John Kober
MACOM Technology Solutions HoldingsAbout John Kober
Senior Vice President and Chief Financial Officer of MACOM Technology Solutions (since May 2019), age 55. Prior roles include MACOM VP Finance/Corporate Controller (2015–2019) and CIRCOR International VP Corporate Controller & Treasurer (2005–2015); B.S.B.A. in Accounting (University of Rhode Island) and MBA in Finance (Seton Hall) . MACOM’s recent pay-versus-performance shows strong TSR and use of Adjusted EPS/Adjusted Operating Income in incentive plans: cumulative TSR value of a $100 initial investment reached $329.94 in FY2024, with peer TSR at $234.89 . Stock ownership guidelines require CFOs to hold 2x base salary in shares; all NEOs are in compliance or within the phase-in period .
Company performance overview:
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (TTM) |
|---|---|---|---|---|
| Revenues ($USD) | $675,170,000* | $648,407,000* | $729,578,000* | $967,258,000* |
| EBITDA ($USD) | $189,903,000* | $168,653,000* | $148,615,000* | $193,047,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MACOM Technology Solutions | VP Finance, Corporate Controller | 2015–2019 | Built controllership and finance processes ahead of promotion to CFO |
| CIRCOR International | VP Corporate Controller & Treasurer | 2005–2015 | Led controllership/treasury for multi-industry manufacturer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external board roles disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $475,000 | $500,000 | $520,000 |
| Target Bonus (% of Salary) | — | 80% | 85% |
| Actual Cash Incentive Paid ($) | $524,400 | $56,000 | $8,840 |
Notes:
- FY2024 short-term cash incentives use two six-month performance periods tied to non-GAAP Adjusted Operating Income; 1H payout at 4% of first-half target; no 2H payout; aggregate FY2024 earned 2% of annual target .
Performance Compensation
Equity mix: ~81% performance-based PSUs and ~19% time-based RSUs at target for Kober in FY2024 .
| Incentive Type | Metric | Weighting | Target(s) | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PSUs (Adjusted EPS) | Adjusted EPS growth (non-GAAP) | ~81% of total equity at target | Tranches with Threshold 2.5%, Target 10%, Upside 15%, Max 20% (FY2024; multi-year tranches use CAGR) | FY2024 Adjusted EPS decreased; FY2024 tranche forfeited; FY2022–2024 tranche earned at 60% | 0% for FY2024 tranche; 60% for FY2022–2024 tranche | Settles after results announcement; forfeited tranches do not retest |
| PSUs (rTSR) | Relative TSR vs PHLX Semiconductor Index constituents | Included in ~81% PSUs | >25% and ≤50%: 50–100%; >50% and ≤75%: 100–200%; >75%: 200% | FY2022–2024 rTSR rank 88% | Earned 200% of target | FY2024 grant: 3-year period 9/30/2023–10/2/2026 |
| RSUs (time-based) | Service-based | ~19% of total equity at target | — | — | — | 3-year vesting; FY2024 grant vests 11/8/2024, 11/8/2025, 11/8/2026 |
FY2024 grants (Kober):
| Grant Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| rTSR PSUs | 11/8/2023 | 14,172 | $1,259,607 |
| Adjusted EPS PSUs | 11/8/2023 | 7,865 | $574,224 |
| RSUs | 11/8/2023 | 5,243 | $382,791 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 41,507 shares (less than 1%) |
| Shares outstanding (basis for % calc) | 74,308,815 |
| Ownership as % of shares outstanding | ~0.056% |
| Unvested/Outstanding awards (as of 9/27/2024) | rTSR PSUs 28,344 target (reported at max for future periods) ; Adjusted EPS PSUs 1,310 (FY2024 tranche at threshold, forfeited) and 2,622 remaining tranches at threshold ; RSUs 5,243 |
| Market value of unvested/outstanding equity | rTSR PSUs $3,160,923; Adjusted EPS PSUs $146,091 and $292,405; RSUs $584,699 (all at $111.52/share closing price on 9/27/2024) |
| Options | None disclosed for Kober outstanding (as of 9/27/2024) |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and officers |
| Ownership guidelines | CFO required 2x base salary; compliance or within phase-in as of 9/27/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Start date and tenure | CFO since May 23, 2019 |
| Contract type | Promotion letter (not a full employment agreement) |
| Cash incentive program | Two six-month periods; metric is non-GAAP Adjusted Operating Income; payouts capped at 200% of target |
| Severance (non-CIC) | Not disclosed for Kober; only CEO has non-CIC severance agreement |
| Change-in-control (CIC) | 1.5x base salary + target annual bonus lump sum; prorated bonus; 18 months health benefits (grossed-up for taxes); full vesting of all outstanding equity; excise tax gross-up applies to participants pre-1/1/2022 (Kober qualifies) |
| CIC illustrative payout (as of 9/27/2024) | Severance $1,885,000; Health benefits $63,000; Equity acceleration $16,632,539; Excise tax $9,642,598; Total $28,223,137 |
| Restrictive covenants | Confidentiality & invention assignment; non-solicitation of employees/customers/partners/vendors during employment and for 12 months post-termination |
| Clawbacks | 2018 policy (VP+ level) for misconduct-related restatements; 2023 Dodd-Frank compliant policy for Section 16 officers covering incentive-based compensation on restatement |
Investment Implications
- Pay-for-performance alignment: Kober’s equity is predominantly performance-based (≈81%), with metrics tied to Adjusted EPS and rTSR versus PHLX Semiconductor peers; FY2022–2024 rTSR PSUs paid at maximum (200%) on an 88% percentile rank, while certain Adjusted EPS tranches were forfeited due to FY2024 performance decline—demonstrating balanced upside/downside sensitivity .
- Retention and potential overhang: Significant CIC economics including full equity acceleration and a 1.5x salary+bonus multiple (plus tax gross-up) could mitigate near-term retention risk, but may create selling pressure at vest/settlement if performance cycles pay out at high levels .
- Ownership alignment: Beneficial ownership is modest (~0.056%) but subject to strict anti-hedging/pledging policies and 2x-salary ownership guidelines; NEOs are compliant or within phase-in, and say-on-pay support was strong (97.5% in 2024), indicating shareholder acceptance of the program design .
- Execution risk: Short-term bonuses are tightly linked to Adjusted Operating Income with tough thresholds—FY2024 payouts were de minimis (2% of annual target)—which heightens sensitivity to cyclical semiconductor demand and underscores operational execution requirements amid industry volatility .