DEF 14A of Semtech Corp, Apr 26, 2024

DEF 14A of Semtech Corp

Filed Apr 26, 2024 · FY20240000088941-24-000043

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Director Since | Independent | Committee Membership | | Rockell N. Hankin | 77 | 1988 | Yes | | | Martin S.J. Burvill | 65 | 2020 | Yes | Audit Committee Compensation Committee Chair | | Rodolpho C. Cardenuto | 64 | 2018 | Yes | Audit Committee | | Gregory M. Fischer | 60 | 2023 | Yes | Nominating and Governance Committee | | Saar Gillai | 57 | 2018 | Yes | Compensation Committee Nominating and Governance Committee | | Hong Q. Hou | 60 | 2023 | Yes | Compensation Committee | | Ye Jane Li | 56 | 2016 | Yes | Compensation Committee Nominating and Governance Committee Chair | | Paula LuPriore | 66 | 2020 | Yes | Compensation Committee | | Paul H. Pickle | 53 | 2023 | No | – | | Julie G. Ruehl | 58 | 2023 | Yes | Audit Committee | | Sylvia Summers Couder | 71 | 2013 | Yes | Audit Committee Chair Nominating and Governance Committee | | Paul V. Walsh, Jr. | 59 | 2023 | Yes | Audit Committee Nominating and Governance Committee |

  3. Director Nominees

    | Semtech Corporation 2024 Proxy Statement | 2 |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our business operates under the direction of our Board, which currently consists of twelve directors. Our Board, upon the recommendation of the Nominating and Governance Committee, has nominated 12 directors to be elected at the Annual Meeting, each to serve until the following annual meeting of stockholders and until his or her respective successor is elected and qualified. With the exception of Dr. Hou and Ms. Ruehl, all of the nominees were elected to their present terms of office by the stockholders at our 2023 annual meeting of stockholders. On March 17, 2023, we entered into a cooperation agreement (the “Cooperation Agreement”) with Lion Point Capital, LP and certain of its affiliates (“Lion Point”). Pursuant to the Cooperation Agreement, Lion Point identified and the Board appointed Messrs. Fischer and Walsh to the Board in April 2023, and the Board identified and, following a good faith consultation with Lion Point, appointed Dr. Hou and Ms. Ruehl to the Board in July 2023 and December 2023, respectively. The Cooperation Agreement, including the right of Lion Point to designate directors for appointment to the Board, terminated in February 2024. Based on the Director Nominations Policy of the Board and upon the recommendation of the Nominating and Governance Committee, the Board has selected all twelve of the current directors―Rockell N. Hankin, Martin S.J. Burvill, Rodolpho C. Cardenuto, Gregory M. Fischer, Saar Gillai, Hong Q. Hou, Ye Jane Li, Paula LuPriore, Paul H. Pickle, Julie G. Ruehl, Sylvia Summers Couder and Paul V. Walsh, Jr.―as its nominees for election to the Board at the Annual Meeting. Dr. Hou and Ms. Ruehl will be standing for election to the Board by our stockholders for the first time at the Annual Meeting. All of the nominees have consented to be named as nominees, and have indicated their intent to serve if elected. Unless a stockholder directs otherwise in its proxy it is intended that the proxies solicited by management will be voted for the election of the nominees listed in the following table. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee is unable to serve, or for good cause will not serve, the named proxy holders will vote the shares for such other person, if any, as shall be designated by the Board or the Board may reduce the number of directors constituting the Board. Our Board currently has no knowledge or reason to believe that any of the nominees will be unable or unwilling to serve for good cause if elected.

  5. ELECTION OF DIRECTORS

    | Semtech Corporation 2024 Proxy Statement | 3 |

  6. ELECTION OF DIRECTORS

    Our Board has a breadth of experience and reflects a diversity of perspectives and backgrounds.

  7. Snapshot of Board Diversity(1)

    Snapshot of Board Diversity(1) (1) The above represents our Board diversity assuming election to the Board of the director nominees named in this Proxy Statement at the Annual Meeting. Our Board understands and appreciates the value and enrichment provided by a diverse board. As such, we actively seek diverse director candidates (see “Corporate Governance – Criteria and Diversity for Board Membership”).

  8. Snapshot of Board Diversity(1)

    | Board Diversity Matrix (as of April 29, 2024) | | | | | | Total Number of Directors | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 4 | 8 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or American Indian | — | — | — | — | | Asian | 1 | 1 | — | — | | Hispanic or Latinx | — | 1 | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 6 | — | — | | Two or More Races or Ethnicities | 1 | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |

  9. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 4 |

  10. Snapshot of Board Diversity(1)

    | ✓ | The Board recommends a vote FOR the election of each of the nominees listed below |

  11. Snapshot of Board Diversity(1)

    | Rockell N. Hankin Age 77 Director since 1988 Chairman of the Board since 2006 |

  12. Snapshot of Board Diversity(1)

    Private investor from January 2006 to date. Chief Executive Officer and Principal, Hankin & Co., a diversified business advisory and investment banking firm from June 1986 through December 2005. Chairman of the Board of the Kavli Foundation. Mr. Hankin has spoken on corporate governance issues including at the Duke Capital Markets Director’s Education Institute, UCLA’s Director Certification Program, the University of Maryland Directors’ Institute and various other corporate governance programs. Qualifications: Mr. Hankin’s qualifications to serve as a member of the Board include his 33 years of experience as Director of the Company which we believe provides our Board with specific expertise and insight into our business, his experience as a former chairman or a former director of other public and private companies and his advisory and corporate governance expertise.

  13. Snapshot of Board Diversity(1)

    | Martin S.J. Burvill Age 65 Director since October 2020 Audit Committee Compensation Committee Chair |

  14. Snapshot of Board Diversity(1)

    Held a variety of positions at Verizon Communications from 2006 through his retirement in 2019. From 2016 through 2019, Mr. Burvill was President, Business Markets, which provides fixed and mobile (4G/5G) networking, Internet of Things (IoT), security, and Cloud/IT services to U.S. Small and Medium Businesses (SMB’s) and state and local governments. From 2012 through 2016, he was Senior Vice President Global Operations of Verizon Enterprise. Prior to 2012, he was Vice President, Europe, and Vice President Global Solutions of Verizon Enterprise. Previously held executive positions at MCI Communications, Nexagent, Internap, Racal Telecom, British Telecom and S.I.T.A. Mr. Burvill worked in numerous countries around the world, including the United States, and in Europe, Asia, and South America. He serves on multiple private and institutional boards, including Independent Director of Nexar Inc., a leading vision / AI data services based provider of solutions for optimizing commercial and leisure based road transportation, since 2022; and the Dean’s Advisory Board and the Institute for International Economic Policy Executive Circle — both at the Elliot School of International Affairs at George Washington University. Qualifications: Mr. Burvill’s qualifications to serve as a member of the Board include his extensive expertise in general management, business transformation, network services, digital transformation, Cloud-based services, cybersecurity, and a diverse set of other corporate functions. He is highly experienced in serving the needs of regulated and non-regulated industries, and national / local governments, Mr. Burvill has extensive leadership and transformation skills including: P&L ownership, sales, marketing, operations, product management, digital transformation, cloud-based services, cybersecurity, mergers and acquisitions, and a diverse set of other corporate functions.

  15. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 5 |

  16. Snapshot of Board Diversity(1)

    | Rodolpho C. Cardenuto Age 64 Director since September 2018 Audit Committee |

  17. Snapshot of Board Diversity(1)

    Chief Executive Officer of SEIDOR North America, a global technology consulting firm since November 2023. Prior to that, served as President, Applications Group of Vonage, a global business cloud communications company, from December 2019 to May 2023. Senior Vice President, Sales of Magic Leap, a private company focused on augmented reality products, from January 2019 until November 2019. President of SAP Americas, Inc. Global Partner Operations organization from 2014 to December 2018. Joined SAP in 2008 as President of SAP Latin America and the Caribbean and also served as President of SAP Americas in 2013. Held executive positions at Hewlett-Packard Company from 2001 to 2007, and prior to 2001, executive positions at Vesper, Nextel, and Hewlett-Packard Brasil Ltda. Chairman of the Board of MIGNOW since February 2020, a private company specializing in SAP migration software. Qualifications: Mr. Cardenuto’s qualifications to serve as a member of the Board include his more than 25 years of extensive and high level experience in the technology industry as well as his experience with global operations.

  18. Snapshot of Board Diversity(1)

    | Gregory M. Fischer Age 60 Director since April 2023 Nominating and Governance Committee |

  19. Snapshot of Board Diversity(1)

    Most recently served as Senior Vice President and General Manager at Broadcom Inc., a public company and an American designer, developer, manufacturer, and global supplier of a wide range of semiconductor and infrastructure software products, from 2014 to May 2021, and as Vice President and General Manager of the Carrier Access Business from 2004 to 2014. Previously, served as Vice President and General Manager of the Video Products Business Unit at Conexant Systems, Inc., an American-based software developer and fabless semiconductor company, from 2002 to 2004, and as Director of Product Marketing and Business Development, from 1997 to 2002. Earlier in his career, served as Manager of Corporate Business Development at Rockwell International Corporation (n/k/a Rockwell Automation, Inc.), a major American manufacturing conglomerate involved in aircraft, the space industry, defense and commercial electronics, components in the automotive industry, printing presses, avionics and industrial products, from 1994 to 1997, and served in several design engineering and program management positions at Rockwell Collins Avionics Co. (before being purchased by Raytheon Technologies Corporation), an avionics technology company, from 1985 to 1994. Has served as an independent advisor to Gerson Lehrman Group, Inc., a professional services firm, since December 2021, and AlphaSights Ltd., an information services company specializing in connecting clients with experts, since December 2021. Serves on the advisory board of Syntiant Corp., an edge-AI neural processor and modeling company since May 2023 and previously served as President at Fischer Family Community Outreach, a foundation dedicated to feeding, clothing and housing indigent residents of San Diego County, since 2017. Qualifications: Mr. Fischer’s qualifications to serve as a member of the Board include 30 years of experience operating and scaling wireline and wireless semiconductor businesses through multiple economic and technology cycles. Mr. Fischer has also led M&A and post-merger strategies, focusing on product line integration and operating expense management to achieve profitable franchise growth. Mr. Fischer was initially appointed to the Board pursuant to the Cooperation Agreement.

  20. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 6 |

  21. Snapshot of Board Diversity(1)

    | Saar Gillai Age 57 Director since September 2018 Compensation Committee Nominating and Governance Committee |

  22. Snapshot of Board Diversity(1)

    Independent board director and Chief Executive Officer advisor to multiple start-ups since January 2020. Executive mentor at The Exco Group since October 2020. Chief Executive Officer and Director of Teridion, a Cloud-based networking company, from October 2017 to December 2019. Senior Vice President and General Manager of Hewlett Packard Enterprise’s Communications Solutions Business from October 2014 to October 2016. Senior Vice President, General Manager and Chief Operating Officer of HP Cloud from November 2012 to October 2014. Previously held executive positions at 3Com, Enfora, Tropos Networks, and Cisco Systems. Chairman of the Board of Liquid Instruments, a private company focused on next generation test equipment since March 2021. Director of Xilinx, a public company and the leading provider of All Programmable FPGAs, SoCs, MPSoCs and 3D ICs from May 2016 to February 2022 (acquired by Advanced Micro Devices, Inc.). Director of SpaceIQ, a private company and provider of smart IWMS/CAFM facility management software from July 2017 to August 2019 (acquired by WeWork Companies LLC). Qualifications: Mr. Gillai’s qualifications to serve as a member of the Board include his senior executive and board experience in both startups and public companies and his over 30 years of experience in the technology industry.

  23. Snapshot of Board Diversity(1)

    | Hong Q. Hou Age 60 Director since July 2023 Compensation Committee |

  24. Snapshot of Board Diversity(1)

    Dr. Hou currently serves as the President of the Semiconductor Group at Brooks Automation, a leading provider of automated wafer handling and contamination control solutions for semiconductor manufacturing equipment, a position he has held since February 2023. Prior to that, Dr. Hou held various positions at Intel Corporation, including Corporate Vice President of the Network and Edge Group from September 2022 to February 2023, Corporate Vice President & General Manager of the DPG Connectivity Group from April 2020 to September 2022, Corporate Vice President & General Manager of Silicon Photonics Division from January 2020 to April 2020 and Vice President of Data Center Group & General Manager of Silicon Photonics Division from August 2018 to January 2020. He held executive leadership positions at Fabrinet, AXT Inc., and EMCORE Corporation before that. Qualifications: Dr. Hou's qualifications to serve as a member of the Board include his extensive experience as an accomplished multinational technology executive in leading global enterprises, winning with complex products in dynamic ultra-competitive markets. Dr. Hou was initially appointed to the Board pursuant to the Cooperation Agreement.

  25. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 7 |

  26. Snapshot of Board Diversity(1)

    | Ye Jane Li Age 56 Director since 2016 Compensation Committee Nominating and Governance Committee Chair |

  27. Snapshot of Board Diversity(1)

    Strategic Advisor, Diversis Capital, LLC, a private equity firm that invests in middle-market companies, since 2013. Chief Operating Officer, Huawei Enterprise USA, Inc., a company that markets information technology ("IT") products and solutions to datacenters and enterprises from 2012 to 2015. Previously, General Manager at Huawei Symantec USA, Inc. from 2010 to 2012. Consultant in 2009 to The Gores Group, a private equity firm focusing on the technology sector. Executive Vice President and General Manager at Fujitsu Compound Semiconductor Inc. and its joint venture with Sumitomo Electric Industries, Ltd., Eudyna Devices Inc., from 2004 to 2009. Prior to 2004, held executive and management positions with NeoPhotonics Corporation, Novalux Inc. and Corning Incorporated. Director of PDF Solutions, Inc. since November 2021, a public company that provides comprehensive data solutions designed to empower organizations across the semiconductor ecosystem to improve the yield and quality of their products and operational efficiency for increased profitability. Director of CTS Corporation from May 2020 to May 2023, a public company and a leading designer and manufacturer of products that sense, connect and move. Director of Knowles Corporation since February 2018, a public company and leading supplier of advanced micro-acoustic, audio processing, and precision device solutions. Director of ServicePower since July 2017, a private company that provides mobile workforce management software solutions. Director of Women in Cable TV and Telecommunications from 1998 to 2001, a non-profit organization promoting women’s leadership in Cable TV and Telecommunications industries. Qualifications: Ms. Li’s qualifications to serve as a member of the Board include her senior executive level experience in a wide range of technology companies from telecommunication components and systems, to semiconductor to IT and datacenters representing a variety of market segments Semtech serves, as well as her experience as a director of private and public companies. Her background and experience also provides the Board with invaluable insights into Asian markets, which are important strategic markets for us.

  28. Snapshot of Board Diversity(1)

    | Paula LuPriore Age 66 Director since October 2020 Compensation Committee |

  29. Snapshot of Board Diversity(1)

    Chief Executive Officer and Co-founder of WujiTech, Inc., a private Cloud-based company delivering bio-analytic software solutions from 2010 to 2023 and currently remains on its Board of Directors since 2011. From 2002 through 2010, she served at Asyst Technologies, Inc., a public robotic automation, technology and manufacturing company for the semiconductor industry, most recently as Interim Chief Executive Officer, and previously as Executive Vice President and Chief Operating Officer. Ms. LuPriore began her career as a software engineer at IBM and spent 23 years leading various organizations across product engineering, strategy, marketing, and technical sales. Her leadership roles included various Senior Executive roles such as Vice President of IBM’s Storage Networking Division where she led the product group targeting the Network Attached Storage (NAS) market. Director of Saguaro Technology, Inc., a strategic software development company that specializes in Cloud computing, data analytics, IoT, and embedded systems, since 2024. In 2015, she served as an Independent Director of PCS Edventures Inc., a publicly traded technology company that designs and delivers education products and services for the science, technology, engineering, and mathematics market. Her role on its Board of Directors included serving on the audit and compensation committees. Qualifications: Ms. LuPriore’s qualifications to serve as a member of the Board include her extensive experience as a Senior Executive in public global technology companies with a strong background in technology, product, strategy, and business operations. Her broad set of experience spans Information Technology Enterprise Software and Hardware, Semiconductor, and Networking markets, bringing expertise in Data Center, Cloud Computing, and Consulting Services across various industries in domestic and international markets.

  30. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 8 |

  31. Snapshot of Board Diversity(1)

    | Paul H. Pickle Age 53 Director since June 2023 |

  32. Snapshot of Board Diversity(1)

    President and Chief Executive Officer of the Company since June 2023 and was the President and Chief Executive Officer and a member of the Board of Lantronix Corporation, a provider of secure data access and management solutions for the industrial Internet of Things (IoT), from April 2019 to June 2023. Prior, Mr. Pickle served as President and Chief Operating Officer of Microsemi Corporation, a provider of semiconductor and system solutions, from November 2013 until Microsemi was acquired by Microchip Technology Inc. in May 2018. Prior to his position as President and Chief Operating Officer, he served Microsemi as Executive Vice President, leading business operations of the company’s Integrated Circuits group, where he played an integral role in the planning, developing, and execution of Microsemi’s leading edge IC solutions for communications, industrial, aerospace, and defense/security markets. Mr. Pickle played a significant role in the successful expansion of Microsemi’s product portfolio, system and software solutions in the communications segment. During Mr. Pickle’s tenure at Microsemi that started in 2000, he held positions of increasing responsibility, including Corporate Vice President of Field Applications Engineering, as well as other senior positions in both sales and marketing/product development, including running Microsemi’s Analog and Mixed-Signal team as well as the Integrated Circuit group. Qualifications: Mr. Pickle’s qualifications to serve as a member of the Board include his years of senior executive, management, and development experience at semiconductor and system solutions companies. Mr. Pickle’s current position as our President and Chief Executive Officer also brings to the Board knowledge of the day-to-day operations of the Company, which provides invaluable insight to our Board as it reviews the Company’s strategic and financial plans.

  33. Snapshot of Board Diversity(1)

    | Julie G. Ruehl Age 58 Director since December 2023 Audit Committee |

  34. Snapshot of Board Diversity(1)

    Served as Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company, from August 2017 to August 2021 (formerly NYSE:FLY), Vice President and Chief Accounting Officer for Big Heart Pet Brands (and its predecessor, Del Monte Corporation), a producer, distributor and marketer of premium quality, branded pet products and food products in the U.S., from November 2011 to December 2015, and in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company from May 2005 to October 2011. Additionally, served in a senior financial position with Sanmina Corporation, a global provider of electronics manufacturing services from 2002 to 2005 and prior to that, as an Audit Partner at Arthur Andersen LLP. Serves as an independent director for Zevia PBC, a publicly traded “Certified B Corporation,” offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages, since March 2021. Her role on its Board of Directors includes serving as chair of the audit committee and a member of the compensation committee. Served as a director and chair of the audit committee and member of the compensation committee of Wizeline, Inc., a global technology services company, from November 2021 to January 2024. Served as a director and chair of the audit committee of Wine.com, a leading online wine retailer, from March 2022 to November 2023. Qualifications: Ms. Ruehl's qualifications to serve as a member of the Board include her extensive 25+ years of finance senior executive leadership experience in a wide range of public and private equity backed companies. Ms. Ruehl was initially appointed to the Board pursuant to the Cooperation Agreement.

  35. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 9 |

  36. Snapshot of Board Diversity(1)

    | Sylvia Summers Couder Age 71 Director since 2013 Audit Committee Chair Nominating and Governance Committee |

  37. Snapshot of Board Diversity(1)

    Prior to retirement, Ms. Summers Couder served as Chief Executive Officer, President and Director of Trident Microsystems, Inc., a company that delivers integrated circuits to the digital TV and set top box markets, from 2007 through 2011. Previously, Ms. Summers Couder served as Executive Vice President and General Manager at Spansion Ltd. from 2003 to 2007 and Group Vice President at Cisco Systems, Inc. from 2001 to 2002. Ms. Summers Couder currently serves as Director of Aristocrat Leisure Limited, a company listed on the Australian Stock Exchange and a leading provider of gaming solutions, since September 2016. Previously, she served as a director of public companies, including Headwaters, Inc. from 2013 to 2017, Alcatel-Lucent from 2015 to 2016, JNI Corporation from 2001 to 2003, Riverstone Networks Inc. from 2002 to 2006 and Gadzoox Networks, Inc. from 2001 to 2003 where she served on the audit and compensation committees. Qualifications: Ms. Summers Couder's qualifications to serve as a member of the Board include her senior executive level experience in technology-related industries and experience as a director of several public companies, which we believe provides our Board with valuable executive-level insights and board-level experience.

  38. Snapshot of Board Diversity(1)

    | Paul V. Walsh, Jr. Age 59 Director since April 2023 Audit Committee Nominating and Governance Committee |

  39. Snapshot of Board Diversity(1)

    Prior to retiring in February 2022, Mr. Walsh served as Chief Financial Officer, Senior Vice President and Treasurer, at Allegro MicroSystems, Inc., a publicly traded global semiconductor company that designs and manufactures advanced sensor and power management integrated circuits for the automotive and industrial end markets, from 2014 to February 2022. Prior to joining Allegro, Mr. Walsh served as the Chief Financial Officer and Senior Vice President of Rocket Software, Inc., a global software development firm, from 2013 to 2014. From 2004 to 2013, he served in several financial leadership roles at Silicon Laboratories Inc., a publicly traded global technology company that designs and manufacturers semiconductors, including as: Chief Financial Officer and Senior Vice President from 2011 to 2013; and Chief Accounting Officer and Vice President of Finance from 2006 to 2011, among other roles. Mr. Walsh served as an advisor to the board of directors and audit committee of Anokiwave, Inc., a late-stage semiconductor company, from October 2022 to February 2024, where he was also an investor. Anokiwave was acquired by Qorvo in February 2024. Additionally, he has served on the board of directors of Nitero, Inc., a venture-backed startup semiconductor company, from 2012 to 2015, Grande Communications Networks, LLC, a broadband communications provider of cable and internet services, from 2008 to 2010, including as chairman of Grande’s audit committee. Qualifications: Mr. Walsh’s qualifications to serve as a member of the Board include his extensive experience in the global semiconductor industry, across more than 30 years as well as serving as Chief Financial Officer for two of those public companies, which we believe provides our Board with valuable executive-level insights and broad and diverse operational industry experience. Mr. Walsh was initially appointed to the Board pursuant to the Cooperation Agreement.

  40. Snapshot of Board Diversity(1)

    | Semtech Corporation 2024 Proxy Statement | 10 |

  41. Risk Assessment of Compensation Programs

    Risk Assessment of Compensation Programs In compliance with SEC disclosure requirements, we have evaluated our compensation policies and practices to determine if any of our programs create risks that are reasonably likely to have a material adverse effect on the Company. We have concluded that our compensation policies and practices do not create such risks. We evaluated our executive compensation program, as well as our broad-based compensation and benefits programs on a worldwide basis. We focused on looking at whether any program’s elements, criteria, purposes or objectives create undesired or unintended risk of a material nature. While all programs were evaluated, primary review and attention was placed on programs having potential for variable payouts where an individual participant or small groups of participants might have the ability to directly affect, control or impact payout results. We believe that all compensation programs are structured with a combination of appropriate controls, objective measurement variables, review authorities and/or payment methodologies that, in the aggregate, are designed and administered so that there is not any reasonable likelihood of material adverse risks to the Company arising from or caused by any of our compensation programs. In addition, “claw-back” rights and provisions in applicable executive compensation plans as discussed below in our “Compensation Discussion and Analysis” are additional safeguards that encourage executives to not take unnecessary or excessive risks. In particular, base salaries are fixed in amount and are, therefore, not susceptible to encouraging unnecessary or excessive risk taking. Although the performance-based, short-term annual cash incentives for our executives focus on achievement of short-term individual performance and business-related goals, which could encourage taking of short-term risks at the expense of long-term goals, this element of compensation is offset and balanced by the Company’s use of long-term, multi-year incentive programs that are designed to align our executives’ interests with those of the Company’s stockholders. Our Compensation Committee also retains discretion to reduce or eliminate short-term annual cash incentives for our executives. We believe that long-term, multi-year incentive programs do not encourage unnecessary or excessive risk taking because the ultimate value of these programs is tied to the value of the Company’s stock, awards with performance-based vesting components are balanced with awards that have a value based solely on our stock price with long-term vesting schedules and no performance-based vesting components, and the grant dates, vesting dates and any applicable performance measurement periods are staggered over multiple years to ensure that executives have a significant stake in the long-term performance of the Company’s stock.

  42. DIRECTOR COMPENSATION POLICY

    DIRECTOR COMPENSATION POLICY Non-Employee Directors receive a cash retainer and equity-based compensation for their services on the Board, their committee service, and their role as Chair of the Board or any committee.

  43. Equity Award Grants

    Equity Award Grants The equity awards made to Non-Employee Directors in fiscal year 2024 were made from our 2017 Long-Term Equity Incentive Plan, as amended and restated April 21, 2022 (the “2017 Plan”). Non-Employee Directors receive equity awards on the following terms: Annual Stock Unit Awards. On each July 1, each Non-Employee Director then in office is automatically granted two awards of restricted stock units. The first award (the “Annual Non-Deferred RSU Award”) is for a number of restricted stock units determined by dividing $90,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day), rounded down to the nearest whole unit. Each Annual Non-Deferred RSU Award vests in full on the earlier of (1) the one-year anniversary of the date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year of grant of the award, subject to the Non-Employee Director’s continued service to the Company through such vesting date. To the extent then vested, restricted stock units subject to an Annual Non-Deferred RSU Award are paid in an equal number of shares of the Company’s common stock as soon as practicable following (and in all events within two and one-half months after) the earlier to occur of (1) the one-year anniversary of the date of grant, or (2) the Non-Employee Director’s separation from service on the Board. The second award of restricted stock units (the “Annual Deferred RSU Award”) is for a number of restricted stock units determined by dividing $90,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of the grant is not a trading day), rounded down to the nearest whole unit. Each Annual Deferred RSU Award vests in full on the earlier of (1) the one-year anniversary of the date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year of grant of the award, subject to the Non-Employee Director’s continued service to the Company through such vesting date. To the extent then vested, restricted stock units subject to an Annual Deferred RSU Award are paid in cash as soon as practicable following (and in all events within two and one-half months after) the Non-Employee Director’s separation from service on the Board, with the cash payment for each vested restricted stock unit based on the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the payment date. Outstanding and unvested Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards accelerate and vest (1) in full upon a change in control of the Company or should the Non-Employee Director’s service with the Company terminate due to the director’s death or disability, or (2) as to a pro-rata portion of the Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, should the Non-Employee Director’s service with the Company terminate

  44. Equity Award Grants

    | Semtech Corporation 2024 Proxy Statement | 23 |

  45. Equity Award Grants

    due to any reason other than the director’s death or disability. In such circumstances, any pro-rata vesting is determined by multiplying (a) the total number of restricted stock units subject to the Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, by (b) a fraction (not greater than one), the numerator of which is the number of calendar days in the period beginning with the applicable grant date of the award through and including the date of the director’s termination of services, and the denominator of which is the number of calendar days in the period beginning with the applicable grant date of the award through and including the first July 1 that occurs after the applicable grant date of the award. Any restricted stock units subject to the Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, that are not vested on the date of the Non-Employee Director’s termination of service with the Company (after giving effect to any accelerated vesting as described above) will be forfeited upon the Non-Employee Director’s termination of service as a director for any reason. Non-Employee Directors are entitled to receive dividend equivalents with respect to outstanding and unpaid restricted stock units subject to Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards. Dividend equivalents, if any, are paid in the form of a credit of additional restricted stock units that are subject to the same vesting, payment and other provisions as the underlying restricted stock units. Initial Equity Awards. Each Non-Employee Director who is initially elected or appointed to the Board (and who was not an employee of the Company or one of its subsidiaries immediately prior to joining the Board) receives an initial non-deferred restricted stock unit award (“Initial Non-Deferred RSU Award”) and an initial deferred restricted stock unit award (“Initial Deferred RSU Award”). However, if such a Non-Employee Director is initially elected or appointed to the Board on a July 1, the Non-Employee Director will not receive an Initial Non-Deferred RSU Award or an Initial Deferred RSU Award as the Non-Employee Director would be entitled to an Annual Non-Deferred RSU Award and an Annual Deferred RSU Award by virtue of being in office on such July 1. Initial Non-Deferred RSU Awards and Initial Deferred RSU Awards have the same terms and conditions as the Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards, respectively, last granted by the Company prior to the date that the new Non-Employee Director is elected or appointed to the Board, except that the number of restricted stock units subject to each such initial award is determined by dividing the applicable dollar amount set forth above for the applicable annual award by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day) of such initial award, multiplying that number of units by the Initial Fraction (as defined below), and rounding the number of units so produced down to the nearest whole unit. For clarity, the vesting dates of each such Initial Non-Deferred RSU Award and Initial Deferred RSU Award correspond with the vesting dates applicable to the Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards last granted by the Company prior to the date that the new Non-Employee Director is elected or appointed to the Board. The Initial Fraction is the fraction (not greater than one) determined by dividing (1) the number of days in the period beginning with the date that the Non-Employee Director is elected or appointed to the Board through and including the June 30 that coincides with or next follows that date, by (2) the number of calendar days in the calendar year that includes such June 30 (either 365 or 366).

  46. DIRECTOR COMPENSATION – FISCAL YEAR 2024

    DIRECTOR COMPENSATION – FISCAL YEAR 2024 The following table presents information regarding the compensation of individuals who were Non-Employee Directors during fiscal year 2024 for their services during that year. The compensation paid to Mr. Pickle, who is our current Chief Executive Officer, and Mr. Maheswaran, our former Chief Executive Officer, is presented below under “Executive Compensation,” including in the Summary Compensation Table and the related explanatory tables. Mr. Pickle is currently our only employee director and does not receive any additional compensation for his services as a director. Similarly, Mr. Maheswaran was compensated as an employee during the period of time he served on the Board and did not receive any additional compensation for his services as a director.

  47. DIRECTOR COMPENSATION – FISCAL YEAR 2024

    | NON-EMPLOYEE DIRECTOR COMPENSATION – FISCAL YEAR 2024 (1) | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards (2) ($) | All Other Compensation ($) | Total ($) | | Rockell N. Hankin, Chairman of the Board | 127,500 | 179,951 | — | 307,451 | | Martin S.J. Burvill | 80,000 | 179,951 | — | 259,951 | | Rodolpho C. Cardenuto | 65,000 | 179,951 | — | 244,951 | | Gregory M. Fischer | 57,821 | 218,402 | — | 276,223 | | Saar Gillai | 68,750 | 179,951 | — | 248,701 | | Hong Q. Hou | 48,750 | 179,951 | — | 228,701 | | Ye Jane Li | 72,500 | 179,951 | — | 252,451 | | Paula LuPriore | 65,000 | 179,951 | — | 244,951 | | Julie G. Ruehl | 16,250 | 105,024 | — | 121,274 | | Sylvia Summers Couder | 81,250 | 179,951 | — | 261,201 | | Paul V. Walsh Jr. | 67,457 | 218,402 | — | 285,859 |

  48. DIRECTOR COMPENSATION – FISCAL YEAR 2024

    (1) Messrs. Fischer and Walsh were appointed to the Board effective April 14, 2023; Dr. Hou was appointed to the Board effective July 1, 2023; and Ms. Ruehl was appointed to the Board effective December 1, 2023. Messrs. Edwards and Lindstrom resigned as members of the Board effective June 8, 2023. (2) The amounts and values noted do not necessarily correspond to any actual value that will be realized by a recipient. The stock award amounts reflected in the table, and the grant-date fair values discussed below in this footnote, are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on assumptions set forth in Note 11 to the financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. The awards are valued as of the grant date disregarding any estimate of forfeitures related to service-based vesting conditions. None of our Non-Employee Directors forfeited any Company equity awards in fiscal year 2024. On April 14, 2023, Messrs. Fischer and Walsh were each awarded as his pro-rated Annual Non-Deferred RSU Award 888 restricted stock units that settle in cash and as his pro-rated Annual Non-Deferred RSU Award 888 restricted stock units that settle in shares. On July 1, 2023 each Non-Employee Director then in office was awarded as his or her Annual Deferred RSU Award 3,534 restricted stock units that settle in cash and as his or her Annual Non-Deferred RSU Award 3,534 restricted stock units that settle in shares. On December 1, 2023, Ms. Ruehl was awarded as her pro-rated Annual Non-Deferred RSU Award 3,122 restricted stock units that settle in cash and as her pro-rated Annual Non-Deferred RSU Award 3,122 restricted stock units that settle in shares. The grant-date fair values of each such restricted stock unit were $21.65, $25.46 and $16.82 for the awards granted on April 14, 2023, July 1, 2023 and December 1, 2023, respectively. The grant-date fair values of each such Deferred RSU Award and Non-Deferred RSU Award were $19,225, $89,976 and $52,512 for the awards granted on April 14, 2023, July 1, 2023 and December 1, 2023, respectively. The following table presents the number of outstanding and unexercised option awards and number of outstanding stock units held by each of our Non-Employee Directors as of January 28, 2024:

  49. DIRECTOR COMPENSATION – FISCAL YEAR 2024

    | | Number of Shares Subject to Outstanding Option Awards | | | Number of Outstanding Restricted Stock Units-Cash Settled | | | Number of Outstanding Restricted Stock Units-Share Settled | | | | Name | Vested | Unvested | Total | Vested | Unvested | Total | Vested | Unvested | Total | | Chairman Hankin | — | — | — | 44,018 | 3,534 | 47,552 | — | 3,534 | 3,534 | | Mr. Burvill | — | — | — | 4,156 | 3,534 | 7,690 | — | 3,534 | 3,534 | | Mr. Cardenuto | — | — | — | 7,258 | 3,534 | 10,792 | — | 3,534 | 3,534 | | Mr. Fischer | — | — | — | 888 | 3,534 | 4,422 | — | 3,534 | 3,534 | | Mr. Gillai | — | — | — | 7,258 | 3,534 | 10,792 | — | 3,534 | 3,534 | | Dr. Hou | — | — | — | — | 3,534 | 3,534 | — | 3,534 | 3,534 | | Ms. Li | — | — | — | 14,119 | 3,534 | 17,653 | — | 3,534 | 3,534 | | Ms. LuPriore | — | — | — | 4,156 | 3,534 | 7,690 | — | 3,534 | 3,534 | | Ms. Ruehl | — | — | — | — | 3,122 | 3,122 | — | 3,122 | 3,122 | | Ms. Summers Couder | — | — | — | 20,992 | 3,534 | 24,526 | — | 3,534 | 3,534 | | Mr. Walsh | — | — | — | 888 | 3,534 | 4,422 | — | 3,534 | 3,534 |

  50. DIRECTOR COMPENSATION – FISCAL YEAR 2024

    | Semtech Corporation 2024 Proxy Statement | 25 |

  51. FISCAL YEAR 2024 NAMED EXECUTIVE OFFICER COMPENSATION

    FISCAL YEAR 2024 NAMED EXECUTIVE OFFICER COMPENSATION The general structure of compensation awarded to our Named Executive Officers for fiscal year 2024 was similar to the approach in fiscal year 2023. However, we added financial metric-based performance awards to our long-term incentive program to provide an additional incentive to achieve specific financial goals we believe contribute to the long-term growth of the Company. In addition to base salary, there were four components of the short- and long-term incentive opportunities generally awarded to our Named Executive Officers.

  52. FISCAL YEAR 2024 NAMED EXECUTIVE OFFICER COMPENSATION

    | Compensation Component | Summary of Key Terms | | Annual Incentive Plan (the Executive Bonus Plan) | •35% of the bonus was to be based on our non-GAAP operating income relative to plan •35% of the bonus was to be determined based on our net revenue relative to plan •A total of 30% was to be based on achievement of strategic and operating objectives and an evaluation of each executive's individual performance | | Relative TSR PSUs | •Between 0% and 200% of the target number of units is eligible to vest based on our relative TSR performance during equally weighted 1-, 2-, and 3-year performance periods •Our TSR performance is measured as a percentile rank against a comparison group of companies included in the Russell 3000 Index •Our TSR must rank at least 75th percentile for the maximum number of shares to vest | | Financial Metric-Based PSUs | •Between 0% and 200% of the target number of units is eligible to vest based on our revenue and Non-GAAP operating income performance during equally weighted 1-, 2-, and 3-year performance periods | | Time Vesting RSUs | •Units vest annually over a three-year vesting period measured from the date of grant of the awards |

  53. FISCAL YEAR 2024 NAMED EXECUTIVE OFFICER COMPENSATION

    Our NEOs did not receive annual cash incentive payouts for fiscal year 2024 under the Executive Bonus Plan, as discussed below. In addition, there were three tranches of Relative TSR PSUs which had been granted to certain of our Named Executive Officers in fiscal years 2022, 2023, and 2024 for which the performance period ended on January 28, 2024 (the last day of our fiscal year 2024). No portion of these awards vested for the performance periods ending in 2024, and these portions of the awards were forfeited in their entirety.

  54. FISCAL YEAR 2024 NAMED EXECUTIVE OFFICER COMPENSATION

    | Grant Year | Performance Period | Percent of Target RSUs Earned | | Fiscal Year 2022 | Fiscal years 2022 – 2024 (3 years) | 0% | | Fiscal Year 2023 | Fiscal years 2023 – 2024 (2 years) | 0% | | Fiscal Year 2024 | Fiscal year 2024 (1 year) | 0% |

  55. 2023 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT

    2023 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT The Company’s stockholders are provided with an opportunity to cast an annual non-binding advisory vote on the Company’s executive compensation program through a say-on-pay proposal. At the Company’s Annual Meeting of Stockholders held in June 2023, approximately 96.7% of the votes cast approved the executive compensation for our NEOs as described in our proxy statement for that annual meeting. After consideration of the positive result of the say-on-pay vote at the Company’s Annual Meeting of Stockholders held in June 2022 (the most recent voting results available when the executive compensation program was designed for fiscal year 2024) and feedback received from stockholders, the Compensation Committee determined that the Company’s executive compensation policies would be similar for fiscal year 2024 to those in effect for fiscal year 2023, and that certain changes to further align pay with performance would be made for fiscal year 2024. As described in more detail below, we modified our fiscal year 2024 Executive Bonus Plan in order to emphasize pay-for-performance using objective performance measures and to provide consistency within the management team. Also as described in more detail below, our fiscal year 2024 equity award mix for certain executives included Relative TSR PSUs as well as Performance-Based Units under which vesting is based on our net revenue and non-GAAP operating income over a three-year performance period. As part of its annual process, the Compensation Committee will continue to reach out to and engage with the Company’s stockholders to seek their feedback or to review their voting guidelines and to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for the NEOs.

  56. Core Components of Compensation and Compensation Levels

    Core Components of Compensation and Compensation Levels To achieve our executive compensation objectives, we have three primary components to our executive compensation program: (1) base salary; (2) annual cash incentive opportunities; and (3) long-term equity incentive awards. In setting specific base salary, target annual cash incentive and equity award levels for each NEO, the Compensation Committee considers our core executive compensation philosophy and considers and assesses, among other factors it may consider relevant, the following: • The compensation levels at our Peer Group of companies (described below) for comparable positions; • Various subjective factors relating to the individual recipient – the executive’s scope of responsibility, prior experience, past performance, advancement potential, impact on results, and compensation level relative to other Company executives; and • For equity awards, the executive’s historical total compensation, including prior equity grants, tenure with the Company, the number and value of unvested shares and the timing of vesting of those awards, the expense to the Company for equity grants under applicable accounting standards, equity expense measured as a percentage of non-GAAP operating income, and the potential dilutive effect such grants may have on existing stockholders. The Compensation Committee gives no single factor any specific weight. Each executive’s compensation level, as well as the appropriate mix of equity award types and other compensation elements, ultimately reflects the Compensation Committee’s business judgment in consideration of these factors and stockholder interests. The Compensation Committee assesses executive compensation developments at companies in our Peer Group, and in the market generally, and has the right to change our executive compensation philosophy, components, levels, and structure from time to time as it may determine are in the best interests of the Company and our stockholders. The following table presents the key elements of our executive compensation programs:

  57. Core Components of Compensation and Compensation Levels

    | | Key Elements of Compensation | | | Element | Purpose | Characteristics | | Annual salary | To attract and retain qualified executives. | Provide a stable source of income and be competitive with the applicable market. | | Short-term annual cash incentives | To attract and retain qualified executives; to motivate and reward achievement of annual business and individual goals and objectives designed to increase stockholder value. | This element involves annual performance-based cash awards. The amount earned (if any) varies based on actual results achieved relative to pre-determined annual target goals and individual performance. | | Long-term equity incentives | To align interests of executives with stockholders; to reward performance over time based on stock price and other specified performance criteria; and to provide an additional retention incentive through multi-year vesting schedules. | Performance-based awards make up a significant component — the amount realized (i.e., the value ultimately received by the recipient) depends on the achievement of performance goals (which may be financial or based on our TSR) and/or is directly tied to our stock price, with the awards subject to time-based vesting requirements in order to provide retention value. | | Other compensation and benefits | To provide competitive and customary benefits (e.g., health insurance, life insurance, 401(k) retirement, and deferred compensation plans). | Company sponsored/subsidized benefit plans as provided to the general employee population, as well as Company matching contributions to selected employee contributory plans. |

  58. Role of Committee Advisors

    Role of Committee Advisors The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. Additionally, the Compensation Committee evaluates our compensation policies and practices in comparison to the published standards, market and peer group norms, and guidelines of third-party proxy advisory services used by many institutional investors. During fiscal year 2024, the Compensation Committee engaged the services of Compensia as an independent executive compensation advisor. During fiscal year 2024, Compensia provided support on the following matters: • the review and analysis of the compensation for our executive officers, including our CEO and the other NEOs; • the research, development, and review of our executive compensation peer group; • the determination of payouts under our performance-based equity awards; and • advised the Compensation Committee on trends in compensation plans, compensation governance, and relevant regulatory matters. During fiscal year 2024, Compensia also provided advice with respect to the new employment agreements for Mr. Pickle and Mr. Lin and Mr. Maheswaran's Transition and Retirement Agreement, each as described below. Compensia did not provide any additional services or products to the Company during fiscal year 2024 beyond the services relating to its support of the Compensation Committee. The Compensation Committee reviewed the services provided by Compensia and considered the factors prescribed by the SEC and The Nasdaq Stock Market to assess the independence of compensation advisors. Based on its review, the Compensation Committee determined that no conflicts of interest exist between the Company and Compensia and believes that Compensia is independent.

  59. Role of Peer Companies

    Role of Peer Companies The Compensation Committee considers various factors and criteria when determining annual salary, target annual cash incentive levels and target annual long-term incentive award values for executives, including compensation practices at selected peer companies and industry survey data provided by our compensation consultant. The applicable group of peer companies is selected annually for use as the comparative pool by the Compensation Committee during the course of the fiscal year. The peer company information assists the Compensation Committee and the Company in identifying and understanding how our competitors and industry-comparable companies compensate their executives in applicable compensation elements, and in determining how the Company’s compensation packages compare to industry and market-competitive amounts. In addition to aiding us with compensation related actions and decisions, this peer company evaluation is also informative in relation to providing compensation information that supports potential recruitment and retention of executives by the Company. Because the peer companies do not universally report data for positions comparable to each of our NEOs, the Compensation Committee also reviewed market data from the Radford Global Technology survey. The Compensation Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted below). In selecting our fiscal year 2024 peer group companies, the Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics, and, like us, focus their business on analog and mixed-signal semiconductors and integrated circuits. Because of consolidation in the industry, there are fewer publicly-traded companies in the semiconductor industry based in the U.S. To increase the number of companies that could potentially be considered as peer companies, the Compensation Committee also considered publicly-traded companies based in the U.S. that are similar to us in terms of the other factors noted above, but are in an expanded industry profile that included manufacturers of equipment used to make semiconductors. Additionally, the Compensation Committee generally sought to limit the group of peer companies to those that have annual revenue between 33% and 300% of the Company’s annual revenue and market capitalization between 25% and 400% of the Company’s market capitalization at the time of the peer selection. The Compensation Committee selected the following companies as the peer group of companies for purposes of its fiscal year 2024 executive compensation determinations (collectively, the “Peer Group”):

  60. Role of Peer Companies

    | Semtech Corporation 2024 Proxy Statement | 35 |

  61. Role of Peer Companies

    | ADTRAN Holdings, Inc. | Extreme Networks, Inc. | Power Integrations, Inc. | | Allegro MicroSystems, Inc. | Infinera Corporation | Silicon Laboratories Inc. | | Calix, Inc. | Lumentum Holdings, Inc. | Synaptics, Incorporated | | Cirrus Logic, Inc. | MACOM Technology Solutions Holdings, Inc. | Viasat, Inc. | | Cogent Communications Holdings, Inc. | MaxLinear, Inc. | Viavi Solutions, Inc. | | Coherent Corp. | Monolithic Power Systems, Inc. | Wolfspeed, Inc. | | Diodes Incorporated | Novanta, Inc. | |

  62. Annual Salary

    The Compensation Committee determined that the salary levels that had been in effect for fiscal year 2023 for the NEOs who had been employed by the Company in fiscal year 2023 continued to be appropriate for fiscal year 2024, except the Committee approved a salary increase for Mr. Silberstein. The Compensation Committee approved an increase in Mr. Silberstein’s salary in connection with his appointment as the Company’s Executive Vice President and Chief Operating Officer to better align his salary level with competitive salary levels for similar positions at the Peer Group companies. In November 2023, the Compensation Committee approved that the base salary levels for Messrs. Silberstein and Wilson would be reduced for calendar year 2024 to $409,500 and $75,000, respectively (reflecting annualized salary reductions for calendar 2024, from the salary levels as previously in effect, of $45,500 and $300,000). The Compensation Committee also approved that each of Messrs. Silberstein and Wilson would be granted, on January 2, 2024, an RSU award for a number of shares of Company common stock equal to the amount of the executive’s annualized salary reduction for calendar 2024 divided by the lesser of (a) the closing price of a share of Company common stock on the grant date or (b) the volume-weighted average of the closing prices for a share of the Company’s common stock over the thirty consecutive trading days ending with the last trading day before the grant date (these awards are referred to as “Salary Reduction Awards”). Each Salary Reduction Award is scheduled to vest on the first anniversary of the date of grant, with pro-rated vesting should the executive’s employment terminate for any reason during the vesting period and after January 2024.

  63. Executive Bonus Plan

    Executive Bonus Plan Annual cash incentive awards are designed to motivate executive officers to achieve certain strategic, operational, and financial goals which can be evaluated on an annual basis. Annual cash incentive goal setting is done as part of the annual fiscal year business planning activity of the Company. Company business goals are established at the beginning of each fiscal year by an interactive process between the Board and management. The end result of this annual business planning process is the Company’s fiscal year Annual Business Plan (“ABP”). As part of the process used by the Compensation Committee in reviewing the fiscal year ABP, the Compensation Committee reviews the goals of each NEO with respect to their business unit or corporate function. The Compensation Committee also reviews the fiscal year ABP in light of available business intelligence, forecasts, and projections with the objective that, in the judgment of the Compensation Committee, superior performance would be required to achieve the key financial objectives established for the program. Each executive has a target annual cash incentive potential that is set as a percentage of annual base salary. That target annual cash incentive is set by the Compensation Committee for each executive officer position after considering the factors noted above under “Core Components of Compensation and Compensation Levels” and the target annual cash incentive levels of comparable positions among our Peer Group. There is no specific weighting applied to any of these factors in setting the target annual cash incentive levels and the process ultimately relies on the subjective exercise of the Compensation Committee’s judgment. As noted above, the Compensation Committee sets what it believes to be aggressive annual business plan goals for the cash incentive plan. The approach of the Compensation Committee is to set business plan goals such that, in its judgment, achievement of those goals will result in the Company generally outperforming its peer group of companies. Because the Compensation Committee believes the goals established for the annual bonus plan are rigorous and will be achieved only if the Company performs at a high level, the Compensation Committee sets the target opportunity for the annual cash incentive plan above the median for comparable positions in our Peer Group to provide appropriate incentives for strong performance. Consistent with this approach, annual cash incentives for our NEOs generally paid out at or slightly below targeted levels for fiscal year 2022, at or below targeted levels for fiscal year 2023, and there were no payouts for fiscal year 2024. Also, as explained in more detail below, even if the Company achieved 100% of the target level of the key financial goals, the program would only pay 80% for that portion of the target annual cash incentive. An NEO would receive 100% payout for the key financial goal portion of their target annual cash incentive upon achievement of 105% of the target performance level. Fiscal Year 2024 Executive Bonus Plan Our NEOs participated in the fiscal year 2024 annual cash incentive program (referred to herein as the “Executive Bonus Plan”). The Executive Bonus Plan provided each executive with an opportunity to earn an annual cash incentive based on the Company’s performance in relation to certain pre-established annual financial goals, the Company's strategic and operating achievements during the year, and the executive’s individual performance. To provide a consistent set of goals for the management team, all of our NEOs (including the CEO) participated in the same bonus plan for the fiscal year 2024. For fiscal year 2024, the target annual cash incentive potential (expressed as a percentage of base salary) for each of our NEOs was as follows:

  64. Executive Bonus Plan

    | Named Executive Officer | Target Annual Cash Incentive as Percentage of Base Salary | | Mr. Pickle | 100% | | Mr. Maheswaran | 125% | | Mr. Lin | 75% | | Mr. Rodensky | 75% | | Mr. Silberstein | 80% | | Mr. Wilson | 80% | | Mr. Chukwu | 80% | | Mr. Ammann | 80% | | Ms. McGee | 75% |

  65. Executive Bonus Plan

    These target incentives for fiscal year 2024 were the same level as for fiscal year 2023 for each NEO, except for Messrs. Pickle and Lin (whose target incentives were set at the level provided for in their respective employment agreements). Under the Executive Bonus Plan, each executive’s target annual cash incentive for fiscal year 2024 was structured to be scored in three parts. Seventy percent (70%) of the target annual cash incentive potential was to be based on the

  66. Executive Bonus Plan

    | Semtech Corporation 2024 Proxy Statement | 37 |

  67. Executive Bonus Plan

    Company’s attainment of key financials goals for the fiscal year (the “Company Performance Portion”) as set by the Compensation Committee, twenty percent (20%) of the executive’s target annual cash incentive potential was to be based on the Company’s strategic and operating achievements during the fiscal year (the “Strategic and Operating Portion”), and the remaining ten percent (10%) of the executive’s target annual cash incentive potential was to be based on the executive’s individual performance for the fiscal year (the “Individual Performance Portion”). The Compensation Committee believed that including a category to award strategic and operating achievements, and retaining an Individual Performance Portion, provided the Committee with the flexibility to incentivize and reward achievements that promote the long-term growth and success of the Company, and that the allocation between Company financial measures, strategic and operating achievements, and individual performance would create an appropriate balance between achieving short-term (one year) financial objectives and longer term infrastructure and product expansion accomplishments. The Compensation Committee retains broad discretion to adjust (up or down, including withholding entirely) part or all of a proposed annual cash incentive payment. Company Performance Portion of Fiscal Year 2024 Executive Bonus Plan For fiscal year 2024, the financial performance goals established by the Compensation Committee for the Executive Bonus Plan were non-GAAP operating income (weighted as half the Company Performance Portion and 35% of the total bonus opportunity) and net revenue (also weighted as half the Company Performance Portion and 35% of the total bonus opportunity). The Compensation Committee included non-GAAP operating income as a performance measure in the executive compensation program because it believes non-GAAP operating income is currently the best measure of the Company’s core operating performance, as it reflects the essential results of ongoing base business functions and results without the impact (positive or negative) of extraordinary and non-operational matters. The Compensation Committee further believes that non-GAAP operating income focuses performance on the parallel objectives of increasing revenue and controlling operating expenses. The Compensation Committee includes net revenue as a performance measure in the executive compensation program to focus executives on revenue growth which is important over the long-term to grow long-term stockholder value. The target set for fiscal year 2024 non-GAAP operating income was $292,900,000, which was approximately 39% higher than our non-GAAP operating income achieved for fiscal year 2023 as taken into account in determining fiscal year 2023 bonuses for the NEOs. In the judgment of the Compensation Committee in light of available business intelligence, forecasts and projections at the time it established this goal, superior performance would be required to achieve the goal. The Compensation Committee also established a scoring matrix to determine the percentage of the Company Performance Portion payable based on actual fiscal year 2024 non-GAAP operating income performance against the fiscal year 2024 goal of $292,900,000 as follows:

  68. Executive Bonus Plan

    | Non-GAAP Operating Income as a Percentage of the Target | Percentage of Company Performance Portion for Metric Payable | | Below 80% of the target | 0% | | 80% of the target | 50% | | 85% of the target | 60% | | 95% of the target | 70% | | 100% of the target | 80% | | 105% of the target | 100% | | 110% of the target | 110% | | 115% of the target | 120% | | 120% of the target | 125% | | 125% of the target | 130% | | 130% of the target | 135% | | 135% of the target | 140% | | 140% of the target | 145% | | 145% of the target | 150% | | 150% of the target | 155% | | Above 150% of the target | 200% |

  69. Executive Bonus Plan

    For fiscal year 2024, the non-GAAP operating income achieved was $92,668,000, resulting in no payout for this portion of the Executive Bonus Plan.* * See Exhibit A for information about how to calculate non-GAAP operating income and a reconciliation of non-GAAP operating income to the most directly comparable GAAP measure.

  70. Executive Bonus Plan

    | Semtech Corporation 2024 Proxy Statement | 38 |

  71. Executive Bonus Plan

    The target set for fiscal year 2024 net revenue was $1,368,400,000, which was approximately 81% higher than our net revenue achieved for fiscal year 2023. In the judgment of the Compensation Committee in light of available business intelligence, forecasts and projections at the time it established this goal, superior performance would be required to achieve the goal. The Compensation Committee also established a scoring matrix to determine the percentage of the Company Performance Portion payable based on actual fiscal year 2024 net revenue performance against the fiscal year 2024 goal of $1,368,400,000 as follows:

  72. Executive Bonus Plan

    | Net Revenue as a Percentage of the Target | Percentage of Company Performance Portion for Metric Payable | | Below 80% of the target | 0% | | 80% of the target | 50% | | 85% of the target | 60% | | 95% of the target | 70% | | 100% of the target | 80% | | 105% of the target | 100% | | 110% of the target | 110% | | 115% of the target | 120% | | 120% of the target | 125% | | 125% of the target | 130% | | 130% of the target | 135% | | 135% of the target | 140% | | 140% of the target | 145% | | 145% of the target | 150% | | 150% of the target | 155% | | Above 150% of the target | 200% |

  73. Executive Bonus Plan

    For fiscal year 2024, the net revenue achieved was $868,758,000, resulting in no payout for this portion of the Executive Bonus Plan. Strategic Objectives and Individual Performance Portion of Fiscal Year 2024 Executive Bonus Plan Although the Company did not achieve its financial targets for the year, the Compensation Committee considered scoring of the Strategic and Operating Portion and the Individual Performance Portion at “target” to recognize the executives’ performance in delivering significant fiscal year 2024 achievements critical to our long-term success and shareholder value creation, including rebuilding our senior leadership team, the integration of the Sierra acquisition, major reductions in combined company operating expenses, revising our credit facility in October 2023, and our successful issuance of $250 million of convertible senior notes in October 2023. In addition, to further encourage retention, the Compensation Committee considered awarding the incentives as RSUs subject to a one-year vesting requirement rather than fully-vested cash awards. However, the NEOs requested that they not be awarded any Executive Bonus Plan awards (whether cash or additional RSUs) for fiscal year 2024 and that, instead, any such amounts the Compensation Committee would have otherwise considered awarding to them for fiscal year 2024 be used to supplement the awards for our non-executive employees. Accordingly, our NEOs did not receive Executive Bonus Plan awards for fiscal year 2024. Pursuant to his Transition and Retirement Agreement described below, Mr. Maheswaran was eligible to receive a target annual bonus for fiscal year 2024 ($937,500), pro-rated for the portion of fiscal year 2024 that he served as the Company’s Chief Executive Officer. He did not receive any bonus under the bonus plan.

  74. Executive Bonus Plan

    | Semtech Corporation 2024 Proxy Statement | 39 |

  75. Equity Incentive Awards

    Equity Incentive Awards The Compensation Committee believes that equity incentive awards serve to align the interests of executives with those of the Company’s stockholders, complement annual cash incentives by motivating executives to create and sustain value in the Company, and encourage our executives to avoid taking excessive risks that might have a significant short term or prolonged negative impact on our stock price. The following discussion of equity awards generally applies to the equity awards granted in fiscal year 2024 to our Named Executive Officers. The equity award vehicles used in fiscal year 2024 for the Named Executive Officers who received new awards were: • time-based restricted stock unit awards that generally vest over three years (“Time-Based Units”); • restricted stock units that vest based on our TSR percentile rank against a comparison group of companies over 1-, 2- and 3-year performance periods (“Relative TSR PSUs”); and • restricted stock units that vest based on our net revenue and non-GAAP operating income over fiscal years 2024, 2025 and 2026 (“Financial Metric PSUs”). In granting equity awards, the Compensation Committee considers the factors noted above under “Core Components of Compensation and Compensation Levels” and the value of such awards in comparison to awards to comparable executives within our Peer Group. There is no specific weighting applied to any of these factors and the process ultimately relies on the Compensation Committee’s judgment. After consideration of these factors, the Compensation Committee determined that our Named Executive Officers who received new awards in fiscal year 2024 would receive Time-Based RSUs and Performance-Based RSUs with the grant date fair value of the awards approximately balanced between the two types of awards. Our equity incentive awards are subject to multi-year vesting. The equity awards granted to our Named Executive Officers in fiscal year 2024 generally vest over three years. This multi-year element serves as a significant “holding period” in terms of requiring the executive to retain the underlying equity interest until some future date following the grant date of the award. The Compensation Committee believes that the inclusion of this vesting period component further aligns the long-term interests of the executive with the long-term interests of the Company’s stockholders and functions as a retention incentive for the executive. Restricted Stock Unit Awards Our restricted stock unit awards represent a contingent right to receive one share of our common stock or, in the Compensation Committee’s discretion, the payment of cash for each unit in an amount equal to the fair market value of our common stock. The Compensation Committee believes that grants of restricted stock units are particularly useful to motivate executives to avoid undue risk and to align their interests with those of our stockholders, since our grants of restricted stock unit awards have intrinsic economic value which correlates directly to our stock price. Thus, the value of a restricted stock unit award can go up or down depending on the changes to our stock price over time. While restricted stock unit awards will always have some intrinsic value as long as our stock remains marketable, we believe our executives are motivated to seek to increase the intrinsic value through Company performance that is reflected in favorable and sustainable increases in our stock price. We also believe that actions or business decisions carrying risks that might reduce our stock price are discouraged by the correlation between the intrinsic value of these awards and the growth of our stock price. In addition, the Time-Based Units serve as a retention incentive over the multi-year vesting period. Time-Based Units granted to our NEOs in fiscal year 2024 generally vest annually over three years from the date of grant (in the case of the Time-Based Units granted to Messrs. Pickle and Lin, vesting on a quarterly basis over a three-year time period, subject to a one-year cliff for Mr. Lin's award, as provided for in their respective employment agreements). During fiscal year 2024, the Compensation Committee determined to award Mr. Maheswaran a time-based grant of RSUs for transition services in connection with his retirement as our Chief Executive Officer. The terms of this grant are described below under “Mr. Maheswaran’s Transition and Retirement Agreement” and were negotiated with Mr. Maheswaran as part of his Transition and Retirement Agreement. Mr. Maheswaran did not receive Performance-Based Units (discussed below) during fiscal year 2024. In addition, and as discussed above, in January 2024 we granted the Salary Reduction Awards to Messrs. Silberstein and Wilson.

  76. Equity Incentive Awards

    | Semtech Corporation 2024 Proxy Statement | 40 |

  77. Equity Incentive Awards

    Performance-Based Restricted Stock Units – Relative TSR PSUs One-half of the Performance-Based Units granted to the NEOs in fiscal year 2024 are Relative TSR PSUs eligible to vest based on the Company’s TSR relative to the companies included in the Russell 3000 index (the “Index”). The Compensation Committee believed that relative TSR would be an effective measure for evaluating our performance over a sustained time horizon while adjusting for broader market conditions in a volatile industry sector. The Compensation Committee believed that the use of the Index was appropriate as a broad-based measure of the Company's relative TSR performance, and was consistent with the measurement methodology or relative TSR plans of many comparable companies. The use of relative TSR as a performance metric also supplements the financial metrics we use to evaluate performance under our bonus plan and the Financial Metric PSUs. A target number of the Relative TSR PSUs is covered by each award, with one-third of the target number of units allocated to each of the three performance periods covered by the award (with the first period consisting of our 2024 fiscal year, the second period consisting of our 2024 and 2025 fiscal years, and the third period consisting of our 2024, 2025 and 2026 fiscal years). Between 0% and 200% of the target number of units allocated to each of those periods is eligible to vest based on our relative TSR performance through the end of that period determined as follows:

  78. Equity Incentive Awards

    | TSR Percentile Rank | Award Multiplier | | 75th or greater | 200% | | 50th | 100% | | 25th | 50% | | Less than 25th | 0% |

  79. Equity Incentive Awards

    The TSR Percentile Rank for a performance period is the percentile ranking of our TSR for that performance period as compared to the TSRs achieved by the companies comprising the Comparison Group for that performance period. The “Comparison Group” means each of the companies included in the Index as of the first day of the performance period that remains a publicly traded company through the last day of the performance period, with any company included in the Index as of the first day of the performance period that does not remain a publicly traded company through the last day of the performance period as a result of such company’s bankruptcy, insolvency or liquidation included but its TSR for that performance period is deemed to be -100%. For these purposes, TSR for both the Company and the Index companies is calculated based on the average closing prices over the 30-trading-day period preceding the performance period and the 30-trading day period ending with the last day of the performance period and assuming in each case that all dividends issued over the performance period are reinvested as of the payment date. The Award Multiplier for a performance period determined based on the TSR Percentile Rank for that performance period is applied to the target number of shares allocated to the applicable performance period. If the TSR Percentile Rank falls between two levels in the table above, the Award Multiplier will be determined using straight line interpolation between those levels. In addition, if the Company’s TSR for a particular performance period is negative, the Award Multiplier for that performance period is capped at 100%. Performance-Based Restricted Stock Units – Financial Metric PSUs The remaining one-half of the Performance-Based Units granted to the NEOs in fiscal year 2024 are Financial Metric PSUs eligible to vest based on the Company net revenue and non-GAAP operating income for each of fiscal years 2024, 2025 and 2026. One-third of the target number of units is allocated to each of the three fiscal years covered by the award, with one-half of the target units for each fiscal year being allocated to each of the two performance metrics. Between 0% and 200% of the target number of units allocated to each metric for each fiscal year is eligible to vest based on our performance during that fiscal year. However, for the fiscal year 2025 and 2026 performance periods, the vesting percentage for a particular metric (net revenue or non-GAAP operating income) will be 0% for that metric for that fiscal year if the Company’s actual performance level for that metric in that fiscal year does not exceed the Company’s actual performance level for that metric in the immediately preceding fiscal year.

  80. Equity Incentive Awards

    | Semtech Corporation 2024 Proxy Statement | 41 |

  81. Equity Incentive Awards

    The Financial Metric PSUs allocated to the fiscal year 2024 performance period for each metric were eligible to vest as follows (other than in the case of the awards for Messrs. Pickle and Lin, discussed below):

  82. Equity Incentive Awards

    | If the Company’s Actual Net Revenue or Non-GAAP Operating Income Performance for Fiscal Year 2024 (as a Percentage of the Applicable Target Stated Below for that Performance Period) is: | The Vesting Percentage for the Portion of the Award Corresponding to that Financial Metric is: | | Below 80% of the target | 0% | | 80% of the target | 60% | | 85% of the target | 70% | | 90% of the target | 80% | | 95% of the target | 90% | | 100% of the target | 100% | | 105% of the target | 105% | | 110% of the target | 110% | | 115% of the target | 115% | | 120% of the target | 125% | | 125% of the target | 130% | | 130% of the target | 135% | | 135% of the target | 140% | | 140% of the target | 145% | | 145% of the target | 150% | | 150% of the target | 155% | | Above 150% of the target | 200% |

  83. Equity Incentive Awards

    For purposes of the Financial Metric PSUs awarded to the NEOs (other than Messrs. Pickle and Lin), the target level of net revenue for fiscal year 2024 was $1,227 million and the target level of non-GAAP operating income was $204.5 million. In the employment agreement negotiations with each of Messrs. Pickle and Lin, the Compensation Committee agreed that it would re-consider the financial metric levels used in granting their Financial Metric PSUs as Messrs. Pickle and Lin had not been employed with the Company for the first portion of the fiscal year (when the Financial Metric PSUs were awarded to the other NEOs) such that the goals for the awards would be more reflective of expectations once Messrs. Pickle and Lin had joined the Company and the Compensation Committee had re-considered the goals. For the portion of the Financial Metric PSUs awarded to Messrs. Pickle and Lin that are allocated to the fiscal year 2024 performance period, the awards are eligible to vest as follows:

  84. Equity Incentive Awards

    | If the Company’s Actual Net Revenue for Fiscal Year 2024 (in millions) is: | If the Company’s Actual Non-GAAP Operating Income for Fiscal Year 2024 (in millions) is: | The Vesting Percentage for the Portion of the Award Corresponding to that Financial Metric is: | | Less than $779.2 | Less than $73.7 | 0% | | $779.2 | $73.70 | 60% | | $865.8 | $92.10 | 100% | | Equal to or Greater than $1,082.3 | Equal to or Greater than $138.2 | 200% |

  85. Equity Incentive Awards

    If actual performance falls between two levels in the applicable table above, the vesting percentage for that metric will be determined using straight line interpolation between those levels. In the case of each Performance-Based Unit, the award is scheduled to vest (to the extent the applicable performance goal is attained) only if the award recipient remains employed with the Company through the date that the Compensation Committee determines the performance level achieved for the applicable performance period.

  86. Equity Incentive Awards

    | Semtech Corporation 2024 Proxy Statement | 42 |

  87. Equity Incentive Awards

    Fiscal Year 2024 Annual Equity Incentive Awards For fiscal year 2024, the Compensation Committee granted our NEOs annual Time-Based Units and Performance-Based Units covering the number of shares of our common stock set forth in the following table (with PSUs shown at the target number of units). As noted above, the Compensation Committee believed that this mix of awards was consistent with our performance-based philosophy as a substantial portion of each NEO’s total annual equity awards was performance-based.

  88. Equity Incentive Awards

    | Executive | Time-Based Units(1) | Performance-Based Units (Target) (1) | | Mr. Pickle | 123,652 | 123,653 | | Mr. Lin | 37,969 | 37,970 | | Mr. Rodensky | 25,488 | 20,854 | | Mr. Silberstein | 36,411 | 29,790 | | Mr. Wilson | 25,488 | 20,854 | | Mr. Maheswaran | — | — | | Mr. Chukwu | 32,770 | 26,812 | | Mr. Ammann | 27,308 | 22,342 | | Ms. McGee | 25,488 | 20,854 |

  89. Equity Incentive Awards

    (1) As described above, one-half of the Performance-Based Units are Relative TSR PSUs and one-half of the Performance-Based Units are Financial Metric PSUs. The awards included in the table for Messrs. Pickle and Lin are their respective inducement grants awarded in connection with their joining the Company. This table does not include the retention grant of 232,635 time-based RSUs to Mr. Maheswaran pursuant to his Transition and Retirement Agreement or the Salary Reduction Awards for Messrs. Silberstein and Wilson. Vesting of Fiscal Year 2024, 2023 and 2022 Performance-Based Awards As noted above, the first performance period for the fiscal year 2024 Relative TSR PSUs and Financial Metric PSUs awarded to our NEOs consisted of our 2024 fiscal year. In fiscal years 2023 and 2022, we also granted Relative TSR PSUs to our executive officers. The second performance period for the fiscal year 2023 Relative TSR PSUs consisted of our 2023 and 2024 fiscal years, and the third performance period for the fiscal year 2022 Relative TSR PSUs consisted of our 2022, 2023 and 2024 fiscal years. Our Relative TSR PSUs granted in fiscal years 2022 and 2023 are similar to our Relative TSR PSUs granted in fiscal year 2024, except that performance-based vesting for the Relative TSR PSUs granted in fiscal years 2022 and 2023 is measured based on the Company’s TSR for the applicable performance period relative to the TSR of the S&P Semiconductor Select Industry Index for that performance period. A target number of Performance-Based Units is covered by each award, with one-third of the target number of units allocated to each of the three performance periods covered by the award. Between 0% and 200% of the target number of units allocated to each of those periods is eligible to vest based on our relative TSR performance through the end of that period determined in the same manner as the fiscal year 2024 Relative TSR PSUs described above. In March 2024, the Compensation Committee determined that all of the Relative TSR PSUs allocated to performance periods ending in fiscal year 2024 were forfeited in their entirety (including such portion of the Relative TSR PSUs awarded to Messrs. Pickle and Lin as their Relative TSR PSU performance measurement framework was not adjusted to account for the fact that they joined the Company during the year). Our TSR Percentile Rank and Award Multiplier for the applicable performance periods are shown in the table below.

  90. Equity Incentive Awards

    | Year of Grant | Measurement Period | % of Target Award Tied to Period | Semtech TSR | TSR Percentile Rank | Award Multiplier (% of Target Units Vesting) | | Fiscal Year 2022 | 3 years Ending FYE24 | 33 1/3% | -29.26% | 16.10% | 0.00% | | Fiscal Year 2023 | 2 years Ending FYE24 | 33 1/3% | -29.75% | 17.87% | 0.00% | | Fiscal Year 2024 | 1 year Ending FYE24 | 33 1/3% | -29.75% | 17.87% | 0.00% |

  91. Equity Incentive Awards

    The remaining one-third of the target number of Relative TSR PSUs granted in fiscal year 2023 remain outstanding and eligible to vest based on our relative TSR performance during the three-year performance period consisting of our fiscal years 2023-2025.

  92. Equity Incentive Awards

    | Semtech Corporation 2024 Proxy Statement | 43 |

  93. Equity Incentive Awards

    The remaining two-thirds of the target number of Relative TSR PSUs granted in fiscal year 2024 remain outstanding and eligible to vest based on our relative TSR performance during two- and three-year performance periods consisting of our fiscal years 2024-2025 and our fiscal years 2024-2026, respectively. In March 2024, the Compensation Committee also determined that the Company’s net revenue for fiscal year 2024 was $868,758,000, and the Company non-GAAP operating income for fiscal year 2024 was $92,668,000*. Accordingly, based on the chart above, the vesting percentage for each of the Financial Metric PSUs granted to the NEOs (other than Messrs. Pickle and Lin) for fiscal year 2024 was 0% for the revenue portion of the award and 0% for the non-GAAP operating income portion of the award, and the vesting percentage for each of the Financial Metric PSUs granted to Messrs. Pickle and Lin for fiscal year 2024 was 101.4% for the revenue portion of the award and 101.2% for the non-GAAP operating income portion of the award. The remaining two-thirds of the target number of Financial Metric PSUs granted in fiscal year 2024 remain outstanding and eligible to vest based on our net revenue and non-GAAP operating income during fiscal years 2025 and 2026. Fiscal Year 2020 CEO Equity Incentive Awards and Absolute Stock Price PSUs In March 2019, our Compensation Committee approved an equity compensation program for Mr. Maheswaran that included Performance-Based Units that were eligible to vest based on the Company’s TSR relative to the TSR of the SPDR S&P Semiconductor ETF (NYSE:XSD) over a four-year period consisting of our 2020, 2021, 2023, and 2024 fiscal years), and Performance-Based Units that were eligible to vest based on the Company’s stock price reaching certain pre-established share values (“Absolute Stock Price PSUs”). Specifically, the Absolute Stock Price PSUs were eligible to vest during the period commencing March 5, 2019 and ending March 5, 2024 (the “Performance Period”) as follows: 30% of the restricted stock units covered by the Absolute Stock Price PSUs would vest if, during any period of 30 consecutive trading days that commenced and ended during the Performance Period, the average per-share closing price of the Company’s common stock equaled or exceeded $71.00; and the award would vest in full if, during any period of 30 consecutive trading days that commenced and ended during the Performance Period, the average per-share closing price of the Company’s common stock equaled or exceeded $95.00. If a change in control of the Company occurred during the Performance Period: 30% of the award would vest if the $71.00 vesting level under the awards was not previously attained and the Company’s stockholders become entitled to receive per-share consideration in the transaction having a value equal to or greater than $71.00; the awards would vest in full if the Company’s stockholders became entitled to receive per-share consideration in the transaction having a value equal to or greater than $95.00; and there would be proportionate vesting (between 30% and 100% of the unvested portion of the award) if the Company’s stockholders became entitled to receive per-share consideration in the transaction having a value between $71.00 and $95.00. All of the relative TSR Performance-Based Units awarded to Mr. Maheswaran in March 2019 were forfeited because the threshold level of relative TSR performance required in order for any portion of these tranches to vest was not achieved. Furthermore, in connection with his separation from employment with the Company, Mr. Maheswaran forfeited his remaining Absolute Stock Price PSUs. Fiscal Year 2022 Absolute Stock Price PSUs In March 2021, we awarded Absolute Stock Price PSUs to certain of our executive officers (including Messrs. Rodensky, Silberstein and Wilson) that were similar to the Absolute Stock Price PSUs awarded to Mr. Maheswaran in fiscal year 2020, as discussed above, except the Absolute Stock Price PSUs awarded to our other executive officers in fiscal year 2022 did not have vesting goals tied to the achievement of a $71.00 stock value. The Absolute Stock Price PSUs awarded in fiscal year 2022 would vest if, during any period of 30 consecutive trading days that commenced and ended during a performance period ending March 5, 2024, the average per-share closing price of the Company’s common stock equaled or exceeded $95.00. If a change in control of the Company occurred during the performance period, the Absolute Stock Price PSUs would vest in full if the Company’s stockholders became entitled to receive per-share consideration in the transaction having a value equal to or greater than $95.00, and there would be proportionate vesting (between 0% and 100%) if the Company’s stockholders became entitled to receive per-share consideration in the transaction having a value between $71.00 and $95.00. No portion of these Absolute Stock Price PSUs vested and the awards were forfeited.

  94. Employment Agreements and Change in Control Benefits

    Employment Agreements and Change in Control Benefits Employment Agreement with Paul Pickle On May 25, 2023, the Company and Mr. Pickle entered into an employment agreement (the “Pickle Employment Agreement”) that provides for Mr. Pickle’s employment with the Company, as its President and Chief Executive Officer, effective as of June 30, 2023. The terms of the Pickle Employment Agreement were negotiated with Mr. Pickle and include the following compensation and benefits while he serves the Company in that position: • Mr. Pickle will be entitled to an annual base salary of $650,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time. • Mr. Pickle will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Mr. Pickle’s annual target and maximum bonus opportunities will be 100% and 200%, respectively, of his base salary for the corresponding fiscal year. • During fiscal year 2024, the Company granted Mr. Pickle a stock unit award covering a number of shares of Company common stock equal to $5,000,000 divided by the average of the closing prices for a share of the Company’s common stock (in regular trading) on The Nasdaq Stock Market over the 30 consecutive trading days ending with May 30, 2023. Half of the stock units awarded to Mr. Pickle are time-based vesting stock units (“RSUs”) scheduled to vest, subject to Mr. Pickle’s continued service, over a three-year period (with one-twelfth of the RSUs scheduled to vest on October 1, 2023 and on the first trading day of each calendar quarter thereafter for the following eleven calendar quarters). Half of the stock units awarded to Mr. Pickle are the “target” number of performance-based vesting stock units (“PSUs”), with half of the “target” number of PSUs subject to vesting based on the attainment of certain financial measures (“Financial Metric PSUs”) and the other half of the “target” number of PSUs subject to vesting based on the Company’s relative total shareholder return (“Relative TSR PSUs”). Between 0% and 200% of the “target” number of stock units subject to the performance-based awards may become eligible to vest based on actual performance during the applicable performance periods. The performance measures applicable to the Relative TSR PSUs are consistent with the performance measures applicable to the Relative TSR PSUs awarded by the Company to its other executive officers for fiscal year 2024 described above under “Equity Incentive Awards”. The RSUs and Relative TSR PSUs were awarded on Mr. Pickle’s June 30, 2023 start date with the Company. The Financial Metric PSUs were awarded following his start date when the applicable performance goals were determined by the Compensation Committee. All such awards were structured to satisfy the “inducement grant” exception under applicable listing rules and, accordingly, they were not granted under the Company’s 2017 Long-Term Equity Incentive Plan. • Additional equity awards for Mr. Pickle, commencing with awards for fiscal year 2025, will be in the discretion of the Board (or a committee thereof). • Mr. Pickle will also be entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers employed in the United States. The term of Mr. Pickle’s employment under the Pickle Employment Agreement is for an initial term commencing on his June 30, 2023 start date and ending on June 30, 2028, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company or Mr. Pickle. The Pickle Employment Agreement generally provides that if Mr. Pickle’s employment with the Company is terminated by the Company without Cause (as defined in the Pickle Employment Agreement), upon expiration of the term of the Pickle Employment Agreement then in effect by reason of the Company’s delivery of a notice of non-renewal if the Company did not have Cause to deliver such non-renewal notice, or by Mr. Pickle for Good Reason (as defined in the Pickle Employment Agreement), Mr. Pickle will be entitled to receive the following separation benefits: (1) one times his annual base salary paid out in installments over the year following his separation date (or, in the event such termination of employment occurs during a Change in Control Window, Mr. Pickle will instead be entitled to payment of two times his annual base salary paid out in installments over the two years following his separation date); (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which

  95. Employment Agreements and Change in Control Benefits

    | Semtech Corporation 2024 Proxy Statement | 45 |

  96. Employment Agreements and Change in Control Benefits

    his employment ends (pro-rata based on the number of days of employment during the year); (3) payment or reimbursement of Mr. Pickle’s premiums to continue healthcare coverage under COBRA for up to 12 months (24 months if such termination of employment occurs during a Change in Control Window); (4) full vesting of any unvested amounts allocated to Mr. Pickle’s account under the Deferred Compensation Plan; (5) as to each then-outstanding equity-based award granted by the Company to Mr. Pickle that vests based solely on continued service with the Company and unless otherwise expressly provided in the applicable award agreement, accelerated vesting of any portion of the award that was scheduled to vest within one year after Mr. Pickle’s separation date (accelerated vesting of the entire outstanding and unvested portion of the award if such termination of employment occurs during a Change in Control Window); and (6) as to each outstanding equity-based award granted by the Company to Mr. Pickle that is subject to performance-based vesting requirements and unless otherwise expressly provided in the applicable award agreement, Mr. Pickle’s employment with the Company will be deemed to have continued for one year after his separation date (except that, if such termination of employment occurs during a Change in Control Window, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement). Mr. Pickle’s receipt of the separation benefits described above is conditioned on Mr. Pickle delivering a release of claims in favor of the Company. For purposes of the Pickle Employment Agreement, “Change in Control Window” generally means the period of time in connection with a change in control of the Company that begins on the date 90 days prior to the consummation of the change in control transaction (or, if earlier, on the date a definitive agreement is entered into to effect the change in control transaction) and ends on the second anniversary of the consummation of the change in control transaction. If Mr. Pickle’s employment terminates due to his death or disability, he would be entitled to payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends.

  97. Employment Agreement with Mark Lin

    Employment Agreement with Mark Lin On September 5, 2023, the Company and Mr. Lin entered into an employment agreement (the “Lin Employment Agreement”) that provides for Mr. Lin’s employment with the Company, as its Executive Vice President and Chief Financial Officer, effective as of October 2, 2023. The terms of the Lin Employment Agreement were negotiated with Mr. Lin and include the following compensation and benefits while he serves the Company in that position: • Mr. Lin will be entitled to an annual base salary of $420,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time. • Mr. Lin will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Mr. Lin’s annual target and maximum bonus opportunities will be 75% and 150%, respectively, of his base salary for the corresponding fiscal year. • During fiscal year 2024, the Company granted Mr. Lin a stock unit award covering a number of shares of Company common stock equal to $1,900,000 divided by the volume-weighted average of the closing prices for a share of the Company’s common stock (in regular trading) on The Nasdaq Stock Market over the 30 consecutive trading days ending with October 2, 2023. Half of the stock units awarded to Mr. Lin are time-based vesting RSUs scheduled to vest, subject to Mr. Lin’s continued service, over a three-year period (with one-third of the RSUs scheduled to vest on October 2, 2024 and the balance scheduled to vest in quarterly installments thereafter over the following two years). Half of the stock units awarded to Mr. Lin are the “target” number of PSUs, with half of the “target” number of PSUs being Financial Metric PSUs subject to vesting based on the attainment of certain financial measures and the other half of the “target” number of PSUs being Relative TSR PSUs subject to vesting based on the Company’s relative total shareholder return. Between 0% and 200% of the “target” number of stock units subject to the performance-based awards may become eligible to vest based on actual performance during the applicable performance periods. The performance measures applicable to the Relative TSR PSUs are consistent with the performance measures applicable to the Relative TSR PSUs awarded by the Company to its other executive officers for fiscal year 2024 described above under “Equity Incentive Awards”. The RSUs and Relative TSR PSUs were awarded on Mr. Lin’s October 2, 2023 start date with the Company. The Financial Metric PSUs were awarded following his start date when the applicable performance goals were determined by the Compensation Committee. All such awards were structured to satisfy the “inducement grant” exception under applicable listing rules and, accordingly, they were not granted under the Company’s 2017 Long-Term Equity Incentive Plan. • Additional equity awards for Mr. Lin, commencing with awards for fiscal year 2025, will be in the discretion of the Board (or a committee thereof). • Mr. Lin received a signing bonus of $200,000. The signing bonus will vest monthly over the two year period following his start date. If Mr. Lin’s employment with the Company ends during that two year period (other than in circumstances triggering severance benefits for Mr. Lin, as described below), Mr. Lin has agreed to repay the then-unvested portion of the signing bonus to the Company. • Mr. Lin will also be entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers employed in the United States. The term of Mr. Lin’s employment under the Lin Employment Agreement is for an initial term commencing on the his October 2, 2023 start date and ending on October 2, 2028, with automatic one-year renewals unless one party has

  98. Employment Agreement with Mark Lin

    | Semtech Corporation 2024 Proxy Statement | 46 |

  99. Employment Agreement with Mark Lin

    provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company or Mr. Lin. The Lin Employment Agreement generally provides that if Mr. Lin’s employment with the Company is terminated by the Company without Cause (as defined in the Lin Employment Agreement), upon expiration of the term of the Lin Employment Agreement then in effect by reason of the Company’s delivery of a notice of non-renewal if the Company did not have Cause to deliver such non-renewal notice, or by Mr. Lin for Good Reason (as defined in the Lin Employment Agreement), Mr. Lin will be entitled to receive the following separation benefits: (1) one times his annual base salary paid out in installments over the year following his separation date (or, in the event such termination of employment occurs during a Change in Control Window, Mr. Lin will instead be entitled to payment of two times his annual base salary paid out in installments over the two years following his separation date); (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the number of days of employment during the year); (3) payment or reimbursement of Mr. Lin’s premiums to continue healthcare coverage under COBRA for up to 12 months (24 months if such termination of employment occurs during a Change in Control Window); (4) full vesting of any unvested amounts allocated to Mr. Lin’s account under the Deferred Compensation Plan; (5) as to each then-outstanding equity-based award granted by the Company to Mr. Lin that vests based solely on continued service with the Company and unless otherwise expressly provided in the applicable award agreement, accelerated vesting of any portion of the award that was scheduled to vest within one year after Mr. Lin’s separation date (accelerated vesting of the entire outstanding and unvested portion of the award if such termination of employment occurs during a Change in Control Window); and (6) as to each outstanding equity-based award granted by the Company to Mr. Lin that is subject to performance-based vesting requirements and unless otherwise expressly provided in the applicable award agreement, Mr. Lin’s employment with the Company will be deemed to have continued for one year after his separation date (except that, if such termination of employment occurs during a Change in Control Window, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement). Mr. Lin’s receipt of the separation benefits described above is conditioned on Mr. Lin delivering a release of claims in favor of the Company. For purposes of the Lin Employment Agreement, “Change in Control Window” has the same meaning as in the Pickle Employment Agreement described above. If Mr. Lin’s employment terminates due to his death or disability, he would be entitled to payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends and the Company would provide the COBRA benefit described in the preceding paragraph. Severance From time to time, the Compensation Committee believes that providing employment agreements and/or severance protections to our executive officers is appropriate to induce a new executive to join the Company or to help to ensure the day-to-day stability and focus of our management team. As described above, the Compensation Committee approved employment agreements for Messrs. Pickle and Lin during fiscal year 2024 that provide severance benefits on certain terminations of their employment with the Company. The Compensation Committee evaluates the level of severance benefits, if any, to be provided to other NEOs on a case-by-case basis taking into account severance benefit levels provided to executives holding similar positions at the Peer Group companies. Equity Plan Change in Control Benefits Under the terms of our stockholder approved equity incentive plans, if there is a change in control of the Company and the successor entity does not assume the obligation for the stock options or other equity-based awards, or the awards do not otherwise remain outstanding after the transaction, then the unvested stock options and other equity based awards (other than Performance-Based Units, described below) generally will become fully vested as a result of the transaction. If the successor entity does assume the obligation for stock options or other equity-based awards in the change in control transaction, then in the event of a loss of employment within 12 months following a “change in control,” due to termination of employment by the Company without “cause” or a “constructive termination” of the participant (as those terms are defined in the applicable plan), certain then unvested stock options and other equity based awards, but not including Performance-Based Units granted under the Company’s 2008 Long-Term Equity Incentive Plan (the “2008 Plan”), its 2013 Long-Term Equity Incentive Plan (the “2013 Plan”) and the 2017 Plan, will become fully vested. As to our Performance-Based Units awarded in fiscal years 2022 through 2024, in the event of a change in control in which the Company’s stock ceases to be publicly-traded, the number of units subject to any portion of the award as to which the performance period did not end before the closing of the change in control will become “fixed” based on the Company’s TSR relative to the TSR of the Index (or the Comparison Group, as applicable) for a shortened performance period ending with the change in control. In such circumstances, a prorated portion (based on the portion of the performance period elapsed before the transaction) of the number of units that become fixed on the change in control will accelerate and be paid upon the closing of the transaction. The balance of the units will remain subject to the time-based vesting condition applicable to the awards through the end of the original applicable performance periods (unless the awards were to be terminated in connection with the transaction and not assumed by an acquiring company, in which case these units would also vest on the closing of the transaction). If the executive’s employment terminates in circumstances on or after a change in control that entitle the executive to severance benefits under the Semtech Corporation Executive Change in Control Retention Plan described below or the executive’s employment agreement, the

  100. Employment Agreement with Mark Lin

    | Semtech Corporation 2024 Proxy Statement | 47 |

  101. Employment Agreement with Mark Lin

    time-based vesting conditions applicable to the award would no longer apply and the remaining units subject to the award (after giving effect to the performance measurement on the change in control) would accelerate and become payable on the separation. The Absolute Stock Price PSUs would terminate in the event of a change in control in which the Company’s stock ceases to be publicly-traded to the extent the awards do not vest, as described above, based on the per-share consideration that the Company’s stockholders become entitled to receive in the transaction. Deferred Compensation Plan Our Deferred Compensation Plan provides for vesting of account balances attributable to Company matching contributions on involuntary termination of employment within 18 months of a change in control. Executive Change in Control Retention Plan The Compensation Committee believes that providing severance protections to our executive officers should a change in control occur is in the best interests of the Company and our stockholders in order to provide additional retention incentives to the selected executive officers and to encourage them to remain employed with the Company during an important time when their prospects for continued employment following a change in control transaction are often uncertain. Accordingly, we maintain the Semtech Corporation Executive Change in Control Retention Plan (the “CIC Plan”). As described above, Messrs. Pickle and Lin have entered into employment agreements with the Company that include severance protections, and accordingly, they do not participate in the CIC Plan. The CIC Plan provides for certain severance benefits if the participant’s employment with the Company terminates in certain circumstances in connection with a “change in control” (as defined in the CIC Plan). If the CIC Plan participant’s employment is terminated by the Company other than for “cause” (as defined in the CIC Plan) or by the participant for “good reason” (as such terms are defined in the CIC Plan), in either case during a “change in control window,” the participant will be entitled to receive certain severance benefits. For these purposes, a “change in control window” is defined as the period (1) beginning on the earlier of (a) 90 days prior to a change in control or (b) the execution of a definitive agreement to effect a transaction that, if consummated in accordance with the proposed terms, would constitute a change in control (provided that the transaction with the party to the definitive agreement is actually consummated within one year following the execution of such definitive agreement and such transaction actually constitutes a change in control), and (2) ending on the second anniversary of such change in control. A more detailed description and discussion of the CIC Plan is found below in this Proxy Statement in the report on Executive Compensation, under the heading “Potential Payments on Termination or Change in Control.” The CIC Plan does not provide for automatic accelerated vesting of equity awards upon a change in control transaction. The CIC Plan does not include a tax “gross-up” provision. Instead, if any payment or benefit received by a participant in the CIC Plan in connection with a change in control of the Company would have been subject to any excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), such payments and benefits will either be reduced (but not below zero) as necessary to avoid the participant incurring any such Excise Tax or be paid in full (with the participant paying any Excise Tax due), whichever places the participant in the best after-tax position (taking into account federal, state and local income taxes and the Excise Tax). For more information on our severance and change in control arrangements with the NEOs, please see “Potential Payments on Termination or Change in Control” below in this Proxy Statement. Mr. Silberstein’s Retention Agreement On June 8, 2023, the Company and Mr. Silberstein entered into a Retention Agreement (the “Silberstein Retention Agreement”) that provides for severance benefits in the event that Mr. Silberstein’s employment with the Company terminates under certain conditions described below. The Compensation Committee determined it would be appropriate to provide these severance protections to Mr. Silberstein during this period in which the Company was transitioning to a new Chief Executive Officer. The Silberstein Retention Agreement generally provides that if, at any time prior to December 8, 2024, Mr. Silberstein’s employment with the Company is terminated by the Company without Cause or by Mr. Silberstein for Good Reason (as such terms are defined in the Silberstein Retention Agreement), and in either case his termination is not in connection with a change in control of the Company, Mr. Silberstein will be entitled to receive the following separation benefits: (1) one times his annual base salary paid out in installments over twelve months following his separation date; (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the fiscal year in which his employment ends (pro-rata based on the number of days of employment during the year); (3) payment or reimbursement of Mr. Silberstein’s premiums to continue healthcare coverage under COBRA for up to 12 months; (4) as to each then-outstanding equity-based award granted by the Company to Mr. Silberstein that vests based solely on continued service with the Company and unless otherwise expressly provided in the applicable award agreement, accelerated vesting of any portion of the award that was scheduled to vest within one year after Mr. Silberstein’s separation date; and (5) as to each outstanding equity-based award granted by the Company to Mr. Silberstein that is

  102. Employment Agreement with Mark Lin

    | Semtech Corporation 2024 Proxy Statement | 48 |

  103. Employment Agreement with Mark Lin

    subject to performance-based vesting requirements and unless otherwise expressly provided in the applicable award agreement, Mr. Silberstein will be deemed to have satisfied any service-based requirement applicable to a performance period that ends within one year after his separation date. Mr. Silberstein’s receipt of the separation benefits described above is conditioned on Mr. Silberstein delivering a release of claims in favor of the Company. Mr. Silberstein will also continue to be eligible for severance benefits under the CIC Plan described above if there is an involuntary termination of his employment with the Company during the “change in control window” (as defined in the CIC Plan). If Mr. Silberstein is entitled to benefits provided under the CIC Plan and his separation date occurs prior to the applicable change in control transaction, the cash severance provided under the Change in Control Plan shall be reduced by the amount of any cash severance previously paid to him pursuant to the Silberstein Retention Agreement. Mr. Maheswaran’s Transition and Retirement Agreement On March 16, 2023, Mr. Maheswaran announced that he would retire as the Company’s President and Chief Executive Officer. In connection with his retirement, the Company entered into a Transition and Retirement Agreement with Mr. Maheswaran on March 14, 2023 (the “Transition and Retirement Agreement”). Pursuant to the Transition and Retirement Agreement, Mr. Maheswaran agreed to provide transition support to the Company for a period of 18 months and continue to serve as the Company’s Chief Executive Officer until the earlier of September 14, 2024 or a date determined by the Board. Mr. Maheswaran retired as an officer and employee of the Company and as a member of the Board, effective as of June 29, 2023. Following his retirement and through September 14, 2024, Mr. Maheswaran continues to provide transition support to the Company as a consultant. Mr. Maheswaran was paid his base salary at the rate of $750,000 annually through his retirement date and, pursuant to the Transition and Retirement Agreement, Mr. Maheswaran was eligible to receive a target annual bonus for fiscal year 2024 ($937,500), pro-rated for the portion of fiscal year 2024 that he served as the Company’s Chief Executive Officer. No cash compensation is payable for the period of time Mr. Maheswaran provides consulting services under the Transition and Retirement Agreement. The Transition and Retirement Agreement also includes a general release of any claims by Mr. Maheswaran. In connection with the Transition and Retirement Agreement, the Company granted Mr. Maheswaran a restricted stock unit award with respect to 232,635 shares of the Company’s common stock. The restricted stock units are scheduled to vest in six substantially equal installments (on a quarterly basis) over the 18-month transition period, with vesting subject to Mr. Maheswaran’s continued service, and his compliance with his other obligations under the Transition and Retirement Agreement, through the applicable vesting date. The outstanding and unvested restricted stock units subject to the award will accelerate and become fully vested upon Mr. Maheswaran’s death, a change in control of the Company, or if the Company terminates Mr. Maheswaran’s services during the 18-month transition period in certain circumstances not provided for in the Transition and Retirement Agreement. The Transition and Retirement Agreement provides that Mr. Maheswaran will not be entitled to severance benefits under his offer letter with the Company or under any Company severance plan or policy. Separation Agreements with Messrs. Chukwu and Ammann and Ms. McGee We terminated Mr. Chukwu's employment effective as of November 10, 2023, Mr. Ammann's employment effective as of September 25, 2023 and Ms. McGee's employment effective as of August 7, 2023. In connection with their respective terminations from employment, we negotiated and entered into a Separation and General Release Agreement with each of Messrs. Chukwu and Ammann and Ms. McGee (the “Chukwu Separation Agreement,” the "Ammann Separation Agreement," and the "McGee Separation Agreement," respectively). The Separation and General Release Agreements are described in the “Potential Payments on Termination or Change in Control” section below.

  104. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    | SUMMARY COMPENSATION TABLE – FISCAL YEARS 2022-2024 | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Paul H. Pickle (4) (5) | 2024 | 365,000 | — | 6,380,681 | — | — | — | 6,745,681 | | President and Chief Executive Officer | | | | | | | | | | Mark Lin (4) (6) | 2024 | 129,231 | 200,000 | 1,940,754 | — | — | — | 2,269,985 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Michael W. Rodensky (4) (7) | 2024 | 375,294 | — | 1,552,881 | — | — | 35,566 | 1,963,741 | | Former Senior Vice President, Global Sales | | | | | | | | | | Asaf Silberstein | 2024 | 450,635 | — | 2,269,521 | — | — | 33,332 | 2,753,488 | | Executive Vice President and Chief Operating Officer | 2023 | 410,000 | — | 1,916,714 | — | 328,000 | 43,344 | 2,698,058 | | | 2022 | 408,808 | — | 1,705,408 | — | 327,180 | 42,141 | 2,483,537 | | J. Michael Wilson (4) | 2024 | 362,462 | — | 1,890,314 | — | — | 27,635 | 2,280,411 | | Chief Quality Officer and Chief Technology Officer | | | | | | | | | | Mohan R. Maheswaran (8) | 2024 | 328,846 | — | 6,999,987 | — | — | 428,918 | 7,757,751 | | Former President and Chief Executive Officer | 2023 | 741,654 | — | — | — | 240,000 | 82,565 | 1,064,219 | | | 2022 | 676,423 | — | — | — | 915,272 | 75,483 | 1,667,178 | | Emeka N. Chukwu (9) | 2024 | 347,308 | — | 1,996,544 | — | — | 498,864 | 2,842,716 | | Former Executive Vice President and Chief Financial Officer | 2023 | 430,000 | — | 2,070,702 | — | 252,840 | 50,520 | 2,804,062 | | | 2022 | 427,616 | — | 2,284,527 | — | 337,980 | 50,531 | 3,100,654 | | Charles B. Ammann (10) | 2024 | 274,154 | — | 1,663,726 | — | — | 473,712 | 2,411,592 | | Former Executive Vice President, Chief Legal Officer and Secretary | 2023 | 405,000 | — | 1,712,846 | — | 249,480 | 50,413 | 2,417,739 | | Julie A. McGee (11) | 2024 | 211,500 | — | 1,552,881 | — | — | 753,422 | 2,517,803 | | Former Senior Vice President, Chief Marketing Officer and Chief ESG Officer | | | | | | | | |

  105. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents information regarding the equity and non-equity incentive awards granted to the NEOs during fiscal year 2024. The material terms of each award are described below under “Description of Fiscal Year 2024 Plan-Based Awards.”

  106. Grants of Plan-Based Awards in Fiscal Year 2024

    | Semtech Corporation 2024 Proxy Statement | 54 |

  107. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2024 (1)

    GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2024 (1)

  108. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2024 (1)

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Pickle | | | | | | | | | | | | | Annual Incentive | N/A | 162,500 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | | RSU | 6/30/2023 | — | — | — | — | — | — | 123,652 | — | — | 3,148,180 | | PSU (TSR) | 6/30/2023 | — | — | — | — | 61,827 | 123,654 | — | — | — | 1,959,504 | | PSU (Metric) | 1/26/2024 | — | — | — | — | 61,826 | 123,652 | — | — | — | 1,272,997 | | Mr. Lin | | | | | | | | | | | | | Annual Incentive | N/A | 78,750 | 315,000 | 630,000 | — | — | — | — | — | — | — | | RSU | 10/2/2023 | — | — | — | — | — | — | 37,969 | — | — | 957,198 | | PSU (TSR) | 10/2/2023 | — | — | — | — | 18,985 | 37,970 | — | — | — | 592,655 | | PSU (Metric) | 1/26/2024 | — | — | — | — | 18,985 | 37,970 | — | — | — | 390,901 | | Mr. Rodensky | | | | | | | | | | | | | Annual Incentive | N/A | 70,313 | 281,250 | 562,500 | — | — | — | — | — | — | — | | RSU | 3/7/2023 | — | — | — | — | — | — | 25,488 | — | — | 769,992 | | PSU (TSR) | 3/7/2023 | — | — | — | — | 10,427 | 20,854 | — | — | — | 467,889 | | PSU (Metric) | 3/7/2023 | — | — | — | — | 10,427 | 20,854 | — | — | — | 315,000 | | Mr. Silberstein | | | | | | | | | | | | | Annual Incentive | N/A | 91,000 | 364,000 | 728,000 | — | — | — | — | — | — | — | | RSU | 3/7/2023 | — | — | — | — | — | — | 36,411 | — | — | 1,099,976 | | PSU (TSR) | 3/7/2023 | — | — | — | — | 14,895 | 29,790 | — | — | — | 668,388 | | PSU (Metric) | 3/7/2023 | — | — | — | — | 14,895 | 29,790 | — | — | — | 449,978 | | RSU | 1/2/2024 | — | — | — | — | — | — | 2,365 | — | — | 51,179 | | Mr. Wilson | | | | | | | | | | | | | Annual Incentive | N/A | 75,000 | 300,000 | 600,000 | — | — | — | — | — | — | — | | RSU | 3/7/2023 | — | — | — | — | — | — | 25,488 | — | — | 769,992 | | PSU (TSR) | 3/7/2023 | — | — | — | — | 10,427 | 20,854 | — | — | — | 467,889 | | PSU (Metric) | 3/7/2023 | — | — | — | — | 10,427 | 20,854 | — | — | — | 315,000 | | RSU | 1/2/2024 | — | — | — | — | — | — | 15,593 | — | — | 337,433 | | Mr. Maheswaran | | | | | | | | | | | | | Annual Incentive | N/A | 234,375 | 937,500 | 1,875,000 | — | — | — | — | — | — | — | | RSU | 3/14/2023 | — | — | — | — | — | — | 232,635 | — | — | 6,999,987 | | PSU (TSR) | N/A | — | — | — | — | — | — | — | — | — | — | | PSU (Metric) | N/A | — | — | — | — | — | — | — | — | — | — | | Mr. Chukwu | | | | | | | | | | | | | Annual Incentive | N/A | 86,000 | 344,000 | 688,000 | — | — | — | — | — | — | — | | RSU | 3/7/2023 | — | — | — | — | — | — | 32,770 | — | — | 989,982 | | PSU (TSR) | 3/7/2023 | — | — | — | — | 13,406 | 26,812 | — | — | — | 601,567 | | PSU (Metric) | 3/7/2023 | — | — | — | — | 13,406 | 26,812 | — | — | — | 404,995 | | Mr. Ammann | | | | | | | | | | | | | Annual Incentive | N/A | 81,000 | 324,000 | 648,000 | — | — | — | — | — | — | — | | RSU | 3/7/2023 | — | — | — | — | — | — | 27,308 | — | — | 824,975 | | PSU (TSR) | 3/7/2023 | — | — | — | — | 11,171 | 22,342 | — | — | — | 501,275 | | PSU (Metric) | 3/7/2023 | — | — | — | — | 11,171 | 22,342 | — | — | — | 337,476 | | Ms. McGee | | | | | | | | | | | | | Annual Incentive | N/A | 73,125 | 292,500 | 585,000 | — | — | — | — | — | — | — | | RSU | 3/7/2023 | — | — | — | — | — | — | 25,488 | — | — | 769,992 | | PSU (TSR) | 3/7/2023 | — | — | — | — | 10,427 | 20,854 | — | — | — | 467,889 | | PSU (Metric) | 3/7/2023 | — | — | — | — | 10,427 | 20,854 | — | — | — | 315,000 |

  109. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2024 (1)

    | Legend | | | | | RSU | Time-Based Units | PSU | Performance-Based Units |

  110. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2024 (1)

    | Semtech Corporation 2024 Proxy Statement | 55 |

  111. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2024 (1)

    (1) All equity awards were made pursuant to the 2017 Plan except for the awards granted to Messrs. Pickle and Lin, reported in the table above, which were granted outside of the 2017 Plan as an inducement to their accepting employment with the Company. (2) Non-Equity Incentive Plan Awards (if any) are paid to our executives shortly following the end of the fiscal year for their performance during the fiscal year. There is no guaranteed minimum bonus under the applicable plan. For each NEO, the “Threshold” represents the amount which would be paid assuming no amount is attributed to their individual performance and each factor attributed to Company performance is paid at the lowest level at which any payout may be made; the “Target” represents the executive’s base salary multiplied by the target award percentage established for the executive; and the “Maximum” represents the maximum amount payable pursuant to the applicable plan assuming the maximum amount is attributed to the executive’s individual performance and each factor attributed to Company performance is paid at the maximum level. (3) These columns represent awards of Relative TSR PSUs and Financial Metric PSUs. There is no guaranteed minimum payout for these awards. (4) The awards reflected in this column represent Time-Based Units. (5) The valuation of equity awards is computed in accordance with FASB ASC Topic 718 and based on assumptions set forth in Note 11 to the financial statements filed with the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. The awards are valued as of the date of grant, disregarding any estimate of forfeitures related to service-based vesting conditions. The Performance-Based Units included in this table that vest are settled 100% in shares. Also see footnote (1) to the Summary Compensation Table above.

  112. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 Information regarding the outstanding equity awards held by each NEO as of January 28, 2024 is presented below:

  113. Outstanding Equity Awards at Fiscal Year-End 2024

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1)($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (2)($) | | MR. PICKLE | | | | | | | | | | | | 1/26/2024 – Metric (3) | — | | — | — | — | | — | — | 61,826 | 1,272,997 | | 6/30/2023 – TSR (4) | — | | — | — | — | | — | — | 61,827 | 1,273,018 | | 6/30/2023 – RSU (5) | — | | — | — | — | | 103,044 | 2,121,676 | — | — | | TOTAL | | | | | | | 103,044 | 2,121,676 | 123,653 | 2,546,015 | | MR. LIN | | | | | | | | | | | | 1/26/2024 – Metric (3) | — | | — | — | — | | — | — | 18,985 | 390,901 | | 10/2/2023 – TSR (4) | — | | — | — | — | | — | — | 18,985 | 390,901 | | 10/2/2023 – RSU (6) | — | | — | — | — | | 37,969 | 781,782 | — | — | | TOTAL | | | | | | | 37,969 | 781,782 | 37,970 | 781,802 | | MR. RODENSKY | | | | | | | | | | | | 3/7/2023 – TSR (4) (7) | — | | — | — | — | | — | — | 6,951 | 143,121 | | 3/7/2023 – Metric (3) (7) | — | | — | — | — | | — | — | 6,951 | 143,121 | | 3/7/2023 – RSU (7) (8) | — | | — | — | — | | 25,488 | 524,798 | — | — | | 3/8/2022 – TSR (4) (7) | — | | — | — | — | | — | — | 3,994 | 82,236 | | 3/8/2022 – RSU (7) (8) | — | | — | — | — | | 9,052 | 186,381 | — | — | | 3/9/2021 – APSU (7) (9) | — | | — | — | — | | — | — | 7,042 | 144,995 | | 3/9/2021 – RSU (7) (8) | — | | — | — | — | | 2,582 | 53,163 | — | — | | 8/22/2018 – NQSO (7) | 3,000 | | — | — | 50.70 | 8/22/2024 | — | — | — | — | | TOTAL | 3,000 | | — | — | | | 37,122 | 764,342 | 24,938 | 513,473 | | MR. SILBERSTEIN | | | | | | | | | | | | 1/2/2024 – RSU (10) | — | | — | — | — | | 2,365 | 48,695 | — | — | | 3/7/2023 – TSR (4) | — | | — | — | — | | — | — | 9,930 | 204,459 | | 3/7/2023 – Metric (3) | — | | — | — | — | | — | — | 9,930 | 204,459 | | 3/7/2023 – RSU (8) | — | | — | — | — | | 36,411 | 749,702 | — | — | | 3/8/2022 – TSR (4) | — | | — | — | — | | — | — | 4,526 | 93,190 | | 3/8/2022 – RSU (8) | — | | — | — | — | | 10,650 | 219,284 | — | — | | 3/9/2021 – APSU (9) | — | | — | — | — | | — | — | 5,634 | 116,004 | | 3/9/2021 – RSU (8) | — | | — | — | — | | 3,287 | 67,679 | — | — | | TOTAL | | | | | | | 52,713 | 1,085,360 | 30,020 | 618,112 | | MR. WILSON | | | | | | | | | | | | 1/2/2024 – RSU (10) | — | | — | — | — | | 15,593 | 321,060 | — | — | | 3/7/2023 – TSR (4) | — | | — | — | — | | — | — | 6,951 | 143,121 | | 3/7/2023 – Metric (3) | — | | — | — | — | | — | — | 6,951 | 143,121 | | 3/7/2023 – RSU (8) | — | | — | — | — | | 25,488 | 524,798 | — | — | | 3/8/2022 – TSR (4) | — | | — | — | — | | — | — | 3,728 | 76,760 | | 3/8/2022 – RSU (8) | — | | — | — | — | | 8,520 | 175,427 | — | — | | 3/9/2021 – APSU (9) | — | | — | — | — | | — | — | 4,225 | 86,993 | | 3/9/2021 – RSU (8) | — | | — | — | — | | 2,817 | 58,002 | — | — | | TOTAL | | | | | | | 52,418 | 1,079,287 | 21,855 | 449,995 |

  114. Outstanding Equity Awards at Fiscal Year-End 2024

    | Semtech Corporation 2024 Proxy Statement | 57 |

  115. Outstanding Equity Awards at Fiscal Year-End 2024

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 (CONTINUED) | | | | | | | | | | | | | | | Option Awards | | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1)($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (2) ($) | | MR. MAHESWARAN | | | | | | | | | | | | | 3/14/2023 – RSU (11) | — | | — | — | | — | | 116,318 | 2,394,988 | — | — | | TOTAL | | | | | | | | 116,318 | 2,394,988 | — | — | | MR. CHUKWU | | | | | | | | | | | | | 3/8/2023 – RSU (8) (12) | — | | — | — | | — | | 21,846 | 449,809 | — | — | | 3/9/2022 – RSU (8) (12) | — | | — | — | | — | | 11,715 | 241,212 | — | — | | 3/9/2021 – RSU (8) (12) | — | | — | — | | — | | 4,460 | 91,831 | — | — | | TOTAL | | | | | | | | 38,021 | 782,852 | — | — | | MR. AMMANN | | | | | | | | | | | | | 3/8/2023 – RSU (8) (13) | — | | — | — | | — | | 18,205 | 374,841 | — | — | | 3/9/2022 – RSU (8) (13) | — | | — | — | | — | | 9,052 | 186,381 | — | — | | 3/9/2021 – RSU (8) (13) | — | | — | — | | — | | 2,348 | 48,345 | — | — | | TOTAL | | | | | | | | 29,605 | 609,567 | — | — | | MS. MCGEE | | | | | | | | | | | | | | — | | — | — | | — | | — | — | — | — | | TOTAL | | | | | | | | — | — | — | — |

  116. Outstanding Equity Awards at Fiscal Year-End 2024

    | Legend | | | | | NQSO | Stock Options | Metric | Financial Metric Performance-Based Units | | RSU | Time-Based Units | APSU | Absolute Stock Price Performance-Based Units | | TSR | Total Stockholder Return Performance-Based Units | | |

  117. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of Shares or Units of Stock That Have Not Vested” column by $20.59 (the closing price of the Company’s common stock on January 26, 2024, the last trading day of fiscal year 2024). (2) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested” column by $20.59 (the closing price of the Company’s common stock on January 26, 2024, the last trading day of fiscal year 2024). (3) The Financial Metric PSUs granted in fiscal year 2024 vest based on a performance condition over one, two and three year performance periods (one-third of the target number of units subject to the award being allocated to each performance period). The number of vested units for each performance period is determined based on the Company’s attainment of pre-established revenue and non-GAAP operating income targets for the respective performance period and can range from 0% to 200% of the units eligible to vest for that performance period. For the Financial Metric PSUs granted in fiscal year 2024 on March 7, 2023 and on January 26, 2024, the first measurement period resulted in the vesting of 0.00% and 101.30%, respectively, of the target number of units corresponding to the first vesting tranche, which was one-third of the target number of units originally granted pursuant to the award, subject to the satisfaction of the service condition. (4) The Relative TSR PSUs granted in fiscal year 2023 vest based on our TSR relative to the TSR of the SPDR S&P Semiconductor ETF (NYSE:XSD), which tracks the S&P Semiconductor Select Industry Index. TSR will be measured for each of the three measurement periods applicable to the award: the Company’s fiscal year 2023, fiscal years 2023 and 2024, and fiscal years 2023, 2024 and 2025. The first measurement period resulted in the vesting of 0.00% of the target number of units in the first vesting tranche, one-third of the target number of units originally granted pursuant to the award as of the last day of fiscal year 2023. The second measurement period resulted in the vesting of 0.00% of the target number of units in the second vesting tranche, one-third of the target number of units originally granted pursuant to the award, as of the last day of fiscal year 2024. The amount reported in the table above represents the target number of PSUs that are eligible to vest for the third measurement period under the awards (consisting of fiscal years 2023, 2024, and 2025; covering one-third of the target number of units originally granted pursuant to the award). The Relative TSR PSUs granted in fiscal year 2024 vest based on our TSR relative to the TSR of the companies included in the Index on the date of grant of the awards. TSR will be measured for each of the three measurement periods applicable to the award: the Company’s fiscal year 2024, fiscal years 2024 and 2025, and fiscal years 2024, 2025 and 2026. The first measurement period resulted in the vesting of 0.00% of the target number of units in the first vesting tranche, one-third of the target number of units originally granted pursuant to the award as of the last day of fiscal year 2024. The amount reported in the table above represents the target number of PSUs that are eligible to vest for the second and third measurement periods under the awards (consisting of fiscal years 2024 and 2025, and fiscal years 2024, 2025, and 2026, respectively; each covering one-third of the target number of units originally granted pursuant to the award). (5) Mr. Pickle's Time-Based Units vest in twelve quarterly installments beginning on October 1, 2023. (6) Mr. Lin's Time-Based Units vest one-third on October 2, 2024 and as to the remaining two-thirds, in eight quarterly installments beginning on January 2, 2025.

  118. Outstanding Equity Awards at Fiscal Year-End 2024

    | Semtech Corporation 2024 Proxy Statement | 58 |

  119. Outstanding Equity Awards at Fiscal Year-End 2024

    (7) Mr. Rodensky separated from employment and entered into a non-employee consultancy with the Company on April 1, 2024. His performance-based awards, including his Relative TSR PSUs and Financial Metric PSUs and his Time-Based Units scheduled to vest after March 31, 2025 were forfeited on April 1, 2024. His Time-Based Units scheduled to vest before March 31, 2025 will continue to be eligible to vest during the consulting period. His stock options will remain outstanding until their expiration on August 22, 2024, unless exercised earlier. (8) These Time-Based Units vest in approximately equal annual installments over three years as set forth below:

  120. Outstanding Equity Awards at Fiscal Year-End 2024

    | Grant Date | 1st Vesting Date | 2nd Vesting Date | 3rd Vesting Date | | 3/7/2023 | 3/7/2024 | 3/7/2025 | 3/7/2026 | | 3/8/2022 | 3/8/2023 | 3/8/2024 | 3/8/2025 | | 3/9/2021 | 3/9/2022 | 3/9/2023 | 3/9/2024 |

  121. Outstanding Equity Awards at Fiscal Year-End 2024

    (9) Represents the APSUs that remained outstanding and are eligible to vest if, during any consecutive 30-day trading period that commences and ends during the period commencing March 9, 2021 and ending March 5, 2024, the average per-share closing price of the Company’s common stock equals or exceeds $95.00. (10) These Time-Based Units granted on January 2, 2024 vest in one annual installment on January 2, 2025. (11) Mr. Maheswaran separated from employment and entered into a non-employee consultancy with the Company on June 29, 2023. His Time-Based Units will vest in six quarterly installments as measured from March 14, 2023 and continuing during the consulting period, which ends on September 14, 2024. (12) Mr. Chukwu separated from employment and entered into a non-employee consultancy with the Company on November 10, 2023. His Time-Based Units will vest in equal annual installments during the consulting period, which ends on March 31, 2025, on the dates indicated in note (8) above. (13) Mr. Ammann separated from employment and entered into a non-employee consultancy with the Company on September 25, 2023. His Time-Based Units will vest in equal annual installments during the consulting period, which ends on March 31, 2025, on the dates indicated in note (8) above.

  122. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table identifies option awards that were exercised by our NEOs during fiscal year 2024 and other stock awards that vested during fiscal year 2024 that were previously granted to our NEOs:

  123. Option Exercises and Stock Vested in Fiscal Year 2024

    | OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Mr. Pickle | — | — | 20,608 | 491,089 | | Mr. Lin | — | — | — | — | | Mr. Rodensky | — | — | 11,071 | 334,356 | | Mr. Silberstein | — | — | 13,796 | 425,491 | | Mr. Wilson | — | — | 11,522 | 355,548 | | Mr. Maheswaran | — | — | 152,517 | 3,589,004 | | Mr. Chukwu | — | — | 17,169 | 530,259 | | Mr. Ammann | — | — | 11,318 | 349,103 | | Ms. McGee | — | — | 6,250 | 129,875 |

  124. Option Exercises and Stock Vested in Fiscal Year 2024

    (1) The dollar amounts shown in the table above for option awards are determined by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date of exercise and the exercise price of the options. The dollar amounts shown in the table above for stock awards are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of our common stock on the vesting date.

  125. Option Exercises and Stock Vested in Fiscal Year 2024

    | Semtech Corporation 2024 Proxy Statement | 59 |

  126. Nonqualified Deferred Compensation – Fiscal Year 2024

    Nonqualified Deferred Compensation – Fiscal Year 2024 Our NEOs may elect to receive some of their compensation on a deferred basis under the Deferred Compensation Plan. A participant may elect to defer up to 80% of his or her base salary and certain performance-based compensation. Under the Company’s current matching program under the Deferred Compensation Plan, the Company matches, on a dollar-for-dollar basis, up to the first 10% of employee base salary contributions for our CEO, our Chief Financial Officer and our Chief Legal Officer, up to the first 8% for participants at the Vice President level, and up to the first 5% for all other participants. Participants are always 100% vested in their deferrals and the earnings thereon. Matching contributions made by the Company vest 25% on December 31st of the calendar year during which the contribution is made. Thereafter, vesting continues 25% on December 31st for each of the following three calendar years. Amounts in participant accounts may generally be deferred until a specified date, death, disability, a change in control, or termination of employment. At the participant’s election, deferrals will generally be paid in a lump sum or in annual installments over a period of up to 20 years. Withdrawals may be made for unforeseeable emergencies and some amounts (generally pre-2005 deferrals) may be withdrawn subject to a penalty. Earnings on the account of each executive are credited to such executive based on the performance of investment vehicles chosen by the executive from a selection offered to all plan participants by the plan’s administrator. Executives may elect to change the investment vehicles applicable to their accounts at any time. The earnings associated with the Deferred Compensation Plan are related to plan participant elections made in relation to the available mutual fund investment choices as provided through the Deferred Compensation Plan. Prior to fiscal year 2019, we granted certain RSU awards to our NEOs that provided for payment of any vested units subject to the award to be deferred and not made until six months after the executive’s employment with the Company terminates (referred to as “Ownership Stock Units” or “OSUs”). The following table presents information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during fiscal year 2024, and the total deferred amounts for the NEOs at the end of fiscal year 2024:

  127. Nonqualified Deferred Compensation – Fiscal Year 2024

    | NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2024 | | | | | | | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | | Mr. Pickle | — | — | — | — | — | | Mr. Lin | — | — | — | — | — | | Mr. Rodensky | 46,154 | 21,635 | 60,410 | — | 686,999 | | Mr. Silberstein | 41,913 | 26,163 | 105,148 | (58,961) | 2,467,442 | | Mr. Wilson | 428,123 | 21,635 | 1,805,942 | — | 10,330,099 | | Mr. Maheswaran | 32,885 | 32,885 | 515,826 | (6,832,941) | — | | Mr. Chukwu | 34,731 | 24,808 | 143,976 | — | 3,219,564 | | Mr. Ammann | 27,415 | 23,365 | 110,275 | — | 1,866,054 | | Ms. McGee | 173,604 | 21,150 | 47,569 | (22,867) | 238,752 |

  128. Nonqualified Deferred Compensation – Fiscal Year 2024

    (1) These amounts consist of base salary deferred under the Deferred Compensation Plan in fiscal year 2024. All of these amounts have been included in the “Base Salary” column of the “Summary Compensation Table – Fiscal Years 2022-2024” above. (2) All of the amounts reported as “Registrant Contributions in the Last Fiscal Year” reflect Company matching contributions that are also included in the “All Other Compensation” column of the “Summary Compensation Table – Fiscal Years 2022-2024” above. (3) These amounts consist of earnings credited under the Deferred Compensation Plan for fiscal year 2024 with respect to deferrals made under that plan and the appreciation in value during fiscal year 2024 (after the date of vesting of the units) of OSUs. No portion of these earnings on deferred compensation is considered to be at above-market rates under SEC rules; thus no such earnings are included as compensation in the “Summary Compensation Table – Fiscal Years 2022-2024” above. (4) These amounts consist of the NEO’s fiscal year-end balance under the Deferred Compensation Plan as well as the fiscal year-end value of the executive’s vested OSUs (the payment of which is delayed until six months after the executive’s employment with the Company terminates). Deferred Compensation Plan balances include unvested amounts attributable to the Company’s contributions and earnings thereon. All amounts within the “Aggregate Balance at Last Fiscal Year End” column for each NEO were included in Summary Compensation Tables for previous years, to the extent the executive was named in such tables and the amounts were so required to be reported in such tables and with the value of OSUs included in the year of grant of those units based on the grant date fair value of the award. The Deferred Compensation Plan balance for each of the NEOs at the end of fiscal year 2024 was as follows: Mr. Pickle, $0; Mr. Lin, $0; Mr. Rodensky, $686,999; Mr. Silberstein, $2,251,247; Mr. Wilson, $10,118,022; Mr. Maheswaran, $0; Mr. Chukwu, $2,988,956; Mr. Ammann, $1,680,229; and Ms. McGee, $238,752. The value of vested OSUs held by each of the NEOs at the end of fiscal year 2024 was as follows: Mr. Pickle, $0; Mr. Lin, $0; Mr. Rodensky, $0; Mr. Silberstein, $343,853; Mr. Wilson, $212,077; Mr. Maheswaran, $0; Mr. Chukwu, $230,608; Mr. Ammann, $185,825; and Ms. McGee, $0. These values are based on a value of column by $20.59 (the closing price of the Company’s common stock on January 28, 2024, the last trading day of fiscal year 2024).

  129. Nonqualified Deferred Compensation – Fiscal Year 2024

    | Semtech Corporation 2024 Proxy Statement | 60 |

  130. Potential Payments On Termination or Change in Control

    Potential Payments On Termination or Change in Control

  131. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following summarizes the relationship between the total compensation paid to our CEO and our other NEOs, and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”):

  132. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for CEO#1 ($)(1)(2) | Compensation Actually Paid to CEO#1 ($)(3) | Summary Compensation Table Total for CEO#2 ($)(1)(2) | Compensation Actually Paid to CEO#2 ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Semtech Net Income ($ Thousands) (5) | Semtech Non-GAAP Operating Income ($ Thousands) (6) | | | | | | | | | Semtech TSR ($)(4) | Philadelphia Semiconductor Index TSR ($)(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | 7,757,751 | 5,468,214 | 6,745,681 | 5,023,239 | 2,434,248 | 1,004,869 | 39.20 | 225.68 | (1,092,029) | 92,688 | | 2023 | 1,064,219 | (11,233,662) | — | — | 2,675,024 | 1,017 | 63.12 | 153.08 | 61,372 | 210,665 | | 2022 | 1,667,178 | (1,985,990) | — | — | 2,706,114 | 1,735,115 | 129.15 | 171.69 | 125,645 | 202,792 | | 2021 | 1,519,953 | 11,763,074 | — | — | 1,574,886 | 2,455,948 | 135.09 | 135.05 | 59,867 | 139,535 |

  133. PAY VERSUS PERFORMANCE

    (1) Mr. Maheswaran ("CEO #1") was our CEO for all of fiscal years 2021, 2022 and 2023 and during fiscal year 2024 from January 30, 2023 through June 29, 2023. Mr. Pickle ("CEO #2") was our CEO during fiscal year 2024 from June 30, 2023 through January 28, 2024. For fiscal year 2021, our Non-PEO NEOs were Messrs. Chukwu, Beauchamp, Fulton and Silberstein. For fiscal year 2023, our Non-PEO NEOs were Messrs. Chukwu, Ammann, Beauchamp, Silberstein, Fulton and Chang. For fiscal year 2024, our Non-PEO NEOs were Messrs. Lin, Rodensky, Silberstein, Wilson, Chukwu and Ammann and Ms. McGee. (2) The average compensation for the CEOs and the Non-PEO NEOs for fiscal year 2024 was calculated from the Summary Compensation Table above. The average compensation for the CEO and the Non-PEO NEOs for each of the prior fiscal years was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the SEC in the calendar year in which that fiscal year ended. (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO: • Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, • Plus the fiscal year-end value of Semtech option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, • Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, • Plus the vesting date value of Semtech option and stock awards which were granted and vested during the same covered fiscal year, • Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, • Less, as to any Semtech option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, • Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Semtech stock awards (no dividends or dividend equivalents were paid or credited with respect to Semtech options or stock awards during the applicable fiscal years), • Plus, as to a Semtech option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Semtech option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table). In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table.

  134. PAY VERSUS PERFORMANCE

    | Semtech Corporation 2024 Proxy Statement | 67 |

  135. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#1.

  136. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#1 | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 7,757,751 | 1,064,219 | 1,667,178 | 1,519,953 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (6,999,987) | — | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 2,394,988 | — | — | — | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | — | (12,068,402) | (3,107,724) | 9,589,294 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 2,758,653 | — | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (25,725) | (229,479) | (545,444) | 653,827 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (417,466) | — | — | — | | Compensation Actually Paid | 5,468,214 | (11,233,662) | (1,985,990) | 11,763,074 |

  137. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#2.

  138. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#2 | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 6,745,681 | — | — | — | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (6,380,681) | — | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 4,169,932 | — | — | — | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | — | — | — | — | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 488,307 | — | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | — | — | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Compensation Actually Paid | 5,023,239 | — | — | — |

  139. PAY VERSUS PERFORMANCE

    | Semtech Corporation 2024 Proxy Statement | 68 |

  140. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for each fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.

  141. PAY VERSUS PERFORMANCE

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 2,434,248 | 2,675,024 | 2,706,114 | 1,574,886 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (1,838,089) | (1,848,772) | (1,935,989) | (1,089,084) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 692,787 | 390,964 | 1,442,149 | 1,871,239 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (135,718) | (565,624) | (290,549) | 220,836 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 149,845 | 132,876 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (31,806) | (207,517) | (336,455) | (254,805) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (116,553) | (443,058) | — | — | | Compensation Actually Paid | 1,004,869 | 1,017 | 1,735,115 | 2,455,948 |

  142. PAY VERSUS PERFORMANCE

    (4) Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against the Company’s total shareholder return and the total shareholder return for the Philadelphia Semiconductor Index (each calculated as described above) over that period of time.

  143. PAY VERSUS PERFORMANCE

    | Semtech Corporation 2024 Proxy Statement | 69 |

  144. PAY VERSUS PERFORMANCE

    (5) This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against the Company’s net income for each of those years.

  145. PAY VERSUS PERFORMANCE

    | Semtech Corporation 2024 Proxy Statement | 70 |

  146. PAY VERSUS PERFORMANCE

    (6) This column shows the Company’s non-GAAP operating income for each fiscal year covered by the table. See Exhibit A for a reconciliation of non-GAAP operating income for fiscal years 2023 and 2024 to the most directly comparable GAAP measures (and the corresponding exhibit to our proxy statement for prior fiscal years). We consider non-GAAP operating income to be a key metric in our executive compensation program, used in determining the fiscal year 2024 annual bonuses for our NEOs. See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against the Company’s non-GAAP operating income for each of those years. Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our NEOs for fiscal year 2024 with the Company’s performance. • Relative TSR (used to determine vesting in our Relative TSR PSUs) • Non-GAAP Operating Income (used in both our Financial Metric PSUs and our Executive Bonus Plan) • Net Revenue (used in both our Financial Metric PSUs and our Executive Bonus Plan) See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program.

  147. PAY VERSUS PERFORMANCE

    | Semtech Corporation 2024 Proxy Statement | 71 |