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Daniel Artusi

Director at MAXLINEARMAXLINEAR
Board

About Daniel Artusi

Independent director at MaxLinear (MXL) since November 2018; age 70. Veteran semiconductor operator and board leader with prior CEO/GM roles across Silicon Labs, Conexant, Lantiq (acquired by Intel), and Intel’s Client Computing Group (Connected Home). Studied Electrical Engineering at Instituto Tecnológico de Buenos Aires (ITBA). Current external roles include Chairman of New Charter Technologies (private) and member of the UT Austin Cockrell School of Engineering Advisory Board .

Past Roles

OrganizationRoleTenureCommittees/Impact
Intel CorporationVP/GM, Client Computing Group (Connected Home)2015–2018Led connected home business post-Lantiq acquisition
Lantiq Deutschland GmbHChief Executive Officer2012–2015Stewarded sale to Intel
Golden Gate CapitalOperating Executive2009–2015Portfolio operating leadership
Conexant Systems, Inc.President & CEO; Director2007–2008Turnaround leadership in semis
Coldwatt, Inc.Chairman & CEO2005–2007Power supply technology leadership
Silicon Laboratories Inc.COO (2001–2004); President (2003–2005); CEO & Director (2004–2005)2001–2005Public company leadership, M&A, scaling
Motorola Inc.Various management roles1977–2001Global semiconductor/business operations

External Roles

OrganizationRoleTenureNotes
New Charter Technologies (private)ChairmanCurrentIT services platform company
UT Austin, Cockrell School of EngineeringEngineering Advisory BoardCurrentAcademic advisory role
Ferroelectric Memory GmbHChairman2021–2024Embedded FeRAM company
GXC Inc.Chairman2018–2024Communications company
Minim, Inc.Director2020–2022Wi-Fi software; public company
VisIC Technologies (private)Director2019–2022Power semis for auto/data center/industrial

Board Governance

  • Independence: Board determined Artusi is an independent director under Nasdaq rules .
  • Committees: Compensation Committee member (post-2025 AGM, committee will comprise Pardun and Artusi); Cybersecurity Committee member (chair: Tewksbury) .
  • Chair roles: None (Lead Director is Thomas Pardun; CEO is Board Chair) .
  • Attendance: In 2024 the Board met 4 times; each director attended ≥75% of board and applicable committee meetings .
  • Executive sessions: Independent directors meet in executive session each regular quarterly board meeting, chaired by the Lead Independent Director .
  • Board refresh/skills: Artusi recognized for semiconductor, technology, public company leadership, finance, talent, supply chain, and cybersecurity/risk competencies in skills matrix .

Fixed Compensation (Director)

ComponentPolicy Detail2024 Amount for Artusi
Annual cash retainer$60,000$60,000
Committee member feesCompensation Committee: $7,500; Cybersecurity Committee: $5,000$12,500
Total cashPayable quarterly$72,500
Annual equity grant$220,000 in RSUs for continuing directors; vest at earlier of next May 1 or day before next AGM$220,000
Total 2024 director compCash + equity$292,500

Notes:

  • No director fee changes since May 2022; program reviewed with independent consultant Compensia .
  • All directors elected to receive awards as RSUs; none deferred settlement in 2024 .

Performance Compensation

Director pay is not performance-conditioned; equity is time-based RSUs under the Outside Director Equity Policy.

Performance-Linked Elements in Director PayStatusVesting/Terms
Performance conditions (revenue, EPS, TSR, ESG)NoneDirector RSUs vest time-based at next May 1 or immediately prior to next AGM
Deferral featureAvailable by policy, but not used by directors for 2024 awardsRSU deferral optional program; none deferred in 2024
Change in control treatmentFull vesting for non-employee directors100% accelerated vesting on change in control

Context on company performance metrics (executives): Performance units vest based on 3-year relative ranks in net sales growth (60% weight) and non-GAAP diluted EPS growth (40%) vs. a defined semiconductor peer set, with payout range 0–250% of target; no 2024 vesting due to <25th percentile results across awards .

Other Directorships & Interlocks

  • Current public company directorships: None disclosed as current (prior: Minim, Inc. 2020–2022) .
  • Compensation Committee interlocks: None. No member (including Artusi) was an officer/employee of MXL; and no MXL executive served on the board/comp committee of an entity having executives on MXL’s board/comp committee .

Expertise & Qualifications

  • Deep semiconductor operating experience (Motorola, Silicon Labs, Conexant, Lantiq, Intel) and public company leadership, corporate development/finance, international operations/supply chain, talent/recruiting .
  • Cybersecurity oversight experience; serves on MXL’s Cybersecurity Committee .
  • Education: Electrical Engineering at ITBA (Argentina) .

Equity Ownership

ItemDetail
Total beneficial ownership41,943 shares (<1%)
Composition29,802 common + 12,141 RSUs vesting within 60 days of 3/26/2025
Outstanding RSUs (12/31/2024)12,141 per director, from 2024 awards
Ownership guidelinesDirectors must hold ≥5x cash retainer ($300,000); as of record date, each non-employee director was above requirement
Hedging/pledgingProhibited by insider trading policy (short sales, derivatives/hedging, pledging, margin accounts)

Governance Assessment

  • Strengths:

    • Independence, relevant committee assignments (Compensation; Cybersecurity), and skills directly aligned with MXL risk profile and strategy .
    • Solid engagement: ≥75% attendance; regular independent executive sessions .
    • Pay structure aligns directors with shareholders via meaningful equity; directors exceed ownership guidelines; hedging/pledging prohibited .
    • No comp committee interlocks; no related party transactions disclosed; Section 16(a) compliance clean for directors .
  • Watch-fors:

    • Director equity is time-based (no performance conditions), which is standard but less performance-sensitive; however, alignment is supported by ownership requirements .
    • Company-wide, heavy use of retention equity in 2024 and request to reallocate inducement plan shares into the main plan; board will need to monitor dilution/burn-rate vs. performance and retention outcomes (not specific to Artusi but relevant to Comp Committee oversight) .
  • Shareholder sentiment signal:

    • Say-on-Pay support of ~89% in 2024 indicates generally favorable investor view of compensation governance .

Appendix: Committee Summary (Artusi)

CommitteeRole2024 MeetingsNotes
Compensation CommitteeMember (Chair: Pardun); will be 1 of 2 members post-AGM5Oversees exec comp, equity plans, human capital; independent under SEC/Nasdaq
Cybersecurity CommitteeMember (Chair: Tewksbury)5Oversees cyber risk, IT strategy; independent membership

All citations: .