Thomas Pardun
MAXLINEARAbout Thomas E. Pardun
Thomas E. “Tom” Pardun, age 81, is an independent director of MaxLinear and the Board’s Lead Independent Director (Lead Director) since November 2009; he has served on the Board since July 2009 . He is a former senior telecom and technology executive (IBM, Sprint/US West/MediaOne) and long‑tenured public company director, including non‑executive Chairman at Western Digital; he holds a B.B.A. (Economics/Marketing) from the University of Iowa and management program certificates from Harvard Business School, Stanford, and Dartmouth’s Tuck School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Business Machines (IBM) | Various positions | 1965–1984 | Early career operating experience |
| United Telecommunications (predecessor to Sprint) | Senior Vice President | 1984–1986 | Leadership in telecom operations |
| Sprint, Inc. | President, Central Group; President, West Division | 1986–1988 | P&L and multi‑region oversight |
| US WEST, Inc. / US WEST Multimedia Communications | Multiple executive roles; President & CEO (US WEST Multimedia) | 1988–1996 | CEO‑level leadership in multimedia/telecom |
| MediaOne International (Asia‑Pacific) | President | 1996–2000 | International operations leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Western Digital Corporation | Director (1993–2015); Chairman (2000–2001); Non‑Executive Chairman (2007–2015) | 1993–2015 | Long‑tenured board leader in data storage |
| Finisar Corporation | Director | Dec 2009–Sep 2019 | Optical communications |
| Calix, Inc. | Director | Feb 2011–May 2017 | Broadband systems/software |
| CalAmp Corp. | Director | Jun 2006–Jul 2015 | Wireless communications solutions |
Board Governance
- Roles: Lead Independent Director (since Nov 2009); Compensation Committee Chair; Audit Committee member; Independent director under Nasdaq rules .
- Lead Director responsibilities include coordinating executive sessions of independent directors, agenda input, liaison with the CEO, and information flow oversight .
- 2024 Board/committee activity and attendance:
- Board met 4 times; each director attended ≥75% of Board and applicable committee meetings .
- Audit Committee: 4 meetings (member) .
- Compensation Committee: 5 meetings (Chair) .
- Executive sessions of independent directors are held each regular quarterly Board meeting, chaired by the Lead Director .
- Committee composition changes: After the 2025 annual meeting (Dr. Liu’s departure), the Compensation Committee transitions to Pardun and Artusi; Board approved adding Greg Dougherty thereafter (Pardun, Artusi, Dougherty) .
Fixed Compensation
- Director cash fee schedule (unchanged in 2024; paid quarterly): Base retainer $60,000; Lead Director $50,000; Audit Committee member $10,000; Compensation Committee Chair $15,000 (chairs receive both chair and member fees) .
- 2024 compensation for Pardun:
- Fees earned: $142,500 (Base $60k + Lead $50k + Audit member $10k + Comp Chair $15k + Comp member $7.5k) .
- Equity (RSUs grant‑date fair value): $220,000; Total: $362,500 .
| 2024 Director Pay (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $142,500 |
| Stock Awards (RSUs, grant‑date FV) | $220,000 |
| Total | $362,500 |
Performance Compensation
- Equity structure for non‑employee directors:
- Annual award: $220,000 in restricted stock (or RSUs at director election); vests on the earlier of next May 1 or day before next annual meeting .
- RSU deferral available under director program .
- New‑director initial awards framework up to $440,000 (annual initial + full‑term initial), with the full‑term component vesting over 3 years .
- Plan cap: non‑employee directors may not receive awards with initial value >$700,000 per fiscal year .
- 12,141 RSUs outstanding per director at 12/31/2024 (before 2025 vesting); no director deferred those 2024 awards .
| Director Equity Terms | Detail |
|---|---|
| Annual equity value | $220,000 restricted stock/RSUs |
| Vesting cadence | Next May 1 or pre‑AGM, whichever earlier |
| RSU deferral | Permitted under program |
| Plan limit | $700,000 initial value per fiscal year |
| Outstanding (12/31/24) | 12,141 RSUs per director (not deferred) |
No performance metrics apply to director equity; awards are time‑based (not performance‑based) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed in the proxy for Pardun; prior public boards listed above .
- Compensation Committee interlocks: None. No MXL executive served on another company’s comp committee with a member of MXL’s Compensation Committee (including Pardun), and no Compensation Committee member has been an MXL officer/employee .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) alongside other members; financially literate under SEC/Nasdaq rules .
- Selected as Lead Director due to extensive executive and board leadership in tech/telecom; former non‑executive Chairman at Western Digital .
- Education: B.B.A., University of Iowa; management program certificates from Harvard Business School, Stanford, and Tuck (Dartmouth) .
Equity Ownership
| Beneficial Ownership (as of 3/26/2025) | Shares | Notes |
|---|---|---|
| Common stock | 9,170 | Direct shares |
| RSUs vesting within 60 days | 12,141 | Scheduled vest within 60 days of record date |
| Vested RSUs (deferred delivery) | 55,450 | Deliverable upon termination or qualifying change‑of‑control within 60 days |
| Total beneficial ownership | 76,761 | <1% of outstanding shares |
- Director ownership guideline: 5x annual cash retainer ($300,000) within 5 years; as of record date, all non‑employee directors met/exceeded the policy .
- Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, and pledging of company stock for all covered insiders (directors, officers, others) .
Governance Assessment
- Positives for investor confidence
- Long‑tenured, truly independent Lead Director with defined duties enhancing board oversight and information flow; regular executive sessions led by the Lead Director .
- Deep finance/compensation expertise (Audit Committee Financial Expert; Compensation Committee Chair), with active committee calendars in 2024 (Audit 4 meetings; Compensation 5) .
- Strong alignment policies: director stock ownership guideline (5x retainer) with full compliance; robust insider trading policy banning hedging/pledging; clawback policy in place for executives .
- Director pay structure balanced and transparent; mix of cash retainer plus time‑vested equity; no changes since May 2022 following an external review by Compensia .
- Watch items / potential red flags
- Change‑in‑control acceleration: non‑employee director equity vests 100% upon a merger/change‑in‑control (performance awards at 100% of target); common in tech, but noted by some investors as less optimal .
- Tenure/refreshment: Pardun’s long service (since 2009) and age (81) underscore the importance of ongoing refreshment; the Board cites refreshment efforts since 2018 (four new directors) .
- Equity plan dynamics: While not director‑specific, MXL is reallocating shares from an inducement plan and projects elevated equity usage to support retention; investors should monitor overall dilution trends (outside director annual award remains $220k) .
Related‑Party Exposure and Compliance
- Related‑party policy requires Audit Committee pre‑approval for transactions above $120,000 involving insiders; policy described, with no specific related‑party transactions involving directors disclosed in 2024 proxy (aside from standard indemnification) .
- Section 16(a) compliance: Based on company review, directors and officers complied with filing requirements in 2024; one late Form 4 related to a former executive (not Pardun) was noted .
Say‑on‑Pay & Shareholder Feedback (Context)
- Historical support: Since 2012, advisory votes on executive compensation have received approximately ≥87% support; in 2024, support was ~89% .
- The Compensation Committee (chaired by Pardun) reviews peer practices with Compensia and maintains heavier equity weighting with performance linkage for executives; annual shareholder input is considered in program design .
Committee Assignments Summary (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 5 |
| Audit | Member (and Audit Committee Financial Expert) | 4 |
| Nominating & Governance | Not a member | 4 (committee met) |
| Cybersecurity | Not a member | 5 (committee met) |
Director Compensation Structure (for reference)
| Cash Fees (Annualized) | Amount |
|---|---|
| Base Director Retainer | $60,000 |
| Lead Director Premium | $50,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 (plus member fee) |
| Compensation Committee Member | $7,500 |
| Director Equity | Term |
|---|---|
| Annual award | $220,000 restricted stock/RSUs; vest by next May 1 or day before next AGM |
| New‑director initial awards | Up to $440,000 (annual initial + full‑term initial); full‑term vests over 3 years |
| Annual cap (per director) | $700,000 initial value per fiscal year |
All data and quotations cited from MaxLinear’s 2025 DEF 14A (filed April 7, 2025): .