MACOM TECHNOLOGY SOLUTIONS INC (MTSI)
Sector: Information Technology
2026 Annual Meeting Analysis
MACOM TECHNOLOGY SOLUTIONS INC · Meeting: March 5, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director with deep relevant experience as former CEO and CFO of semiconductor companies; no overboarding, attendance, or TSR trigger concerns — MTSI's 3-year return of +198% beats the peer median by +206 percentage points, far exceeding the 50-point threshold required to trigger a no vote.
CEO and board chair with strong relevant semiconductor industry background; MTSI's outstanding stock performance under his tenure (+198% over 3 years vs. peer median of -8%) means the TSR trigger does not apply, and no other policy flags are present.
Long-tenured independent director with extensive experience investing in and overseeing technology and semiconductor companies; serves on one other public company board (A10 Networks), well within the four-board limit, and no TSR or attendance concerns apply.
New director who joined in January 2026, less than 24 months before this meeting, placing him within the new-director exemption period; brings strong semiconductor executive credentials from Broadcom and Avago, and serves on two other public company boards — within policy limits.
Independent director with deep semiconductor and CFO expertise, serving on two other public company boards within policy limits; no TSR trigger, attendance, or other policy concerns apply.
Independent director with strong CFO and audit expertise across multiple technology companies; no overboarding, attendance, or TSR concerns apply given MTSI's exceptional stock performance during his tenure (joined March 2021).
Independent director with over 20 years of semiconductor industry experience; joined September 2022 and MTSI has significantly outperformed peers during her tenure, so no TSR trigger applies, and no other policy concerns are present.
Independent director with deep telecom and optical semiconductor experience, including former CEO of Acacia Communications; joined January 2024 and is within the 24-month new-director exemption period, with no other policy flags present.
All eight director nominees receive a FOR recommendation. MTSI's 3-year stock return of +198% beats its disclosed compensation peer group median by approximately +206 percentage points — far above the 50-point threshold needed to trigger any performance-based no vote under our policy. No director is overboarded, no attendance issues are disclosed, no familial relationships to management are present, and all committee assignments appear appropriately independent. Bryan Ingram and Raj Shanmugaraj are within the 24-month new-director exemption window.
Say on Pay
✓ FORCEO
Stephen Daly
Total Comp
$10,102,699
Prior Support
97.3%%
CEO Stephen Daly received total compensation of approximately $10.1 million in fiscal year 2025, which is reasonable for a CEO at a $16 billion semiconductor company and is described by the company's own advisors as at or slightly below market median at target performance levels. The pay structure is strongly performance-oriented — roughly 80% of the CEO's equity awards are performance-based (tied to adjusted earnings per share growth and relative stock performance vs. peers), with only about 20% in time-vesting restricted stock, well exceeding the 50-60% variable pay threshold required by our policy. Pay-for-performance alignment is strong: MTSI's stock returned +198% over three years versus a peer median of -8%, and performance awards paid out at maximum or near-maximum levels reflecting genuine outperformance. The prior year say-on-pay vote received 97.3% support, well above the 70% threshold, and the company has meaningful clawback policies in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
15 yrs
Audit Fees
$1,734,648
Non-Audit Fees
$178,284
Non-audit fees (tax fees of $169,153, audit-related fees of $5,341, and other fees of $3,790, totaling approximately $178,284) represent about 10% of audit fees of $1,734,648 — well below the 50% threshold that would raise independence concerns. Deloitte has served as MTSI's auditor since fiscal year 2010, giving a tenure of approximately 15 years, which is below the 25-year threshold for a no vote. No material financial restatements are disclosed, and Deloitte is a Big 4 firm appropriate for a $16 billion market cap company.
Overall Assessment
MACOM's 2026 annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR recommendations. The company has delivered exceptional shareholder returns over the past three years (+198% vs. a peer group median of -8%), compensation is structured with a heavy performance-based weighting and aligned with those results, and Deloitte's fees are well within independence norms at a 15-year tenure well below the 25-year policy threshold.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing