Ambra Roth

About Ambra Roth

Ambra Roth is Senior Vice President, General Counsel and Secretary at MACOM (MTSI). She has served in her current role since October 2023, previously as SVP, General Counsel, Human Resources and Secretary (Oct 2019–Oct 2023) and VP, General Counsel and Secretary (May 2018–Oct 2019); she joined MACOM in December 2013. Prior roles include Associate General Counsel at Mindspeed Technologies (November 2007 onward) and starting her legal career at Vivendi Universal Games. She holds a BA in Political Science from Loyola Marymount University and a JD from Loyola Law School; age 43 as of January 8, 2024 . Company performance context: MACOM’s pay-versus-performance disclosure shows 2024 TSR value of $329.94 on an initial $100 investment versus peer group $234.89, alongside adjusted EPS of $2.56; 2023 TSR $241.36, adjusted EPS $2.70 .

Past Roles

Fixed Compensation

Performance Compensation

Short-Term Cash Incentives

• Program structure: two six-month performance periods per fiscal year; metric is non-GAAP adjusted operating income; committee retains discretion for adjustments; failure to meet targets results in no payout .
• Actual payouts:

Long-Term Equity Incentives (RSUs and PSUs)

Note: PSUs granted in FY2023 and FY2024 have performance cycles extending into FY2025; actual payout outcomes will depend on realized EPS and rTSR performance .

Selected Outstanding Equity at FY2024 Year-End (Ambra Roth)

Equity Ownership & Alignment

• Beneficial ownership: 653 shares; less than 1% of outstanding; company had 74,308,815 shares outstanding as of December 31, 2024 .
• Stock ownership guidelines: Executive officers other than CEO/CFO must hold at least 1x base salary; compliance required within 48 months of designation; as of September 27, 2024, all NEOs are in compliance or within the phase-in period .
• Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .
• Rule 10b5-1 plan: Adopted August 11, 2025; plan expiration February 9, 2026; potential shares to be sold under plan 17,487 (gross, includes target PRSUs) .

Employment Terms

• Appointment/role history: SVP, General Counsel and Secretary since October 2023; prior MACOM legal leadership roles since 2013 .
• Compensation framework: Base salary $430,000 (FY2024); target short-term cash incentive 60% of salary; max 120% (FY2024) .
• Change-in-control (CIC) economics:
  • Double-trigger severance if terminated without cause or resigns for good reason within 3 months before or within 24 months after a change in control; lump-sum of base salary + target bonus (with CEO/CFO multiples specified), prorated bonus, health benefits lump sum (12 months for non-CEO/CFO executives), and full vesting of all outstanding equity awards; performance-based awards deemed earned at maximum immediately prior to change in control, vest on later of performance period end and service vesting requirements .
  • For Ms. Roth, estimated potential payments if CIC termination occurred on September 27, 2024: Severance $946,000; health benefits $42,000; RSU/option awards $11,490,909; excise tax gross-up $7,446,454; total $19,925,363 (assumes stock price $111.52 and maximum PSU performance) .
• Clawbacks: 2018 discretionary clawback for VP+ tied to restatements and employee conduct; 2023 Dodd-Frank compliant clawback for Section 16 officers; incentive-based compensation subject to recoupment upon restatement regardless of misconduct .
• Restrictive covenants: All NEOs party to Confidentiality and Invention Assignment Agreement; non-solicitation of employees/consultants/customers/partners/vendors during employment and for 12 months post-termination; perpetual confidentiality and IP assignment covenants .
• Governance and shareholder feedback: Say-on-Pay approval 97.5% at 2024 annual meeting .

External Roles

No current public company directorships disclosed in executive biography; prior external employment roles noted above (Mindspeed, Vivendi) .

Investment Implications

• Alignment and selling pressure: Low reported beneficial ownership (653 shares) suggests limited “skin in the game,” partially offset by substantial unvested PSUs/RSUs and mandated 1x salary ownership guideline; adoption of a Rule 10b5-1 plan with potential sales of up to 17,487 shares into February 2026 indicates possible near-term selling pressure as awards vest .
• Pay-for-performance design: Incentive mix emphasizes multi-year PSUs (Adjusted EPS and rTSR vs SOX) with explicit percentile thresholds and potential 0–200% payouts, reinforcing long-term peer-relative outperformance; FY2024 short-term cash payouts were minimal ($5,160), consistent with a performance-gated program tied to adjusted operating income .
• Retention and CIC protection: Significant outstanding equity and time-based RSUs provide retention hooks; CIC plan grants full vesting at termination in connection with change in control and cash severance, reducing exit friction and retention risk through potential strategic transitions .
• Governance red flags mitigants: Hedging/pledging prohibitions and robust clawbacks are positives; however, Ms. Roth’s pre-2022 CIC participation includes an excise tax gross-up feature—shareholder-unfriendly but ring-fenced to legacy participants—which could increase costs in a sale scenario .
• Shareholder sentiment and performance backdrop: Strong Say-on-Pay support (97.5%) and company TSR outperformance vs peer group in 2024 provide supportive context for incentive structures tied to rTSR/Adjusted EPS .