Thomas Hwang
MACOM Technology Solutions HoldingsAbout Thomas Hwang
Donghyun Thomas Hwang (age 61) is Senior Vice President, Global Sales at MACOM Technology Solutions, serving in this role since January 2015; he holds a B.S. and M.S. in Electrical Engineering from Lehigh University . Company performance relevant to incentive alignment: cumulative TSR on a fixed $100 investment reached $329.94 in FY2024, with net income of $76.9 million and Adjusted EPS of $2.56, metrics that anchor PSU and rTSR awards used in his pay mix . The compensation program links short‑term cash incentives to non‑GAAP adjusted operating income and long‑term equity to multi‑year Adjusted EPS growth and rTSR vs the PHLX Semiconductor Index, reinforcing pay‑for‑performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MACOM Technology Solutions | Senior Vice President, Global Sales | Jan 2015 – present | Executive officer overseeing global sales organization |
| Hittite Microwave Corporation | Vice President, Worldwide Sales | Jan 2010 – Oct 2013 | Led worldwide sales; semiconductor RF/MMW supplier |
| Hittite Microwave Corporation | Vice President, Asia-Pacific Sales | Nov 2013 – Jul 2014 | Led APAC sales |
| Analog Devices (post-acquisition of Hittite) | Director, Asia-Pacific Sales | Jul 2014 – Aug 2014 | Continued APAC sales leadership post‑acquisition |
External Roles
| Organization | Role | Years |
|---|---|---|
| Lehigh University | B.S., Electrical Engineering; M.S., Electrical Engineering | — |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | 414,000 | 430,000 |
| Target Cash Incentive (% of Base) | 55% | 60% |
| Non‑Equity Incentive Paid ($) | 31,878 | 5,160 |
Performance Compensation
Short‑Term Cash Incentives – FY2024 Program Design and Outcomes
| Period | Threshold AOI ($mm) | Target AOI ($mm) | Maximum AOI ($mm) | Actual AOI ($mm) | Payout (% of half‑year target) |
|---|---|---|---|---|---|
| H1 FY2024 | 80.4 | 93.0 | 108.0 | 80.9 | 4% |
| H2 FY2024 | 98.6 | 104.6 | 122.6 | 98.0 | 0% |
- Metric: non‑GAAP adjusted operating income; bonuses capped at 200% of target; aggregate FY2024 payout equaled 2% of target for each NEO .
Long‑Term Equity Incentives – FY2024 Grants (11/8/2023)
| Award Type | Target Shares | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|
| rTSR PSUs | 11,719 | 1,041,585 | Earned over FY2024–FY2026 vs PHLX Semiconductor Index; 0–200% payout; vests Nov 2026 if earned |
| Adjusted EPS PSUs | 4,781 | 349,061 | Three tranches over FY2024/FY2024–25/FY2024–26; 0–300% payout; vest after performance announcements |
| Time‑based RSUs | 3,187 | 232,683 | Vests in equal annual installments on Nov 8, 2024/2025/2026 |
- Equity mix: for NEOs other than CEO/CFO, ~16% time‑based RSUs and ~84% PSUs at target level .
PSU Performance Curves and FY2024 Results
| PSU Metric | Performance Period | Threshold | Target | Upside | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EPS PSUs (FY2024 grant – Tranche 1) | FY2024 | 2.5% | 10% | 15% | 20% | Decrease in FY2024 | Forfeited |
| Adjusted EPS PSUs (FY2022 grant – Tranche including FY2022–FY2024) | FY2022–FY2024 | 5% | 10% | 20% | 30% | 6% | 60% of target |
| rTSR PSUs (FY2022 grant) | FY2022–FY2024 | >25%≤50% | >50%≤75% | — | >75% | 88% percentile | 200% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 45,101 shares; <1% of outstanding (74,308,815 shares as of 12/31/2024) |
| Stock ownership guidelines | Executive officers must hold ≥1x base salary; compliance or within phase‑in as of 9/27/2024 |
| Hedging/pledging | Directors and officers prohibited from hedging/pledging company stock |
| Options – exercisable | 5,000 @ $16.06; expires 11/6/2025 |
| Options – exercised FY2024 | 10,000 shares exercised; value realized $787,700 |
Outstanding Equity Awards at FY2024 Year‑End (as disclosed)
| Award Type | Shares |
|---|---|
| Unvested RSUs (time‑based) | 3,187 |
| rTSR PSUs (FY2024–FY2026, unearned; shown at 200% assumption) | 23,438 |
| Adjusted EPS PSUs (FY2024–FY2025 and FY2024–FY2026, unearned; shown at 50% assumption) | 1,594 |
| Note: FY2024 Adjusted EPS PSUs Tranche 1 (FY2024 single‑year) | 796 – forfeited |
| rTSR PSUs (FY2022–FY2024 cycle) | Earned at 200% and vested 11/7/2024 (company‑level disclosure) |
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | SVP, Global Sales since Jan 2015 |
| Employment agreement | Effective Aug 15, 2014 |
| Target bonus opportunity | 60% of base in FY2024; max 120% |
| Change‑in‑Control (CIC) plan | Double trigger within 3 months before or 2 years after CIC; cash severance equals base + target bonus plus prorated target bonus; lump‑sum health benefit gross‑up; full vesting of outstanding equity; excise tax gross‑up applies to participants pre‑1/1/2022 |
| CIC illustrative amounts (as of 9/27/2024) | Severance $946,000; Health $33,600; Equity vesting value $11,490,909; Excise tax estimate $5,840,883; Total $18,311,392 |
| Restrictive covenants | 12‑month non‑solicit; perpetual confidentiality and IP assignment |
| Clawbacks | 2018 policy for VP+ (misconduct tied to restatements) and 2023 Dodd‑Frank/SEC/Nasdaq compliant clawback for Section 16 officers |
Compensation Structure Analysis
- Mix shift and leverage: NEO awards (excluding CEO/CFO) skew heavily to PSUs (~84% target value), increasing performance sensitivity; time‑based RSUs are a minority (~16%) for retention .
- PSU retuning: FY2024 Adjusted EPS PSU growth targets (threshold 2.5%, target 10%) were reduced vs prior years to remain challenging yet attainable relative to peers; FY2024 single‑year tranche was forfeited amid EPS decline, while multi‑year 2022–2024 EPS tranches paid at 60% .
- rTSR alignment: FY2022–FY2024 rTSR cycle achieved 88th percentile vs PHLX peers, paying maximum (200%)—a strong shareholder alignment signal over multi‑year horizons .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 97.5% of shares voted FOR |
| 2023 | 97.1% of shares voted FOR |
Compensation Peer Group (for benchmarking context)
- FY2025 peers include Allegro MicroSystems, Belden, Coherent, Diodes, IPG Photonics, Lattice, Lumentum, MaxLinear, MKS Instruments, Monolithic Power Systems, Power Integrations, Qorvo, Semtech, Silicon Labs, Skyworks, Wolfspeed; MACOM positioned at 13th percentile TTM revenue and 63rd percentile market cap at assessment .
Investment Implications
- Alignment: Heavy use of PSUs (Adjusted EPS and rTSR) and strong rTSR outperformance (200% payout FY2022–FY2024) indicate high equity‑linked pay and shareholder value focus; ownership guidelines and hedging/pledging prohibitions further tighten alignment .
- Retention risk: FY2024 single‑year EPS PSU forfeiture and low cash bonus payout (aggregate 2% of target) can compress realized pay for sales leadership, but multi‑year rTSR maximum payout offsets; CIC double‑trigger with full equity vesting and sizable excise tax gross‑up protections reduce departure risk in change‑of‑control scenarios .
- Trading signals: 10,000 options exercised in FY2024 (value realized $787,700) and remaining 5,000 in‑the‑money options expiring Nov 2025 suggest potential liquidity events and episodic selling pressure; monitor Form 4s for follow‑on sales and PSU settlements in Nov 2025/2026 .
- Pay discipline: Say‑on‑pay support (97%+) and clawbacks (2018 and 2023) reflect robust governance; cash bonus tied to AOI with caps limits windfalls in cyclical downturns .