MACOM Technology Solutions Holdings, Inc.
For the period ended Jan 16, 2026. Filed Jan 16, 2026.
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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, 2026 · Filed Jan 16, 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, 2026
Dear Stockholders:
You are cordially invited to attend the MACOM Technology Solutions Holdings, Inc. 2026 Annual Meeting of Stockholders on Thursday, March 5, 2026 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 12, 2026 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 eight directors named in the accompanying proxy materials (Proposal 1), for an advisory vote to approve our executive compensation (Proposal 2) and to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2026 (Proposal 3).
Our board of directors recommends that you vote FOR the director nominees set forth in Proposal 1, and FOR Proposals 2 and 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 5, 2026
The 2026 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 5, 2026 at 3:00 p.m. (Eastern Time). The purposes of the Annual Meeting are to:
| 1. | Elect the eight directors nominated by our board of directors and named in the accompanying proxy materials to serve until the 2027 annual meeting of stockholders; |
| 2. | Conduct an advisory vote approving the compensation of our named executive officers for fiscal year 2025; |
| 3. | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2026; |
| 4. | 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 12, 2026 (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, 2026, 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, 2026
Important Notice Regarding the Availability of Proxy Materials
For the Annual Meeting of Stockholders to be Held on March 5, 2026
This Proxy Statement and our Annual Report are available at: www.proxyvote.com
TABLE OF CONTENTS
| Item | Page |
|---|---|
| General Information Concerning Proxies and Voting at the Annual Meeting | 1 |
| Social Responsibility, Environmental Sustainability and Related Policies | 5 |
| Proposal 1: Election of Directors | 8 |
| Corporate Governance | 11 |
| Director Compensation | 15 |
| Executive Officers | 17 |
| Named Executive Officer Compensation, Compensation Discussion and Analysis | 18 |
| Compensation Committee Report | 28 |
| 2025 Summary Compensation Table | 29 |
| 2025 Grants of Plan-Based Awards Table | 30 |
| 2025 Outstanding Equity Awards at Fiscal Year-End Table | 32 |
| 2025 Option Exercises and Stock Vested Table | 34 |
| Potential Payments upon Termination or Change in Control | 34 |
| Pay Ratio | 36 |
| Pay versus Performance | 37 |
| Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers | 41 |
| Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm | 42 |
| Audit Committee Report | 43 |
| Security Ownership of Certain Beneficial Owners, Directors and Management | 44 |
| Certain Relationships and Related Person Transactions | 46 |
| Additional Information | 48 |
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