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MACOM Technology Solutions Holdings Inc

For the period ended Jan 16, 2025. Filed Jan 16, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 16, 2025 · Filed Jan 16, 2025

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MTSI$210.98+10.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Lowell, Massachusetts

January 16, 2025

Dear Stockholders:

You are cordially invited to attend the MACOM Technology Solutions Holdings, Inc. 2025 Annual Meeting of Stockholders on Thursday, March 6, 2025 at 3:00 p.m. (Eastern Time). The meeting will be held at the Holiday Inn Express, 8 Independence Drive, Chelmsford, Massachusetts 01824. Our board of directors has fixed the close of business on January 13, 2025 as the record date for determining those stockholders entitled to notice of, and to vote at, the annual meeting of our stockholders and any adjournments thereof.

The Notice of Annual Meeting of Stockholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the annual meeting, including proposals for the election of the five directors named in the accompanying proxy materials (Proposal 1), for an advisory vote to approve our executive compensation (Proposal 2), for an advisory vote on the frequency of future advisory votes on executive compensation (Proposal 3) and to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 3, 2025 (Proposal 4).

Our board of directors recommends that you vote FOR the director nominees set forth in Proposal 1, FOR Proposals 2 and 4 and to conduct an advisory vote on our executive compensation every 1 YEAR with respect to Proposal 3. Each proposal is described in more detail in our Proxy Statement.

Your vote is very important. Please vote your shares promptly, whether or not you expect to attend the meeting in person. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. If you attend the annual meeting, you may vote in person if you are eligible to do so, even if you have previously submitted your vote.

Sincerely,

Ambra R. Roth

Senior Vice President, General Counsel

and Secretary

100 Chelmsford Street

Lowell, MA 01851

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 6, 2025

The 2025 Annual Meeting of Stockholders of MACOM Technology Solutions Holdings, Inc. (the “Annual Meeting”) will be held at the Holiday Inn Express, 8 Independence Drive, Chelmsford, MA 01824, on Thursday, March 6, 2025 at 3:00 p.m. (Eastern Time). The purposes of the Annual Meeting are to:

1.Elect the five directors nominated by our board of directors and named in the accompanying proxy materials to serve until the 2026 annual meeting of stockholders;
2.Conduct an advisory vote approving the compensation of our named executive officers for fiscal year 2024;
3.Conduct an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;
4.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 3, 2025;
5.Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Only holders of our common stock at the close of business on January 13, 2025 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

In accordance with Securities and Exchange Commission rules, on or about January 16, 2025, we sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials over the Internet to the holders of record and beneficial owners of our common stock as of the close of business on the Record Date.

Our stockholders and persons holding proxies from stockholders may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, you must bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares.

By order of the board of directors,

Ambra R. Roth

Senior Vice President, General Counsel

and Secretary

Lowell, Massachusetts

January 16, 2025

Important Notice Regarding the Availability of Proxy Materials

For the Annual Meeting of Stockholders to be Held on March 6, 2025

This Proxy Statement and our Annual Report are available at: www.proxyvote.com

TABLE OF CONTENTS

ItemPage
General Information Concerning Proxies and Voting at the Annual Meeting1
Social Responsibility, Environmental Sustainability and Related Policies5
Proposal 1: Election of Directors8
Corporate Governance12
Director Compensation16
Executive Officers18
Named Executive Officer Compensation, Compensation Discussion and Analysis19
Compensation Committee Report29
2024 Summary Compensation Table30
2024 Grants of Plan-Based Awards Table31
2024 Outstanding Equity Awards at Fiscal Year-End Table33
2024 Option Exercises and Stock Vested Table35
Potential Payments upon Termination or Change in Control35
Pay Ratio37
Pay versus Performance37
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers42
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers43
Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm44
Audit Committee Report45
Security Ownership of Certain Beneficial Owners, Directors and Management46
Certain Relationships and Related Person Transactions48
Additional Information49
ContentsView on SEC.gov

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