Charles Bland

About Charles Bland

Independent director of MACOM Technology Solutions (MTSI). Age 76. Current director service since June 2016 (previously on the board December 2010–February 2016). Former MACOM CEO (Feb 2011–Dec 2012) and COO (Jun 2010–Feb 2011). Education: B.S. in Accounting & Finance (Ohio State), MBA (MIT Sloan). Independence affirmed by the board under SEC/Nasdaq rules; attended ≥75% of board/committee meetings in FY2024. Class II director; current term ends at the 2026 annual meeting. Director retirement policy requires any director who reaches 78 to tender resignation at the end of their then-current term. Lead Independent Director is Peter Chung. Board met 7x in FY2024; Audit 10x; Compensation 5x; Nominating & Governance 5x.

Past Roles

External Roles

Board Governance

• Committee assignments: Bland is not listed as a member of the Audit, Compensation, or Nominating & Governance committees in the 2025 proxy.
• Independence: Board determined Bland is independent under SEC/Nasdaq rules (FY2024 review).
• Attendance: Each director attended ≥75% of aggregate board/committee meetings in FY2024.
• Tenure and classification: Class II; current term ends 2026; director since June 2016 (prior service 2010–2016).
• Leadership/structure: Combined Chair/CEO (Stephen Daly) with Lead Independent Director (Peter Chung).
• Executive sessions: Independent directors met in separate executive sessions from time to time during FY2024.
• Retirement policy: Directors reaching age 78 must tender resignation effective at end of their current term.

Fixed Compensation (Non‑Employee Director)

Director compensation policy (effective March 2024):

• Annual cash retainer: $65,000 (from $50,000); committee member retainers: Audit $12,500 (from $10,000), Compensation $10,000 (from $7,500), Nominating & Governance $7,500 (from $5,000); committee chair retainers: Audit $25,000 (from $20,000), Compensation $20,000 (from $15,000), Nominating & Governance $15,000 (from $10,000); Lead Independent Director retainer: $40,000 (from $0); non‑employee Board Chair retainer: $100,000.
• Annual equity grant: ~ $190,000 in value (RSU or RSA at director’s election), vests after one year. Initial grants for newly appointed directors also ~ $190,000 (three‑year ratable vesting).

Performance Compensation

• Not applicable. Non‑employee director equity is time‑based (RSUs/RSAs) with no performance metrics or TSR/financial conditions for directors’ annual grants.

Other Directorships & Interlocks

Expertise & Qualifications

• Former public‑company CFO and Audit Chair (NightHawk Radiology); expertise in accounting principles, financial reporting, and oversight of the reporting process.
• Multiple executive roles in semiconductors (Sirenza CFO/COO; MACOM COO/CEO); strategic and operational experience.
• Education: B.S. Ohio State; MBA MIT Sloan.

Equity Ownership

Additional alignment and risk controls:

• Hedging policy: Company prohibits directors/officers/employees from engaging in hedging/monetization transactions (e.g., collars, prepaid forwards, equity swaps, exchange funds).
• Pledging: No specific pledging disclosure in proxy; no pledging by Bland disclosed.

Governance Assessment

Strengths

• Independence, strong attendance, and deep finance/audit expertise (former CFO; Audit Chair background) support effective oversight.
• No related‑party transactions disclosed involving Bland; related‑party items (e.g., investor rights with Ocampo affiliates) are reviewed/approved by the Audit Committee under Item 404 practice.
• Director pay structure uses a balanced cash/equity mix; equity vests time‑based and aligns with shareholder returns; increases to cash/committee retainers align with market benchmarking via independent consultant Pearl Meyer (no conflicts identified).
• Positive shareholder sentiment on compensation program (97.5% Say‑on‑Pay approval in 2024) contributes to a constructive governance backdrop.

Watch items / potential investor considerations

• Not currently listed on any standing committee (Audit, Compensation, Nominating & Governance), limiting direct committee‑level influence despite relevant audit/finance experience.
• Prior executive of MACOM (former CEO/COO) may raise perceptions of familiarity risk, though board has affirmatively determined independence under SEC/Nasdaq rules.
• Ownership level is modest (<1%); unvested RSA adds alignment but does not materially change ownership percentage.
• Age and retirement policy: At 76, policy requires directors reaching 78 to tender resignation at term end; monitoring refreshment and succession on the board is prudent.

Committee landscape context

• Current committee chairs: Audit (John Ritchie), Compensation (Geoffrey Ribar), Nominating & Governance (Jihye Whang Rosenband). This distribution centralizes finance oversight with Ritchie; consider whether Bland’s audit background could be leveraged in future committee rotations.