DEF 14A of MACOM Technology Solutions Holdings, Inc., Jan 17, 2024

DEF 14A of MACOM Technology Solutions Holdings, Inc.

Filed Jan 17, 2024 · FY20230001493594-24-000014

Open on EDGAR

  1. Director Biographies

    Director Biographies Below sets forth information concerning members of our board of directors. Director Nominees for Election to either a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders (if Proposal 1 is adopted) or a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders (if Proposal 1 is not adopted)

  2. Director Biographies

    | Name | Age | Class | Biography | | John Ritchie | 58 | III | Mr. Ritchie has served as a director since March 2021. Mr. Ritchie is currently the Chief Financial Officer of Red Canary, Inc., a privately-held technology company that develops computer security products and services. From October 2020 through August 2022, he served as Chief Financial Officer of A Cloud Guru (“ACG”), a privately-held cloud-based technology skills development company. ACG was acquired by Pluralsight Inc. in July 2022. Prior to this, he served as the Senior Vice President, Chief Financial Officer of Aerohive Networks, Inc. (“Aerohive Networks”), a computer networking equipment company, from August 2015 through August 2019, and as Chief Operating Officer from February 2017 through August 2019. Aerohive Networks was acquired by Extreme Networks, Inc. in August 2019. From April 2013 to April 2015, Mr. Ritchie served as Chief Financial Officer of Telerik AD (“Telerik”), a software development tools company. Telerik was acquired by Progress Software in December 2014. Prior to that, from May 2010 to March 2013, Mr. Ritchie was Chief Financial Officer of Ubiquiti Inc. ("Ubiquiti"), a developer of networking technology for service providers and enterprises. Previously, Mr. Ritchie held several executive positions, in each case most recently as Chief Financial Officer, at Electronics For Imaging, Inc., a provider of products, technology and services enabling analog to digital imaging transformation, and Splash Technology Holdings, Inc., which develops, produces, and markets color servers. Mr. Ritchie also served as a member of the board of directors, and as Chair of the audit committee of Acacia Communications, Inc., a provider of high-speed coherent optical interconnect products (“Acacia”), from April 2015 until March 1, 2021 when it was acquired by Cisco Systems, Inc., a multinational digital communications technology conglomerate (“Cisco”). Mr. Ritchie also serves as a director of a privately-held company. Mr. Ritchie holds a B.S. in business administration from San Jose State University. Mr. Ritchie’s extensive executive experience and experience on public and private company boards of directors allow him to bring a broad and diverse perspective to our board of directors. In addition, Mr. Ritchie’s prior Chief Financial Officer and audit committee chair experience have provided him expertise with accounting principles and financial reporting rules and regulations, in evaluating financial results and in generally overseeing the financial reporting process. |

  3. Director Biographies

    | Name | Age | Class | Biography | | Jihye Whang Rosenband | 47 | III | Ms. Rosenband has served as a director since September 2022. Ms. Rosenband has over 20 years of semiconductor and technology industry experience in various advisory, management and engineering roles. Since June 2017, Ms. Rosenband has provided strategic advice and business development services to various companies as an independent advisor, including GaAs Labs LLC (“GaAs Labs”), a private investment fund targeting the communications semiconductor market, Integra Technologies, Inc., Altaba Inc., and Lumileds LLC. Previously, Ms. Rosenband served in various corporate strategy and development roles at HPE Aruba Networks from October 2018 to January 2021, RPX Corporation from April 2014 to September 2016 and MACOM Technology Solutions Inc. from March 2010 to May 2013. Ms. Rosenband holds a B.S. and M. Eng. in Electrical Science and Engineering from Massachusetts Institute of Technology and an MBA from Stanford University. Ms. Rosenband’s extensive experience within the semiconductor industry, including advising boards of directors of semiconductor companies, allows her to contribute broad based knowledge and experience in business strategy and development to our board of directors. | | Murugesan “Raj” Shanmugaraj | 66 | III | Mr. Shanmugaraj has served as a director since January 2024. Mr. Shanmugaraj is the Senior Vice President and General Manager of the Coherent Products and Components Group at Cisco, which he joined in March 2021 when Acacia was acquired by Cisco. Mr. Shanmugaraj served as President and Chief Executive Officer and a member of the board of directors of Acacia from February 2010 to March 2021. Prior to joining Acacia, Mr. Shanmugaraj served in leadership roles for various technology companies, including as the Vice President of Business Development of the optical networking division of Alcatel-Lucent USA, a cloud, network and communications solutions technology provider, from January 2002 to January 2010, and as the founder and Chief Executive Officer of Astral Point Communications, a developer of optic-based telecommunications networks and metro optical systems, from September 1998 to January 2002. Mr. Shanmugaraj holds an M.S. in electrical and computer engineering from the University of Iowa and a B.E. (Honors) in electronics and communications from the National Institute of Technology, Trichy. Mr. Shanmugaraj brings decades of telecom and communications experience to our board of directors and provides strategic perspective and expertise to matters facing our board. |

  4. Directors Not Standing for Election at the Annual Meeting

    Directors Not Standing for Election at the Annual Meeting

  5. Directors Not Standing for Election at the Annual Meeting

    | Name | Age | Class | Biography | | Charles Bland | 75 | II | Mr. Bland has served as a director since June 2016, and previously served as a director from December 2010 to February 2016. Mr. Bland served as our Chief Executive Officer from February 2011 to December 2012, and was employed by us in a transitional capacity following his retirement from service as our Chief Executive Officer through May 2013. Mr. Bland previously served as our Chief Operating Officer from June 2010 to February 2011. From April 2007 through December 2010, Mr. Bland served as a director and as the chairman of the audit committee of NightHawk Radiology Holdings, Inc. (“NightHawk”), a provider of teleradiology services. During 2009, Mr. Bland served as the Chief Financial Officer of American Gaming Systems, a privately-held designer, manufacturer and operator of gaming machines. Mr. Bland served as the Chief Financial Officer of Sirenza Microdevices, Inc. (“Sirenza”), a supplier of radio frequency semiconductors and related components for the commercial communications, consumer and aerospace, defense and homeland security equipment markets, from July 2005 through its sale to RF Micro Devices, Inc. (“RFMD”) in November 2007, and also as its Chief Operating Officer from May 2003 until July 2005. Mr. Bland received his B.S. in Accounting and Finance from The Ohio State University and his M.B.A. from the Sloan School, Massachusetts Institute of Technology. Mr. Bland’s qualifications to serve as a director include his detailed knowledge of our business, operations, senior leadership, and strategic opportunities and challenges based on his prior service as our Chief Executive Officer and Chief Operating Officer. In addition, Mr. Bland’s extensive experience in a variety of executive roles at public companies in our industry, his executive experience in other industries, and his prior experience as a public company director and audit committee chair allow him to bring a broad and diverse perspective to our board of directors. His prior Chief Financial Officer and audit committee experience have provided him expertise with accounting principles and financial reporting rules and regulations, in evaluating financial results and in generally overseeing the financial reporting process. | | Stephen Daly | 58 | II | Mr. Daly has served as our President and Chief Executive Officer since May 2019, has served as a director since March 2015 and was appointed as the chair of the board of directors in November 2023. From January 2004 through March 2013, Mr. Daly served as the President of Hittite Microwave Corporation (“Hittite”), a provider of analog and mixed signal integrated circuits, modules and subsystems for commercial and military RF, microwave and millimeterwave applications. Mr. Daly also served as Hittite’s Chief Executive Officer from December 2004 through March 2013. He served as a member of Hittite’s board of directors from January 2004 through May 2013, and as its chairman from December 2005 through March 2013. From 1996 to 2004 he was employed in other application engineering, marketing and sales roles at Hittite. Mr. Daly received a B.S. in Electrical Engineering from Northeastern University. Mr. Daly’s leadership and management of our day-to-day operations and strategic direction, combined with his past leadership experience in our industry, make him a vital member of our board of directors. |

  6. Directors Not Standing for Election at the Annual Meeting

    | Name | Age | Class | Biography | | Susan Ocampo | 65 | II | Mrs. Ocampo has served as a director since June 2016, and previously served as a director from December 2010 to February 2016. She has also served as Vice President, Secretary and Treasurer of GaAs Labs, since co-founding it in February 2008. Previously, Mrs. Ocampo co-founded Sirenza in 1984. Mrs. Ocampo served as Sirenza’s Treasurer from November 1999 through its sale to RFMD in November 2007. Mrs. Ocampo holds a B.A. from Maryknoll College. Mrs. Ocampo’s extensive experience investing and serving in financial leadership roles with semiconductor companies strengthens our board of director’s oversight of our enterprise risk management, treasury functions and internal financial controls. We also believe that having our largest stockholder (together with Mrs. Ocampo’s affiliates) on the board of directors assists the board in making decisions aimed at increasing stockholder value over the long term. | | Peter Chung | 56 | I | Mr. Chung has served as a director since December 2010. Mr. Chung is a Managing Director and the Chief Executive Officer of Summit Partners, L.P., which he joined in August 1994. Mr. Chung currently serves as a director and the chairman of the compensation committee of A10 Networks, Inc., a provider of application networking technologies. Mr. Chung has also served as a director of numerous other public companies, including, most recently, Acacia from April 2013 to March 2021 when it was acquired by Cisco, Ubiquiti, from March 2010 to October 2013, NightHawk from March 2004 to December 2010, SeaBright Holdings, Inc., a provider of multijurisdictional workers' compensation insurance and general liability insurance, from October 2003 to May 2010, and Sirenza, from October 1999 to April 2006. Mr. Chung also serves as a director of several privately-held companies. Mr. Chung received an A.B. from Harvard University and an M.B.A. from the Stanford University Graduate School of Business. Mr. Chung is an experienced investor in market-leading growth companies. He contributes broad-based knowledge and experience in business strategy, capital markets and the communications technology and semiconductor industries. Mr. Chung provides valuable insight to our board of directors on all matters facing us, from operational to strategic. | | Geoffrey Ribar | 65 | I | Mr. Ribar has served as a director since March 2017. Mr. Ribar currently serves as a director of Everspin Technologies, Inc., a developer and manufacturer of discrete and embedded Magnetoresistive RAM (MRAM) and Spin-transfer Torque MRAM (STT-MRAM) technologies, and as a director of Acacia Research Corporation, an acquiror of public and private businesses with a primary focus across the mature technology, industrial, healthcare and business services industries. Mr. Ribar previously served as a director of Aquantia Corp., a provider of high-speed communications integrated circuits for Ethernet connectivity, from September 2017 until its acquisition by Marvell Technology in September 2019. Mr. Ribar served as Senior Vice President and Chief Financial Officer of Cadence Design Systems, Inc. (“Cadence”), a provider of system design tools, software, intellectual property and services, from November 2010 to September 2017, and acted as a senior advisor to Cadence until his retirement in March 2018. Previously, he served as Chief Financial Officer for a number of semiconductor companies, including Telegent Systems, Inc., SiRF Technology, Inc., Asyst Technology, Inc., Matrix Semiconductor, Inc. and nVidia Corporation. He received his B.S. degree in chemistry and an M.B.A. from the University of Michigan. Mr. Ribar provides our board of directors with financial and accounting expertise based on his experience as a chief financial officer, as well as semiconductor industry expertise in areas ranging from global finance and mergers and acquisitions to investor relations. |

  7. Directors Not Standing for Election at the Annual Meeting

    As of December 31, 2023, as a group1, our board of directors possesses a broad range of experience and skills including: (1) Chart excludes Mr. Shanmugaraj, who joined our board of directors in January 2024.

  8. Directors Not Standing for Election at the Annual Meeting

    | CORPORATE GOVERNANCE |

  9. Board of Directors

    Board of Directors Our board of directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written or electronic consent from time to time. During fiscal year 2023, including telephonic meetings, our board of directors held eight meetings, the audit committee held nine meetings, the compensation committee held six meetings and the nominating and governance committee held five meetings. From time to time during fiscal year 2023, our directors who are “independent” according to the rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market (“Nasdaq”) also met separately in executive sessions at which only independent directors were present. During fiscal year 2023, each member of the board of directors attended 75% or more of the aggregate number of meetings of the board and committees on which they served. We encourage, but do not require, our directors and nominees for director to attend our annual meeting of stockholders in person or telephonically. Four of our directors attended our 2023 annual meeting of stockholders held in March 2023.

  10. Director Snapshot (as of December 31, 2023)1

    | DIRECTOR COMPENSATION |

  11. 2023 Director Compensation

    2023 Director Compensation The following table provides information regarding the compensation earned by our non-employee directors during fiscal year 2023. As an employee director, Mr. Daly did not receive any additional compensation for his service as a director during fiscal year 2023. The compensation Mr. Daly earned for his service as our President and Chief Executive Officer during fiscal year 2023 is set forth in the “2023 Summary Compensation Table” below. Mr. Shanmugaraj joined our board of directors in January 2024.

  12. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Charles Bland | 60,000 | 159,997(2) | 219,997 | | Peter Chung | 70,000 | 159,997(2) | 229,997 | | John Ocampo (3) | 150,000 | 159,997(2) | 309,997 | | Susan Ocampo | 50,000 | 159,997(2) | 209,997 | | Geoffrey Ribar | 77,500 | 159,997(2) | 237,497 | | John Ritchie | 67,500 | 159,997(2) | 227,497 | | Jihye Whang Rosenband | 65,000 | 159,997(2) | 224,997 | | Gil VanLunsen (4) | 12,688 | — | 12,688 |

  13. 2023 Director Compensation

    (1)The amounts included under the “Stock Awards” column reflect the aggregate grant date fair value of the restricted stock unit awards granted in fiscal year 2023 to Messrs. Bland, Chung, Ocampo, Ribar and Ritchie, Mrs. Ocampo and Ms. Rosenband, computed in accordance with FASB ASC Topic 718. For more information on the underlying valuation assumptions used to calculate grant date fair values, see Notes 2 and 19 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. As of September 29, 2023, Messrs. Bland, Chung, Ocampo and Ribar and Mrs. Ocampo each held unvested restricted stock unit awards representing 2,244 shares of our common stock, Mr. Ritchie held unvested restricted stock unit awards representing 3,167 shares of our common stock, Ms. Rosenband held unvested restricted stock unit awards representing 5,220 shares of our common stock and Mr. VanLunsen held no equity-based awards. (2)On March 3, 2023, we granted each of Messrs. Bland, Chung, Ocampo, Ribar and Ritchie and Mrs. Ocampo and Ms. Rosenband an annual restricted stock unit award representing 2,244 shares of our common stock for their services as directors during calendar year 2023. (3)Mr. Ocampo passed away in November 2023. (4)Mr. VanLunsen retired from the board of directors effective March 5, 2023. Our non-employee directors are compensated under our non-employee director compensation policy, adopted by the board of directors in April 2021, which may be amended or updated from time to time, as described below. Our compensation program for our non-employee directors has two elements: cash compensation and equity-based compensation.

  14. How We Set Executive Compensation

    How We Set Executive Compensation The compensation program in effect for our named executive officers for fiscal year 2023 reflects a combination of individually negotiated compensation arrangements that we have entered into with certain of our named executive officers, as described below, and a total compensation program for our executive officers developed in prior periods by our compensation committee and further refined by it in fiscal year 2023 as described in more detail below. Our compensation committee annually reviews and periodically adjusts the total compensation payable to our named executive officers based on the information and factors discussed below and recommendations made by our Chief Executive Officer (other than with respect to his own compensation) from time to time. During fiscal year 2023, our compensation committee reviewed total compensation data and proxy statement data previously compiled in fiscal year 2022 by Pearl Meyer & Partners, LLC (“Pearl Meyer”), as a reference in evaluating and refining our executive and director compensation programs. More specifically, during fiscal year 2023 our compensation committee reviewed compensation paid by our peer group companies. This peer group included companies in the semiconductor, electric components, communications equipment and electronic manufacturing industries who were assessed, in addition to other factors, based on their relative size, including trailing quarterly and annual revenue as well as market capitalization as of December 31, 2020 and October 6, 2021, relative gross margins and research and development (“R&D”) expense and their market capitalization to revenue ratio, recognizing that there are a limited number of direct market share comparators of similar size to us. The revenue range of the selected companies varied between $452 million and $4.3 billion, and market capitalization (as of October 1, 2021) varied between $2.6 billion and $23.8 billion. Our relative positioning at the time of assessment was at the 14th percentile of revenue and the 21st percentile of market capitalization. Those peers consisted of the following companies: II-VI, Inc. (now Coherent Corp.), Allegro MicroSystems, Inc., Belden Inc., Diodes, Inc., IPG Photonics Corp., Lattice Semiconductor Corp., Lumentum Holdings, Inc., MaxLinear, Inc., Monolithic Power Systems, Inc., Power Integrations, Inc., Qorvo, Inc., Semtech Corp., Silicon Laboratories, Inc. and Wolfspeed, Inc. Using such industry total compensation and peer proxy statement data, as well as subjective factors, such as the relative importance we place on each role within the Company, internal pay equity and other factors, in October 2022 our compensation committee established fiscal year 2023 total target direct compensation levels for our named executive officers that were above the corresponding levels from fiscal year 2022. Our compensation committee also reviewed our total compensation program, primarily consisting of base salary, short-term cash incentives and long-term equity incentives, as discussed in further detail below, with the intention of ensuring that the program was designed to provide each executive officer with the opportunity to realize targeted total compensation while furthering the objectives of our executive compensation programs described above. Based on our review of the data described above, we believe that the total compensation provided to our named executive officers in fiscal year 2023 was generally slightly below market median to market median in the aggregate, assuming achievement of our target performance goals applicable to the short-term cash incentives and long-term equity incentives granted to such named executive officers in fiscal year 2023 (discussed in more detail below), and market median to above market median in the aggregate, assuming achievement of our maximum performance goals.

  15. Short-Term Cash Incentives

    Short-Term Cash Incentives Our compensation committee determined the annual target cash incentive opportunities for each of our named executive officers for fiscal year 2023 based on its business judgment regarding the appropriate level of incentive opportunities to motivate and retain our executives, and to establish an appropriate “pay for performance” linkage between their total compensation and our overall financial results. In making this determination, our compensation committee considered each named executive officer’s historical level of incentive opportunities, base salary and level of incentive opportunities relative to those of our other named executive officers and the industry total compensation and proxy statement data discussed above. Based on these considerations, our compensation committee approved the annual target cash incentive opportunities (as a percentage of base salary) for all of our named executive officers for fiscal year 2023, which was at the same level set in fiscal year 2022. The incentive opportunity for our named executive officers was also subject to potential discretionary increase or reduction based on individual performance during the period. Further, the compensation committee maintains the discretion to adjust certain aspects of the Company’s short-term cash incentive program from time to time based on the changing nature of the Company’s business, the impact of certain special projects and related activities. The following table shows the target annual cash incentive opportunity of each of our named executive officers for fiscal year 2023 depending on achievement against applicable performance metrics, expressed as a percentage of each executive’s annual base salary.

  16. Short-Term Cash Incentives

    | Name | Fiscal Year 2023 Target Cash Incentive Opportunity (% of Base Salary) | | Stephen Daly | 100% | | President and Chief Executive Officer | | | John Kober | 80% | | Senior Vice President and Chief Financial Officer | | | Dr. Douglas Carlson | 55% | | Former Senior Vice President, Technology | | | Robert Dennehy | 55% | | Senior Vice President, Operations | | | Donghyun Thomas Hwang | 55% | | Senior Vice President, Global Sales | | | Ambra Roth | 55% | | Senior Vice President, General Counsel and Secretary | |

  17. Short-Term Cash Incentives

    As discussed above, the semiconductor industry is intensely competitive and can be highly cyclical, which is why we have historically comprised our short-term cash incentives for our entire organization, including our executive officers, of two six-month performance periods within our fiscal year, with performance goals for each period based on non-GAAP adjusted operating income during the applicable period. The structure of the short-term cash incentive program remains unchanged, and, consistent with certain prior fiscal years, our failure to meet the pre-determined targets means that no cash incentive payments would be made. Each of our named executive officers has an opportunity to earn one half of their applicable annual target cash incentive opportunity amount during each six-month period. The two six-month periods within our short-term cash incentive program allow us to adjust our targets for the then-forthcoming six months based on changing business conditions, which we feel provides us with an opportunity to meet our compensation objectives outlined above. In each of the past two fiscal years, given that our first six-month short-term cash incentive period performance exceeded our annual business plan expectations, and to provide for improving performance targets while ensuring that such targets were meaningful for our named executive officers and stockholders, the compensation committee increased the performance targets in the second six-month period to be in excess of amounts that would have otherwise been established if we had utilized the targets in our annual business plan. In an effort to balance amounts paid to employees along with stockholder return, we institute short-term cash incentive program caps to limit the upside and/or maximum payouts to our named executive officers. For fiscal year 2023, our named executive officers’ bonuses were capped at 200% of their target cash incentive opportunity. For fiscal year 2023, we selected adjusted operating income as the performance metric for these short-term cash incentive programs because we believe it is a driver of stockholder value. The calculation of adjusted operating income excludes the impact of accrued costs for the payment of incentives under the short-term cash incentive program itself, as well as the effect, where applicable, of amortization expense, share-based compensation expense, impairment and restructuring charges and acquisition- and integration-related costs. Our compensation committee determined the adjusted operating income goals for each performance period at the beginning of each performance period, generally based on our historic adjusted operating income, our annual business plan and sequential revenue and operating profit projections. These goals were intended to be challenging, yet attainable, and to align the interests of our named executive officers with those of our stockholders by providing for a payout only in the event of exceptional performance that the compensation committee believed could result in a meaningful increase in stockholder value. Our compensation committee retains the discretion to adjust goals during and following a performance period, including for extraordinary circumstances and non-recurring expenses, and to adjust bonus payouts for each named executive officer based on individual performance during a performance period. We typically establish three separate adjusted operating income objectives in connection with each six-month period including a threshold amount, which if not achieved, results in no bonus being earned, a target amount, which would align with the target established for each named executive officer, and a maximum amount, which could provide potential upside above the established targets. In April 2023, after considering the non-recurring nature of certain expenses incurred in the first half of fiscal year 2023, our compensation committee made a determination to adjust the threshold first half adjusted operating income goal from $117.6 million to $115.6 million, as shown in the table below. The table below summarizes the adjusted operating income amounts established for threshold, target, maximum and actual performance, as well as the associated percentages of the target earned, for each of the six-month periods over the past four fiscal years. Adjusted operating income in the table below excludes bonus expense.

  18. Short-Term Cash Incentives

    | | Threshold | | Target | | Maximum | | Actual Performance | | | (in millions) | Performance Goal Adjusted Operating Income ($) | % Payout | Performance Goal Adjusted Operating Income ($) | % Payout | Performance Goal Adjusted Operating Income ($) | % Payout | Performance Goal Adjusted Operating Income ($) | % Payout | | FY2023 - Second Half (1) | 121.4 | —% | 128.4 | 100% | 142.3 | 200% | 76.2 | —% | | FY2023 - First Half | 115.6 | —% | 122.1 | 100% | 135.1 | 200% | 117.4 | 28% | | FY2022 - Second Half | 109.4 | —% | 115.6 | 100% | 128.0 | 200% | 119.6 | 138% | | FY2022 - First Half* | 94.6 | —% | 103.6 | 100% | 112.6 | 175% | 108.2 | 138% | | FY2021 - Second Half* | 79.6 | —% | 92.2 | 100% | 100.7 | 175% | 100.8 | 175% | | FY2021 - First Half* | 76.2 | —% | 79.0 | 100% | 79.0 | 100% | 85.1 | 100% | | FY2020 - Second Half* | 51.5 | —% | 57.3 | 100% | 67.3 | 150% | 71.4 | 150% | | FY2020 - First Half* | 30.9 | —% | 30.9 | 50% | 37.0 | 100% | 37.8 | 100% |

  19. Short-Term Cash Incentives

    * The maximum performance opportunity was reduced to below the 200% permissible under the plan for each of the performance periods for fiscal years 2020 and 2021 and the first half of fiscal year 2022. (1) None of our named executive officers received a bonus payout for the second half of fiscal year 2023. First Half Fiscal Year 2023 Program (one-half of the named executive officer’s Annual Target Cash Incentive opportunity). The performance goals above were established such that the achievement at or below the threshold performance goal would not result in a payout for the named executive officer, the achievement of the target performance goal would result in a payout of one half of 100% of the named executive officer’s annual target cash incentive opportunity and the achievement of the maximum performance goal would result in a payout of one half of 200% of the named executive officer’s annual target cash incentive opportunity. Under the first half fiscal year 2023 program, a total pool for all participating employees within the Company would be funded at approximately $6.5 million for target performance and $13.0 million for meeting or exceeding maximum performance. Each of Messrs. Daly, Kober, Dennehy and Hwang, Dr. Carlson and Ms. Roth would be eligible for a payment based on an allocated portion of this pool based on the executive’s target incentive amount, with discretionary adjustments based on individual performance. There was no set weighting assigned by the compensation committee with respect to the individual performance component of the cash incentive program. In light of our performance for the first half of fiscal year 2023 (see the “Actual Performance” column in the table above), each named executive officer received a cash incentive payment for the first half of fiscal year 2023 equal to 28% of their first half target level, which was the approved payout based on straight-line interpolation between threshold and target performance levels. Following review of each individual’s performance, the compensation committee did not make discretionary adjustments based on individual performance. Second Half Fiscal Year 2023 Program (one-half of the named executive officer’s Annual Target Cash Incentive opportunity). The performance goals above were established such that the achievement at or below the threshold performance goal would not result in a payout to the named executive officer, the achievement of the target performance goal would result in a payout of one half of 100% of the named executive officer’s annual target cash incentive opportunity and the achievement of the maximum performance goal would result in a payout of one half of 200% of the named executive officer’s annual target cash incentive opportunity. Under the second half fiscal year 2023 program, a total pool for all participating employees within the Company would be funded at $7.0 million for meeting target performance and $14.0 million for meeting or exceeding maximum performance. Each of Messrs. Daly, Kober, Dennehy and Hwang, Dr. Carlson and Ms. Roth would be eligible for a payment based on an allocated portion of this pool based on the executive’s target incentive amount, with discretionary adjustments based on individual performance. There was no set weighting assigned by the compensation committee with respect to the individual performance component of the cash incentive program. In light of our performance for the second half of fiscal year 2023 (see the “Actual Performance” column in the table above), none of our named executive officers received a cash incentive payment for the second half of fiscal year 2023. Following review of each individual’s performance, the compensation committee did not make discretionary adjustments based on individual performance. Aggregate Fiscal Year 2023 Program (total of the named executive officer’s Annual Target Cash Incentive opportunity). The total cash incentive opportunity earned for each of our executive officers during fiscal year 2023 was 14% of each executive’s respective target annual cash incentive opportunity.

  20. Long-Term Equity Incentives

    Long-Term Equity Incentives Our fiscal year 2023 long-term equity incentive program was comprised of three components: time-based restricted stock units, Adjusted EPS performance-based restricted stock units and relative total shareholder return (“rTSR”) performance-based restricted stock units. In fiscal year 2023, our compensation committee granted to each of Messrs. Daly, Kober, Dennehy and Hwang, Dr. Carlson and Ms. Roth both time-based restricted stock units and Adjusted EPS and rTSR performance-based restricted stock units. For all of our named executive officers other than Messrs. Daly and Kober, approximately 15% of the total value of the award was allocated to time-based restricted stock units and approximately 85% was allocated to performance-based restricted stock units at target level of performance. For Messrs. Daly and Kober, approximately 18% of the total value of the award was allocated to time-based restricted stock units and approximately 82% was allocated to performance-based restricted stock units at target level of performance. The size of each award was determined by the compensation committee based on its consideration of named executive officer individual performance and the industry total compensation and proxy statement benchmarking data provided by Pearl Meyer as described above. Performance-Based Equity Incentives – Adjusted EPS PSUs In fiscal year 2023, we granted Mr. Daly 20,219 restricted stock units, Mr. Kober 9,538 restricted stock units, Dr. Carlson 5,726 restricted stock units, Mr. Dennehy 5,726 restricted stock units, Mr. Hwang 5,726 restricted stock units and Ms. Roth 5,726 restricted stock units, in each case, subject to the performance-based vesting conditions described below. As was the case in prior years, certain performance-based restricted stock units are eligible to be earned and vest based on our Adjusted EPS (“Adjusted EPS PSUs”) growth during the applicable performance period. Adjusted EPS is a non-GAAP financial metric. Our calculation of Adjusted EPS is calculated by dividing adjusted net income, which excludes intangible amortization expense, share-based compensation costs, non-cash interest, acquisition and integration related costs, equity investment gains and losses, loss on debt extinguishment, as well as certain tax items, by diluted shares. Adjusted EPS growth was selected as the applicable performance metric for performance-based restricted stock units granted in fiscal year 2023 and prior fiscal years because our compensation committee believes that growth in Adjusted EPS is a key driver of increases in stockholder value. An explanation of how we calculate adjusted net income and Adjusted EPS is contained in Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023. The Adjusted EPS PSUs granted to our named executive officers in fiscal year 2023 are divided into three equal tranches, with one tranche eligible to be earned and to vest based on our Adjusted EPS growth during fiscal year 2023, one tranche eligible to be earned and to vest based on Adjusted EPS growth during fiscal years 2023-2024 and one tranche eligible to be earned and to vest based on Adjusted EPS growth during fiscal years 2023-2025, with Adjusted EPS growth goals for performance periods spanning multiple fiscal years based on compound annual growth. For each tranche, recipients can earn between 0% to 300% of the target number of Adjusted EPS PSUs, depending on actual performance, with 50% of the target number of Adjusted EPS PSUs earned if threshold performance is achieved (Adjusted EPS growth of 5%), 100% of the target number of Adjusted EPS PSUs earned if target performance is achieved (Adjusted EPS growth of 10%), 200% of the target number of Adjusted EPS PSUs earned if upside performance is achieved (Adjusted EPS growth of 20%) and 300% of the target number of Adjusted EPS PSUs earned if maximum performance is achieved (Adjusted EPS growth of 30%), and, in each case, with straight-line interpolation between performance levels. To the extent earned, Adjusted EPS PSUs for each tranche will vest and be settled following the announcement to the financial markets of our financial performance associated with the applicable performance period, generally subject to continued employment with us through the settlement date. If Adjusted EPS PSUs for a tranche are not earned, they will be forfeited and are not eligible to be achieved in subsequent performance periods (i.e., there is no catch-up or retesting feature). Each of our named executive officers also held Adjusted EPS PSUs that were granted in prior fiscal years and that were eligible to vest based on Adjusted EPS growth during a performance period that included fiscal year 2023. The table below sets forth (1) Adjusted EPS growth goals for Adjusted EPS PSUs granted in fiscal year 2023, (2) Adjusted EPS growth goals for Adjusted EPS PSUs granted in previous years with a performance period that included fiscal year 2023, (3) our actual Adjusted EPS growth for the applicable performance period and (4) the percentage of Adjusted EPS PSUs that were earned based on such performance:

  21. Long-Term Equity Incentives

    | Fiscal Year of Grant | Performance Period (Fiscal Year(s)) | Threshold (50% of Target Tranche of Adjusted EPS PSUs Earned) | Target (100% of Target Tranche of Adjusted EPS PSUs Earned) | Upside (200% of Target Tranche of Adjusted EPS PSUs Earned) | Maximum (300% of Target Tranche of Adjusted EPS PSUs Earned) | Actual Performance | % of Target Tranche of Adjusted EPS PSUs Earned | | 2023 | 2023 | 5% | 10% | 20% | 30% | (4)% | —% | | 2022 | 2022-2023 | 5% | 10% | 20% | 30% | 12% | 121% | | 2021 | 2021-2023 | 5% | 10% | 20% | 30% | 40% | 300% |

  22. Long-Term Equity Incentives

    Our Adjusted EPS performance had shown significant improvement during fiscal years 2021 and 2022 as compared to earlier periods which has resulted in the above-target and maximum payouts being achieved for Adjusted EPS PSUs granted in prior years. Our Adjusted EPS performance decreased in fiscal year 2023 and as a result, the first tranche of the fiscal year 2023 Adjusted EPS PSU awards were forfeited. Performance-Based Equity Incentives – rTSR PSUs Starting in fiscal year 2022, our compensation committee made the determination to add an rTSR metric with a long-term stock performance cycle to certain performance-based restricted stock units granted to our executive officers (“rTSR PSUs”). The rTSR metric was added to our overall executive compensation program in response to stockholder feedback and to further align the interests of our executive officers with those of our stockholders. In fiscal year 2023, we granted Mr. Daly 40,439 restricted stock units, Mr. Kober 18,592 restricted stock units, Dr. Carlson 15,394 restricted stock units, Mr. Dennehy 15,394 restricted stock units, Mr. Hwang 15,394 restricted stock units and Ms. Roth 15,394 restricted stock units, in each case, subject to the performance-based vesting conditions described below. The fiscal year 2023 rTSR PSUs are performance-based restricted stock units that can be earned at varying amounts based on our performance relative to component companies of the PHLX Semiconductor Index over a three-year period beginning October 1, 2022, and ending October 3, 2025. As was the case in 2022, the grant of rTSR PSUs will result in a more significant portion of each executive’s fiscal year 2023 compensation being tied to our long-term stock performance as compared to years prior to 2022. Our compensation committee believes that balancing the objective financial measures of the Adjusted EPS PSUs with restricted stock units subject to an rTSR component will further incentivize our named executive officers to focus on outperforming our peers over a longer period in a highly competitive marketplace and further align their interests with those of our stockholders. The amount of rTSR PSUs earned at the end of the performance period will be determined as follows: rTSR rank equal to or less than the 25th percentile results in no payout; rTSR rank greater than the 25th percentile and less than or equal to the 50th percentile results in payout of between 50% and 100% of the target shares, rTSR rank greater than the 50th percentile and less than or equal to the 75th percentile results in payout of between 100% and 200% of the target shares and rTSR rank performance greater than the 75th percentile results in payout of 200% of the target number of shares and, in each case, with straight-line interpolation between performance levels. Time-Based Equity Incentives In fiscal year 2023, as part of our annual equity compensation program, we also provided each of our named executive officers with long-term equity incentives through the grant of restricted stock units subject to time-based vesting (“RSUs”). Our compensation committee granted RSUs because it believes they provide a valuable retention incentive to our executives. In addition, our compensation committee believes that because RSUs require fewer shares to deliver the same amount of retention incentive to a given executive as compared with a stock option award, RSUs also reduce the overall potential dilution to our stockholders from our equity compensation programs. In fiscal year 2023, we granted Mr. Daly 13,479 RSUs, Mr. Kober 6,358 RSUs, Dr. Carlson 3,817 RSUs, Mr. Dennehy 3,817 RSUs, Mr. Hwang 3,817 RSUs and Ms. Roth 3,817 RSUs, in each case, subject to time-based vesting based on his or her continued employment with us over three years. Our compensation committee approved these RSU awards based on its review of peer group data provided by Pearl Meyer, together with its business judgment as to the appropriate level of the long-term incentive compensation necessary to retain these executives.

  23. Severance Arrangements

    Severance Arrangements We believe it is in our best interests and the best interests of our stockholders to encourage and reinforce the continued dedication and attention of our President and Chief Executive Officer, and to minimize the potential for him to be distracted from performing his duties by the potential prospect of a termination of employment. Therefore, we have agreed to provide our President and Chief Executive Officer with severance benefits as set forth in his employment agreement, as described below under “Potential Payments upon Termination or Change in Control.” In October 2014, following a period of heavy consolidation in our industry and with a similar motivation of keeping our executives focused on managing our business without distraction by a potential change in control, we adopted the MACOM Technology Solutions Holdings, Inc. Change in Control Plan (as amended, the “CIC Plan”), which was subsequently amended in 2017 and in 2022. Each of our currently employed named executive officers participates in the CIC Plan. The CIC Plan provides severance protection to plan participants in the event their employment is terminated under certain circumstances in connection with a change in control. In adopting and subsequently amending the CIC Plan, our compensation committee was motivated by a belief that the benefits of the plan were reasonable in scope and amount, would better align the interests of our executives with those of our stockholders in the context of a potential change in control and may enhance stockholder value whether or not a future change in control occurs by helping to retain those executives who are participants in this plan. See “Potential Payments upon Termination or Change in Control” below for a more detailed discussion of these potential payments to our currently employed named executive officers. In fiscal year 2022, in response to stockholder feedback, the compensation committee approved an amendment to the CIC Plan to eliminate excise tax gross-ups relating to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) for plan participants who commence participation in the plan on or after January 1, 2022.

  24. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the compensation earned by or paid to our named executive officers for fiscal years 2023, 2022 and 2021.

  25. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Stephen Daly | 2023 | 725,000 | 5,142,630 | 101,500 | 10,260 | 5,979,390 | | President and Chief | 2022 | 700,000 | 6,598,410 | 966,000 | 12,310 | 8,276,720 | | Executive Officer | 2021 | 675,000 | 1,559,382 | 928,125 | 12,551 | 3,175,058 | | John Kober | 2023 | 500,000 | 2,386,985 | 56,000 | 12,760 | 2,955,745 | | Senior Vice President and | 2022 | 475,000 | 2,787,632 | 524,400 | 12,255 | 3,799,287 | | Chief Financial Officer | 2021 | 425,020 | 652,905 | 438,289 | 11,996 | 1,528,210 | | Dr. Douglas Carlson (4) | 2023 | 414,000 | 1,773,209 | 31,878 | 12,571 | 2,231,658 | | Former Senior Vice President, | 2022 | 400,000 | 1,605,534 | 303,600 | 12,090 | 2,321,224 | | Technology | 2021 | 390,003 | 432,465 | 268,126 | 9,418 | 1,100,012 | | Robert Dennehy | 2023 | 414,000 | 1,773,209 | 31,878 | 12,571 | 2,231,658 | | Senior Vice President, | 2022 | 400,000 | 1,605,534 | 303,600 | 12,090 | 2,321,224 | | Operations | 2021 | 390,003 | 432,465 | 268,126 | 11,918 | 1,102,512 | | Donghyun Thomas Hwang | 2023 | 414,000 | 1,773,209 | 31,878 | 12,571 | 2,231,658 | | Senior Vice President, | 2022 | 400,000 | 1,605,534 | 303,600 | 12,090 | 2,321,224 | | Global Sales | 2021 | 390,003 | 432,465 | 268,126 | 11,918 | 1,102,512 | | Ambra Roth | 2023 | 414,000 | 1,773,209 | 31,878 | 12,571 | 2,231,658 | | Senior Vice President, | 2022 | 400,000 | 1,605,534 | 303,600 | 12,090 | 2,321,224 | | General Counsel and Secretary | 2021 | 390,003 | 432,465 | 268,126 | 11,918 | 1,102,512 |

  26. 2023 Summary Compensation Table

    (1)The amounts included under the “Stock Awards” column include the aggregate grant date fair value of the restricted stock unit awards granted in each respective fiscal year, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For more information on the underlying valuation assumptions used to calculate grant date fair values, see Notes 2 and 19 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. With respect to the Adjusted EPS performance-based restricted stock unit awards granted to our named executive officers during fiscal year 2023, the aggregate grant date fair value of such awards was determined based on the probable outcome of the performance conditions associated with such awards, which was determined to be 100% of target levels. The aggregate grant date fair value of such awards would be $3,405,891 and $1,606,676 for Messrs. Daly and Kober, respectively, and $964,545 for each of Dr. Carlson, Messrs. Dennehy and Hwang and Ms. Roth if maximum performance levels were achieved for all three tranches. With respect to the rTSR performance-based restricted stock unit awards granted to our named executive officers during fiscal year 2023, the aggregate grant date fair value of such awards was determined using a Monte Carlo simulation model which considers all potential outcomes, and therefore expense recognition for such awards is not subject to probable or maximum outcome assumptions under FASB ASC Topic 718. For more information on the underlying valuation assumptions used to calculate grant date fair values, see Note 19 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. (2)The amounts included under the “Non-Equity Incentive Plan Compensation” column reflect the cash incentives earned by each named executive officer under our cash incentive programs for each fiscal year. See “Named Executive Officer Compensation, Compensation Discussion and Analysis – Short-Term Cash Incentives” for a more detailed description of these programs for fiscal year 2023. (3)The amounts included under the “All Other Compensation” column reflect the following amounts for each named executive officer for fiscal year 2023:

  27. 2023 Summary Compensation Table

    | Name | Basic Life Insurance Premiums ($) | Company Contributions to Retirement Plans ($) | Personal Tax and Financial Planning Reimbursements ($) | Total ($) | | Stephen Daly | 1,110 | 9,150 | — | 10,260 | | John Kober | 1,110 | 9,150 | 2,500 | 12,760 | | Dr. Douglas Carlson | 921 | 9,150 | 2,500 | 12,571 | | Robert Dennehy | 921 | 9,150 | 2,500 | 12,571 | | Donghyun Thomas Hwang | 921 | 9,150 | 2,500 | 12,571 | | Ambra Roth | 921 | 9,150 | 2,500 | 12,571 |

  28. 2023 Summary Compensation Table

    (4) Dr. Carlson retired from his position as Senior Vice President, Technology, on December 1, 2023.

  29. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information regarding plan-based awards granted to our named executive officers for the fiscal year ended September 29, 2023.

  30. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Stephen Daly | | — | 725,000 | 1,450,000 | — | — | — | — | — | | | 10/27/2022 (5) | — | — | — | 20,220 | 40,439 | 80,878 | — | 3,250,487 | | | 10/27/2022 (6) | — | — | — | 10,110 | 20,219 | 60,657 | — | 1,135,297 | | | 10/27/2022 | — | — | — | — | — | — | 13,479 | 756,846 | | John Kober | | — | 400,000 | 800,000 | — | — | — | — | — | | | 10/27/2022 (5) | — | — | — | 9,296 | 18,592 | 37,184 | — | 1,494,425 | | | 10/27/2022 (6) | — | — | — | 4,769 | 9,538 | 28,614 | — | 535,559 | | | 10/27/2022 | — | — | — | — | — | — | 6,358 | 357,002 | | Dr. Douglas Carlson | | — | 227,700 | 455,400 | — | — | — | — | — | | | 10/27/2022 (5) | — | — | — | 7,697 | 15,394 | 30,788 | — | 1,237,370 | | | 10/27/2022 (6) | — | — | — | 2,863 | 5,726 | 17,178 | — | 321,515 | | | 10/27/2022 | — | — | — | — | — | — | 3,817 | 214,325 | | Robert Dennehy | | — | 227,700 | 455,400 | — | — | — | — | — | | | 10/27/2022 (5) | — | — | — | 7,697 | 15,394 | 30,788 | — | 1,237,370 | | | 10/27/2022 (6) | — | — | — | 2,863 | 5,726 | 17,178 | — | 321,515 | | | 10/27/2022 | — | — | — | — | — | — | 3,817 | 214,325 | | Donghyun Thomas Hwang | | — | 227,700 | 455,400 | — | — | — | — | — | | | 10/27/2022 (5) | — | — | — | 7,697 | 15,394 | 30,788 | — | 1,237,370 | | | 10/27/2022 (6) | — | — | — | 2,863 | 5,726 | 17,178 | — | 321,515 | | | 10/27/2022 | — | — | — | — | — | — | 3,817 | 214,325 | | Ambra Roth | | — | 227,700 | 455,400 | — | — | — | — | — | | | 10/27/2022 (5) | — | — | — | 7,697 | 15,394 | 30,788 | — | 1,237,370 | | | 10/27/2022 (6) | — | — | — | 2,863 | 5,726 | 17,178 | — | 321,515 | | | 10/27/2022 | — | — | — | — | — | — | 3,817 | 214,325 |

  31. 2023 Grants of Plan-Based Awards Table

    (1)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns of the 2023 Grants of Plan-Based Awards Table represent the cash incentive award opportunities for each named executive officer under our cash incentive programs for fiscal year 2023. See “Named Executive Officer Compensation, Compensation Discussion and Analysis – Short-Term Cash Incentives” for a more detailed description of these programs. Amounts in the "Non-Equity Incentive Plan Compensation" column of the 2023 Summary Compensation Table represent the cash incentive awards actually earned by each named executive officer under our cash incentive programs for fiscal year 2023. (2)Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns of the 2023 Grants of Plan-Based Awards Table represent Adjusted EPS performance-based restricted stock unit awards and rTSR performance-based restricted stock unit awards granted to each named executive officer under our 2021 Omnibus Incentive Plan in fiscal year 2023 at target. See “Named Executive Officer Compensation, Compensation Discussion and Analysis - Long-Term Equity Incentives” for a more detailed description of these awards. (3)Amounts represent time-based restricted stock units granted to each named executive officer under our 2021 Omnibus Incentive Plan in fiscal year 2023. See “Named Executive Officer Compensation, Compensation Discussion and Analysis – Long-Term Equity Incentives” for a more detailed description of these awards. (4)Reflects the aggregate grant date fair value of the restricted stock unit awards granted to each named executive officer in fiscal year 2023, computed in accordance with FASB ASC Topic 718. For more information on the underlying valuation assumptions used to calculate grant date fair values, see Notes 2 and 19 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. With respect to the Adjusted EPS performance-based restricted stock unit awards granted to our named executive officers, during fiscal year 2023, the aggregate grant date fair value of such awards was determined based on the probable outcome of the performance conditions associated with such awards, which was determined to be 100% of target levels. The aggregate grant date fair value of such awards would be $3,405,891 and $1,606,676, for Messrs. Daly and Kober, respectively, and $964,545, for each of Dr. Carlson, Messrs. Dennehy and Hwang and Ms. Roth if maximum performance levels were achieved. With respect to the rTSR performance-based restricted stock unit awards granted to our named executive officers during fiscal year 2023, the aggregate grant date fair value of such awards was determined using a Monte Carlo simulation model which considers all potential outcomes, and therefore expense recognition for such awards is not subject to probable or maximum outcome assumptions under FASB ASC Topic 718. For more information on the underlying valuation assumptions used to calculate grant date fair values, see Note 19 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. (5)Reflects an rTSR performance-based restricted stock unit award. (6)Reflects an Adjusted EPS performance-based restricted stock unit award.

  32. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  33. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth the outstanding equity awards held by each of our named executive officers at September 29, 2023.

  34. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Stephen Daly | 5/31/2019 | — | — | — | 27,254 (2) | 2,223,381 | — | — | | | 10/28/2020 | — | — | — | 28,356 (3) | 2,313,282 | — | — | | | 10/28/2020 | — | — | — | 9,452 (4) | 771,094 | — | — | | | 10/27/2021 | — | — | — | — | — | 107,396 (5) | 8,761,366 | | | 10/27/2021 | — | — | — | 6,496 (6) | 529,984 | 10,742 (7) | 876,332 | | | 10/27/2021 | — | — | — | 7,160 (8) | 584,113 | — | — | | | 10/27/2022 | — | — | — | — | — | 80,878 (9) | 6,598,027 | | | 10/27/2022 | — | — | — | 3,370 (10) | 274,884 | 6,740 (11) | 549,849 | | | 10/27/2022 | — | — | — | 13,479 (12) | 1,099,617 | — | — | | John Kober | 10/28/2020 | — | — | — | 11,871 (3) | 968,436 | — | — | | | 10/28/2020 | — | — | — | 3,958 (4) | 322,894 | — | — | | | 10/27/2021 | — | — | — | — | — | 43,724 (5) | 3,567,004 | | | 10/27/2021 | — | — | — | 3,015 (6) | 245,990 | 4,986 (7) | 406,758 | | | 10/27/2021 | — | — | — | 3,324 (8) | 271,172 | — | — | | | 10/27/2022 | — | — | — | — | — | 37,184 (9) | 3,033,471 | | | 10/27/2022 | — | — | — | 1,590 (10) | 129, 671 | 3,180 (11) | 259,384 | | | 10/27/2022 | — | — | — | 6,358 (12) | 518,686 | — | — | | Dr. Douglas Carlson (13) | 10/28/2020 | — | — | — | 7,863 (3) | 641,464 | — | — | | | 10/28/2020 | — | — | — | 2,622 (4) | 213,903 | — | — | | | 10/27/2021 | — | — | — | — | — | 24,546 (5) | 2,002,463 | | | 10/27/2021 | — | — | — | 1,842 (6) | 150,239 | 3,044 (7) | 248,330 | | | 10/27/2021 | — | — | — | 2,030 (8) | 165,607 | — | — | | | 10/27/2022 | — | — | — | — | — | 30,788 (9) | 2,511,685 | | | 10/27/2022 | — | — | — | 954 (10) | 77,827 | 1,909 (11) | 155,736 | | | 10/27/2022 | — | — | — | 3,817 (12) | 311,391 | — | — | | Robert Dennehy | 10/28/2020 | — | — | — | 7,863 (3) | 641,464 | — | — | | | 10/28/2020 | — | — | — | 2,622 (4) | 213,903 | — | — | | | 10/27/2021 | — | — | — | — | — | 24,546 (5) | 2,002,463 | | | 10/27/2021 | — | — | — | 1,842 (6) | 150,239 | 3,044 (7) | 248,330 | | | 10/27/2021 | — | — | — | 2,030 (8) | 165,607 | — | — | | | 10/27/2022 | — | — | — | — | — | 30,788 (9) | 2,511,685 | | | 10/27/2022 | — | — | — | 954 (10) | 77,827 | 1,909 (11) | 155,736 | | | 10/27/2022 | — | — | — | 3,817 (12) | 311,391 | — | — | | Donghyun Thomas Hwang | 11/6/2018 | 15,000 (14) | 16.06 | 11/6/2025 | — | — | — | — | | | 10/28/2020 | — | — | — | 7,863 (3) | 641,464 | — | — | | | 10/28/2020 | — | — | — | 2,622 (4) | 213,903 | — | — | | | 10/27/2021 | — | — | — | — | — | 24,546 (5) | 2,002,463 | | | 10/27/2021 | — | — | — | 1,842 (6) | 150,239 | 3,044 (7) | 248,330 | | | 10/27/2021 | — | — | — | 2,030 (8) | 165,607 | — | — | | | 10/27/2022 | — | — | — | — | — | 30,788 (9) | 2,511,685 | | | 10/27/2022 | — | — | — | 954 (10) | 77,827 | 1,909 (11) | 155,736 | | | 10/27/2022 | — | — | — | 3,817 (12) | 311,391 | — | — | | Ambra Roth | 10/28/2020 | — | — | — | 7,863 (3) | 641,464 | — | — | | | 10/28/2020 | — | — | — | 2,622 (4) | 213,903 | — | — | | | 10/27/2021 | — | — | — | — | — | 24,546 (5) | 2,002,463 |

  35. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 10/27/2021 | — | — | — | 1,842 (6) | 150,239 | 3,044 (7) | 248,330 | | 10/27/2021 | — | — | — | 2,030 (8) | 165,607 | — | — | | 10/27/2022 | — | — | — | — | — | 30,788 (9) | 2,511,685 | | 10/27/2022 | — | — | — | 954 (10) | 77,827 | 1,909 (11) | 155,736 | | 10/27/2022 | — | — | — | 3,817 (12) | 311,391 | — | — |

  36. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (1)Amounts based on the fair market value of our common stock of $81.58 per share, which was the closing price of our common stock on September 29, 2023 as reported on Nasdaq. (2)Represents a restricted stock unit award that vests in equal semi-annual installments starting on November 16, 2023 through May 16, 2024, generally subject to the named executive officer’s remaining in continuous service with us through the applicable vesting date. (3)Represents a performance-based restricted stock unit award that was earned on November 9, 2023 based on the Company’s achievement of Adjusted EPS growth during fiscal years 2021 through 2023. The award was earned at maximum performance and vested on November 9, 2023 at 300%. The number of shares in the table are reported at maximum performance. (4)Represents a restricted stock unit award that vests in equal annual installments on October 28, 2023 and October 28, 2024 generally subject to the named executive officer's remaining in continuous service with us through the applicable vesting date. (5)Represents a market-based restricted stock unit award that is eligible to be earned based on the Company’s achievement of total stockholder return in comparison to a peer group of companies in the PHLX Semiconductor Sector Index during fiscal years 2022 through 2024. To the extent earned based on total stockholder return, the award will vest in November 2024 generally subject to the named executive officer’s remaining in continuous service with us through the vesting date. The number of shares reported in the table has been calculated assuming that maximum performance is achieved with respect to future fiscal years and that 200% of the target award will be earned. (6)Represents a performance-based restricted stock unit award that was earned on November 9, 2023 based on the Company’s achievement of Adjusted EPS growth during fiscal years 2022 and 2023. The award was earned at 121% of target performance and vested on November 9, 2023. The number of shares in the table are reported at actual performance (121% of target). (7)Represents a performance-based restricted stock unit award that is eligible to be earned based on the Company’s achievement of Adjusted EPS growth during fiscal years 2022 through 2024. To the extent earned based on Adjusted EPS growth, the portion of the award that is eligible to be earned based on Adjusted EPS growth during fiscal years 2022 through 2024 will vest in November 2024, generally subject to the named executive officer's remaining in continuous service with us through the vesting date. Based on the level of achievement in fiscal years 2022 and 2023, the number of shares reported in the table has been calculated assuming that upside performance is achieved with respect to future years and that 200% of the remaining tranche of the target award will be earned. (8)Represents a restricted stock unit award that vests in equal annual installments on October 27, 2023 and October 27, 2024 generally subject to the named executive officer’s remaining in continuous service with us through the applicable vesting date. (9)Represents a market-based restricted stock unit award that is eligible to be earned based on the Company’s achievement of total stockholder return in comparison to a peer group of companies in the PHLX Semiconductor Sector Index during fiscal years 2023 through 2025. To the extent earned based on total stockholder return, the award will vest in November 2025 generally subject to the named executive officer’s remaining in continuous service with us through the vesting date. The number of shares reported in the table has been calculated assuming that maximum performance is achieved with respect to future fiscal years and that 200% of the target award will be earned. (10)Represents a performance-based restricted stock unit award that was forfeited on November 9, 2023 due to the Company’s failure to achieve threshold performance of Adjusted EPS growth during fiscal year 2023. The number of shares in the table are reported at threshold performance (50% of target). (11)Represents a performance-based restricted stock unit award that is eligible to be earned based on the Company’s achievement of Adjusted EPS growth during fiscal years 2023 and 2024, and fiscal years 2023 through 2025. To the extent earned based on Adjusted EPS growth, the portion of the award that is eligible to be earned based on Adjusted EPS growth during fiscal years 2023 and 2024 will vest in November 2024 and the portion of the award that is eligible to be earned based on Adjusted EPS growth during fiscal years 2023 through 2025 will vest in November of 2025, generally subject to the named executive officer's remaining in continuous service with us through the vesting date. Based on the level of achievement in fiscal year 2023, the number of shares reported in the table has been calculated assuming that threshold performance is achieved with respect to future years and that 50% of each remaining tranche of the target award will be earned. (12)Represents a restricted stock unit award that vests in equal annual installments on October 27, 2023, October 27, 2024 and October 27, 2025 generally subject to the named executive officer's remaining in continuous service with us through the applicable vesting date. (13)In connection with his retirement, all outstanding unvested equity awards held by Dr. Carlson was forfeited on December 1, 2023. (14)Represents a stock option that vested on February 16, 2021, the date on which our common stock equaled or exceeded $61.32 per share for a period of 30 consecutive trading days.

  37. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth information for each of our named executive officers regarding stock awards vested during the fiscal year ended September 29, 2023. Our named executive officers did not exercise any stock options during the fiscal year ended September 29, 2023.

  38. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Stephen Daly | 483,020 | 29,210,982 | | John Kober | 63,360 | 3,795,459 | | Dr. Douglas Carlson | 38,146 | 2,270,300 | | Robert Dennehy | 38,485 | 2,290,990 | | Donghyun Thomas Hwang | 37,366 | 2,224,304 | | Ambra Roth | 36,397 | 2,168,936 |

  39. 2023 Option Exercises and Stock Vested Table

    (1)For stock awards, the value realized is based on the closing price of our common stock on the vesting date.

  40. Pension Benefits

    Pension Benefits We currently do not (and did not in fiscal year 2023) sponsor any defined benefit pension or other actuarial plan in which our named executive officers participate.

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We currently do not (and did not in fiscal year 2023) maintain any nonqualified defined contribution or other deferred compensation plan or arrangement for our named executive officers.

  42. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below reflects, as applicable, cash severance, equity acceleration and continuation of health benefits payable to our currently employed named executive officers in connection with a termination of employment by the Company without cause or a resignation by the executive for good reason within three months prior to or two years following a “change in control,” in each case assuming that such triggering event took place on September 29, 2023, and based on the closing price of our common stock on this date, $81.58, to the extent applicable, and for Mr. Daly, in connection with the termination of his employment relationship by the Company without cause (as defined in his employment agreement) or resignation by him for good reason (as defined in his employment agreement). Severance Entitlements and Payments Mr. Daly is party to an employment agreement with the Company that provides for payments upon an involuntary termination of employment by the Company other than for “cause” (as defined in his employment agreement) and upon a termination of employment by him for “good reason” (as defined in his employment agreement). Pursuant to Mr. Daly’s employment agreement, if his employment is terminated by the Company other than for cause or if he resigns for good reason, he would be entitled to receive continued monthly base salary and reimbursements of the Company’s portion of medical and dental benefit premiums (subject to certain conditions) for twelve months following his termination of employment, a prorated annual bonus for the year of termination, based on actual performance, accelerated vesting of his new hire grant of 136,239 restricted stock units (which vested as to 20% of the restricted stock units on May 16, 2020 and 10% of the restricted stock units on each of November 16, 2020, May 16, 2021, November 16, 2021, May 16, 2022, November 16, 2022, May 16, 2023 and November 16, 2023, and will vest as to the remaining 10% of the restricted stock units on May 16, 2024, subject to Mr. Daly’s continued employment through such vesting date), and twelve months’ accelerated vesting credit for any other outstanding equity awards that vest solely based on continued employment or service with us. In addition, Mr. Daly’s equity awards would remain exercisable for one year following termination of employment. Mr. Daly will be subject to non-solicitation restrictions for the period during which he is entitled to receive salary continuation. CIC Plan The CIC Plan, in which each of our currently employed named executive officers is a participant, provides that: •immediately prior to a “change in control” (as defined in the CIC Plan), subject to the terms and conditions contained in the CIC Plan, any performance-based equity awards held by a participant will be deemed earned at maximum levels of performance as of immediately prior to the change in control and become exercisable, vested and/or payable on the later of the end of the originally applicable performance period and any further service-based vesting period relating to such award, subject to the participant’s continued employment except as set forth below; •if a change in control occurs and a participant’s employment is terminated by us without “cause” (as defined in the CIC Plan) or a participant resigns from employment with us for “good reason” (as defined in the CIC Plan), in each case, within three months prior to and in connection with the change of control or within the two-year period following the change in control, the participant will be entitled to the following payments and benefits: ◦the sum of the participant’s annual base salary and target annual bonus for the year in which the termination occurs (multiplied by 2.0 for Mr. Daly and 1.5 for Mr. Kober), payable in a lump sum; ◦a prorated annual bonus based on the participant’s target annual bonus or, if greater and the termination of employment occurs in the second half of the applicable bonus period, the estimated actual amount of such annual bonus; ◦a lump sum amount equal to the Company’s estimate of the total cost of medical, dental and vision continuation coverage under the Company’s group health plan for the participant and his participating dependents for 24 months, in the case of Mr. Daly, 18 months, in the case of Mr. Kober, or 12 months for each of the other named executive officers, in each case, increased by the amount of federal and state taxes imposed on such payments; and ◦full vesting of all outstanding equity awards held by the participant. Since all of our currently employed named executive officers were participants in the CIC Plan prior to January 1, 2022, we will make an additional lump sum cash payment to a named executive officer if he or she becomes subject to an excise tax under Section 4999 of the Code as a result of any payment or benefit made or provided under the CIC Plan, either alone or when aggregated with any other payments or benefits. The net result of the additional payment is to place the participant in the same after-tax position as if the excise tax had not been imposed. In the event that a participant has an existing agreement with us relating to the participant’s potential rights to severance pay, equity acceleration or benefits in connection with a change in control, such rights will be superseded by the rights of the participant under the CIC Plan with respect to any change in control occurring during the term of the CIC Plan, but such agreement otherwise will remain enforceable and in full force and effect. Potential Payments upon Termination or Change in Control Table A summary of the potential payments that each of our currently employed named executive officers would have received upon the occurrence of these events, assuming that each triggering event occurred on September 29, 2023, is set forth below. Dr. Carlson did not receive any severance payments or benefits in connection with his retirement on December 1, 2023.

  43. Potential Payments upon Termination or Change in Control

    | | Involuntary Termination (1) | | | | Involuntary Termination within Three Months Before or Twenty-Four Months Following a Change in Control (2) | | | | | | Name | Severance ($) | Health Insurance Benefits ($) | Restricted Stock Unit/ Option Awards ($)(3) | Total ($) | Severance ($) | Health Insurance Benefits ($) | Restricted Stock Unit/ Option Awards ($)(4) | Excise Tax ($)(5) | Total ($) | | Stephen Daly | 826,500 | 33,600 | 3,267,524 | 4,127,624 | 3,625,000 | 67,200 | 27,494,458 | — | 31,186,658 | | John Kober | — | — | — | — | 1,750,000 | 50,400 | 11,094,090 | 5,643,870 | 18,538,360 | | Robert Dennehy | — | — | — | — | 869,400 | 33,600 | 7,303,663 | — | 8,206,663 | | Donghyun Thomas Hwang | — | — | — | — | 869,400 | 33,600 | 7,303,663 | — | 8,206,663 | | Ambra Roth | — | — | — | — | 869,400 | 33,600 | 7,303,663 | 4,601,517 | 12,808,180 |

  44. Potential Payments upon Termination or Change in Control

    (1)“Involuntary Termination” as used in this column includes involuntary termination without cause or a voluntary termination with good reason, as provided in Mr. Daly’s employment agreement. The amount included in the “Severance” column in respect of an annual bonus in fiscal year 2023 reflects the actual bonus earned by Mr. Daly in respect of fiscal year 2023. Amounts listed in the “Health Insurance Benefits” column have been calculated assuming that the cost of medical, dental and vision continuation coverage under the Company’s group health plan is $2,800 per month. (2)All amounts listed beneath this heading represent benefits potentially payable under the CIC Plan. “Involuntary Termination” as used in this column includes involuntary termination without cause or a voluntary termination with good reason, as and to the extent provided for in the CIC Plan. Amounts listed in the “Severance” column are based on the annual base salaries and target annual bonuses in effect as of September 29, 2023 and have been calculated assuming that each named executive officer receives a prorated annual bonus for the year of termination of employment equal to his or her target annual bonus. Amounts listed in the “Health Insurance Benefits” column have been calculated assuming that the cost of medical, dental and vision continuation coverage under the Company’s group health plan is $2,800 per month. (3)Amounts are based on the fair market value of our common stock of $81.58 per share, which was the closing price of our common stock on September 29, 2023 as reported on Nasdaq, and have been calculated assuming that all outstanding equity awards held by the applicable named executive officer that are scheduled to vest based on the named executive officer’s continued service within twelve months following September 29, 2023 vest in full and that the 27,254 unvested RSUs in respect of the grant made to Mr. Daly on May 31, 2019 vest in full pursuant to the terms of his employment agreement. (4)Amounts are based on the fair market value of our common stock of $81.58 per share, which was the closing price of our common stock on September 29, 2023 as reported on Nasdaq, and have been calculated assuming that all outstanding equity awards vest in full, with outstanding performance-based restricted stock units earned at maximum with respect to future fiscal years. (5)Amounts listed represent an estimate of the additional lump-sum payment that would be payable if a named executive officer became subject to the excise tax under Section 4999 of the Code, as described above based on the assumptions described above, and further assuming that (a) all performance-based restricted stock units and stock options will be deemed earned at the maximum level of performance with respect to future fiscal years and will vest in full upon a qualifying termination of employment, based on a price per share equal to $81.58; (b) the full value of all equity awards so vesting will be parachute payments; (c) each of the named executive officers receives a prorated annual bonus for the year of termination of employment equal to his or her target annual bonus; (d) the lump sum payment equal to the estimated cost of the Company’s medical, dental and vision continuation coverage is $2,800 per month; (e) each named executive officer is subject to the maximum applicable federal and state tax rates in effect for 2023; and (f) none of the parachute payments are exempt under a special rule for reasonable compensation. Any actual entitlement to such additional lump-sum payment will be based on the facts and circumstances that exist at the time of a change in control or a termination of employment in connection with a change in control.

  45. Pay Ratio

    Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to disclose in this Proxy Statement the ratio of the annual total compensation of our principal executive officer (“PEO”) to the median of the annual total compensation of all of our employees (other than our PEO). We have determined that Mr. Daly’s annual total compensation for fiscal year 2023 was $5,979,390, as disclosed in the 2023 Summary Compensation Table above. Based on SEC rules and guidance and applying the methodology described below, we have determined that the median of the annual compensation, as described below, for all of our employees (other than our PEO) for fiscal year 2023 was $140,736. Accordingly, for fiscal year 2023, we estimate the ratio of our PEO’s annual total compensation to the median of the total annual compensation for all of our employees (other than our PEO) was approximately 42 to 1. We do not believe that any changes to our employee population or compensation arrangements that occurred in fiscal year 2023 would have a significant impact on the pay ratio for fiscal year 2023 and, as a result, we are utilizing the same median employee as used in fiscal year 2021. For purposes of determining our median employee in fiscal year 2021, we selected the last day of our fiscal year, October 1, 2021, to establish our employee population. As of October 1, 2021, our employee population consisted of 1,104 employees, with 778 of these employees employed in the United States, and 326 of these employees employed in 16 other countries throughout the world, primarily in Europe and Asia. As permitted by SEC rules, we excluded 44 employees in following countries under the de minimis exemption for purposes of identifying our median employee: Finland (1), Germany (5), India (30), Italy (1), Singapore (1), South Korea (3), United Kingdom (1) and Vietnam (2). As a result, for purposes of the pay ratio calculation conducted in fiscal year 2021, our employee population consisted of 1,060 employees, with 778 of these employees employed in the United States and 282 of these employees employed outside of the United States. For purposes of identifying our median employee we used a consistently applied compensation measure consisting of base salary or wages, excluding overtime pay, for the fiscal year ending on October 1, 2021. We annualized the actual base salary or wages paid to those employees who were not employed by us for the entire fiscal year. For employees outside of the United States, we used the foreign exchange rates that were effective as of the last day of our fiscal year to convert the base salaries and wages into U.S. dollars. The median employee’s total annual compensation for fiscal year 2023 was determined using the same rules that apply to reporting the compensation of our named executive officers (including our PEO) in the “Total” column of the 2023 Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules and is based on our records and the methodology described above. Because the SEC’s rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  46. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table and accompanying narrative sets forth information about the relationship between certain financial performance of the Company and executive compensation actually paid (“CAP”), as computed under SEC rules, for our named executive officers (“NEOs”) for each of the last three fiscal years. Our compensation committee does not use CAP as a basis for making compensation decisions. See “Named Executive Officer Compensation, Compensation Discussion and Analysis” above for more information about the Company’s executive compensation program.

  47. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) (6) | Adjusted Earnings Per Share (7) | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | | | | 2023 | $5,979,390 | $18,497,660 | $2,376,476 | $5,044,253 | $241.36 | $154.87 | $91,577 | $2.70 | | 2022 | $8,276,720 | $3,130,824 | $2,616,837 | $2,451,851 | $153.22 | $103.85 | $439,995 | $2.82 | | 2021 | $3,175,058 | $31,357,196 | $1,208,937 | $6,825,629 | $193.31 | $146.83 | $37,937 | $2.15 |

  48. Pay Versus Performance

    (1)The amounts reported in this column represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each corresponding year for Mr. Daly, who served as our PEO during each of fiscal years 2021, 2022 and 2023. (2)The amounts reported in these columns represent the amount of CAP to Mr. Daly and the average amount of CAP to our non-PEO NEOs as a group (set forth in footnote 3 below), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Daly or our non-PEO NEOs during the applicable year and were not considered by our compensation committee at the time it made decisions with respect to Mr. Daly’s or our non-PEO NEOs’ compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each applicable year to determine the CAP for the relevant year:

  49. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | Adjustments for Stock and Option Awards | PEO | Non-PEO NEOs (Average) | PEO | Non-PEO NEOs (Average) | PEO | Non-PEO NEOs (Average) | | Summary Compensation Table Total | $5,979,390 | $2,376,476 | $8,276,720 | $2,616,837 | $3,175,058 | $1,208,937 | | (Minus): Grant date values reported in the Summary Compensation Table | $(5,142,630) | $(1,895,964) | $(6,598,410) | $(1,841,954) | $(1,559,382) | $(487,575) | | Plus: Year-end fair value of unvested awards granted during the year | $7,351,693 | $2,761,107 | $6,234,511 | $1,782,973 | $6,792,616 | $2,123,877 | | Plus (Minus): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | $6,113,830 | $1,466,700 | $(5,955,752) | $(650,579) | $18,959,856 | $3,017,282 | | Plus (Minus): Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years that vested during the year | $4,195,377 | $335,934 | $1,173,755 | $544,574 | $3,989,048 | $963,109 | | Total Adjustments for Equity Awards | $12,518,270 | $2,667,777 | $(5,145,896) | $(164,986) | $28,182,138 | $5,616,692 | | Compensation Actually Paid (as calculated) | $18,497,660 | $5,044,253 | $3,130,824 | $2,451,851 | $31,357,196 | $6,825,629 |

  50. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of equity awards for purposes of calculating CAP include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. Stock prices as of the measuring dates of September 29, 2023, September 30, 2022, October 1, 2021 and October 3, 2020 were $81.58, $51.79, $65.34 and $33.80, respectively. (3)The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO NEOs included for purposes of calculating the average amounts in each applicable fiscal year are as follows: •2023 and 2022: Messrs. Kober, Dennehy and Hwang, Ms. Roth and Dr. Carlson; and •2021: Messrs. Kober, Dennehy and Hwang and Ms. Roth. (4)Cumulative Total Shareholder Return, or TSR, is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period, assuming that $100 was invested in the Company’s common stock beginning October 2, 2020 (the last trading day in fiscal year 2020). (5)Represents the weighted cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, assuming that $100 was invested beginning October 2, 2020 (the last trading day in fiscal year 2020). The peer group used for this purpose is the PHLX Semiconductor Index. (6)Represents the Company's net income as reported in the Company’s audited financial statements. (7)Adjusted EPS represents net income per diluted share before intangible amortization expense, share-based compensation expense, warrant liability expense, non-cash interest, acquisition and integration related costs, equity method investment gains and losses, debt extinguishment costs and the tax effect of each non-GAAP adjustment. For a discussion of Adjusted EPS and a reconciliation of Adjusted EPS to GAAP net income per diluted share, see Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023. In the Company's assessment, Adjusted EPS is the financial performance measure that is the most important financial performance measure used by the Company in fiscal year 2023 to link CAP to the Company’s performance. Tabular List of Financial Performance Measures In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules), to our NEOs, in fiscal year 2023, to the Company’s performance were: •Adjusted EPS (our Company Selected Measure); •Adjusted Operating Income; and •Relative Total Shareholder Return. As further described above under “Named Executive Officer Compensation, Compensation Discussion and Analysis,” our variable compensation includes short-term cash incentives based on achievement of non-GAAP adjusted operating income performance goals, performance-based restricted stock units based on one-, two- and three-year non-GAAP Adjusted EPS growth goals, and performance-based restricted stock units based on our three-year TSR relative to peers. Graphical Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) to our PEO and the average CAP to our non-PEO NEOs in comparison to the following measures, in each case, for the three most recently completed fiscal years: •(i) the Company’s cumulative TSR on $100 invested as of the end of fiscal year 2020 in the Company’s common stock, and (ii) the weighted cumulative TSR on $100 invested as of the end of fiscal year 2020 for the PHLX Semiconductor Index; •the Company’s net income; and •the Company Selected Measure, which is Adjusted EPS. (1) Adjusted EPS represents net income per diluted share before intangible amortization expense, share-based compensation expense, warrant liability expense, non-cash interest, acquisition and integration related costs, equity method investment gains and losses, debt extinguishment costs and the tax effect of each non-GAAP adjustment. For a discussion of Adjusted EPS and a reconciliation of Adjusted EPS to GAAP net income per diluted share, see Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023. In the Company's assessment, Adjusted EPS is the financial performance measure that is the most important financial performance measure used by the Company in fiscal year 2023 to link CAP to the Company’s performance.

  51. Pay Versus Performance

    | PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION | | OF OUR NAMED EXECUTIVE OFFICERS |

  52. Pay Versus Performance

    Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, commonly referred to as the “say-on-pay” vote. In accordance with Exchange Act requirements, we are providing our stockholders with an opportunity to express their views on our named executive officers’ compensation for fiscal year 2023, as disclosed in this Proxy Statement. The Company’s current policy is to submit the named executive officers’ compensation to an advisory vote at its annual meeting of stockholders every year. Assuming no change to the Company’s current policy regarding the frequency of such advisory vote, it is expected that the next “say-on-pay” vote will occur at our 2025 annual meeting of stockholders. Although this advisory vote is nonbinding, our board of directors and compensation committee will review and consider the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs. As described in more detail in the Compensation Discussion and Analysis, our executive compensation program is designed to:

  53. Pay Versus Performance

    | • | attract and retain the best executive talent; |

  54. Pay Versus Performance

    | • | motivate our executives to achieve our financial and business goals; and |

  55. Pay Versus Performance

    | • | align our executives’ interests with those of our stockholders to drive increased stockholder value. |

  56. Pay Versus Performance

    We encourage stockholders to read the Compensation Discussion and Analysis beginning on page 21 of this Proxy Statement, which describes the processes our compensation committee used to determine the structure and amounts of the compensation of our named executive officers in fiscal year 2023 and how our executive compensation philosophy, policies and procedures operate and are designed to achieve our compensation objectives. The compensation committee and our board of directors believe that their role is to ensure that our executive compensation strikes the appropriate balance between utilizing measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our stockholders. Our board of directors recommends that stockholders indicate their support for the compensation of our named executive officers. The vote on this resolution is not intended to address any specific element of compensation but rather the overall named executive officer compensation program as described in this Proxy Statement. Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2023, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and any other related disclosure in this Proxy Statement.” The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of Our Named Executive Officers.

  57. Pay Versus Performance

    | PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  58. Pay Versus Performance

    The audit committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 27, 2024. Deloitte & Touche LLP has served as our independent public accounting firm since fiscal year 2010. We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions. Our board of directors is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the appointment, the audit committee may reconsider whether to retain Deloitte & Touche LLP. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders. The following table provides information regarding the fees billed by Deloitte & Touche LLP for the fiscal years ended September 29, 2023 and September 30, 2022. All services provided by, and fees paid to, Deloitte & Touche LLP as described below were pre-approved by the audit committee in accordance with the audit committee pre-approval policy set forth below.

  59. Pay Versus Performance

    | | Fiscal Year 2023 | Fiscal Year 2022 | | Audit Fees | $1,634,882 | $1,501,183 | | Audit-Related Fees | — | — | | Tax Fees | 35,005 | 35,000 | | All Other Fees | 3,790 | 3,790 | | Total | $1,673,677 | $1,539,973 |

  60. Consideration of Stockholder-Recommended Director Nominees

    Consideration of Stockholder-Recommended Director Nominees Our nominating and governance committee will consider director nominee recommendations submitted by our stockholders. In the event of any stockholder recommendations, the nominating and governance committee will evaluate the persons recommended in the same manner as other candidates. Stockholders who wish to recommend a director nominee must submit their suggestions to the following address: Chairperson of Nominating and Governance Committee, Attn: General Counsel, MACOM Technology Solutions Holdings, Inc., 100 Chelmsford Street, Lowell, Massachusetts 01851.