John Ritchie

About John Ritchie

John Ritchie, 59, is an independent director of MACOM (MTSI) and has served on the board since March 2021; he is currently Chief Financial Officer of Red Canary, Inc. (private) and holds a B.S. in business administration from San Jose State University . The board has determined he is independent under SEC and Nasdaq standards; during FY2024 every director met at least the 75% attendance threshold for board and committee meetings . He is designated an “audit committee financial expert” by the board, reflecting deep finance and reporting expertise .

Past Roles

External Roles

Board Governance

• Committees and roles:
  • Audit Committee: Chair; members Ribar, Ritchie, Rosenband. The audit committee oversees financial reporting, internal controls, auditor independence, legal/regulatory compliance, and information security/cybersecurity; it also reviews related-person transactions (Item 404) .
  • Nominating & Governance Committee: Member; committee consists of Ritchie, Shanmugaraj, Rosenband (Chair) .
  • Compensation Committee: Not a member (committee consists of Chung, Ribar, Shanmugaraj) .
• Independence and attendance:
  • Independent under SEC/Nasdaq; majority of the board is independent. All directors met at least 75% attendance of board/committee meetings in FY2024 .
• Leadership and structure:
  • Chair of the Board is CEO Stephen Daly; Peter Chung is Lead Independent Director (appointed Nov 2023) .
  • Board declassification approved; moving to annual elections, with Ritchie nominated for a one‑year term through the 2026 annual meeting (unclassified) .
• Audit Committee report is signed by John Ritchie (Chair), evidencing active leadership and oversight .

Fixed Compensation (Director)

Director cash retainer policy (effective March 2024):

• $65,000 annual base cash retainer per non‑employee director .
• Additional retainers: Lead Independent Director $40,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating & Governance Chair $15,000; Audit member $12,500; Compensation member $10,000; Nominating & Governance member $7,500; Board Chair (non‑employee) $100,000 .

Performance Compensation (Director Equity)

• Annual director equity is designed to approximate $190,000 in value, granted as RSUs (or at a director’s election, restricted stock), with one-year vesting; amount increased from $160,000 starting in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Designated audit committee financial expert; extensive experience with accounting principles, financial reporting, and oversight of financial controls and compliance .
• Senior finance operator (multiple public and private CFO roles) with M&A execution experience across technology, networking, and software businesses .
• Education: B.S. in business administration, San Jose State University .

Equity Ownership

• Hedging/Pledging: Company policy prohibits directors from entering into hedging or monetization transactions, and broader policies prohibit hedging and pledging by directors and officers, aligning interests with shareholders .

Governance Assessment

• Strengths:

  • Independent director; chairs Audit Committee and is an audit committee financial expert—strong signal for financial reporting and risk oversight, including cybersecurity oversight within the audit charter .
  • Attendance: All directors met the 75%+ meeting attendance threshold in FY2024 .
  • Shareholder-aligned governance: Board declassification approved; Lead Independent Director role established; say‑on‑pay passed with 97.5% support in 2024; active investor outreach disclosed .
  • No related‑party transactions disclosed involving Ritchie; audit committee reviews any such transactions per policy .
  • Director compensation structure leans toward equity (annual RSUs) with clear, market‑benchmarked cash retainers following an independent consultant review (Pearl Meyer) .

• Watch items:

  • Healthcare benefits are available to non‑employee directors (minor optics consideration) .
  • Historical network tie: Both Ritchie and Lead Independent Director Peter Chung previously served on Acacia’s board; not a conflict, but a board network linkage to note for information flow and perspective homogeneity considerations .
  • Director stock ownership guidelines (for directors specifically) are not disclosed in the proxy (executive officer guidelines are disclosed); monitor for future adoption or disclosure to strengthen alignment optics .

• RED FLAGS: None disclosed specific to Ritchie (no attendance shortfall, no related‑party transactions, no hedging/pledging permitted, no overboarding concerns) .