Cover
Cover | 12 Months Ended |
Sep. 29, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. |
Entity Central Index Key | 0001493594 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Sep. 29, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Oct. 01, 2021 USD ($) $ / shares | |
Pay vs Performance Disclosure | |||
Pay vs Performance Disclosure, Table | 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 | ||
Company Selected Measure Name | Adjusted EPS | ||
Named Executive Officers, Footnote | 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. 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. | ||
Peer Group Issuers, Footnote | 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. | ||
PEO Total Compensation Amount | $ 5,979,390 | $ 8,276,720 | $ 3,175,058 |
PEO Actually Paid Compensation Amount | $ 18,497,660 | 3,130,824 | 31,357,196 |
Adjustment To PEO Compensation, Footnote | 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: 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 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. | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,376,476 | 2,616,837 | 1,208,937 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 5,044,253 | 2,451,851 | 6,825,629 |
Adjustment to Non-PEO NEO Compensation Footnote | 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: 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 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. | ||
Compensation Actually Paid vs. Total Shareholder Return | |||
Compensation Actually Paid vs. Net Income | |||
Compensation Actually Paid vs. Company Selected Measure | (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. | ||
Total Shareholder Return Vs Peer Group | |||
Tabular List, Table | Adjusted EPS (our Company Selected Measure); • Adjusted Operating Income; and • Relative Total Shareholder Return. | ||
Total Shareholder Return Amount | $ 241.36 | 153.22 | 193.31 |
Peer Group Total Shareholder Return Amount | 154.87 | 103.85 | 146.83 |
Net Income (Loss) | $ 91,577,000 | $ 439,995,000 | $ 37,937,000 |
Company Selected Measure Amount | $ / shares | 2.70 | 2.82 | 2.15 |
PEO Name | Mr. Daly | ||
Additional 402(v) Disclosure | (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). Represents the Company's net income as reported in the Company’s audited financial statements. | ||
Measure:: 1 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted EPS (our Company Selected Measure); | ||
Non-GAAP Measure Description | 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. | ||
Measure:: 2 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted Operating Income; | ||
Measure:: 3 | |||
Pay vs Performance Disclosure | |||
Name | Relative Total Shareholder Return | ||
PEO | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ 12,518,270 | $ (5,145,896) | $ 28,182,138 |
PEO | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | (5,142,630) | (6,598,410) | (1,559,382) |
PEO | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | 7,351,693 | 6,234,511 | 6,792,616 |
PEO | Equity Awards Granted in Prior Year, Unvested [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | 6,113,830 | (5,955,752) | 18,959,856 |
PEO | Equity Awards Granted In Prior Year, Vested [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | 4,195,377 | 1,173,755 | 3,989,048 |
Non-PEO NEO | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 2,667,777 | (164,986) | 5,616,692 |
Non-PEO NEO | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | (1,895,964) | (1,841,954) | (487,575) |
Non-PEO NEO | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | 2,761,107 | 1,782,973 | 2,123,877 |
Non-PEO NEO | Equity Awards Granted in Prior Year, Unvested [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | 1,466,700 | (650,579) | 3,017,282 |
Non-PEO NEO | Equity Awards Granted In Prior Year, Vested [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation Amount, Equity Awards | $ 335,934 | $ 544,574 | $ 963,109 |