Gregory Dougherty
MAXLINEARAbout Gregory P. Dougherty
Independent director at MaxLinear (MXL), age 65, serving on the board since March 2020. Former CEO of Oclaro (acquired by Lumentum in 2018) with a career spanning senior roles at SDL/JDS Uniphase and Lucent; B.S. in Optics from the University of Rochester. Current public company director at Infinera and IPG Photonics; also serves on the board of private company Avicena Tech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oclaro, Inc. | Chief Executive Officer; Director | CEO 2013–2018; Director 2009–2018 | Led sale to Lumentum; optical components focus |
| SDL (acquired by JDS Uniphase) | Chief Operating Officer | 1997–2002 (continued at JDSU until 2002) | Operations leadership in optoelectronics |
| Lucent Technologies Microelectronics | Director of Product Mgmt & Marketing | 1989–1997 | Optoelectronics SBU leadership |
| Avanex Corporation | Director | 2005–2009 | Board oversight during merger into Oclaro |
| Picarro, Inc. | Director; Interim CEO | Director 2002–2013; Interim CEO 2003–2004 | Laser-based spectroscopy scaling |
| Fabrinet | Director | Feb 2019–Jan 2022 | Advanced optical packaging board service |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Infinera Corporation | Director | Current | Optical networking; public company |
| IPG Photonics Corporation | Director | Current | Fiber lasers; public company |
| Avicena Tech Corp. | Director | Current | Private optical interconnect startup |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; member with Albert Moyer and Theodore Tewksbury; four meetings in 2024 .
- Compensation Committee: Will join after the 2025 annual meeting; committee to comprise Pardun (Chair), Artusi, Dougherty .
- Independence: Determined independent by the board under Nasdaq rules .
- Attendance: Each director attended ≥75% of board and committee meetings in 2024; board met 4 times .
- Executive sessions: Independent directors meet in executive session at each regular quarterly meeting, led by the Lead Director .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Director base retainer |
| Nominating & Corporate Governance Chair fee | $10,000 | Chairs receive chair + member fees |
| Nominating & Corporate Governance member fee | $5,000 | Committee membership fee |
| Total cash paid (2024) | $75,000 | Matches fees earned |
Performance Compensation
| Component | Grant Value | Instruments | Vesting/Key Terms |
|---|---|---|---|
| Annual equity grant (2024) | $220,000 | RSUs (director equity policy) | Vests on earlier of next May 1 or day before next annual meeting; directors may elect RSUs and can defer settlement |
| Outstanding director RSUs (as of 12/31/2024) | 12,141 | RSUs | Outstanding for each director at year-end 2024 |
| Change-in-control treatment | N/A (value depends on awards outstanding) | Options/RSUs | Non-employee directors fully vest; performance goals deemed at 100% on CIC if awards not assumed/substituted |
Director equity is time-based; no performance metrics are tied to non-employee director compensation under MXL’s director equity policy .
Other Directorships & Interlocks
| External Board | Committee Roles (if disclosed) | Potential Interlock Notes |
|---|---|---|
| Infinera (INFN) | Not disclosed in proxy | Optical networking adjacency; no related-party transactions disclosed by MXL |
| IPG Photonics (IPGP) | Not disclosed in proxy | Photonics adjacency; no related-party transactions disclosed by MXL |
| Avicena Tech (Private) | Not disclosed in proxy | Private company; no related-party transactions disclosed |
Expertise & Qualifications
- Semiconductor and hardware/software technology; public company executive leadership; financial literacy; talent/recruiting; international operations and supply chain; competency matrix shows Dougherty with semiconductor and technology depth .
- Education: B.S. in Optics, University of Rochester .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Gregory P. Dougherty | 49,854 | * | 21,217 common shares; 28,637 vested RSUs deferred for settlement |
| Unvested RSUs (director program) | 12,141 | N/A | Outstanding RSUs at 12/31/2024 for each director |
| Ownership guideline | $300,000 threshold | N/A | Directors must hold ≥5× cash retainer; all non-employee directors met/exceeded guideline as of record date |
| Hedging/pledging | Prohibited | N/A | Insider trading policy bans hedging and pledging; quarterly blackouts and pre-clearance apply |
Insider Trades and Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Compliant | No delinquent filings reported for Dougherty; one late Form 4 noted for an executive (Torgerson) |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging for directors and covered persons |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance; slated to join Compensation Committee; ≥75% attendance; equity-heavy director pay aligns interests; meets ownership guideline; change-in-control equity terms are transparent .
- Potential watch items: Multiple public company directorships (Infinera, IPG Photonics) may create time demands; however, no related-party transactions or independence concerns disclosed for Dougherty in MXL materials .
- Pay structure: Director compensation stable since May 2022; mix skews to equity ($220k RSUs vs $75k cash in 2024), reinforcing alignment without meeting fees; RSU deferral allowed, which can increase holding period and alignment .
- Shareholder sentiment: MXL’s 2024 say-on-pay (executives) passed with ~89% support, indicating broad governance support framework, though not specific to directors .