Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director Jihye Whang Rosenband
On September 8, 2022, the Board of Directors (the "Board") of MACOM Technology
Solutions Holdings, Inc. ("MACOM") appointed Jihye Whang Rosenband to the Board
as a Class III director to hold office until the 2024 annual meeting of
stockholders. The Board also appointed Ms. Rosenband to its Audit Committee and
Nominating and Governance Committee. The Board determined that Ms. Rosenband is
an independent director in accordance with applicable Nasdaq listing rules and
the rules and regulations of the U.S. Securities and Exchange Commission (the
"SEC"). The Board also determined that Ms. Rosenband is a "financial expert" as
defined under the applicable rules and regulations of the SEC.
Ms. Rosenband has over 20 years of semiconductor and technology industry
experience in various advisory, management and engineering roles. Since June
2017, Ms. Rosenband has provided strategic advice and business development
services to various semiconductor and information technology companies as an
independent advisor, including GaAs Labs, LLC, Integra Technologies, Inc. and
Lumileds Holding B.V. Previously, Ms. Rosenband served in various corporate
strategy, business development and engineering roles at HPE Aruba Networks from
October 2018 to January 2020, RPX Corporation from April 2014 to September 2016
and MACOM from March 2010 to May 2013. Ms. Rosenband holds a B.S. and M. Eng. in
Electrical Science and Engineering from Massachusetts Institute of Technology
and an MBA from Stanford University.
Ms. Rosenband will be compensated for her service as a director in accordance
with MACOM's non-employee director compensation program as generally described
in MACOM's proxy statement for its 2022 annual meeting of stockholders, as filed
with the SEC on January 14, 2022. Ms. Rosenband has entered into MACOM's
standard indemnification agreement.
Retirement of Director Gil VanLunsen
On September 8, 2022, Gil VanLunsen notified MACOM of his decision to retire
from the Board, effective January 31, 2023. Mr. VanLunsen's decision to retire
is not due to any disagreement with MACOM on any matter relating to its
operations, policies or practices.
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