Kishore Seendripu
MAXLINEARAbout Kishore Seendripu
Kishore Seendripu, Ph.D., is MaxLinear’s co‑founder and has served as Chairman, President, and Chief Executive Officer since inception (September 2003). He is 55, with an M.S. in Materials Science and a Ph.D. in Electrical Engineering (UC Berkeley), a B.Tech (IIT Bombay), and an MBA (Wharton). 2024 performance context: revenue was ~$360.5M and GAAP net loss was ~$245.2M; the company notes “compensation actually paid” was not aligned with performance over the last three years due to retention equity, while revenue remains the primary financial measure linking pay and performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silicon Wave, Inc. | Senior engineering roles; Director of RF & Mixed-Signal IC Design | 1998–2002 | RF/mixed-signal SoC design leadership relevant to MaxLinear’s broadband and infrastructure focus |
| Broadcom Corporation | Member of Technical Staff | 1997–1998 | Large-cap semiconductor operating exposure |
| Rockwell Semiconductor Systems | RFIC Design Engineer | 1996–1997 | RFIC design experience |
| Lawrence Berkeley National Laboratories | Research Assistant | 1990–1992 | Advanced research training |
External Roles
- No current public-company directorships disclosed beyond MaxLinear’s board .
Fixed Compensation
| Element | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $740,000 (effective 4/1/2024); $700,000 prior to 4/1/2024 | No formal offer letter; at-will employment implied |
| Target Bonus | 125% of effective base salary (target $912,500) | 50% of bonus design is revenue-weighted |
| Actual 2024 Bonus | $140,069 total; Corporate $39,694; Individual $100,375 (paid in stock Feb 2025) | Settled in shares (8,148 shares) with tax withholding in cash |
| CEO Pay Ratio (2024) | 202:1 (CEO $26,387,151 vs median $130,242) |
Multi-year CEO summary compensation:
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 731,290 | 14,959,428 | 10,696,203 | 230 | 26,387,151 |
| 2023 | 700,690 | 8,234,014 | — | 493 | 8,935,197 |
| 2022 | 700,690 | 7,986,169 | — | 15,807 | 8,702,666 |
Performance Compensation
Compensation architecture emphasizes equity with both time- and performance-based vehicles; retention awards were added in 2024 to address elevated talent risk.
- Annual performance metrics:
- Performance units (PUs): based on relative net sales growth (60% weight) and relative non‑GAAP diluted EPS vs a defined industry peer set; 2024 performance year vested at 0% (below 25th percentile on both metrics) .
- Annual bonus: 50% weighted to revenue; remainder to other corporate/individual goals .
2024 equity awards (grant-date values and key terms):
| Award Type | Grant Date | Shares/Units | Key Terms | Grant-Date Value |
|---|---|---|---|---|
| Annual PUs (target) | 2/2/2024 | 294,693 | 3-year performance; vest annually by year with Year 1 cap at 30% and Year 2 cap at 100%; relative sales and EPS metrics | $5,236,734 |
| Annual RSUs (time-based) | 2/2/2024 | 98,231 | 25% vest on 2/20/2025; annually thereafter through 2/20/2028 | $1,745,565 |
| 2024 Retention RSUs | 2/22/2024 | 417,754 | 1/3 vests 2/20/2025; 1/3 on 2/20/2026; 1/3 on 2/20/2027 | $7,837,065 |
| 2024 Retention Stock Options | 2/22/2024 | 986,944 @ $20.64 strike; exp. 2/22/2034 | Back-end loaded vesting: 10% on 2/20/2025; 20% on 2/20/2026; 30% on 2/20/2027; 40% on 2/20/2028 | $10,696,203 |
Annual bonus settlement in shares (2024 performance):
| Grant Date | Shares Issued | Cash-Equivalent Value |
|---|---|---|
| 2/20/2025 | 8,148 | $140,064 |
Performance outcomes (relative metrics percentile vs peers):
| Grant | Sales Metric Percentile | EPS Metric Percentile |
|---|---|---|
| 2022 Grant | 3rd | 19th |
| 2022 Mid‑Year Retention Grant | 3rd | 16th |
| 2023 Grant | 3rd | 22nd |
| 2024 Grant | 3rd | 13th |
Peer set for PU measurement includes large-cap and diversified semis (e.g., ADI, QCOM, NXPI, ON, MRVL, MCHP, SWKS, QRVO, etc.) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,249,814 shares (6.1% of outstanding as of 3/26/2025) |
| Components (within 60 days) | 98,695 options exercisable; 7,856 RSUs scheduled to vest; 870,072 vested RSUs/PUs deferred (deliverable upon termination or qualifying change of control) |
| Outstanding 2024 Options | 986,944 options @ $20.64; expire 2/22/2034; staged vesting 10%/20%/30%/40% (2025–2028) |
| Outstanding RSUs (select) | 98,231 annual RSUs (25% per year 2025–2028); 417,754 retention RSUs (1/3 per year 2025–2027); plus legacy grants shown in proxy table |
| Ownership Guidelines | CEO must hold ≥5x base salary; company discloses CEO is in compliance |
| Hedging/Pledging | Prohibited for all insiders; also bans short sales and holding in margin accounts |
| Trading Controls | Quarterly blackouts, pre‑clearance, and 10b5‑1 plan procedures required |
Vesting and potential selling pressure signals:
- RSUs and options cluster on February 20 each year through 2028 (significant 2024 retention awards plus annual RSUs), which can create mechanical selling pressure around vest/expiration windows, subject to blackout periods and 10b5‑1 plan usage .
Employment Terms
| Provision | Non‑Change in Control | Change in Control (Double Trigger) |
|---|---|---|
| Cash Severance | 12 months base salary (estimated $740,000) | 24 months base salary (estimated $1,480,000) |
| Bonus Severance | Up to 100% of target bonus (estimated $925,000) | 200% of target bonus (estimated $1,850,000) |
| Equity | Acceleration of equity that would vest within 12 months | 100% acceleration of unvested equity |
| Health Benefits | Up to 12 months COBRA reimbursement | Up to 24 months COBRA reimbursement |
| Option Post‑Termination Exercise | Extend to 12 months (non‑CoC) / 24 months (CoC) within original term | Extend to 24 months within original term |
- Agreement design includes an “excise tax best‑net” cutback (or full pay) for 280G; benefits contingent on signing/release .
- If awards are not assumed in a transaction, plan terms also provide for full vesting and a limited-time exercise window (board discretion) .
Board Governance and Director Service
- Role: Chairman of the Board and CEO; not independent .
- Lead Independent Director: Thomas E. Pardun (since 2009) with robust responsibilities (executive sessions, agenda coordination, liaison role) .
- Committees: Audit, Compensation, Nominating & Corporate Governance, and Cybersecurity—no indication the CEO serves on committees; committees comprise independent directors .
- Board meetings: 4 in 2024; all directors ≥75% attendance .
- Executive sessions of independent directors held each quarterly board meeting; CEO does not attend these sessions .
- Director compensation: CEO receives no director pay .
- Independence/structure: Company defends combined Chair/CEO structure as efficient given founder expertise; mitigated by Lead Director and executive sessions .
Say‑on‑Pay, Clawback, and Related Policies
- Say‑on‑Pay support: ~89% approval in 2024; historically ~87%+ since 2012 .
- Clawback: Dodd‑Frank compliant policy adopted Aug 9, 2023; recovery of incentive comp tied to financial reporting measures for three completed fiscal years preceding a restatement (no recoveries to date) .
- Insider Trading: bans hedging/pledging, requires pre‑clearance and provides 10b5‑1 plan procedures .
- Related‑party transactions: prior audit committee approval required for items >$120,000 .
Compensation Structure Analysis
- Mix shift and retention emphasis: 2024 awards added large time‑based RSUs and back‑loaded options to mitigate elevated retention risk amid stock price declines and revenue pressure, materially increasing equity “at risk” over a longer horizon .
- Performance rigor: PU vesting outcomes for 2022–2024 performance years were at/below threshold (0% for 2024 metrics), reflecting strict relative goals during a downturn; suggests low risk of windfalls despite larger target grants .
- Cash vs equity: Cash kept near median; equity targeted above median of peer group (Compensia-advised) to align with longer-term TSR ambitions .
- Governance enhancements: Plan amendment in 2025 consolidates shares from the Inducement Plan into the main plan without additional dilution; intent to propose a new plan by 2026 with explicit no repricing/exchange features and no evergreen .
Equity Ownership & Outstanding Awards (detail snapshot at 12/31/2024)
| Item | Quantity / Terms |
|---|---|
| Options Outstanding | 986,944 @ $20.64; expire 2/22/2034 |
| Select Unvested RSUs | 98,231 (25% annually 2025–2028); 417,754 (1/3 annually 2025–2027); plus additional legacy RSUs per table |
| Near‑term Deliverables | 98,695 options exercisable within 60 days of 3/26/2025; 7,856 RSUs vesting within 60 days; 870,072 deferred vested units deliverable upon termination/qualifying CoC |
Compensation Peer Group (benchmarking and PU peers)
- Compensation program set with Compensia; equity heavier than peers; cash ~50th percentile; total target compensation modestly above median .
- PU peer group includes ADI, QCOM, NXPI, ON, MRVL, MCHP, SWKS, QRVO, and others; used for relative sales and EPS ranking .
Investment Implications
- Alignment and retention: Large 2024 retention grants (RSUs, back‑loaded options) plus stock ownership requirements (≥5x salary) and anti‑pledging/hedging increase alignment and reduce near‑term voluntary turnover risk for the founder‑CEO and key engineers .
- Performance sensitivity: PU framework ties a significant portion of CEO/CFO equity to relative revenue/EPS; recent 0% vesting highlights downside sensitivity if recovery lags peers—potential positive torque if relative performance improves into 2025–2027 .
- Event risk economics: Double‑trigger CoC benefits (2x salary, 200% bonus, 100% vesting) are substantial but within market; option back‑loading makes realized value sensitive to multi‑year execution and stock recovery, tempering immediate windfall risk .
- Trading/flow signals: Expect periodic vesting/option events around Feb 20 each year through 2028; any share sales should be via pre‑cleared or 10b5‑1 activity due to blackouts—monitor Form 4s near these windows for supply signals .
- Governance checks: Combined Chair/CEO persists; mitigations include a long‑tenured Lead Independent Director, fully independent key committees, executive sessions, and a Dodd‑Frank clawback; 2024 say‑on‑pay support (89%) suggests investor tolerance for retention-heavy 2024 awards given industry downturns .