Theodore Tewksbury
MAXLINEARAbout Theodore L. Tewksbury
Independent director (age 68) serving on MaxLinear’s board since May 2015; Ph.D. in Electrical Engineering (MIT) with prior CEO and senior operating roles across semiconductors, lidar, and AI/IoT companies . He is independent under Nasdaq rules, attends at least 75% of board and committee meetings, and contributes deep technical and general management expertise; he chairs MaxLinear’s Cybersecurity Committee and is an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ouster, Inc. | Chair of the Board | Apr 2024–present | Led post-merger governance (Velodyne/Ouster) |
| Velodyne Lidar, Inc. | CEO | Nov 2021–Feb 2023 | Combined with Ouster in Feb 2023 |
| Eta Compute | CEO | Aug 2019–Nov 2021 | Ultra-low power AI for IoT |
| Energy Focus, Inc. | Chairman, President & CEO | Feb 2017–Feb 2019 | Energy-efficient lighting |
| Entropic Communications | Interim CEO; Director | Nov 2014–Apr 2015; Sep 2010–Apr 2015 | Led through MaxLinear acquisition |
| Integrated Device Technology, Inc. | President & CEO; Director | 2008–2013 | Semiconductor leadership |
| AMI Semiconductor | President & COO | 2006–2008 | Mixed-signal semis operations |
| Maxim Integrated Products | Managing Director | 2000–2006 | Linear/mixed-signal ICs |
| Global Semiconductor Alliance | Director | 2011–2013 | Industry governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ouster, Inc. (public) | Chair of the Board | Apr 2024–present | Board leadership in lidar |
| Exyn Technologies (private) | Director | Current | Autonomous aerial robotics |
| Velodyne Lidar, Inc. (public, merged) | CEO | Nov 2021–Feb 2023 | Led company into Ouster merger |
Board Governance
- Independence: Determined independent (Nasdaq) alongside majority of board .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of board and committee meetings while serving .
- Executive sessions: Independent directors meet in executive session each regular board meeting; chaired by Lead Director .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Cybersecurity | Chair | 5 | Oversees enterprise cybersecurity and IT strategy |
| Audit | Member; Audit Committee Financial Expert | 4 | Financial reporting, controls, related-party approvals |
| Nominating & Corporate Governance | Member | 4 | Board refresh, governance principles, ESG oversight |
Fixed Compensation
- Structure (paid quarterly): Base retainer $60,000; Audit Member $10,000; Nominating Member $5,000; Cybersecurity Chair $10,000; Lead Director $50,000 (not applicable to Tewksbury). Committee chairs receive both chair and member fees .
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (RSUs grant-date fair value) | $220,000 |
| Total | $310,000 |
Performance Compensation
- Director equity form: Time-based RSUs; annual grant for continuing directors set at $220,000 fair value; vests on earlier of next May 1 or date immediately preceding next annual meeting .
- RSU deferral: Directors may elect RSUs and can defer delivery under a committee-approved deferral program; for 2024 grants, no directors deferred settlement .
| Equity Term | Detail |
|---|---|
| Annual RSU grant (2024) | 12,141 RSUs outstanding as of Dec 31, 2024 for each director |
| Vesting schedule | Earlier of next May 1 or date immediately preceding next annual meeting |
| Change-in-control (NED awards) | Full vesting; performance goals deemed achieved at 100% of target; options/SARs fully exercisable; RS restrictions lapse |
Signal: Single-trigger acceleration for non-employee director awards in a change-in-control can be viewed as shareholder-unfriendly; however it is explicitly disclosed in the plan .
Other Directorships & Interlocks
| Company | Relationship to MXL | Potential Interlock/Conflict |
|---|---|---|
| Ouster, Inc. (Chair) | Lidar sensors; not identified as MXL customer/supplier | None disclosed in MXL proxy |
| Exyn Technologies (Director) | Autonomous robotics; private | None disclosed in MXL proxy |
Expertise & Qualifications
- Semiconductor and technology leadership, public company CEO experience, financial literacy; identified as Audit Committee financial expert .
- Education: B.S. Architecture; M.S. and Ph.D. Electrical Engineering (MIT) .
- Cybersecurity oversight experience; chairs board Cybersecurity Committee .
Equity Ownership
| Item | Shares | % of Outstanding |
|---|---|---|
| Common shares | 69,717 | <1% |
| Options exercisable within 60 days | 12,141 | <1% |
| Vested RSUs deferred (deliverable upon termination within 60 days) | 35,925 | <1% |
| Total beneficial ownership | 117,783 | <1% |
- Stock ownership guidelines: Non-employee directors must hold ≥5× annual cash retainer ($300,000) by the fifth anniversary; as of record date, each non-employee director exceeded the requirement .
- Hedging/pledging: Insider trading policy prohibits hedging and pledging of company securities, supporting alignment .
Governance Assessment
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Strengths
- Independent director with deep semiconductor and cybersecurity expertise; chairs Cybersecurity Committee and serves as Audit Committee financial expert, bolstering oversight of risk and financial reporting .
- Consistent engagement: ≥75% attendance threshold met; participation across key committees; structured executive sessions of independent directors .
- Director pay mix is equity-heavy ($220k RSUs vs $90k cash), supporting alignment; ownership guidelines met/exceeded .
- Related-party transaction policy requires Audit Committee pre-approval >$120k; no Tewksbury-specific related-party exposures disclosed .
-
Watch items / RED FLAGS
- Single-trigger change-in-control acceleration for non-employee director equity (full vest; 100% of target for performance awards) may be viewed negatively by some investors .
- Equity plan administrator authority to institute exchange programs and reduce exercise prices is permitted under the current plan terms, though the company indicates intent for a future plan to prohibit option exchanges/repricings; monitor implementation in 2026 .
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Contextual signals
- Director compensation program reviewed with independent consultant (Compensia) and unchanged since May 2022, indicating stability; fees and equity grants are competitive vs peers per disclosed philosophy .
- Company-wide retention challenges increased 2024 burn rate; while not director-specific, this heightens the importance of board oversight of equity usage and dilution .