Jihye Whang Rosenband
MACOM Technology Solutions HoldingsAbout Jihye Whang Rosenband
Jihye Whang Rosenband, 48, is an independent director of MACOM Technology Solutions Holdings, Inc. (MTSI) serving since September 2022; she is an Audit Committee member (financial expert) and Chair of the Nominating & Governance Committee . She holds a B.S. and M.Eng. in Electrical Science and Engineering from MIT and an MBA from Stanford, with 20+ years of semiconductor/technology industry experience in advisory, strategy, and engineering roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HPE Aruba Networks | Corporate strategy and development | Oct 2018 – Jan 2021 | Strategy execution, business development |
| RPX Corporation | Corporate strategy and development | Apr 2014 – Sep 2016 | IP strategy, portfolio/transaction analysis |
| MACOM Technology Solutions Inc. | Corporate strategy and development | Mar 2010 – May 2013 | Prior internal strategic role at MACOM |
External Roles
| Organization | Role | Tenure | Interlocks/Exposure |
|---|---|---|---|
| GaAs Labs LLC | Independent advisor (strategic advice/business development) | Since Jun 2017 | Potential linkage: GaAs Labs co‑founder/affiliate Susan Ocampo is an MTSI director and 15.9% beneficial owner |
| Integra Technologies, Inc. | Independent advisor | Since Jun 2017 | None disclosed |
| Altaba Inc. | Independent advisor | Since Jun 2017 | None disclosed |
| Lumileds LLC | Independent advisor | Since Jun 2017 | None disclosed |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee Chair; independent director status affirmed under SEC/Nasdaq rules, with Audit Committee financial expert designation .
- Meeting cadence/attendance: FY2024 board met 7 times; audit 10; compensation 5; nom/gov 5; each director attended at least 75% of aggregate meetings of the board and committees on which they served .
- Board leadership: CEO Stephen Daly is Chair; Peter Chung is Lead Independent Director (LID), providing independent oversight .
- Policies: Prohibitions on hedging/monetization transactions for directors; director overboarding guidelines (≤3 boards for audit members/CEOs; ≤4 otherwise) .
- Audit Committee report lists Rosenband as a member signatory, reflecting active participation in financial oversight .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $86,875 | Quarterly and prorated; policy updated effective Mar 2024 |
| Base annual director retainer | $65,000 | Increased from $50,000 effective Mar 2024 |
| Audit Committee member retainer | $12,500 | Increased from $10,000 effective Mar 2024 |
| Nominating & Governance Committee chair retainer | $15,000 | Increased from $10,000 effective Mar 2024 |
Cash retainers are paid quarterly and prorated for partial quarters; no meeting fees, but expenses reimbursed and optional health coverage eligibility .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (director) | Mar 8, 2024 | 2,138 | $199,860 | Vests in full on Mar 8, 2025 |
| Policy: Annual director equity grant | Various (post-AGM/appointment) | Valued at ≈$190,000 based on trailing 15-day avg price | — | Annual grants vest in 1 year; initial grants for new directors vest over 3 years |
| Unvested RSUs held (as of Sep 27, 2024) | — | 4,122 | — | Scheduled per grant terms |
Director equity awards are time-based (no performance metrics); valuation methodology and vesting schedules per 2021 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in biography |
| Private/other advisory roles | GaAs Labs LLC; Integra Technologies, Inc.; Altaba Inc.; Lumileds LLC (independent advisor) |
| Interlocks/conflicts | Advisory work with GaAs Labs (a communications semiconductor investment fund); MTSI director Susan Ocampo is GaAs Labs VP/Secretary/Treasurer and a 15.9% MTSI beneficial owner—monitor recusal on matters involving GaAs Labs or Ocampo affiliates |
Expertise & Qualifications
- Technical and strategic credentials: MIT B.S./M.Eng in Electrical Science & Engineering; Stanford MBA; 20+ years in semiconductors/technology across advisory, management, engineering .
- Governance/finance: Audit Committee financial expert designation, indicating advanced financial reporting and audit literacy .
- Board diversity: Female; board meets Nasdaq diversity rule with two female members and multiple directors of Asian ethnicity .
Equity Ownership
| Ownership Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 4,228 | Dec 31, 2024 | <1% of outstanding (asterisk denotes <1%) |
| Unvested RSUs (director) | 4,122 | Sep 27, 2024 | Reflects outstanding time-based RSUs |
| Hedging/pledging | Prohibited by policy for directors | — | Aligns interests; reduces monetization risk |
| Director ownership guidelines | Not disclosed for directors; executive officer guidelines exist (CEO 4x salary; CFO 2x; others 1x) | — | No director-specific multiples disclosed |
Governance Assessment
- Strengths: Independent status; dual governance roles (Audit member; Nominating & Governance Chair); Audit Committee financial expert; ≥75% attendance in FY2024; robust anti-hedging; clear overboarding limits; active shareholder engagement with 97.5% say‑on‑pay approval in 2024 indicating constructive governance posture .
- Compensation alignment: Majority of director pay in equity (time-based RSUs), supporting alignment; updated cash retainers market-aligned via Pearl Meyer benchmarking .
- Potential conflicts (RED FLAG to monitor): Advisory nexus to GaAs Labs, where fellow MTSI director/major shareholder Susan Ocampo is an executive; ensure recusals on related party matters and robust Audit Committee oversight of Item 404 transactions (committee reviews and approves related person transactions) .
- Ownership alignment: Personal beneficial ownership is modest relative to outstanding shares; however, ongoing RSU grants and anti-hedging policy improve alignment; absence of disclosed director ownership guidelines is a governance gap versus best practice that often sets minimum holding requirements for directors .