Peter Chung
MACOM Technology Solutions HoldingsAbout Peter Chung
Peter Chung (age 57) has served on MACOM’s board since December 2010 and was appointed Lead Independent Director in November 2023. He is Managing Director and CEO of Summit Partners, L.P. (joined August 1994), and holds an A.B. from Harvard and an MBA from Stanford GSB. His board biography emphasizes strategy, capital markets, and deep semiconductor and communications technology experience, and he currently chairs the compensation committee at A10 Networks, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acacia Communications, Inc. (acquired by Cisco) | Director | Apr 2013 – Mar 2021 | Director during period culminating in sale to Cisco |
| Ubiquiti Inc. | Director | Mar 2010 – Oct 2013 | Director |
| NightHawk Radiology Holdings, Inc. | Director | Mar 2004 – Dec 2010 | Director |
| SeaBright Holdings, Inc. | Director | Oct 2003 – May 2010 | Director |
| Sirenza Microdevices, Inc. | Director | Oct 1999 – Apr 2006 | Director; RF semis domain exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Partners, L.P. | Managing Director and CEO | Joined Aug 1994 – Present | PE leadership; technology investing |
| A10 Networks, Inc. | Director; Chair, Compensation Committee | Current | Chairs compensation committee (governance influence) |
Board Governance
- Roles and independence
- Lead Independent Director since Nov 2023; MACOM’s chair and CEO roles are combined, with Chung providing independent oversight as Lead Independent Director .
- The board determined Chung is independent under SEC/Nasdaq rules; majority of the board and all key committees are independent .
- Committee assignments and leadership
- Compensation Committee member (committee consists of Chung, Ribar (Chair), and Shanmugaraj) .
- Audit Committee (Ritchie, Chair) and Nominating & Governance Committee (Rosenband, Chair) listed for context .
- Attendance and engagement
- In FY2024, each director attended ≥75% of board and committee meetings; board met 7x, audit 10x, compensation 5x, nom/gov 5x; independent directors held executive sessions .
- Shareholder alignment signals
- Say-on-pay support at 2024 annual meeting: 97.5% approval, indicating broad shareholder support for compensation programs overseen in part by the compensation committee .
- Governance policies relevant to conflicts/risks
- Policy prohibits hedging and pledging of company securities by directors and officers; company maintains clawback policies (2018 and Dodd-Frank compliant 2023) .
- Director “overboarding” guideline limits public boards to ≤3 for audit committee members and CEOs, or ≤4 for others, absent board approval .
Fixed Compensation
| Component | Detail | Amount/Structure |
|---|---|---|
| 2024 Cash Fees (actual) | Peter Chung | $100,710 |
| 2024 Equity Grant (grant-date FV, actual) | RSUs for 2024 service | $199,860 |
| 2024 Total Director Compensation (actual) | Cash + Equity | $300,570 |
| Annual RSU grant – shares | Granted Mar 8, 2024 | 2,138 shares |
| Annual RSU grant – vesting | Vests | Mar 8, 2025 (1-year cliff) |
| Policy: Non-employee director retainer | Annual cash retainer | $65,000 (raised from $50,000) |
| Policy: Lead Independent Director retainer | Additional annual cash | $40,000 (introduced in 2024) |
| Policy: Committee member retainers | Audit $12,500; Comp $10,000; N&G $7,500 | For members (excludes chairs) |
| Policy: Committee chair retainers | Audit $25,000; Comp $20,000; N&G $15,000 | Chair additional fees |
| Policy: Board chair retainer | Non-employee chair | $100,000 annual |
| Policy: Annual equity for directors | Value-based RSU/stock | ~$190,000 value; 1-year vest |
Notes:
- MACOM increased director cash and equity retainer levels effective March 2024 (peer alignment and recruitment) .
Performance Compensation
| Metric/Instrument | Measurement Period | Payout Curve/Targeting | 2024 Director Application |
|---|---|---|---|
| Director equity (RSUs) | Time-based | 1-year vest; value-based sizing (~$190k) | Directors receive time-based RSUs; no performance metrics for non-employee director awards |
MACOM’s performance-based equity metrics (Adjusted EPS and rTSR) apply to executives, not to non-employee directors’ annual grants in 2024 .
Other Directorships & Interlocks
| Company | Market Overlap with MACOM | Role/Committee | Potential Interlock Risk |
|---|---|---|---|
| A10 Networks, Inc. | Networking equipment/software; adjacent ecosystem | Director; Chair, Compensation Committee | No disclosed related-party transaction with MTSI; monitor time commitments and any supply/customer ties as part of ongoing diligence |
No MACOM-disclosed related-person transactions involving Peter Chung or Summit Partners in FY2024; the related-person section highlights an investor rights agreement involving Ms. Ocampo and affiliates (a separate shareholder) and audit committee oversight of related-party reviews .
Expertise & Qualifications
- Growth equity leadership (Summit Partners CEO/MD), strategy and capital markets expertise; extensive board experience across semis and networking (Sirenza RF semis; Acacia coherent optics; Ubiquiti networking) .
- Lead Independent Director governance role adds oversight strength while CEO-Chair roles are combined at MACOM .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Peter Chung | 45,512 | <1% (indicated by “*”) | Held for benefit of Summit Partners, L.P.; Summit entities may be deemed beneficial owners; Chung disclaims beneficial ownership except to pecuniary interest |
| Unvested Director RSUs (as of 9/27/24) | 2,138 | — | Unvested RSUs noted for Chung and several directors (2024 annual grant), vest Mar 8, 2025 |
Additional alignment/risk notes:
- Hedging and pledging of MACOM stock are prohibited for directors and officers (reduces misalignment/forced-sale risk) .
Governance Assessment
- Positives
- Lead Independent Director role strengthens independent oversight with CEO-Chair structure; Chung’s capital markets and semiconductor/networking background is relevant to MACOM’s strategy .
- Documented independence and solid attendance; all committees appropriately independent; robust say-on-pay support (97.5%) indicates investor confidence in compensation governance .
- Compensation Committee composition and use of an independent consultant (Pearl Meyer) for director pay, with independence confirmed; updated director fee/equity structure aligns with peers .
- Anti-hedging/anti-pledging and clawback policies lower governance risk and enhance accountability .
- Watch items / potential conflicts
- Summit Partners affiliation: Chung holds MACOM shares/RSUs for Summit Partners’ benefit and disclaims beneficial ownership; while no related-party transactions were disclosed, ongoing monitoring of any Summit-related dealings remains prudent .
- Tenure since 2010: some governance frameworks view very long tenure as a potential independence soft spot; however, MACOM affirms his independence under SEC/Nasdaq standards .
- Time commitments/overboarding: Company policy caps public boards; based on disclosed public boards (MACOM and A10), he appears within limits, but continued monitoring advisable given his CEO role at Summit Partners .
- Overall view
- Governance profile is solid with strong independent structures, active committee service, and investor-endorsed pay practices. The main sensitivities are external affiliations (Summit Partners) and long tenure; mitigants include formal independence determinations, policy protections (no hedging/pledging), and absence of disclosed related-party transactions involving Chung in FY2024 .