Geoffrey Ribar

About Geoffrey Ribar

Independent director since March 2017; age 66; former Senior Vice President and CFO of Cadence Design Systems (2010–2017) and senior advisor until retirement in March 2018. Holds a B.S. in chemistry and an MBA from the University of Michigan; provides financial/accounting expertise and semiconductor industry experience to MTSI’s board .

Past Roles

External Roles

Board Governance

• Committee roles: Chair of the Compensation Committee; member of Audit Committee; board has Audit, Compensation, and Nominating & Governance committees .
• Financial expert and independence: Board determined Ribar is independent under SEC/Nasdaq rules; designated an audit committee financial expert along with Ritchie and Rosenband .
• Attendance and engagement: In FY2024, board held 7 meetings; audit 10; compensation 5; nominating & governance 5. Each director attended ≥75% of aggregate board and committee meetings; 4 directors attended the 2024 annual meeting .
• Leadership and oversight context: CEO Stephen Daly serves as Board Chair; Peter Chung is Lead Independent Director; committees oversee risk (Audit—financial/cyber; Compensation—comp plans risk; N&G—governance/ESG) .
• Policies: Prohibition on hedging and pledging of company stock for directors and officers; director retirement at age 78; overboarding guidelines cap at 3 public boards for audit committee members/CEOs or 4 for others without prior board approval .

Fixed Compensation

Performance Compensation

• Program design: Non-employee directors receive annual equity awards valued at approximately $190,000, based on trailing 15-day average share price; time-based vesting; no performance metrics tied to director equity awards .
• FY2024 total director compensation mix for Ribar: Cash $91,875; Stock awards (RSUs) $199,860; Total $291,735 .

Other Directorships & Interlocks

• Current public boards: Everspin Technologies, Inc.; Acacia Research Corporation .
• Prior public board: Aquantia Corp. (2017–2019; acquired by Marvell in 2019) .
• Potential conflicts/interlocks: Proxy discloses related party transactions only around investor rights with Ocampo affiliates; no related-party transactions identified involving Ribar. Audit Committee reviews related person transactions under Item 404 and approved/ratified those disclosed; company lacks a formal written policy but follows committee review practice .

Expertise & Qualifications

• Financial/accounting expertise; designated audit committee financial expert; extensive CFO background across multiple semiconductor companies .
• Education: B.S. in chemistry; MBA, University of Michigan .
• Industry experience: Semiconductor finance, M&A, investor relations .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging and pledging by directors/officers—alignment with shareholder interests .
• Ownership guidelines: Executive officer stock ownership guidelines disclosed; no specific director stock ownership guideline disclosed in proxy .

Governance Assessment

• Strengths and positive signals:
  • Independent director; Compensation Committee Chair; Audit Committee member and SEC-defined financial expert—supports board effectiveness on pay and financial oversight .
  • Attendance met ≥75% threshold; board and committees met regularly; independent director executive sessions held—indicates engagement .
  • Director compensation structure updated using independent consultant (Pearl Meyer) benchmarking; say-on-pay support at 97.5%—suggests alignment and investor confidence .
  • Prohibitions on hedging/pledging; clawback policies; overboarding limits—robust governance framework overseen by committees including those chaired/served by Ribar .
• Watch items and potential risks:
  • Overboarding cap: Ribar serves on three public company boards (MTSI, Everspin, Acacia Research), which is at the company’s limit for audit committee members—acceptable but at cap; monitor time demands .
  • No formal written related-party transaction policy (committee review in practice)—process relies on Audit Committee oversight; no Ribar-specific exposures disclosed .
• Compensation mix and alignment:
  • Director pay balanced toward equity (time-based RSUs); no performance conditions for directors, consistent with market practice; total FY2024 compensation $291,735 with majority in stock—supports ownership alignment .

Director Compensation (FY2024)

Committee Assignments

Performance Compensation Metrics (Directors)

Related-Party Exposure

• Review framework: Audit Committee reviews and approves/ratifies related person transactions per Item 404; company uses committee oversight (no separate formal written policy) .
• Transactions disclosed: Investor Rights Agreement involving Ocampo affiliates with registration rights; no related-party transactions disclosed involving Ribar .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: 97.5% support—strong endorsement of compensation programs overseen by the Compensation Committee chaired by Ribar .

Board Meeting Activity (FY2024)

Notes on Policies

• Hedging/Pledging: Prohibited for directors/officers .
• Retirement: Mandatory resignation tender at age 78 at end of term .
• Overboarding: Caps—3 boards for audit committee members/CEOs; 4 for others without prior board approval .