Robert Dennehy
MACOM Technology Solutions HoldingsAbout Robert Dennehy
Robert Dennehy (age 51) is Senior Vice President, Operations at MACOM Technology Solutions, serving in this role since October 2013; he previously was Vice President, Operations (March 2011–October 2013) and Managing Director of MACOM’s Cork, Ireland subsidiary (2006–March 2011) . He holds an Associate’s degree in Electronic Engineering and a Diploma in Business Administration from Henley Business School, London . Company performance context during his tenure includes cumulative TSR of $329.94 on a $100 fixed investment by FY2024 vs $234.89 for the PHLX Semiconductor peer index, net income of $76.859 million in FY2024, and FY2024 Adjusted EPS of $2.56; Adjusted EPS declined in FY2024, causing forfeiture of certain EPS-linked awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MACOM Technology Solutions | Senior Vice President, Operations | Oct 2013–present | — |
| MACOM Technology Solutions | Vice President, Operations | Mar 2011–Oct 2013 | — |
| MACOM Technology Solutions (Cork, Ireland subsidiary) | Managing Director | 2006–Mar 2011 | — |
External Roles
No external public-company directorships or outside roles are listed in Mr. Dennehy’s executive officer biography in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Maximum Bonus (% of Base) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| FY2024 | 430,000 | 60% | 120% | 5,160 |
| FY2023 | 414,000 | 55% | — | 31,878 |
| FY2022 | 400,000 | — | — | 303,600 |
Performance Compensation
Short-Term Cash Incentives (Program Mechanics and Outcomes)
- Metric: Non-GAAP adjusted operating income; two six-month periods per fiscal year with threshold/target/maximum goals; executive bonuses capped at 200% of target .
- FY2024 outcomes: First-half payout at 4% of half-year target; second-half payout 0%; aggregate FY2024 payout equaled 2% of annual target for each named executive officer, yielding $5,160 for Mr. Dennehy .
| Period | Threshold Adjusted Op. Inc. ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | % of Target Earned |
|---|---|---|---|---|---|
| FY2024 H1 | 80.4 | 93.0 | 108.0 | 80.9 | 4% |
| FY2024 H2 | 98.6 | 104.6 | 122.6 | 98.0 | 0% |
| FY2024 Aggregate | — | — | — | — | 2% of annual target |
| Executive | Annual Target Cash Incentive ($) | FY2024 Cash Incentive Paid ($) |
|---|---|---|
| Robert Dennehy | 258,000 | 5,160 |
Performance-Based Equity (PSUs) – Adjusted EPS Growth
- 2024 grant sized at 4,781 target PSUs for Mr. Dennehy; three tranches with performance thresholds at 2.5% (50% payout), 10% (100%), 15% (200%), and 20% (300%) Adjusted EPS growth; straight-line interpolation; FY2024 goals were reduced vs prior years to align with peers .
- FY2024 single-year tranche: forfeited due to Adjusted EPS decline .
- FY2023–2024 tranche (from prior grants): forfeited at November 7, 2024 .
- FY2022–2024 tranche: achieved 6% Adjusted EPS growth and paid at 60%; Mr. Dennehy’s earned shares from the 2021 grant tranche were 913 .
| Grant Year | Performance Period | Target PSUs (Dennehy) | Performance | Payout | Vesting Timing |
|---|---|---|---|---|---|
| 2024 | FY2024 | 4,781 | Adjusted EPS decreased | 0% (forfeited) | — |
| 2023 | FY2023–2024 | Prior grant | Not achieved | 0% (forfeited) | — |
| 2022 | FY2022–2024 | Prior grant | 6% Adjusted EPS growth | 60% payout | Vested Nov 7, 2024; 913 shares (actual) |
Performance-Based Equity (PSUs) – Relative TSR (rTSR)
- 2024 grant sized at 11,719 target PSUs for Mr. Dennehy, measured vs PHLX Semiconductor Index constituents over FY2024–FY2026; payout 0% if ≤25th percentile, 50–100% if >25th–≤50th, 100–200% if >50th–≤75th, and 200% at >75th percentile; linear interpolation .
- 2022 grant (FY2022–FY2024 performance period): achieved rTSR at 88th percentile and paid at 200% of target; for Mr. Dennehy, 24,546 shares were earned and vested on Nov 7, 2024 (reported at actual performance) .
| Grant Year | Performance Period | Target PSUs (Dennehy) | Actual rTSR Rank | Payout | Vesting Timing |
|---|---|---|---|---|---|
| 2024 | FY2024–FY2026 | 11,719 | Ongoing | 0–200% schedule | If earned, vests Nov 2026 |
| 2022 | FY2022–FY2024 | Prior grant | 88% | 200% | Vested Nov 7, 2024; 24,546 shares (actual) |
Time-Based RSUs (Retention)
- 2024 time-based RSUs: 3,187 for Mr. Dennehy; vest in equal annual installments on Nov 8, 2024, Nov 8, 2025, and Nov 8, 2026, subject to continued service .
| Grant Date | RSUs (Dennehy) | Vesting Schedule |
|---|---|---|
| Nov 8, 2023 | 3,187 | 1/3 on Nov 8, 2024; 1/3 on Nov 8, 2025; 1/3 on Nov 8, 2026 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Robert Dennehy | 18,568 | <1% (asterisk in table) |
- Policy prohibits hedging and pledging of Company stock by directors and officers, improving alignment and reducing pledging risk .
- Executive stock ownership guidelines require at least 1x base salary for other executive officers; executives must comply within 48 months of designation, and as of Sept 27, 2024 all NEOs were either compliant or within phase-in .
2024 Vested and Outstanding Awards Snapshot
| Category | Shares | Notes |
|---|---|---|
| Stock awards vested in FY2024 | 13,301 | Value realized $961,651 |
| Market-based PSUs earned (FY2022–FY2024) | 24,546 | rTSR at 200% payout; vested Nov 7, 2024 |
| Adjusted EPS PSUs earned (FY2022–FY2024) | 913 | 60% payout; vested Nov 7, 2024 |
| 2023–2025 rTSR PSUs (unearned potential) | 30,788 | Assumed at 200% maximum for table display; eligible to vest Nov 2025 if earned |
| 2024–2026 rTSR PSUs (unearned potential) | 23,438 | Assumed at 200% maximum for table display; eligible to vest Nov 2026 if earned |
| 2023–2025 EPS PSUs (remaining tranche assumption) | 955 | Assumed at threshold 50% for table display; eligible to vest Nov 2025 if earned |
| 2024–2025 and 2024–2026 EPS PSUs (remaining tranches assumption) | 1,594 | Assumed at threshold 50% for table display; eligible to vest Nov 2025/Nov 2026 if earned |
| Time-based RSUs unvested | 3,187 | Vesting Nov 8, 2024/2025/2026 |
| Employee stock options (exercisable) | — | None disclosed for Mr. Dennehy; options shown for another NEO (Hwang) |
Employment Terms
| Item | Detail |
|---|---|
| Employment Agreement | Effective Oct 1, 2013; SVP, Operations |
| Base Salary (FY2024) | $430,000 |
| Short-Term Cash Incentive Opportunity (FY2024) | Target 60% of base; maximum 120% of base |
| Restrictive Covenants | Confidentiality and invention assignment; non-solicitation of employees/consultants/customers/vendors during employment and for 12 months post-termination |
| Clawbacks | 2018 policy for VP+ covers incentive pay linked to restated results if employee conduct materially contributed to restatement; 2023 Dodd-Frank compliant policy mandates recovery of incentive comp based on restated financials for Section 16 officers |
| Hedging/Pledging | Prohibited for directors, officers, employees, and consultants (e.g., collars, forwards, swaps) |
| Stock Ownership Guidelines | Other executive officers: ≥1x base salary; compliance or phase-in status achieved by all NEOs as of Sept 27, 2024 |
| Say-on-Pay | 97.5% approval at 2024 annual meeting |
Change-in-Control (CIC) Economics (Plan Participation)
| Scenario (Illustrative as of Sept 27, 2024) | Severance ($) | Health Benefits ($) | Equity Acceleration ($) | Excise Tax ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination w/o cause or resignation for good reason within 3 months before or 24 months after CIC | 946,000 | 33,600 | 11,490,909 | — | 12,470,509 |
- CIC Plan: Lump-sum equal to the sum of base salary + target annual bonus; prorated bonus; lump-sum for medical/dental/vision continuation for 12 months grossed up for taxes; full vesting of all outstanding equity awards; performance awards deemed earned at maximum immediately prior to CIC but vest at end of performance/service periods unless qualifying termination occurs .
- Note: Excise tax gross-up applies to pre-2022 participants if excise tax is triggered; the illustrative table shows no excise tax amount for Mr. Dennehy under stated assumptions .
Investment Implications
- Pay-for-performance alignment: Dennehy’s FY2024 long-term equity award was ~84% performance-based (Adjusted EPS and rTSR PSUs), with only ~16% time-based RSUs, aligning compensation with multi-year outcomes .
- Execution scorecard: rTSR outperformed peers over FY2022–FY2024 (88th percentile), yielding 200% PSU payout and significant vested shares; however, Adjusted EPS declined in FY2024, causing forfeiture of near-term EPS-linked tranches and a minimal cash bonus (2% of annual target, $5,160), tempering realized cash comp and signaling emphasis on profitable growth over the cycle .
- Retention risk vs selling pressure: Substantial unearned PSU blocks are scheduled to vest contingent on FY2023–FY2025 and FY2024–FY2026 performance (e.g., 30,788 and 23,438 rTSR PSUs shown on a maximum basis for table display), plus remaining EPS PSU tranches and time-based RSUs, creating retention hooks; hedging/pledging prohibitions reduce alignment risk and limit collateral-pledge red flags .
- Governance and shareholder support: Strong 2024 say-on-pay approval (97.5%) and robust clawback/anti-hedging policies underpin compensation governance; ownership guidelines (≥1x salary) with compliance/phase-in status bolster skin-in-the-game expectations, though Dennehy’s beneficial holdings are <1% of outstanding shares (18,568 shares), indicating moderate personal exposure .