Independent
Tenure on this board
7.5 yrs
Also a director at
Medicinova Inc (MNOV)
2 nominees · 5 ballot items.
Elect two Class II directors; advisory approval of named executive officer compensation (say-on-pay); ratify Grant Thornton LLP as independent registered public accounting firm; approve amendment and restatement of 2010 Equity Incentive Plan (increase shares and new ten-year term); approve amendment and restatement of 2010 Employee Stock Purchase Plan (new term).
Elect two nominees (Carolyn D. Beaver and Theodore L. Tewksbury, Ph.D.) as Class II directors to hold office until 2029.
Non-binding advisory vote to approve the compensation of the named executive officers for the year ended December 31, 2025.
This non-binding management proposal requests shareholder approval of the prior year’s named executive officer compensation, as disclosed in the proxy. Management uses the advisory vote to gauge shareholder sentiment and inform compensation committee decisions. The company experienced less than majority support for its 2024 say-on-pay, prompting outreach to large institutional holders and changes to its 2025 compensation program including multi-year performance metrics and adjustments to performance unit design and payout caps to improve alignment. The board recommends a FOR vote, noting compensation is weighted toward equity and performance, integrates retention considerations, and has been adjusted after investor engagement. The advisory vote is not binding but is used to guide future compensation decisions; approval would signal continued support for management’s approach, while a negative vote could trigger further engagement and plan changes.
Ratify the audit committee’s appointment of Grant Thornton LLP as MaxLinear’s independent registered public accounting firm for fiscal 2026.
Approve an amended and restated 2010 Equity Incentive Plan to extend term by ten years and increase the share reserve by 3,204,107 shares (resulting in ~18.79M authorized), with other governance updates (no evergreen, no repricings, share recycling limits).
This management proposal asks shareholders to approve the Restated Incentive Plan, which extends the life of the existing 2010 Equity Incentive Plan for a new ten-year term and increases the share reserve by 3,204,107 shares (to 18,791,651 shares) while terminating the separate Inducement Plan. Management argues the increase is necessary to continue using equity to attract and retain engineering and AI-related talent, and to satisfy anticipated grant needs for approximately one year. The Restated Plan incorporates governance improvements — no evergreen, no repricing or exchange programs, reduced share recycling, annual and per-person limits, clawback provisions, and limits on non-employee director awards — which the board says mitigates dilution and aligns incentives with shareholders. Approving the Restated Plan will consolidate the Inducement Plan shares and support recruitment and retention during a period of heightened competition for talent; the board recommends a FOR vote citing historical grant practices, forecasted grant needs (approximately 4.85M gross, 2.78M net over the coming year), and steps taken to manage burn (reduced grants in 2025, share repurchase, smaller maximum payouts). The proposal involves governance tradeoffs: shareholders are asked to approve significant share capacity (about one-year supply) but with explicit safeguards; rejection would leave the Current Plan to expire in August 2026 and could constrain the company's ability to grant awards.
Approve amended and restated Employee Stock Purchase Plan to extend its term; no additional shares requested.
Management requests shareholder approval to amend and restate the ESPP primarily to extend the plan term beyond August 2026 without increasing the share reserve. The ESPP facilitates employee ownership via payroll deductions, historically modest in share usage (e.g., 330,788 shares purchased in 2025), and is treated as a broad-based retention and employee engagement tool. The proposal is procedural in extending the term and removing an automatic annual increase feature; the board recommends a FOR vote noting the plan's role in employee engagement and that no additional share pool is being requested. Shareholders will approve renewal to maintain the program continuity; failure to approve would let the current plan expire and stop further ESPP purchases after August 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.23% | 9,163,215 | $159M |
| 2 | BlackRock, Inc. | 9.85% | 8,815,954 | $153M |
| 3 | FMR LLC | 5.88% | 5,261,370 | $91M |
| 4 | STATE STREET CORP | 5.66% | 5,067,597 | $88M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.08% | 3,655,076 | $64M |
| 6 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.35% | 2,997,250 | $52M |
| 7 | BlackRock, Inc. | 3.12% | 2,789,796 | $49M |
| 8 | Invesco Ltd. | 2.73% | 2,440,449 | $42M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.00% | 1,788,439 | $31M |
| 10 | MARSHALL WACE, LLP | 1.84% | 1,650,845 | $29M |
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