John Mutch
About John Mutch
John Mutch (age 68) was appointed to Universal Electronics Inc.’s Board on April 15, 2025, to fill a vacancy and serve as a Class II director through the 2026 annual meeting . He is the founder and managing partner of MV Advisors LLC (since 2005), a strategic block investment firm, and previously served as President & CEO of Peregrine Systems during its bankruptcy workout (2003–2005) . He holds a BS in Economics from Cornell University and an MBA from the University of Chicago; he is also a U.S. Navy veteran .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peregrine Systems | President & CEO; Director (court-appointed) | 2003–2005 | Led bankruptcy workout |
| Maxwell Technologies | Director | 2017–2019 | Board oversight through sale/immediate period |
| YuMe / RhythmOne | Director (YuMe 2017–2018); Director (RhythmOne 2018–2019) | 2017–2019 | Continued as director post-acquisition integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aviat Networks (NASDAQ: AVNW) | Chair of the Board | Since 2015 | Current public company leadership |
| Agilysys (NASDAQ: AGYS) | Director | Since 2009 | Current public company directorship |
Board Governance
- Committee assignments and chair roles:
- Appointed to UEI’s Audit Committee on July 14, 2025 .
- Appointed Chair of UEI’s Audit Committee on August 11, 2025, following Edward K. Zinser’s resignation .
- Member of UEI’s Operating Committee (effective May 1, 2025) focused on capital allocation and operational matters (initial members: Eric Singer and John Mutch) .
- Independence and committee standards: Audit and Compensation Committee members must meet heightened independence requirements and cannot accept compensatory fees beyond director compensation .
- Board attendance baseline: In 2024, no director attended less than 75% of aggregate board and committee meetings (context before Mutch’s appointment) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly; applies to non-management directors |
| Lead Independent Director retainer | $20,000 | Not applicable to Mutch; program structure |
| Committee membership fees | Audit $10,000; Compensation $10,000; CG&S $5,000; Product Strategy $10,000 | Paid quarterly |
| Committee chair fees | Audit $11,250; Compensation $10,000; CG&S $6,000; Product Strategy $10,000 | Paid quarterly; Mutch became Audit Chair Aug 2025 |
| Reimbursement | Travel/out-of-pocket | Standard for directors |
As disclosed at appointment, Mutch will receive director compensation “in the same manner as UEI’s other non-management directors” per the April 14, 2025 proxy .
Performance Compensation
| Equity Element | Grant Value/Structure | Vesting | Notes |
|---|---|---|---|
| Annual equity retainer (independent directors) | Grant-date value set at $125,000 | One-year cliff vesting (policy modified Dec 2024) | Policy baseline in effect at time of Mutch’s appointment |
| Pro rata RSU award to Mutch upon appointment | Notional RSUs (pro rata director compensation) | RSUs awarded Apr 15, 2025; vest Jul 1, 2025 | Standard RSU terms; each RSU converts to one common share |
UEI shifted director equity awards to fixed grant-date value (vs. fixed share count) and one-year cliff vesting; in December 2024, the board also provided a one-time RSU true-up ($56,100 target; 6,004 RSUs) to independent directors to align 2024 equity to $125,000, illustrating equity-heavy mix for alignment .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Designating entity | Mutch was designated by Immersion Corporation under a December 21, 2023 cooperation agreement with UEI . |
| Operating Committee | Capital allocation oversight by a two-member Operating Committee (Singer and Mutch), elevating influence over corporate actions . |
| Related-party/Item 404 | UEI disclosed no related-party transactions involving Mutch at appointment (no Item 404(a) transactions) . |
Expertise & Qualifications
- Turnaround and governance: Led Peregrine Systems through a bankruptcy work-out as CEO, bringing restructuring and governance oversight experience .
- Technology sector leadership: Current chair (Aviat Networks) and long-standing director (Agilysys) in communications and software-adjacent verticals .
- Education: BS Economics (Cornell), MBA (University of Chicago); Navy veteran .
Equity Ownership
| Date | Filing | Security | Amount |
|---|---|---|---|
| Apr 18, 2025 | Form 3 (initial) | Common stock (direct) | 0 shares (initial beneficial ownership) |
| Apr 15, 2025 | Form 4 | RSUs (pro rata director grant) | RSUs granted; vest July 1, 2025 |
- Stock ownership guidelines: Independent directors must own at least $250,000 of UEI stock; new directors have five years to comply; time-based RSUs count toward guideline; options and unvested PSUs do not .
- Anti-pledging/hedging: Pledging is prohibited; hedging permitted only within trading windows per policy .
Governance Assessment
- Board effectiveness signals
- Expertise fit: Appointment to Audit Committee and rapid elevation to Audit Chair signal strong financial oversight capabilities; aligns with UEI’s requirement that Audit Committee members meet heightened independence standards .
- Alignment mechanisms: Equity-heavy director compensation, one-year cliff vesting, and ownership guidelines support long-term alignment .
- Engagement: Placement on Operating Committee indicates high engagement with capital allocation and operational priorities .
- RED FLAGS / watch items
- Activist/interlock exposure: Mutch’s designation under Immersion’s cooperation agreement, combined with UEI’s Operating Committee structure (Singer and Mutch), concentrates influence; monitor for potential conflicts or undue control dynamics even as UEI disclosed no Item 404 transactions at appointment .
- Transition risk: UEI disclosed board and management turnover (CEO, CFO, Audit Chair changes) as a risk factor likely to create uncertainty; audit leadership transitions elevate the importance of strong committee chair performance .
- Independence and attendance
- Audit Committee independence standard is explicit; attendance benchmarks show robust participation among 2024 directors (mutual context), but Mutch joined in 2025; monitor 2025–2026 attendance disclosures .
Notes:
- CG&S = Corporate Governance, Sustainability and Nominating Committee.
- All claims and figures sourced to SEC filings and UEI investor materials as cited above.