievements in tough conditions; PSUs did not vest for 2024 performance, reducing at‑risk payouts .
- Anti‑repricing governance: Company states intent for future equity plans to prohibit option exchanges/repricings and have no evergreen provision; insider policy prohibits hedging/pledging .
Multi‑Year Compensation (Summary, US$)
| Component | 2023 | 2024 |
|---|---|---|
| Salary | $285,282 | $306,698 |
| Stock Awards | $380,663 | $717,374 |
| Option Awards | — | $501,814 |
| All Other Compensation | $493 | $230 |
| Total | $666,438 | $1,526,116 |
Outstanding Equity (as of Dec 31, 2024)
| Instrument | Quantity | Key Terms |
|---|---|---|
| Stock Options | 44,647 | Exercise $18.76; vest 10%/20%/30%/40% on Feb 20 2025–2028; expire Feb 22, 2034 |
| RSUs (various grants) | 9,332; 19,843; plus legacy tranches (4,018; 1,054; 1,816; 4,252) | Time‑based: annual on Feb 20 (four‑year and three‑year schedules); some tranches vest May 20 and Aug 20 per grant‑specific footnotes |
| PSUs (unvested) | 9,332 target equivalents and legacy PSU tranches (4,715; 1,267) | Vest annually over 3‑year period based on relative revenue and non‑GAAP EPS percentile vs peer; 30% cap Y1; 100% cap Y2; up to 250% max by Y3 |
Governance and Shareholder Context
- Say‑on‑Pay support: 89% approval in 2024, indicating investor tolerance for program structure despite macro headwinds .
- Ownership compliance: Executive ownership guidelines met/exceeded; retention of net shares required if below guideline .
Investment Implications
- Alignment: Heavy equity weighting and PSU framework align long‑term pay with performance; 2024 non‑vesting of PSUs reinforces true at‑risk structure .
- Retention risk vs selling pressure: 2024 retention RSUs and back‑end loaded options increase near‑term vesting events (Feb/May/Aug 2025), which may create episodic selling pressure, though hedging/pledging are prohibited and trades constrained by blackout windows .
- Change‑of‑control economics: Double‑trigger CIC terms (12 months salary; 100% bonus; full acceleration) reduce personal risk, potentially easing transition execution; estimated CIC equity acceleration of ~$1.15m underscores sensitivity to transaction scenarios .
- Pay‑for‑performance posture: Missed 2024 corporate targets and modest discretionary bonuses signal discipline; continued underperformance on relative metrics would suppress PSU realizations, limiting cash‑out risk near term .