Raj Shanmugaraj
MACOM Technology Solutions HoldingsAbout Raj Shanmugaraj
Independent director since January 2024; age 67 as of the 2025 proxy record date . Background spans optical networking and telecom leadership, including CEO tenure at Acacia (acquired by Cisco) and senior roles at Cisco and Alcatel‑Lucent . Education: M.S. Electrical & Computer Engineering (University of Iowa) and B.E. (Honors) Electronics & Communications (NIT Trichy) . Current term is unclassified and standing for election to a one‑year term ending at the 2026 annual meeting; independence affirmed under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco (Coherent Products & Components Group) | SVP & GM | Mar 2021 – Feb 2024 | Led coherent optics product/business; strategic perspective for board |
| Acacia Communications | President & CEO; Board Member | Feb 2010 – Mar 2021 | Led company through growth and acquisition by Cisco; board governance experience |
| Alcatel‑Lucent USA (Optical Networking Division) | VP, Business Development | Jan 2002 – Jan 2010 | Optical networking BD; industry relationships |
| Astral Point Communications | Founder & CEO | Sep 1998 – Jan 2002 | Built metro optical systems developer; entrepreneurial operating experience |
External Roles
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Acacia Communications | Director | Prior | Served on board during CEO tenure; company later acquired by Cisco |
| Other current public boards | — | None disclosed | No current public company directorships disclosed in proxy |
Board Governance
- Independence: Determined independent (SEC/Nasdaq); board majority independent .
- Committees: Member, Compensation Committee (Chair: Geoffrey Ribar) ; Member, Nominating & Governance Committee (Chair: Jihye Whang Rosenband) .
- Attendance: All directors attended at least 75% of aggregate board/committee meetings in FY2024; Board met 7x, Audit 10x, Compensation 5x, Nominating 5x .
- Leadership: Chair & CEO combined (Stephen Daly) with Lead Independent Director (Peter Chung) .
- Executive sessions: Independent directors met separately from time to time .
- Governance enhancements: Board declassification approved; appointment of independent directors (including Raj) in Jan 2024 responding to investor outreach .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Committee memberships | Compensation (member) ; Nominating & Governance (member) |
| Chair roles | None (Comp Chair: Ribar; N&G Chair: Rosenband) |
| Attendance FY2024 | ≥75% of board and committee meetings for all directors |
| Term/election | Standing for election to 2026 annual meeting (one‑year term) |
| Lead Independent Director | Peter Chung |
| Overboarding guideline | Max 3 boards for audit members/CEOs; Max 4 otherwise (without prior approval) |
| Retirement guideline | Resignation at age 78 at end of term |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited for directors/officers |
Fixed Compensation
| Component | Policy Level (effective Mar 2024) | Raj FY2024 Actual |
|---|---|---|
| Annual cash retainer | $65,000 | $76,980 (includes committee retainers; prorated from Jan 4, 2024) |
| Lead Independent Director retainer | +$40,000 (not applicable) | — |
| Audit Committee member | +$12,500 (not applicable) | — |
| Compensation Committee member | +$10,000 | Included in actual |
| Nominating & Governance member | +$7,500 | Included in actual |
| Committee chair fees | Audit +$25,000; Comp +$20,000; N&G +$15,000 (not applicable) | — |
| Meeting fees | None; quarterly installment payment; reimburse expenses | Reimbursement eligible |
| Health plan eligibility | Eligible for coverage | Eligible |
Performance Compensation
Director equity is time‑based RSUs; no director‑specific performance metrics are disclosed. As a Compensation Committee member, Raj oversees executive pay programs with clear performance linkage:
| Executive STIP Metric Table (Company‑wide) | Threshold Adjusted OI ($mm) | Target ($mm) | Max ($mm) | Actual ($mm) | Payout % of Target |
|---|---|---|---|---|---|
| FY2024 H1 | 80.4 | 93.0 | 108.0 | 80.9 | 4% |
| FY2024 H2 | 98.6 | 104.6 | 122.6 | 98.0 | 0% |
| Executive PSU Metrics | Period | Threshold | Target | Upside | Max | Actual | Earned |
|---|---|---|---|---|---|---|---|
| Adjusted EPS PSUs (2022 grant) | FY2022–FY2024 | 5% | 10% | 20% | 30% | 6% | 60% |
| Adjusted EPS PSUs (2023 grant) | FY2023–FY2024 | 5% | 10% | 20% | 30% | Decrease FY2024 | Forfeited |
| Adjusted EPS PSUs (2024 grant) | FY2024 Tranche | 2.5% | 10% | 15% | 20% | Decrease FY2024 | Forfeited |
| rTSR PSUs (2022 grant vs PHLX Index) | FY2022–FY2024 | >25th–≤50th pct (50–100%) | >50th–≤75th (100–200%) | — | 200% | 88th pct | 200% |
Implications: The committee used two six‑month adjusted operating income windows to align payouts to cyclical conditions, producing de‑minimis FY2024 bonuses; rTSR PSUs paid at max for FY2022–FY2024, reinforcing long‑term alignment even as Adjusted EPS tranches were forfeited on weaker FY2024 performance .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock |
|---|---|---|
| Cisco | Former SVP & GM; acquirer of Acacia | No related‑party transactions disclosed with Cisco; low direct conflict signal |
| GaAs Labs / Sirenza networks (board composition context) | MACOM board includes significant shareholder affiliates (Ocampo) | Audit committee reviews related person transactions; IRA registration rights with Ocampo affiliates; none implicate Raj |
Expertise & Qualifications
- Optical/coherent communications leadership; CEO experience; M&A integration through Cisco’s acquisition of Acacia .
- Technical degrees; long runway in telecom hardware; aligns with MACOM’s RF/optics strategy .
- Committee oversight experience on compensation and governance; investor outreach feedback integrated (declassification, Lead Independent Director) .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficial shares owned (Dec 31, 2024) | 692 shares; <1% of outstanding |
| Unvested director RSUs held (Sep 27, 2024) | 4,215 shares |
| Shares pledged | Pledging prohibited for directors/officers per policy |
| Hedging | Hedging prohibited |
Insider Transactions (Director Equity Grants)
| Date | Instrument | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Jan 5, 2024 | Initial RSU | 2,077 | 3 equal annual installments on Feb 15, 2025/2026/2027 | Included in FY2024 Stock Awards total $369,821 |
| Mar 8, 2024 | Annual RSU | 2,138 | Vests in full on Mar 8, 2025 | Included in FY2024 Stock Awards total $369,821 |
Director Compensation Summary (FY2024)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 76,980 |
| Stock awards (RSUs) | 369,821 |
| Total | 446,801 |
Governance Assessment
- Strengths: Independence; active roles on Compensation and Nominating & Governance committees; solid attendance; strong technical/CEO background for an optics‑heavy strategy . Pay‑for‑performance oversight evident via tightened targets and forfeitures in FY2024 STIP/EPS PSUs, while rTSR alignment paid at max for FY2022–FY2024 .
- Alignment: Director equity grants (initial + annual) create skin‑in‑the‑game; hedging/pledging prohibitions support alignment despite small current beneficial holdings typical for new directors .
- Conflicts/Related Party: No related‑party transactions involving Raj disclosed; audit committee reviews related‑party matters; IRA exists with Ocampo affiliates but not tied to Raj . Board declassification and Lead Independent Director appointment were investor‑driven governance enhancements .
- Risk Indicators: No legal or SEC proceedings noted for Raj; director retirement limit at 78; overboarding guardrails reduce distraction risk . Say‑on‑pay support at 97.5% in 2024 indicates investor confidence in compensation governance he helps oversee .