David Moxam
About David Moxam
David Moxam (age 68) is an independent Class II director of Navitas Semiconductor whose current term expires at the 2026 annual meeting. He has served on the board since 2014 and currently chairs the Compensation Committee, serves on the Audit Committee, and was appointed to the Board’s Executive Steering Committee in April 2025. He is Managing Partner and founder of Malibu IQ, LLC (since 2011), was founder/CEO of Authentix, Inc. (2002–2012), previously President of the Global Financial division of EDS Corp., and holds graduate diplomas in Physics and Business Administration from Laurentian University with executive programs at INSEAD. Recognitions include the Queen’s Award for Enterprise (U.K.) and E&Y U.S. Entrepreneur of the Year (Technology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Authentix, Inc. | Founder; Chief Executive Officer | 2002–2012 | Led authentication/information services provider to central banks and pharma/energy clients |
| EDS Corp. (Global Financial division) | President | — (EDS went public in 1996 per proxy bio) | Senior leadership of financial division prior to Authentix |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Malibu IQ, LLC | Founder; Managing Partner | Since 2011 | Venture capital firm; original investor in Navitas |
| Decisio Health, Inc. | Executive Chairman; Director | — | Clinical decision support software (FDA-accepted) |
| PeopleShores PBC | Founding Board Member | Since 2017 | Impact-sourcing technology services provider |
Board Governance
- Structure and independence:
- Independent director under Nasdaq rules; only independent directors serve on Audit, Compensation, and Governance committees; board majority independent .
- Committees: Chair, Compensation Committee; Member, Audit Committee; Member, Executive Steering Committee (formed April 23, 2025) .
- Term: Class II; current term ends at 2026 annual meeting .
- Engagement and attendance:
- 2024 meetings: Board (11), Audit (8), Compensation (5), Governance & Sustainability (2); each director attended at least 75% of board and committee meetings on which they served .
- Committee scope and quality:
- Compensation Committee (Moxam as chair) oversees CEO and executive comp, director comp, incentive/equity plans; uses an independent compensation consultant; charter aligned with SEC/Nasdaq .
- Audit Committee (member) oversees financial reporting, internal controls, risk, related-party reviews, and auditor independence; Hendrix designated financial expert .
- Executive Steering Committee (member) provides oversight on capital allocation, expense management, senior hiring and succession planning; charter in development .
- Board leadership: Independent Chair (Hendrix) since April 23, 2025; Lead Independent Director (Long) continues; independent-only executive sessions held regularly .
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (total) | $70,000 | Paid quarterly in arrears |
| Components schedule (company-wide) | Non-employee retainer $45,000; Audit member $10,000; Compensation member $7,500 (chairs paid 2x); Governance member $5,000; Lead Independent Director $20,000 | |
| Role-based implication for Moxam | — | As Compensation Chair (2x member fee) and Audit member, the schedule supports his $70,000 cash total for 2024 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | June 7, 2024 | 31,460 RSUs | $140,000 | Vests in full immediately prior to the next annual meeting (or one year after grant if meeting >30 days past anniversary), subject to service | Program targets $140,000 FV per director; awards delivered in shares upon vest; Board may modify prior to grant |
No director-specific performance metrics (e.g., revenue/EBITDA/TSR) are attached to director RSU awards; they are service-based time-vesting per the director compensation program .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Moxam in NVTS 2025 proxy |
| Private/other boards | Decisio Health (Executive Chairman; director); PeopleShores PBC (founding director) |
| Potential interlocks | Malibu IQ was an original investor in Navitas; MalibuIQ LLC is referenced in prior lock-up arrangements as a former stockholder, reducing ongoing conflict risk |
Expertise & Qualifications
- Venture and technology operator-investor with executive leadership at disruptive tech companies; Compensation Chair experience and Audit Committee service .
- Education: Graduate diplomas in Physics and Business Administration (Laurentian University); executive programs at INSEAD .
- Recognitions: Queen’s Award for Enterprise (U.K.); E&Y Entrepreneur of the Year (U.S., Technology) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| David Moxam | 867,848 | <1% | March 31, 2025 | None of the listed insiders hold options/RSUs exercisable/convertible within 60 days of table date; 191,763,399 shares outstanding |
Governance Assessment
-
Strengths
- Independence and multi-committee service (Compensation Chair; Audit member), plus membership on Executive Steering Committee signal active oversight on pay, controls, and strategic allocation .
- Documented use of an independent compensation consultant and annual holistic comp review cadence enhance pay-for-performance rigor .
- Good attendance (≥75% for each director) with robust meeting cadence; independent-only sessions support board effectiveness .
- Director pay balanced with meaningful equity component (annual RSUs), aligning director interests with shareholders .
- Broad technology and operating background directly relevant to NVTS’ markets .
-
Watch items / potential risks
- Historical link to Malibu IQ (original investor) could prompt optics questions; however, proxy references MalibuIQ LLC as a former stockholder, and no Moxam-specific related-party transactions are itemized in the related-party section for 2023–2025 to date .
- Executive Steering Committee was formed pursuant to an agreement with a major holder (SiCPower, LLC/Ranbir Singh); while it can enhance focus, it signals heightened shareholder influence over board processes (capital allocation, expense management, senior hiring/succession) .
RED FLAGS
- Board governance influenced by shareholder agreement: the April 23, 2025 agreement formed a new Executive Steering Committee; Moxam is a member. This can centralize strategic oversight among a subset tied to a major holder’s agreement—monitor for overreach or diminished full-board deliberation .
- Historical investor affiliation: Malibu IQ’s early investment and Moxam’s leadership there merit continued monitoring for any future related-party transactions, though none are disclosed for Moxam in the current period .
Director Compensation (FY2024)
| Non-Employee Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Moxam | 70,000 | 140,000 | 210,000 |
Notes:
- Fee schedule approved by the Board; committee chairs receive 2x member fee (Audit member $10,000; Compensation member $7,500; Governance member $5,000; Lead Independent Director $20,000; Annual retainer $45,000) .
- Annual RSU grant sized at $140,000 FV; 31,460 RSUs granted on June 7, 2024; vesting aligned to next annual meeting (service-based) .
Related Party & Shareholder Signals
- Related party policy: Audit Committee oversees related-party reviews; policy requires arm’s-length terms and GC review; no Moxam-specific transactions itemized in the section for the covered period .
- Governance developments: Agreement with Ranbir Singh/SiCPower in April 2025 changed board leadership, added a Class I director, and formed the Executive Steering Committee including Moxam .
- Say-on-Pay (2024 results): Strong advisory support (Votes For: 96,268,610; Against: 2,653,244; Abstentions: 1,138,412; Broker Non-Votes: 40,169,926), indicating investor alignment with compensation governance at that time .
Employment & Contracts
- Not applicable for a non-employee director; no director-specific employment or severance arrangements disclosed for Moxam in the proxy .
Performance & Track Record
- Board-level: Compensation chairmanship and audit service through a period of active governance change (independent chair appointment; new committee formation) reflect deep engagement in compensation oversight and strategic governance .
Other Directorships & Interlocks (Public)
- None disclosed for Moxam in the 2025 proxy; ongoing private company and PBC roles as noted above .