MACOM Technology Solutions (MTSI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 6, 2025, with voting on director elections, executive compensation, vote frequency, and auditor ratification.

• Shareholders of record as of January 13, 2025, are eligible to vote, with options to vote online, by phone, mail, or in person.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2026 annual meeting.

• Proposal 2: Advisory vote to approve 2024 executive compensation.

• Proposal 3: Advisory vote on frequency of future say-on-pay votes, with board recommending every year.

• Proposal 4: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending October 3, 2025.

Board of directors and corporate governance

• Board consists of eight members, with a mix of classified and unclassified directors; majority are independent.

• Recent governance changes include declassification of the board, appointment of a Lead Independent Director, and addition of independent directors.

• Board committees (audit, compensation, nominating/governance) are fully independent and meet all Nasdaq requirements.

• Board diversity includes four Asian members and two women, meeting Nasdaq diversity rules.