DEF 14A of Cirrus Logic, Inc., Jun 1, 2023

DEF 14A of Cirrus Logic, Inc.

Filed Jun 1, 2023 · FY20230000772406-23-000029

Open on EDGAR

  1. Q: Is cumulative voting permitted for the election of directors?

    Q: Is cumulative voting permitted for the election of directors? A: No.

  2. Summary of Skills, Qualifications, Experience, and Backgrounds of Director Nominees1

    Summary of Skills, Qualifications, Experience, and Backgrounds of Director Nominees1

  3. Summary of Skills, Qualifications, Experience, and Backgrounds of Director Nominees1

    | | Davern | Dehne | Forsyth | Hanford | Hussain | Le | Lego | Tupman | | Skills, Qualifications, Experience | | | | | | | | | | CEO Experience | ✔️ | | ✔️ | | | | | | | Senior Management and Operations Experience | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | | ✔️ | | Semiconductor Industry Knowledge and Experience | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | | Deep Technical Experience in the Semiconductor Industry | | | ✔️ | ✔️ | ✔️ | ✔️ | | ✔️ | | Emerging Technologies and Business Models | | | ✔️ | | ✔️ | ✔️ | ✔️ | ✔️ | | Financial, Accounting, and Tax Expertise | ✔️ | | | | | | ✔️ | | | Enterprise Risk Management Experience | ✔️ | ✔️ | | | ✔️ | ✔️ | ✔️ | | | Understanding and Experience Overseeing Corporate Cybersecurity Programs | ✔️ | | | ✔️ | | | | | | Public Company Board and Corporate Governance Experience | ✔️ | ✔️ | | ✔️ | | ✔️ | ✔️ | ✔️ | | Venture Capital, Private Equity, and Financing Experience | | | | | | | ✔️ | | | Business Development and M&A Experience | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | | Corporate Culture/Human Capital Management | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | | | Extensive Knowledge and Experience in Business-to-Business Sales and Marketing | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | | | | | International Business Operations Experience | ✔️ | ✔️ | ✔️ | ✔️ | | ✔️ | | ✔️ | | Background Information | | | | | | | | | | Years on Board | 8 | 14 | 2 | 5 | 2 | — | 3 | 8 | | Age | 56 | 57 | 49 | 60 | 52 | 60 | 66 | 60 | | Gender Identity | male | male | male | female | male | female | female | male | | Demographic Background | White | White | White | White | Asian | Asian | White | White |

  4. Summary of Skills, Qualifications, Experience, and Backgrounds of Director Nominees1

    The following charts show the composition of our director nominees by tenure, age, gender identity, and demographic background. 1 Mr. Carter is not included in this chart as he is not a nominee for re-election. In addition, pursuant to Nasdaq Rule 5606, the Company is providing the following Board Diversity Matrices.

  5. DIRECTOR COMPENSATION ARRANGEMENTS

    DIRECTOR COMPENSATION ARRANGEMENTS Non-employee directors receive a combination of quarterly cash retainers and equity-based compensation. Directors who are employed by the Company do not receive any additional compensation for their Board service. Non-employee directors may not receive consulting, advisory, or other compensatory fees from the Company in addition to their Board compensation. The following table sets forth the quarterly cash payments paid to non-employee directors for Board service during the first quarter of fiscal year 2023:

  6. DIRECTOR COMPENSATION ARRANGEMENTS

    | Director Compensation Retainers | | | Quarterly Director Retainer | $15,000 | | Board Chair Quarterly Retainer | $18,750 | | Audit Chair Quarterly Retainer | $6,250 | | Audit Committee Member Quarterly Retainer | $2,500 | | Compensation Committee Chair Quarterly Retainer | $6,250 | | Compensation Committee Member Quarterly Retainer | $1,875 | | Governance and Nominating Committee Chair Quarterly Retainer | $3,000 | | Governance and Nominating Committee Member Quarterly Retainer | $1,250 | | Lead Independent Director Quarterly Retainer | $2,500 |

  7. DIRECTOR COMPENSATION ARRANGEMENTS

    The following table sets forth the quarterly cash payments paid to non-employee directors for Board service, which became effective the second quarter of fiscal year 2023, extending through the end of fiscal year 2023:

  8. DIRECTOR COMPENSATION ARRANGEMENTS

    | Director Compensation Retainers | | | Quarterly Director Retainer | $17,500 | | Board Chair Quarterly Retainer | $18,750 | | Audit Chair Quarterly Retainer | $7,500 | | Audit Committee Member Quarterly Retainer | $3,000 | | Compensation Committee Chair Quarterly Retainer | $6,250 | | Compensation Committee Member Quarterly Retainer | $2,500 | | Governance and Nominating Committee Chair Quarterly Retainer | $3,000 | | Governance and Nominating Committee Member Quarterly Retainer | $1,500 | | Lead Independent Director Quarterly Retainer | $2,500 |

  9. DIRECTOR COMPENSATION ARRANGEMENTS

    Directors receive cash payments for each retainer category applying to them. The Company also reimburses non-employee directors for all reasonable out-of-pocket expenses incurred for attending Board and Committee meetings. In addition to the cash compensation described above, each non-employee director receives equity-based compensation: Options New non-employee directors receive, upon first joining the Board through appointment or election, options having a fair market value of $225,000 as estimated at or around the time of grant with 25% vesting after one year and the remainder vesting ratably each month over the following 36 months. Full-Value Stock Awards New non-employee directors who first join the Board by appointment prior to an annual meeting receive upon appointment a full-value stock award having a fair market value up to $210,000 prorated to reflect the period from the time of appointment up until the annual meeting, such award vesting at the annual meeting. Additionally, each non-employee director, upon first election and each subsequent re-election at an annual meeting, receives a full-value stock award having a fair market value up to $210,000, such award vesting at the earlier of the next annual meeting or one year from the date of grant. Note that, in the first quarter of fiscal year 2023, these full-value stock awards had a fair market value of up to $190,000, and effective the second quarter of fiscal year 2023, that value was increased to $210,000 as noted above. Our 2018 Long Term Incentive Plan provides that, in a calendar year, the aggregate value of all compensation paid to or granted to any non-employee member of the Board, including equity awards (valued on the grant date pursuant to FASB ASC Topic 718) and cash compensation, shall not exceed $750,000. The following table sets forth information regarding the cash and equity-based compensation paid to our non-employee directors for services as members of the Board or any Committee during fiscal year 2023. Note that throughout this proxy statement, amounts may not compute exactly across individual lines of a table, and such differences are due to rounding to the nearest dollar.

  10. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

  11. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | | ($) | ($) | ($) | | (a) | (b) | (c) | (h) | | John C. Carter (3) | $88,375 | $209,975 | $298,350 | | Alexander M. Davern (4) | $107,750 | $209,975 | $317,725 | | Timothy R. Dehne (5) | $101,875 | $209,975 | $311,850 | | Deirdre R. Hanford (6) | $84,750 | $209,975 | $294,725 | | Raghib Hussain (7) | $74,093 | $209,975 | $284,068 | | Catherine P. Lego (8) | $85,250 | $209,975 | $295,225 | | David J. Tupman (9) | $151,032 | $209,975 | $361,007 |

  12. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    (1) Represents fees earned or paid in cash for services as a director during the fiscal year ended March 25, 2023, including quarterly retainer fees and Committee chair and membership retainer fees. (2) On July 29, 2022, upon their re-election as directors at the Company’s 2022 annual meeting of stockholders, directors Carter, Davern, Dehne, Hanford, Hussain, Lego, and Tupman received a full value stock award having a fair market value on the date of grant of approximately $210,000, which will vest at the earlier of one year or the 2023 Annual Meeting. Amounts reported in this column represent the aggregate grant date fair value of the stock awards granted in fiscal year 2023, computed in accordance with FASB ASC Topic 718. See Note 14, Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 25, 2023 for additional detail regarding the assumptions underlying the value of these awards. (3) At the end of fiscal year 2023, Mr. Carter had no options outstanding and 2,457 RSUs outstanding. (4) At the end of fiscal year 2023, Mr. Davern had no options outstanding and 2,457 RSUs outstanding. (5) At the end of fiscal year 2023, Mr. Dehne had no options outstanding and 2,457 RSUs outstanding. (6) At the end of fiscal year 2023, Ms. Hanford had 15,515 options outstanding and 2,457 RSUs outstanding. (7) At the end of fiscal year 2023, Mr. Hussain had 7,238 options outstanding and 2,457 RSUs outstanding. (8) At the end of fiscal year 2023, Ms. Lego had 7,657 options outstanding and 2,457 RSUs outstanding. (9) At the end of fiscal year 2023, Mr. Tupman had 15,346 options outstanding and 2,457 RSUs outstanding. Upcoming Change to Director Compensation On May 19, 2023, the independent directors of the Board approved a modification to director compensation based on recommendations by the Compensation Committee, which had reviewed information provided by Compensia concerning the Company’s director compensation compared to applicable market data. In particular, the independent directors of the Board approved increasing the Governance and Nominating Committee Chair Quarterly Retainer from $3,000 to $3,750, effective as of the Annual Meeting.

  13. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors The Board approved eight nominees for election to the Board this year. Effective as of the Annual Meeting, John Carter is retiring from the Board, and we would like to express our sincere gratitude for his invaluable contributions and dedicated service during his 14-year tenure. New director nominee Duy-Loan T. Le, if elected, will join the Board in Mr. Carter’s place. Information regarding each of our nominees is provided below. All directors are elected annually to serve until the next annual meeting and until their respective successors are elected, or until their earlier resignation or removal. There are no family relationships among the Company’s executive officers and directors.

  14. Information about Nominees

    Information about Nominees

  15. ALEXANDER M. DAVERN

    ALEXANDER M. DAVERN Director since 2015 Mr. Davern, age 56, is currently a member of the Board of Directors of National Instruments Corporation (“NI”); FARO Technologies, Inc.; and ESI Group. NI is an Austin-based public company that supplies measurement and automation products used by engineers and scientists in a wide range of industries. FARO Technologies is a public company that provides leading-edge measurement solutions, and ESI Group is a company that provides virtual prototyping software and is traded on the Euronext exchange. Mr. Davern worked at NI between February 1994 and May 2020, and during his career at NI he served in numerous leadership positions, including as Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer. Prior to joining NI, Mr. Davern worked both in Europe and in the United States for the international accounting firm of Price Waterhouse, LLP. Since 2020, he also has a teaching position at the University of Texas McCombs School of Business. Mr. Davern received his bachelor’s degree in Commerce and a diploma in professional accounting from University College in Dublin, Ireland. The Governance and Nominating Committee believes that Mr. Davern is well qualified to be on the Board based on his extensive leadership experience in all aspects of managing a high technology company in Austin, Texas. In addition, Mr. Davern has extensive international finance experience within the technology industry. The Governance and Nominating Committee further believes that his experiences, along with his financial expertise, his familiarity with acquisitions and integrations, and his international tax experience make him well qualified to provide valuable insights to the Board and to serve a role in the oversight of our financial reporting and accounting practices as Chair of the Audit Committee.

  16. TIMOTHY R. DEHNE

    TIMOTHY R. DEHNE Director since 2009 Mr. Dehne, age 57, is currently a consultant for technology-based companies. Most recently, he was the Chief Operating Officer of Xplore Technologies, a public company that was acquired by Zebra Technologies in August of 2018. Prior to that role, he served as Vice President of Engineering for Briggo, Inc., a privately held corporation in Austin, Texas from November 2013 until January 2018. Prior to this position, he served as the Vice President, Global Marketing, at Luminex Corporation between May 2012 and August 2013, an Austin-based company that was acquired by DiaSorin in 2021 and that developed, manufactured, and marketed innovative biological testing technologies with applications throughout the life science and diagnostic industries. Prior to his appointment to Vice President, Global Marketing, Mr. Dehne held the position of Vice President of Systems Research and Development, a position he held between July 2009 and May 2012. He previously worked at National Instruments Corporation, an Austin-based supplier of measurement and automation products used by engineers and scientists in a wide range of industries. Mr. Dehne spent over 21 years at National Instruments Corporation where he held many leadership positions while helping to significantly grow the Company to more than 4,000 employees and over $800 million in annual revenue. At National Instruments Corporation, he held the position of Senior Vice President, Research & Development. Prior to his role as Senior Vice President, Research & Development, Mr. Dehne served in various executive positions in marketing and engineering. Mr. Dehne holds a B.S. in Electrical Engineering from Rice University and served on the Board of Directors for Asset Intertech, a privately held company, where he also was Chair of its Compensation Committee from 2009 until August 2021 when the company was acquired. The Governance and Nominating Committee believes that Mr. Dehne is well qualified to be on the Board based on his extensive leadership experience in all aspects of managing high technology companies in Austin, Texas, and his unique insight into significantly growing revenues at high technology companies while maintaining an innovative corporate culture and a great work environment. His leadership skills, experience in creating and capturing business opportunities, and experience in scaling up a business to enable growth are valuable to the Company and the Board.

  17. JOHN M. FORSYTH

    JOHN M. FORSYTH Director since 2021 Mr. Forsyth, age 49, became the Company’s President and Chief Executive Officer in January 2021. Previously, from January 2020, he held the role of President, and prior to that position, from June 2018, he was the Company’s Chief Strategy Officer. Previously, from August 2014, he served as Vice President of Product Marketing. Mr. Forsyth joined the Company in 2014 through the acquisition of Wolfson Microelectronics, where he served as Vice President of Audio Products. Mr. Forsyth earned a M.A. (Social Science) degree from the University of Glasgow, Scotland, in 1995. The Governance and Nominating Committee believes that Mr. Forsyth’s current role as President and CEO of the Company makes him well qualified to be on the Board based on his detailed and unique knowledge of the Company’s operations, opportunities, and challenges. In addition, the Governance and Nominating Committee believes that having Mr. Forsyth serve on the Board helps to bridge the gap between the Board and management, to facilitate the regular flow of information between management and the Board, and to ensure that the Board and management act with a common purpose to execute our strategic initiatives and business plans.

  18. DEIRDRE R. HANFORD

    DEIRDRE R. HANFORD Ms. Hanford, age 60, is currently Chief Security Officer and Member of Corporate Staff of Synopsys, Inc., a leading company in the fields of electronic design automation, semiconductor intellectual property, and software security. In this role, Ms. Hanford leads information security efforts to enable secure hardware, software, and semiconductor design. Previously, from December 2016 through May 2019, Ms. Hanford held the title of Co-General Manager, Design Group for Synopsys where she co-led the development and deployment of Synopsys’s analog/mixed-signal product lines, digital implementation product lines and professional design services organization. Previously, from 2003-2016, Ms. Hanford was the Executive Vice President of Customer Engagement for Synopsys where she led global technical services. Ms. Hanford earned a B.S. in Engineering with a concentration in Electrical Engineering from Brown University and an M.S. in Electrical Engineering from the University of California, Berkeley. Ms. Hanford currently serves on the U.S. Department of Commerce CHIPS Industry Advisory Committee, and she currently serves on the Engineering Advisory Board for University of California Berkeley's College of Engineering. In December 2017 she was named to VLSI Research’s 2017 All Stars of the Semiconductor Industry. The Governance and Nominating Committee believes that Ms. Hanford is well qualified to be on the Board based on her extensive leadership skills and engineering and technology experience in the semiconductor, semiconductor tools, and software fields, including her business and technical experience with analog and mixed-signal products. The Governance and Nominating Committee also believes that Ms. Hanford’s substantial information security experience and expertise make her well qualified to be on the Board and to serve a role in the oversight of cybersecurity as a member of the Audit Committee.

  19. RAGHIB HUSSAIN

    RAGHIB HUSSAIN Mr. Hussain, age 52, is currently President of Products and Technologies at Marvell Technology, Inc., a fabless semiconductor supplier. In this role, he oversees Marvell’s businesses and technologies by defining overall strategy, aligning roadmaps, monitoring and prioritizing product development investments, leading innovation, and driving growth through organic and inorganic planning. Mr. Hussain also has oversight of the Office of the Chief Technology Officer, which drives Marvell’s long-term technology vision and strategy transformation efforts. Previously, from July 2018 to June 2021, Mr. Hussain held the title of Chief Strategy Officer and Executive Vice President of Marvell’s Networking and Processors Group. Prior to this role, from 2001–2018, he served as Co-Founder, Chief Technology Officer, and Chief Operating Officer of Cavium, Inc., a semiconductor company that offered a portfolio of infrastructure solutions for compute, security, storage, switching, connectivity, and baseband processing, and which was acquired by Marvell in July 2018. Mr. Hussain earned a B.S. degree in Computer Systems Engineering from NED University in Karachi, Pakistan and an M.S. degree in Computer Engineering from San Jose State University. He holds more than 40 patents in the fields of networking and security. Additionally, since 2018, Mr. Hussain has served on the Center for Asia Pacific Policy (CAPP) advisory board of the RAND Corporation, a nonprofit research organization that develops solutions to public policy challenges. The Governance and Nominating Committee believes that Mr. Hussain is well qualified to be on the Board based on his extensive leadership skills, background in mergers and acquisitions, and engineering and technology experience in the semiconductor field, including his business and technical experience with driving long-term technology and growth strategies in the communications, security, networking, and computing markets.

  20. DUY-LOAN T. LE

    DUY-LOAN T. LE New Director Nominee Ms. Le, age 60, retired in July 2017 from Texas Instruments Inc. (“TI”) after 35 years. From 2002 until 2017, she held the role of Senior Fellow and previously she held various leadership positions including Advanced Technology Ramp Manager for the Embedded Processing Division and worldwide project manager for the Memory Division. While at TI, Ms. Le led all aspects of execution for advanced technology nodes, design, assembly and test, productization, qualification, release to market, high volume ramp, and quality and reliability assurance. While at TI, she also gained experience opening international offices and developing engineering talent. Ms. Le is currently a member of the board of directors of: (1) National Instruments Corporation (“NI”), an Austin-based company that supplies measurement and automation products, since 2002, where she serves as Chair of its Compensation Committee and as a member of its Nomination & Governance Committee; (2) Wolfspeed, Inc., a supplier of Silicon Carbide and gallium nitride (GaN) technologies, since 2018, where she serves as a member of its Compensation and Governance and Nominations Committees; (3) Atomera, Inc., a semiconductor materials and technology licensing company, since 2019, where she serves as Chair of its Compensation Committee and as a member of its Nominating and Corporate Governance Committee; and (4) BrainChip Holdings Ltd., a provider of edge AI on-chip processing that is traded on the Australian Securities Exchange, since 2022, where she serves as a member of its Audit & Risk and Remuneration & Nominations Committees. Ms. Le holds a bachelor’s degree in Electrical Engineering from the University of Texas at Austin and a master’s degree in Business Administration from the Bauer College of Business at the University of Houston. She has been awarded 24 patents, has been inducted into the Women in Technology Hall of Fame, and became the first engineer to be inducted into the Asian Hall of Fame. In the past five years, Ms. Le also served on the board of Ballard Power Systems, a company that delivers fuel cell power, between 2017 and February 2023, where she was a member of its People, Corporate Governance & Compensation Committee. The Governance and Nominating Committee believes that Ms. Le is well qualified to serve as a director of the Company based on her extensive experience in semiconductors, specifically in chip design, silicon manufacturing technology development, and advanced technology manufacturing; her global business experience, including managing global R&D centers, joint ventures, foundries, and OSAT (Outsourced Semiconductor Assembly and Test) partnerships; and her Board governance experience and knowledge, including her service as a chair of compensation committees and as a member of audit & risk and nomination & governance committees.

  21. CATHERINE P. LEGO

    CATHERINE P. LEGO Director since 2020 Ms. Lego, age 66, is the founder of Lego Ventures LLC, a consulting services firm and source of start-up capital for early-stage technology companies, which she operated from 1992 until December 2018. She currently serves as a member of the Board of Directors of Guidewire Software, Inc., an industry platform provider for property and casualty insurers, since September 2019, where she serves as the Audit Committee Chair and is a member of the Nominating and Governance Committee. In the past five years, Ms. Lego has served on the boards of (1) Lam Research Corporation, a wafer fabrication equipment company, between 2006 and November 2022, where at various times she was Chair of the Compensation Committee, Chair of the Audit Committee, and member of the Nominating and Governance Committee, (2) Cypress Semiconductor Corp., a developer of advanced embedded system solutions, between September 2017 and April 2020, where she served as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee and (3) IPG Photonics Corporation, a high-power fiber laser and amplifier company for diverse applications, between July 2016 and May 2021, where she was a member of the Audit Committee and Chair of the Compensation Committee. Prior to 2017, Ms. Lego served on several other public company boards, along with other privately-held technology companies. Ms. Lego previously was a partner at two venture capital funds and practiced as a certified public accountant with Coopers & Lybrand (now PricewaterhouseCoopers). Ms. Lego received a B.A. degree in economics and biology from Williams College and a M.S. degree in accounting from the New York University Stern School of Business. The Governance and Nominating Committee believes that Ms. Lego is well qualified to serve as a director of the Company based on her extensive board-level experience; her substantial risk management, accounting, and finance expertise; her knowledge of the electronics and semiconductor industries; her experience with mergers, acquisitions, and corporate financing; and her Board governance experience and knowledge, including her service as a chair of an audit committee and member of audit, compensation, and nominating and governance committees.

  22. DAVID J. TUPMAN

    DAVID J. TUPMAN Director since 2015 Dr. Tupman, age 60, is currently the owner of Details Lab Inc., an advisory firm focusing on scaling organizations for high-growth, technology development and new product introduction. From 2001 to 2011, Dr. Tupman rose from manager to Vice President of hardware engineering at Apple Inc., where he led the hardware engineering and technology teams for multiple mobile devices. Prior to Apple, Dr. Tupman worked at Psion Computers in London, England, from 1995 to 2001 as a hardware-engineering manager, developing a number of personal digital assistant products. From 1988 to 1995, Dr. Tupman was a Principal Design Engineer at Schlumberger in Farnborough, England, where he developed low power, high precision sensors for the gas, fuel and aerospace industries. Dr. Tupman holds a Bachelor’s degree in Electronics Engineering and an honorary doctorate (D.Sc.) from the University of Salford, England. Dr. Tupman is named as an inventor on more than 30 U.S. patents. Dr. Tupman has also served as a director of Pixelworks, Inc., a company that develops video display processing technology, since April 2014. The Governance and Nominating Committee believes that Dr. Tupman is well qualified to be on the Board based on his extensive engineering and technology experience in the consumer electronics and industrial markets. The Board recommends a vote “FOR” the election to the Board of each of the foregoing nominees.

  23. Andrew Brannan – Vice President, Worldwide Sales

    Andrew Brannan – Vice President, Worldwide Sales Mr. Brannan, age 56, joined Cirrus Logic as part of the Wolfson Microelectronics plc (“Wolfson”) acquisition in August 2014. Mr. Brannan had worked at Wolfson since 2009, where he was Chief Commercial Officer. Immediately before joining Wolfson, Mr. Brannan served as a board member and Executive Vice President of Sales and Customer Operations at Symbian Software Limited. Justin Dougherty – Vice President, Engineering Operations Mr. Dougherty, age 46, was appointed to Vice President, Engineering Operations in June 2019. Prior to this position, he was Director of Engineering Operations. Mr. Dougherty joined the Company in 2013 as Senior Manager of Product and Test Engineering.

  24. John M. Forsyth – President and Chief Executive Officer, and Director Nominee

    John M. Forsyth – President and Chief Executive Officer, and Director Nominee Mr. Forsyth, age 49, became the Company’s President and Chief Executive Officer in January 2021. Previously, from January 2020, he held the role of President, and prior to that position, from June 2018, he was the Company’s Chief Strategy Officer. Previously, from August 2014, he served as Vice President of Product Marketing. Mr. Forsyth joined the Company in 2014 through the acquisition of Wolfson Microelectronics, where he served as Vice President of Audio Products.

  25. COMPENSATION DISCUSSION AND ANALYSIS

    | Purpose | | | 43 | | Executive Summary | | | 44 | | Advisory Vote on Executive Compensation and Last Year's Result | | | 46 | | Our General Philosophy and Overall Compensation Framework | | | 46 | | | How We Set Target Total Direct Compensation | | 47 | | | Our Use of a Compensation Consultant | | 47 | | | The Information We Use for Comparisons | | 48 | | | The Role of Our Executive Officers in Establishing Compensation | | 50 | | | The Elements Making Up Compensation and Our Target Compensation Levels | | 50 | | Executive Compensation Review for Fiscal Year 2023 | | | 51 | | | Base Salaries | | 51 | | | Cash Bonuses | | 53 | | | | Incentive Plan Pay-Out Percentage | 54 | | | | Semiannual Target Bonus Percentages | 57 | | | | Target Total Cash Compensation | 57 | | | | Actual Cash Bonuses | 58 | | | Equity Awards | | 59 | | | | Stock Options and RSUs | 59 | | | | Performance-Based Restricted Stock Units | 60 | | | | Equity Awards and Comparisons to Compensation Market Data | 62 | | | | Administrative and Timing Aspects of Our Equity Awards | 65 | | | | Stock Ownership Guidelines | 65 | | | Health and Welfare Benefits and Perquisites | | 65 | | Post-Employment Compensation | | | 66 | | Clawback Policy | | | 67 | | Prohibition Against Short Selling, Hedging, and Pledging | | | 67 | | Tax Considerations Related to Compensation | | | 67 | | Compensation Committee Interlocks and Insider Participation | | | 68 |

  26. IV. Our General Philosophy and Overall Compensation Framework

    IV. Our General Philosophy and Overall Compensation Framework We provide our NEOs with compensation opportunities that are based on their individual performance, the financial performance of the Company, their contribution to the financial performance of the Company, and the Company’s total shareholder return relative to certain other semiconductor companies through a mix of base salary, semiannual cash incentive awards, and equity compensation including RSUs, PBRSUs, and stock options. These opportunities are designed to attract and retain highly skilled individuals and to align their incentives with the long-term interests of our stockholders. We believe that the amounts payable under the compensation program for our NEOs should reflect the Company’s performance and the value created for our stockholders. In addition, we believe the compensation program should balance the short-term and long-term strategic goals and objectives of the Company, as informed by the Board’s involvement in the setting of business strategy, and reward individual contributions to the Company’s success. We are engaged in a very competitive industry, and the Company’s success depends on our ability to attract and retain qualified executives through the competitive compensation packages we offer.

  27. A. How We Set Target Total Direct Compensation

    A. How We Set Target Total Direct Compensation The Compensation Committee annually reviews and establishes each NEO’s target total direct compensation package. The Compensation Committee considers a broad range of facts and circumstances in setting executive compensation, including Company performance, individual performance and responsibilities, relative stockholder return, external pay practices of peer companies, the strategic importance of the NEO’s position, the history of pay adjustments, internal pay equity, and the NEO’s time in the position. The weight given to each of these factors by the Compensation Committee is not preestablished and may differ from year to year, and among the individual NEOs. The Company’s executive compensation program is heavily weighted toward performance-based compensation that rewards achievement of short-term and long-term corporate goals and objectives. In setting target total direct compensation for our NEOs, the Compensation Committee seeks to strike a balance between providing compensation that is competitive with the compensation paid to executives of peer companies, while ensuring that a significant percentage of compensation is dependent on the Company’s performance, individual performance, and stock price appreciation. See the section of this proxy statement entitled, “The Elements Making Up Compensation and Our Target Compensation Levels” for additional information regarding the target total direct compensation packages for our NEOs.

  28. B. Our Use of a Compensation Consultant

    B. Our Use of a Compensation Consultant To support the Compensation Committee in fulfilling its duties and staying current with executive compensation developments, the Compensation Committee retained an external compensation consultant to assist with its design and evaluation of compensation for our CEO, other executive officers, and non-employee directors for fiscal year 2023 pursuant to its charter. During fiscal year 2023, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm, to provide executive and director compensation consulting services. Compensia has served as the Compensation Committee’s independent compensation consultant since fiscal year 2013. At the direction of the Compensation Committee, in fiscal year 2023 Compensia performed a comprehensive evaluation of our CEO’s and other NEOs’ compensation. In preparation for this evaluation, Compensia, in December 2022, reviewed and recommended changes to our compensation peer group, which is used to analyze the competitive market for executive and director compensation. The Compensation Committee considered the information provided by Compensia in setting our executive compensation. As required by the Nasdaq listing standards, the Compensation Committee performed an independence assessment of Compensia for fiscal year 2023. The Compensation Committee determined that Compensia should be considered independent based on the following factors: •Compensia provided no services to the Company other than its work for the Compensation Committee; •The fees paid to Compensia by the Company for fiscal year 2023 were less than 1% of Compensia’s revenues for that year; •Compensia has developed and provided to the Company a Conflict of Interest Policy; •The advisers from Compensia who provided services to the Company have no business or personal relationship with any members of the Compensation Committee or the Company’s executive officers; and •Compensia has confirmed that none of the advisers from Compensia who provided services to the Company own any shares of our common stock. Accordingly, the Compensation Committee determined that the services provided by Compensia to the Compensation Committee for fiscal year 2023 did not give rise to any conflicts of interest.

  29. 1. Our Compensation Peer Group

    1. Our Compensation Peer Group The Compensation Committee develops an understanding of the competitive market with respect to executive compensation levels and related policies and practices against those of a compensation peer group. Our compensation peer group generally consists of public companies listed on U.S. stock exchanges in the semiconductor industry that are comparable in size (approximately $650 million – $5.9 billion in revenue and approximately $750 million – $15.0 billion in market capitalization) and share common characteristics with the Company, including location and similarity of business model and product lines. In determining the composition of our compensation peer group annually, the Compensation Committee considers the ability to achieve year-over-year consistency and position-specific executive-compensation comparisons. The Compensation Committee also considers whether a proposed peer was historically in the Company’s compensation peer group to maintain additional consistency. Another factor the Compensation Committee considers is the likelihood that the Company might compete for executive talent with the companies selected for the compensation peer group. For example, due in part to the Company’s specialized field, the targeted talent pool of skilled leadership is narrow, and as such, the Compensation Committee expects to continue to revisit and revise the compensation peer group on an annual basis to ensure the Company remains competitive in its continuing recruitment and retention efforts. For compensation decisions made prior to January 2023, the Compensation Committee used the following compensation peer group:

  30. 1. Our Compensation Peer Group

    | Compensation peer group prior to December 2022 | | | CMC Materials, Inc. | Monolithic Power Systems, Inc. | | Diodes Incorporated | Power Integrations, Inc. | | Entegris, Inc. | Qorvo, Inc. | | First Solar, Inc. | Semtech Corp. | | FormFactor, Inc. | Silicon Laboratories, Inc. | | Knowles Corporation | SMART Global Holdings, Inc. | | Lattice Semiconductor Corporation | SunPower Corporation | | MACOM Technology Solutions Holdings, Inc. | Synaptics Incorporated | | Marvell Technology Group Ltd. | Xilinx, Inc. | | MaxLinear, Inc. | Wolfspeed, Inc. |

  31. 1. Our Compensation Peer Group

    In December 2022, under the direction of the Compensation Committee, Compensia reviewed the then-existing compensation peer group and made recommendations regarding potential additions and removals. Specifically, Compensia recommended that Allegro Microsystems, Inc. and Skyworks Solutions, Inc. be added to the compensation peer group and, due to acquisitions, that CMC Materials, Inc. and Xilinx, Inc. be removed. This updated compensation peer group was used for all compensation decisions made after January 1, 2023:

  32. 1. Our Compensation Peer Group

    | Compensation peer group as of December 2022 | | | Allegro Microsystems, Inc. | Monolithic Power Systems, Inc. | | Diodes Incorporated | Power Integrations, Inc. | | Entegris, Inc. | Qorvo, Inc. | | First Solar, Inc. | Semtech Corp. | | FormFactor, Inc. | Silicon Laboratories, Inc. | | Knowles Corporation | Skyworks Solutions, Inc. | | Lattice Semiconductor Corporation | SMART Global Holdings, Inc. | | MACOM Technology Solutions Holdings, Inc. | SunPower Corporation | | Marvell Technology Group Ltd. | Synaptics Incorporated | | MaxLinear, Inc. | Wolfspeed, Inc. |

  33. 2. Benchmark Data from Our Compensation Peer Group

    2. Benchmark Data from Our Compensation Peer Group Our Compensation Committee reviews executive compensation on an annual basis. To aid that review, Compensia presents an analysis of the Company’s executive compensation program, which is based on (a) publicly available proxy data gathered from our compensation peer group (the “Proxy Compensation Data”), the selection of which is discussed above, and (b) market data obtained from the Radford Global Technology Survey specific to the companies in our peer group who participated in such survey (the “Survey Compensation Data”). In January 2023, Compensia performed its annual executive compensation review and developed comparison compensation data for each NEO (“Compensation Market Data”). For Mr. Forsyth and Mr. Nathamuni, the Compensation Market Data consisted solely of data derived from the Proxy Compensation Data because data associated with the CEO and CFO positions is publicly available from each compensation peer group company. For Ms. Grodé and Mr. Baumgartner, the Compensation Market Data consisted solely of Survey Compensation Data because data matching their positions was not available from the compensation peer group. For Mr. Thomas, a blend of Survey Compensation Data and Proxy Compensation Data was used, reflecting that while some matching data was available from the compensation peer group, the additional consideration of Survey Compensation Data would result in a more reliable dataset.

  34. V. Executive Compensation Review for Fiscal Year 2023

    V. Executive Compensation Review for Fiscal Year 2023 In January 2023, the Compensation Committee performed its annual review of our executive officers’ compensation at a regularly scheduled meeting followed by two special meetings to finalize its review. As part of its annual review, the Compensation Committee reviewed the Company’s performance as compared to the compensation peer group and considered any changes to an NEO’s base salary or target amounts for their semiannual cash incentive awards. The Compensation Committee further considered any annual equity awards for our executive officers, and in February 2023, the Compensation Committee approved equity awards for our NEOs, which were granted that same month, after markets closed on the second business day following the Company’s announcement of its third-quarter earnings. The Compensation Committee also approved target cash-based compensation for fiscal year 2024. Ultimately, any decision to adjust compensation was made in the discretion of the Compensation Committee in view of the numerous factors and circumstances discussed in this proxy statement. Our annual executive compensation review and associated equity award grants occur in the fourth quarter of our fiscal year, which we believe allows the Compensation Committee to determine its compensation decisions in view of our anticipated full fiscal year performance and to better align with the market conditions underlying our peers’ disclosures. See the section of this proxy statement entitled, “Administrative and Timing Aspects of Our Equity Awards.”

  35. A. Base Salaries

    Additionally, in connection with the hiring of Ms. Grodé, the Compensation Committee approved: (a) a hiring bonus of $60,000, (b) an allowance of up to $150,000 for reimbursement of relocation expenses and any associated tax gross-ups paid to cover Ms. Grodé’s taxes on those reimbursed expenses, and (c) new-hire equity awards discussed below in the section entitled, “Equity Awards and Comparisons to Compensation Market Data.” In connection with the hiring of Mr. Nathamuni, the Compensation Committee approved: (a) a hiring bonus of $150,000, (b) a relocation allowance up to $250,000 after related tax gross ups, and (c) new-hire equity awards discussed below in the section entitled, “Equity Awards and Comparisons to Compensation Market Data.” The Compensation Committee determined to award the hiring bonuses, relocation allowance and related tax gross up benefits, and new-hire equity awards for Ms. Grodé and Mr. Nathamuni in order to induce their commencement of employment with us. These new-hire bonuses and awards for Ms. Grodé and Mr. Nathamuni were offered as one-time incentives, and next year they will be subject to the same compensation considerations as other executive officers, without added new-hire incentives. In March 2023, in conjunction with its fiscal year 2023 annual review of executive compensation, the Compensation Committee took the following actions with respect to the base salaries noted above, effective as of fiscal year 2024. The percentile ranges are relative to the applicable Compensation Market Data developed by Compensia as part of its January 2023 analysis.

  36. B. Cash Bonuses

    B. Cash Bonuses In fiscal year 2023, our NEOs participated in our 2007 Management and Key Individual Contributor Incentive Plan (the “Incentive Plan”), which bases payments on our fiscal year financial performance and provides for semiannual cash bonuses. The Incentive Plan is designed to provide employees who are in management or leadership positions in the Company, or who are key individual contributors whose efforts potentially have a material impact on the Company’s performance, with incentives to enhance the Company’s performance through the achievement of pre-established financial goals. Each semiannual cash bonus is calculated as the product of three components: (1) an individual’s annual base salary (as measured at the end of the applicable semiannual performance period), (2) an individual’s semiannual target bonus percentage, and (3) an “Incentive Plan Pay-Out Percentage,” which is a multiplier reflecting whether, and the extent to which, the Company has met or exceeded performance levels concerning Operating Profit Margin (as defined below) and revenue growth for the applicable semiannual performance period:

  37. Semiannual Cash Bonus = Annual Base Salary × Semiannual Target Bonus Percentage × Incentive Plan Pay-Out Percentage

    Semiannual Cash Bonus = Annual Base Salary × Semiannual Target Bonus Percentage × Incentive Plan Pay-Out Percentage Prior to the commencement of each semiannual performance period of fiscal year 2023, the Compensation Committee selected the formula and performance levels under which the Incentive Plan Pay-Out Percentage was determined.

  38. 1. Incentive Plan Pay-Out Percentage

    1. Incentive Plan Pay-Out Percentage The “Operating Profit Margin” used in the Incentive Plan Pay-Out Percentage for fiscal year 2023 is defined in the Incentive Plan as the Company’s consolidated GAAP operating income excluding (a) stock compensation expense and (b) any non-recurring items such as gains on sales of assets not otherwise included in revenue, losses on sales of assets, restructuring charges, merger-related costs including amortization or impairments of acquisition-related intangible assets, asset write-offs, write-downs, and impairment charges, and such other items as the Compensation Committee may determine in its sole discretion. In the second semiannual period of fiscal year 2023, included among the non-recurring items were $85.8 million in intangibles impairment charges related to the Lion Semiconductor acquisition and $10.6 million in lease impairments and restructuring costs. Operating Profit Margin is intended to be equivalent to the Company’s non-GAAP operating profit, and the Company believes that basing profit-related bonus calculations on the Company’s publicly reported non-GAAP operating profit simplifies internal and external messaging and allows our executive officers to more easily gauge progress against Incentive Plan thresholds and targets throughout the year. For a given semiannual performance period, the Incentive Plan Pay-Out Percentage may range anywhere between 0–250% depending on the Company’s specific Operating Profit Margin and revenue growth. The Incentive Plan Pay-Out Percentage for each semiannual performance period is calculated as the product of an operating profit payout and a revenue growth multiplier.

  39. Incentive Plan Pay-Out Percentage = Operating Profit Payout × Revenue Growth Multiplier

    Incentive Plan Pay-Out Percentage = Operating Profit Payout × Revenue Growth Multiplier For both semiannual periods of fiscal year 2023, the Compensation Committee determined that the operating profit payout would be determined according to the following curve that it approved in March 2022: As shown, the operating profit payout is 0% if the Operating Profit Margin is less than 10%. The operating profit payout is 25% when the Operating Profit Margin is 10%. The operating profit payout increases linearly from 25–100% as the Operating Profit Margin increases from 10–26%. Finally, the operating profit payout increases linearly from 100–200% as the Operating Profit Margin increases from 26–35% and follows the same slope for Operating Profit Margin values greater than 35%. For both semiannual periods of fiscal year 2023, the Compensation Committee determined that the revenue growth multiplier would be determined according to the same methodology as the prior fiscal year: As shown, the revenue growth multiplier is 100% for revenue growth of 10% or lower. The revenue growth multiplier then increases linearly from 100–200% as revenue growth increases from 10–20% and follows the same slope for revenue growth values greater than 20%. With reference to the two curves above, the Compensation Committee set a threshold level corresponding to an Operating Profit Margin of 10%. If that performance level was not met the operating profit payout would be 0% and hence, regardless of the revenue growth multiplier, the corresponding Incentive Plan Pay-Out Percentage would also be 0%, meaning no semiannual cash bonuses would be paid. The Compensation Committee set a target level corresponding to an Operating Profit Margin of 26%.3 At that level, if revenue growth was 10% or less, the operating profit payout and revenue growth multipliers would each be 100%, and the corresponding Incentive Plan Pay-Out Percentage would also be 100%. Some combinations of Operating Profit Margin and revenue growth would result in Incentive Plan Pay-Out Percentages higher than 100%, which would yield cash bonus payments above target levels. The Incentive Plan, however, provides that semiannual cash bonuses may not exceed 250% of a participant’s target bonus for any applicable semiannual performance period (i.e., the Incentive Plan Pay-Out Percentage cannot exceed 250%). Further, the semiannual cash bonuses were subject to a cap of 12% of the Company’s non-GAAP operating profit on total payments under the Company’s variable compensation plans. The Compensation Committee 3 As discussed in our fiscal year 2022 proxy statement, the Compensation Committee made two changes effective fiscal year 2023. First, it amended the definition of Operating Profit Margin so that it no longer excluded Incentive Plan and other bonus accruals. Second, it increased the target level for Operating Profit Margin to 26% under that new definition. This increase in target levels was intended to reflect changes to our peer group and its associated level of performance. instituted a payment cap because it determined that the proposed targets and thresholds under the Incentive Plan created a risk that a large percentage of the Company’s operating profit for a semiannual performance period could be paid out as bonuses. The Compensation Committee set the cap at 12% based on its desire to provide a reasonable payout for achieving the Company’s performance target levels while maintaining a reasonable cap on payments under all of the Company’s variable compensation plans. The performance measures reflected in the Incentive Plan are designed to balance short-term and long-term financial and strategic objectives for building stockholder value and are further based on a review of the operating results of peer companies and competitors, including the performance of the compensation peer group. As designed, the Operating Profit Margin and revenue growth target levels were intended by the Compensation Committee to be based on the Company’s long-term strategic plan, not the Company’s annual operating plan. The Compensation Committee periodically sets and reviews these target levels with the belief that achieving both would correspond to performance levels necessary to outperform the majority of peer companies and competitors. Additionally, as designed, achieving both target levels during a measurement period leads to participants earning their target bonuses. In contrast to how it has set the target levels for the Incentive Plan, the Compensation Committee typically has set the threshold levels for payments based in part on a review of the Company's annual operating plan along with current economic and market conditions.

  40. 2. Semiannual Target Bonus Percentages

    2. Semiannual Target Bonus Percentages For fiscal year 2023, the Compensation Committee maintained the semiannual target bonus percentages for our CEO at 50% of his annual base salary and for our other NEOs at 37.5% of their annual base salary because it determined that such levels continued to be appropriate for fiscal year 2023. In March 2023, in conjunction with its fiscal year 2023 annual review of executive compensation, the Compensation Committee increased the semiannual target bonus percentage for our CEO from 50% to 62.5%, effective fiscal year 2024. This adjustment was made in consideration of the same factors discussed above in the section entitled, “Base Salaries,” including recognition that Mr. Forsyth has continued to gain additional experience in his role since being appointed as our CEO in 2021.

  41. Target Semiannual Cash Bonus = Annual Base Salary (as of the end of the semiannual period) × Semiannual Target Bonus Percentage × 100%

    Target Semiannual Cash Bonus = Annual Base Salary (as of the end of the semiannual period) × Semiannual Target Bonus Percentage × 100% Target total cash compensation is annual base salary plus both target semiannual cash bonuses:

  42. Target Total Cash Compensation = Annual Base Salary (as of the end of the fiscal year) + Target First Half Cash Bonus + Target Second Half Cash Bonus

    Target Total Cash Compensation = Annual Base Salary (as of the end of the fiscal year) + Target First Half Cash Bonus + Target Second Half Cash Bonus For fiscal year 2023, the target total cash compensation for our NEOs was as follows, where the noted percentile ranges are relative to the applicable compensation market data developed by Compensia for its fiscal year 2022 review.

  43. Target Total Cash Compensation = Annual Base Salary (as of the end of the fiscal year) + Target First Half Cash Bonus + Target Second Half Cash Bonus

    | Named Executive Officer | Base Salary (FY23) | Target First Half FY23 Cash Bonus | Target Second Half FY23 Cash Bonus | FY23 Target Total Cash Compensation | Percentile Range | | John M. Forsyth, President and Chief Executive Officer | $700,000 | $350,000 | $350,000 | $1,400,000 | below the 25th percentile | | Venk Nathamuni, Chief Financial Officer | $450,000 | $168,750 | $168,750 | $787,500 | about the 50th percentile | | Denise Grodé, Chief Human Resources Officer | $425,000 | $159,375 | $159,375 | $743,750 | above the 75th percentile | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | $433,700 | $162,638 | $162,638 | $758,975 | above the 75th percentile | | Jeffrey W. Baumgartner, Vice President, Research and Development | $400,000 | $150,000 | $150,000 | $700,000 | above the 75th percentile |

  44. Target Total Cash Compensation = Annual Base Salary (as of the end of the fiscal year) + Target First Half Cash Bonus + Target Second Half Cash Bonus

    Following the Compensation Committee’s fiscal year 2023 annual review of executive compensation, target total cash compensation for our NEOs is as follows, effective fiscal year 2024, where the noted percentile ranges are relative to the applicable Compensation Market Data developed by Compensia as part of its January 2023 analysis.

  45. Target Total Cash Compensation = Annual Base Salary (as of the end of the fiscal year) + Target First Half Cash Bonus + Target Second Half Cash Bonus

    | Named Executive Officer | Base Salary (FY24) | Target First Half FY24 Cash Bonus | Target Second Half FY24 Cash Bonus | FY24 Target Total Cash Compensation | Percentile Range | | John M. Forsyth, President and Chief Executive Officer | $728,000 | $455,000 | $455,000 | $1,638,000 | between the 25th and 50th percentiles | | Venk Nathamuni, Chief Financial Officer | $470,250 | $176,344 | $176,344 | $822,938 | between the 25th and 50th percentiles | | Denise Grodé, Chief Human Resources Officer | $453,000 | $169,875 | $169,875 | $792,750 | above the 75th percentile | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | $444,000 | $166,500 | $166,500 | $777,000 | between the 50th and 75th percentiles | | Jeffrey W. Baumgartner, Vice President, Research and Development | $430,000 | $161,250 | $161,250 | $752,500 | between the 50th and 75th percentiles |

  46. 4. Actual Cash Bonuses

    4. Actual Cash Bonuses The actual cash bonuses paid for each semiannual performance period for fiscal year 2023 were based on the Incentive Plan Pay-Out Percentages for each semiannual performance period: Actual Semiannual Cash Bonus = Annual Base Salary (as of the end of the semiannual period) × Semiannual Target Bonus Percentage × Incentive Plan Pay-Out Percentage As a result of the Company’s performance in the first half of fiscal year 2023, the Incentive Plan Pay-Out Percentage was 242%. For that semiannual performance period, our Operating Profit Margin was 25% (which corresponded to a GAAP operating profit margin of 18%), and revenue growth was 26%. As a result of the Company’s performance in the second half of fiscal year 2023, the Incentive Plan Pay-Out Percentage was 96%. For that semiannual performance period, our Operating Profit Margin was 25% (which corresponded to a GAAP operating profit margin of 8%), and revenue growth was negative 7%. For more details concerning each of these semiannual performance periods, see the section of this proxy statement entitled, “Annex,” which includes a reconciliation of the Company’s GAAP operating profit margin to the Operating Profit Margin used in the Incentive Plan calculations. For fiscal year 2023, the total cash compensation for our NEOs, reflecting base salary at the end of the fiscal year and actual cash bonus amounts, was therefore:

  47. 4. Actual Cash Bonuses

    | Named Executive Officer | Base Salary (FY23) | Actual First Half FY23 Cash Bonus | Actual Second Half FY23 Cash Bonus | FY23 Total Cash Compensation | | John M. Forsyth, President and Chief Executive Officer | $700,000 | $846,489 | $335,569 | $1,882,058 | | Venk Nathamuni, Chief Financial Officer | $450,000 | $358,794 | $161,792 | $970,587 | | Denise Grodé, Chief Human Resources Officer | $425,000 | $383,337 | $152,804 | $961,141 | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | $433,700 | $393,345 | $155,932 | $982,977 | | Jeffrey W. Baumgartner, Vice President, Research and Development | $400,000 | $362,781 | $143,815 | $906,596 |

  48. 4. Actual Cash Bonuses

    The first-half cash bonuses of Mr. Nathamuni and Ms. Grodé reflect pro-rated amounts because each started in their roles slightly after the opening day of the semiannual period, March 27, 2022. Specifically, Mr. Nathamuni started on April 18, 2022, and Ms. Grodé started on March 28, 2022.

  49. C. Equity Awards

    C. Equity Awards We provide long-term incentive compensation opportunities in the form of equity awards to motivate and reward our executive officers for their contributions to achieving our business objectives by tying incentives to the performance of our common stock over the long term. Our equity awards include RSUs, PBRSUs, and stock options, and the Compensation Committee reviews and determines relative value weights that can be assigned to each component to achieve a suitable, overall compensation package for our NEOs. The use of equity awards further reinforces the link between the interests of our NEOs and our stockholders. Generally, equity awards are made annually by the Compensation Committee to each of our executive officers under our 2018 Long Term Incentive Plan.

  50. 1. Stock Options and RSUs

    1. Stock Options and RSUs Stock options are designed to align the interests of our executive officers and employees with those of our stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. Each option award enables the recipient to purchase a specified number of shares of our common stock at a specified price per share (the market price of our common stock on the grant date) over a specified period of time (up to 10 years). Accordingly, the options provide a potential return only if the executive officer remains employed by the Company during the vesting period, and only if the market price of our common stock appreciates over the option term. Starting with the stock options granted in February 2023, each option typically becomes exercisable in a series of installments over a specified period—over four years, with one-year “cliff” vesting for 25% of the options on each of the following four anniversaries of the grant date—contingent upon the recipient’s continued employment with the Company on each vesting date. Previously, each option would typically become exercisable over four years, with one-year cliff vesting for 25% of the options on the first anniversary of the grant date and 1/36 of the remaining option vesting on a monthly basis over the following three years—also contingent upon the recipient’s continued employment with the Company on each vesting date. The Compensation Committee made this change to vesting schedules to ease the administrative burden of assessing multiple vesting dates in light of new “pay versus performance” disclosure requirements. The use of time-vested RSUs balances the benefits of stock options with the executive retention and stockholder dilution benefits that RSUs provide. In particular, the Compensation Committee believes that the use of time-vested RSUs with a three-year “cliff” vesting requirement helps further our retention objectives by encouraging our executive officers to remain with the Company and fully execute our long-term strategies, which generally take a number of years to be fully implemented and reflected in our financial performance. Because RSUs are typically granted for a lower number of underlying shares than an equivalent stock option grant, the dilutive impact of our long-term incentive awards as a whole is reduced by using RSUs.

  51. 2. Performance-Based Restricted Stock Units

    2. Performance-Based Restricted Stock Units The Compensation Committee believes that the use of PBRSUs further promotes the achievement of our long-term strategic and operational objectives by strengthening the link of our NEOs’ compensation to stockholder value creation. The Compensation Committee regularly reviews its PBRSU program to ensure its continued effectiveness in driving performance that supports such objectives. PBRSU awards for fiscal year 2023 consisted of RSUs subject to a three-year performance period. The number of shares earned, relative to a target number of shares, is based on the Company’s total shareholder return (“TSR”) measured relative to the TSR of the component companies of the Philadelphia Semiconductor Index (the “Index”). Thus, the measurement entails determining our ranking among the companies that make up the components of the Index. The TSR determines a payout percentage ranging between 0–200%, which is then multiplied by the target number of PBRSUs. To determine the payout percentage, the Company’s TSR for the performance period is compared against that of the companies in the Index to yield a Percentile Measurement (for example, if the Company would rank in the 75th percentile of the performance of companies in the Index during the performance period, our Percentile Measurement would be 75%). The payout percentage is a function of the Percentile Measurement as follows: •If our Percentile Measurement is less than 25%, the payout percentage is zero; •Threshold performance: if our Percentile Measurement is 25%, the payout percentage is 25%; •Target performance: if our Percentile Measurement is 50%, the payout percentage is 100%; •Maximum performance: if our Percentile Measurement is 75% or higher, the payout percentage is 200%; •A straight line connects the threshold, target, and maximum performance points; and •If the Company’s TSR is negative during the performance period, the maximum payout percentage is 100%. The PBRSU payout percentage is therefore determined according to the following curve, which remains unchanged relative to the prior fiscal year: During fiscal year 2020, PBRSUs were granted to NEOs Mr. Forsyth, Mr. Case (our former CFO), Mr. Thomas, and Mr. Baumgartner, among other executives, on November 6, 2019, in connection with the Compensation Committee’s annual review of their compensation. Over the following three-year performance period, the respective Percentile Measurements for these awards were 32.8%, which resulted in a payout percentage of 31%. Vesting amounts for PBRSUs granted in conjunction with annual executive equity awards granted in fiscal years 2021, 2022, and 2023 have yet to be determined. We believe these results comport with the Compensation Committee’s intention of linking PBRSU payout with a relative level of achievement, based on shareholder return. For example, our TSR performance during the prior three years, as compared to our compensation peer group and to the component companies of the Index, was below the 50th percentile. For information concerning the number of shares underlying the PBRSUs granted for fiscal year 2023, see the “Fiscal Year 2023 Grants of Plan-Based Awards Table” below. For information concerning the value realized during fiscal year 2023 as a result of exercised stock options and vested stock awards, see the “Fiscal Year 2023 Options Exercised and Stock Vested Table” below.

  52. 3. Equity Awards and Comparisons to Compensation Market Data

    3. Equity Awards and Comparisons to Compensation Market Data As discussed above, the Compensation Committee’s long-term incentive compensation philosophy is typically to grant awards to our NEOs that position their target total direct compensation approximately at the 50th percentile of the applicable Compensation Market Data, subject to other factors considered by the Compensation Committee. For example, the Compensation Committee also takes into account past increases or decreases in overall compensation and the number, and current unrealized value, of outstanding stock options and unvested RSUs and PBRSUs held by each NEO to maintain an appropriate level of equity-based incentive for that individual. The Compensation Committee further considers the Company’s overall performance, current equity burn rate, and dilution in setting the amount of equity available for grant to our NEOs. The size of the equity award granted to each NEO is set by the Compensation Committee at a level that is intended to create a meaningful opportunity for stock price appreciation based upon the individual’s position with the Company, current performance, anticipated future contribution based on that performance, and ability to affect corporate and/or business unit results. The Compensation Committee looks collectively at all of these factors when making its decisions. In February 2023, based on Compensia’s analysis of competitive market practices and the other relevant factors summarized above, the Compensation Committee approved monetary award values for (a) RSUs, (b) PBRSUs, and (c) stock options, split equally into thirds, for our NEOs. These approved monetary values were converted to a corresponding number of shares, target shares, and options, rounding up to the nearest whole share or option, as close as reasonably possible to the grant date using the Company’s closing stock price or a corresponding Black Scholes or Monte Carlo valuation. In fiscal year 2023, special equity awards in the form of new-hire awards were granted to NEOs Ms. Grodé and Mr. Nathamuni in connection with their joining the Company. Specifically, Ms. Grodé’s new-hire equity awards had an intended grant-day value of $1.65 million, consisting of (a) $700,000 of RSUs vesting one-third annually on the anniversary of the grant date, (b) $700,000 of options with one-year “cliff” vesting for 25% of the options on the first anniversary of the grant date and 1/36 of the remaining options vesting on a monthly basis over the following three years, and (c) $250,000 of PBRSUs vesting at a level in accordance with their associated performance criteria at the end of the third year following the grant date (as described herein). Mr. Nathamuni’s new-hire equity awards had an intended grant-day value of $2 million, consisting of (a) $850,000 of RSUs vesting one-third annually on the anniversary of the grant date, (b) $850,000 of options with one-year “cliff” vesting for 25% of the options on the first anniversary of the grant date and 1/36 of the remaining options vesting on a monthly basis over the following three years, and (c) $300,000 of PBRSUs vesting at a level in accordance with their associated performance criteria at the end of the third year following the grant date (as described herein). When determining these new-hire equity awards, the Compensation Committee considered market data specific to the roles of Chief Human Resources Officer and Chief Financial Officer as well as the Company’s retention objectives, particularly in view of competition for technology-company executives. The Compensation Committee also determined that the new-hire equity awards for Ms. Grodé and Mr. Nathamuni were appropriate in order to give Ms. Grodé and Mr. Nathamuni an equity stake in our Company and thereby align their interests with those of our stockholders. For fiscal year 2023, the target total direct compensation (the base salary plus target annual cash bonus plus the grant date fair value of equity awards) for our NEOs was as follows, where the noted percentile ranges are relative to the applicable Compensation Market Data developed by Compensia as part of its January 2023 analysis (as applied to exclude the impact of the new-hire equity awards of Ms. Grodé and Mr. Nathamuni described above).

  53. 3. Equity Awards and Comparisons to Compensation Market Data

    | Named Executive Officer | Base Salary | Target Annual FY23 Cash Bonus | FY23 RSUs | FY23 PBRSUs | FY23 Options | FY23 Target Total Direct Compensation | Percentile Range | | John M. Forsyth, President and Chief Executive Officer | $700,000 | $700,000 | $2,166,763 | $2,166,681 | $2,166,673 | $7,900,117 | about the 50th percentile | | Venk Nathamuni, Chief Financial Officer | $450,000 | $337,500 | $333,419 | $333,412 | $333,369 | $1,787,700 | below the 25th percentile | | Denise Grodé, Chief Human Resources Officer | $425,000 | $318,750 | $275,068 | $275,118 | $275,042 | $1,568,978 | between the 25th and 50th percentiles | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | $433,700 | $325,276 | $308,339 | $308,388 | $308,339 | $1,684,042 | about the 25th percentile | | Jeffrey W. Baumgartner, Vice President, Research and Development | $400,000 | $300,000 | $308,339 | $308,388 | $308,338 | $1,625,065 | between the 25th and 50th percentiles |

  54. 3. Equity Awards and Comparisons to Compensation Market Data

    The Compensation Committee determined that the size of its equity awards for fiscal year 2023 was warranted and appropriate in view of the totality of circumstances, including the Company’s performance over the 12 months prior to Compensia’s compensation analysis and the numerous other factors noted in this proxy statement as being considered by the Compensation Committee. For example, the Compensation Committee’s actions for fiscal year 2023 ensured that the target total direct compensation approached or reached the 50th percentile for our NEOs while maintaining internal pay equity. The following charts utilize the figures presented in the “Fiscal Year 2023 Summary Compensation Table” below to illustrate the primary components of our NEOs’ fiscal year 2023 compensation, along with the performance-based percentage of that compensation. Note that these charts (a) exclude values listed in the “All Other Compensation” column of the summary compensation table and all compensation of Mr. Case, our former CFO and (b) include values associated with one-time, new-hire equity awards granted to Ms. Grodé and Mr. Nathamuni. In the charts immediately above, the following were considered performance-based compensation: cash incentive awards, stock option awards (which provide a potential return only if the market price of our common stock appreciates over the option term), and PBRSUs.

  55. 4. Administrative and Timing Aspects of Our Equity Awards

    4. Administrative and Timing Aspects of Our Equity Awards New-employee equity awards and special stock awards are granted and priced on the first Wednesday of each calendar month (the “Monthly Grant Date”). The purpose of this process is to minimize the administrative burdens that would be created with multiple monthly grant dates and to ensure that all required approvals are obtained on or before the Monthly Grant Date. If the Monthly Grant Date occurs on a Company holiday, or on other days that the Company or Nasdaq is closed for business, the Monthly Grant Date will be the next regularly scheduled business day. The grant date for our executive officers’ annual equity awards occurs after markets close on the second business day following the Company’s announcement of its third-quarter earnings. There was no program, plan, or practice of timing equity-based incentive compensation awards in coordination with the release of material non-public information, other than to set these annual equity awards to follow the public announcement of periodic financial results. In addition to addressing potential risks associated with the release of material non-public information, the annual executive grant’s timing within the Company’s fourth quarter provides the Compensation Committee with an opportunity to consider more complete data on the Company’s fiscal-year performance and peers as it makes its compensation decisions.

  56. VI. Post-Employment Compensation

    VI. Post-Employment Compensation We have not entered into individual severance or change of control agreements with any of our NEOs; however, the Company maintains an Executive Severance and Change of Control Plan, which originally became effective in 2007 and which the Compensation Committee amended and restated as of January 20, 2022 (the “Severance Plan”). The Severance Plan provides for certain payments and benefits to eligible executive officers (“Eligible Executives”), including each of our NEOs, whose employment is involuntarily terminated by the Company (other than for “cause,” as defined in the Severance Plan) or whose employment terminates without cause or for “good reason” (as defined in the Severance Plan) at any time during the 12-month period beginning on the effective date of a change of control of the Company. Details and specific terms of the Severance Plan, which reflect the amendments last entered, are set forth in the section of this proxy statement entitled, “Potential Payments upon Termination or Change of Control.” We maintain the Severance Plan because we believe it is consistent with the practices of peer companies and helps ensure that we are able to attract and retain top talent. Further, we believe that our plan provides a level of stability to Eligible Executives during volatile business conditions that have historically existed in our industry so that they remain focused on their responsibilities and the long-term interests of the Company during such times. The Severance Plan provides for “double-trigger” rather than “single-trigger” payment and benefits in the event of a change of control of the Company. In other words, payments to Eligible Executives are contingent upon an involuntary termination of employment following a change of control. This plan design is intended to provide a level of security to Eligible Executives negotiating a transaction to avoid any misalignment with the interests of our stockholders without resulting in a windfall to Eligible Executives who remain employed following such a transaction.

  57. VII. Clawback Policy

    VII. Clawback Policy Effective May 25, 2018, our executive officers became subject to a clawback policy entitled “Policy Regarding Recoupment of Certain Incentive Compensation,” which provides for forfeiture of excess incentive compensation in the event of misconduct resulting in a restatement of our financial statements. The clawback policy governs all incentive compensation (cash and equity-based compensation) that is granted, earned, or vested based upon the achievement of financial or stock performance metrics, and which was granted following the adoption of the clawback policy and paid in the preceding three-year period from the time the Company determines that it must restate its financial statements. As mentioned immediately above, our Severance Plan was amended and restated as of January 20, 2022, and one change involved the addition of a clawback provision entitled, “Recoupment in the Event of Subsequently Discovered Cause.” Under this provision, if, after a termination of employment, the Company discovers that an Eligible Executive had engaged in acts or omissions during the course of the executive’s employment under circumstances constituting “Cause,” (as defined in the Severance Plan), then the Company may cease the delivery of any further payments or benefits pursuant to the Severance Plan and any payments and/or the value of any benefits already provided to the Eligible Executive may be recouped for the benefit of the Company, plus interest at the then-prevailing prime rate. In addition, we will further comply with any recoupment requirements imposed by applicable laws, rules, or regulations, including in connection with the final rule issued by the SEC implementing the provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation. We will monitor the listing standards adopted by Nasdaq and amend our clawback policy or adopt a new clawback policy during the required timeframe in compliance with those standards.

  58. VIII. Prohibition Against Short Selling, Hedging, and Pledging

    VIII. Prohibition Against Short Selling, Hedging, and Pledging The Company prohibits directors, officers, and employees (or their designees) from investing in derivative securities based on or related to the Company’s common stock, engaging in any short sale or hedging transactions involving the Company’s common stock, and pledging any shares of the Company’s common stock as collateral for any margin account or any other similar account or debt instrument where a sale of the Company’s stock could occur. Prohibited hedging transactions generally involve the purchase of any financial instrument that will hedge or offset, or is designed to hedge or offset, any decrease in the market value of the Company’s common stock. Our policy does not restrict the ownership of Company-granted equity awards, such as stock options, restricted stock, RSUs, PBRSUs, or other equity awards granted by the Company.

  59. IX. Tax Considerations Related to Compensation

    IX. Tax Considerations Related to Compensation Section 162(m) of the Internal Revenue Code (IRC) as amended by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) generally disallows a publicly-held corporation a deduction for federal income tax purposes of remuneration in excess of $1 million paid in any taxable year to any NEO that is also a covered employee. Although the exception for “performance-based compensation” was repealed by the Tax Act, remuneration paid pursuant to a written binding contract in effect on November 2, 2017, and not materially modified after that date, will not be subject to the deduction limitation if specified requirements are met. For all other compensation, amounts in excess of $1 million paid to any covered employee generally will not be deductible. While the Compensation Committee may consider deductibility when designing our executive compensation program, it may award compensation that is not deductible if it determines that doing so is appropriate and in the best interests of the Company and its stockholders. Additionally, the Compensation Committee cannot guarantee that past compensation, or compensation granted in the future, generally designed to be deductible will in fact be deductible. Section 280G of the IRC disallows the deduction of any “excess parachute payment” paid in connection with certain events. A portion of amounts payable under the Severance Plan may constitute “excess parachute payments” to our NEOs. Accordingly, the Severance Plan provides for a modified Section 280G “cut back” pursuant to which payments and benefits under the Severance Plan will be reduced in the event such reduction produces a greater after-tax benefit to an NEO. See the section of this proxy statement entitled, “Potential Payments Upon Termination or Change of Control.”

  60. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) | | John M. Forsyth, President and Chief Executive Officer | 2023 | $700,000 | | $4,333,444 | $2,166,673 | $1,182,058 | $11,650(4) | $8,393,825 | | | 2022 | 613,077 | | 3,000,072 | 1,499,959 | 1,497,350 | 14,010 | 6,624,468 | | | 2021 | 443,077 | | 1,631,231 | 878,258 | 868,132 | 14,382 | 3,835,080 | | Venk Nathamuni, Chief Financial Officer and Principal Accounting Officer | 2023 | $415,385 | $150,000 | $1,816,904 | $1,183,311 | $520,587 | $103,579(5) | $4,189,765 | | Thurman K. Case, Former Vice President, Chief Financial Officer and Principal Accounting Officer | 2023 | $338,735 | | $— | $— | $— | $9,930(6) | $348,665 | | | 2022 | 440,000 | | — | — | 754,793 | 16,857 | 1,211,650 | | | 2021 | 414,787 | | 470,324 | 253,221 | 544,255 | 13,742 | 1,696,329 | | Denise Grodé, Chief Human Resources Officer | 2023 | $416,827 | $60,000 | $1,500,248 | $974,997 | $536,141 | $176,747(7) | $3,664,960 | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | 2023 | $433,700 | | $616,727 | $308,339 | $549,277 | $15,105(8) | $1,923,148 | | | 2022 | 413,100 | | 533,455 | 266,673 | 725,548 | 14,765 | 1,953,540 | | | 2021 | 385,943 | | 489,377 | 263,478 | 506,918 | 14,684 | 1,660,400 | | Jeffrey W. Baumgartner, Vice President, Research and Development | 2023 | $400,000 | | $616,727 | $308,339 | $506,596 | $9,152(9) | $1,840,814 | | | 2022 | 378,270 | | 566,791 | 283,335 | 666,727 | 8,899 | 1,904,021 | | | 2021 | 345,794 | | 606,737 | 326,728 | 460,733 | 8,808 | 1,748,800 |

  61. Fiscal Year 2023 Grants of Plan-Based Awards Table

    Fiscal Year 2023 Grants of Plan-Based Awards Table The following table provides certain information with respect to grants of plan-based awards for the fiscal year ended March 25, 2023, to our NEOs. All of the stock options, RSUs, and PBRSUs that are reflected in the table were granted under our 2018 Long Term Incentive Plan. The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns below reflect potential payouts under the Incentive Plan, which is described in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. The amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column below set forth potential payouts that are associated with PBRSUs. The PBRSUs will vest as to the number of shares earned on the third anniversary of the grant date. The number of PBRSUs that vest, if any, is based on Company performance during this three-year period and is determined relative to the target number of shares as described in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. Holders of PBRSUs are not eligible to receive any dividends or dividend equivalents with respect to outstanding PBRSUs. Each stock option has a maximum term of 10 years, subject to earlier termination if the optionee’s services are terminated. Unless noted otherwise, (a) the exercisability of options granted prior to February 2023 vests with respect to 25% of the shares of common stock underlying the option one year after the date of grant and with respect to the remaining shares underlying the option thereafter in 36 equal monthly installments and (b) the exercisability of options granted in February 2023 vests with respect to 25% of the shares of common stock underlying the option on each of the following four anniversaries of the grant date. The exercise price of each stock option is equal to the closing market price per share of our common stock as reported on Nasdaq on the date of grant. The RSUs granted to Ms. Grodé and Mr. Nathamuni on April 6, 2022 and May 4, 2022, respectively (special new-hire equity awards) will vest one-third annually on each of the following three anniversaries of the grant date. Otherwise, the RSUs will vest with respect to 100% of the units underlying the award on the third anniversary of the grant date. Each unit granted pursuant to these RSUs represents a contingent right to receive one share of our common stock for each unit that vests. Holders of RSUs are not eligible to receive any dividends or dividend equivalents with respect to outstanding RSUs. Special accelerated vesting provisions applicable to the equity awards upon a NEO’s termination of employment or upon a change of control of the Company are described in the section of this proxy statement entitled, “Potential Payments Upon Termination or Change of Control.”

  62. Fiscal Year 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date (1) | Approval Date (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 | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (4) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | | | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | John M. Forsyth, President and Chief Executive Officer | 2/6/2023 | 1/30/2023 | | | | | | | 21,166 | | | $2,166,763 | | | 2/6/2023 | 1/30/2023 | | | | 3,810 | 15,239 | 30,478 | | | | $2,166,681 | | | 2/6/2023 | 1/30/2023 | | | | | | | | 49,251 | $102.37 | $2,166,673 | | | | | $175,000 | $700,000 | $1,750,000 | | | | | | | | | Venk Nathamuni, Chief Financial Officer and Principal Accounting Officer | 2/6/2023 | 1/30/2023 | | | | | | | 3,257 | | | $333,419 | | | 5/4/2022 | 3/28/2022 | | | | | | | 10,265 | | | $850,045 | | | 2/6/2023 | 1/30/2023 | | | | 586 | 2,345 | 4,690 | | | | $333,412 | | | 5/4/2022 | 3/28/2022 | | | | 738 | 2,951 | 5,902 | | | | $300,028 | | | 2/6/2023 | 1/30/2023 | | | | | | | | 7,578 | $102.37 | $333,369 | | | 5/4/2022 | 3/28/2022 | | | | | | | | 20,832 | $82.81 | $849,943 | | | | | $84,375 | $337,500 | $843,750 | | | | | | | | | Denise Grodé, Chief Human Resources Officer | 2/6/2023 | 1/30/2023 | | | | | | | 2,687 | | | $275,068 | | | 4/6/2022 | 2/25/2022 | | | | | | | 8,843 | | | $700,012 | | | 2/6/2023 | 1/30/2023 | | | | 484 | 1,935 | 3,870 | | | | $275,118 | | | 4/6/2022 | 2/25/2022 | | | | 643 | 2,572 | 5,144 | | | | $250,050 | | | 2/6/2023 | 1/30/2023 | | | | | | | | 6,252 | $102.37 | $275,042 | | | 4/6/2022 | 2/25/2022 | | | | | | | | 19,691 | $79.16 | $699,955 | | | | | $79,688 | $318,750 | $796,875 | | | | | | | | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | 2/6/2023 | 1/30/2023 | | | | | | | 3,012 | | | $308,338 | | | 2/6/2023 | 1/30/2023 | | | | 542 | 2,169 | 4,338 | | | | $308,388 | | | 2/6/2023 | 1/30/2023 | | | | | | | | 7,009 | $102.37 | $308,339 | | | | | $81,319 | $325,275 | $813,188 | | | | | | | | | Jeffrey W. Baumgartner, Vice President, Research and Development | 2/6/2023 | 1/30/2023 | | | | | | | 3,012 | | | $308,339 | | | 2/6/2023 | 1/30/2023 | | | | 542 | 2,169 | 4,338 | | | | $308,388 | | | 2/6/2023 | 1/30/2023 | | | | | | | | 7,009 | $102.37 | $308,338 | | | | | $75,000 | $300,000 | $750,000 | | | | | | | |

  63. Fiscal Year 2023 Grants of Plan-Based Awards Table

    (1) With respect to one-time equity awards such as the new-hire awards to Ms. Grodé and Mr. Nathamuni of April 6, 2022 and May 4, 2022, respectively, the Company’s policy is to grant such equity awards on the Monthly Grant Date after the Compensation Committee approves the award. If the Monthly Grant Date occurs on a Company holiday, or on other days that the Company or Nasdaq is closed for business, the Monthly Grant Date is the next regularly scheduled business day when the Company and Nasdaq are open for business. Annual equity awards to our NEOs (here, the February 6, 2023 awards) are granted at the close of the market on the second business day following the release of the Company’s third quarter earnings results. (2) The amounts reported in these columns reflect potential payment amounts under the Incentive Plan. Actual amounts earned under this plan are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2023 Summary Compensation Table above. Semiannual payments may be made under the Incentive Plan only if certain financial prerequisites, such as operating profit margin thresholds, are achieved, as described in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. The amounts reported in the “Threshold” column reflect the minimum amount payable assuming achievement of the applicable financial-result thresholds (25% of the target amount). The amounts reported in the “Target” column reflect the target amount awarded to each NEO. The amounts reported in the “Maximum” column reflect 250% of the target amount. (3) The amounts reported in these columns reflect the number of units underlying potential payment amounts for PBRSUs under the Company’s Performance-Based Restricted Stock Unit program. Each unit granted pursuant to these PBRSUs represents a contingent right to receive one share of our common stock for each unit that is earned and vests. The number of PBRSUs that will actually be earned and vest, if any, is based on the Company’s performance during a three-year performance period following grant and is determined as described in further detail in the “Compensation Discussion and Analysis” section of this proxy statement. (4) The amounts reported in this column represent the aggregate grant date fair value of the equity awards calculated pursuant to FASB ASC Topic 718, excluding any assumptions regarding potential forfeitures, and with respect to the PBRSU this valuation entails a Monte Carlo calculation. The assumptions underlying the calculations under FASB ASC Topic 718 are discussed under Note 14, Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 25, 2023.

  64. Fiscal Year 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal Year 2023 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information concerning the outstanding equity award holdings of our NEOs as of March 25, 2023.

  65. Fiscal Year 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date (2) | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (3) | Market Value of Shares or Units of Stock That Have Not Vested (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) | | | (#) | (#) | (#) | ($) | | | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | (g) | (h) | (i) | (j) | | John M. Forsyth, President and Chief Executive Officer | 10,417 | — | | $38.15 | 6/6/2028 | | | | | | | | 6,511 | — | | $41.49 | 11/7/2028 | | | | | | | | 10,000 | 2,000 | | $68.56 | 11/6/2029 | | | | | | | | 12,843 | 12,844 | | $78.00 | 3/3/2031 | | | | | | | | 9,902 | 29,708 | | $88.00 | 3/2/2032 | | | | | | | | — | 49,251 | | $102.37 | 2/6/2033 | | | | | | | | | | | | | 3/3/2021 | 12,176 | $1,285,664 | | | | | | | | | | 3/3/2021 | | | 16,234 | $1,714,148 | | | | | | | | 3/2/2022 | 17,046 | $1,799,887 | | | | | | | | | | 3/2/2022 | | | 27,478 | $2,901,402 | | | | | | | | 2/6/2023 | 21,166 | $2,234,918 | | | | | | | | | | 2/6/2023 | | | 30,478 | $3,218,172 | | Venk Nathamuni, Chief Financial Officer and Principal Accounting Officer | — | 20,832 | | $82.81 | 5/4/2032 | | | | | | | | — | 7,578 | | $102.37 | 2/6/2033 | | | | | | | | | | | | | 5/4/2022 | 10,265 | $1,083,881 | | | | | | | | | | 5/4/2022 | | | 5,902 | $623,192 | | | | | | | | 2/6/2023 | 3,257 | $343,907 | | | | | | | | | | 2/6/2023 | | | 4,690 | $495,217 | | Denise Grodé, Chief Human Resources Officer | — | 19,691 | | $79.16 | 4/6/2032 | | | | | | | | — | 6,252 | | $102.37 | 2/6/2033 | | | | | | | | | | | | | 4/6/2022 | 8,843 | $933,732 | | | | | | | | | | 4/6/2022 | | | 5,144 | $543,155 | | | | | | | | 2/6/2023 | 2,687 | $283,720 | | | | | | | | | | 2/6/2023 | | | 3,870 | $408,633 | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | 5,043 | — | | $20.37 | 10/1/2024 | | | | | | | | 734 | — | | $31.25 | 11/4/2025 | | | | | | | | 13,500 | — | | $54.65 | 11/2/2026 | | | | | | | | 13,500 | — | | $55.72 | 11/1/2027 | | | | | | | | 13,500 | — | | $41.49 | 11/7/2028 | | | | | | | | 9,500 | 1,900 | | $68.56 | 11/6/2029 | | | | | | | | 3,852 | 3,854 | | $78.00 | 3/3/2031 | | | | | | | | 1,760 | 5,282 | | $88.00 | 3/2/2032 | | | | | | | | — | 7,009 | | $102.37 | 2/6/2033 | | | | | | | | | | | | | 3/3/2021 | 3,653 | $385,720 | | | | | | | | | | 3/3/2021 | | | 4,870 | $514,223 | | | | | | | | 3/2/2022 | 3,031 | $320,043 | | | | | | | | | | 3/2/2022 | | | 4,886 | $515,913 | | | | | | | | 2/6/2023 | 3,012 | $318,037 | | | | | | | | | | 2/6/2023 | | | 4,338 | $458,049 | | Jeffrey W. Baumgartner, Vice President, Research and Development | 30,000 | — | | $38.34 | 5/2/2028 | | | | | | | | 3,907 | — | | $41.49 | 11/7/2028 | | | | | | | | 5,000 | 2,000 | | $68.56 | 11/6/2029 | | | | | | | | 4,778 | 4,778 | | $78.00 | 3/3/2031 | | | | | | | | 1,870 | 5,612 | | $88.00 | 3/2/2032 | | | | | | | | — | 7,009 | | $102.37 | 2/6/2033 | | | | | | | | | | | | | 3/3/2021 | 4,529 | $478,217 | | | | | | | | | | 3/3/2021 | | | 6,038 | $637,552 | | | | | | | | 3/2/2022 | 3,220 | $340,000 | | | | | | | | | | 3/2/2022 | | | 5,192 | $548,223 | | | | | | | | 2/6/2023 | 3,012 | $318,037 | | | | | | | | | | 2/6/2023 | | | 4,338 | $458,049 |

  66. Fiscal Year 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Stock options with an expiration date listed in column (f) as February 6, 2033 (corresponding to a grant date of February 6, 2023) vest over four years with one-year “cliff” vesting for 25% of the options on each of the following four anniversaries of the grant date. All other outstanding stock options vest over four years, with one-year “cliff” vesting for 25% of the options on the first anniversary of the grant date, and 1/36 of the remaining options vesting on a monthly basis over the following three years. (2) Options have a maximum 10-year term. The expiration date shown in this column is the normal expiration date occurring on the tenth anniversary of the grant date. Options may terminate earlier in certain circumstances, such as in connection with a NEO’s termination of employment or in connection with certain corporate transactions, including a change in control of the Company. (3) This column reflects RSUs granted to our NEOs. Outstanding RSUs having a stock award grant date of April 6, 2022 for Ms. Grodé and May 4, 2022 for Mr. Nathamuni (corresponding to new-hire equity awards) will vest one-third annually on each of the following three anniversaries of the grant date. All other outstanding RSUs will vest with respect to 100% of the units underlying the award on the third anniversary of the grant date. Each unit granted pursuant to these RSUs represents a contingent right to receive one share of our common stock for each unit that vests. (4) The market value of unvested RSUs reported in column (h) is calculated by multiplying the number of shares of common stock ultimately subject to each award reported in column (g) by the closing market price of our common stock on March 24, 2023, (the last trading day of fiscal year 2023), which was $105.59 per share. (5) This column reflects PBRSUs granted to our NEOs. The disclosed number of PBRSUs is based on the next higher performance level (threshold, target, or maximum) above the Company’s performance through the most recently completed fiscal year. Accordingly, PBRSUs shown above are listed at their maximum level because the Company’s relative TSR performance for each award through the most recently completed fiscal year would result in a payout greater than the target level of 100%. The number of units that are ultimately earned and vest, if any, will be based on the Company’s performance and will be relative to the target number of units as further described in the “Compensation Discussion and Analysis” section of this proxy statement. Each unit granted pursuant to these PBRSUs represents a contingent right to receive one share of our common stock for each unit that is earned and vests. Such vesting will occur on the third anniversary of the grant date. (6) The market value of unvested PBRSUs reported in column (j) is calculated by multiplying the number of shares ultimately subject to each award reported in column (i) by the closing market price of our common stock on March 24, 2023, (the last trading day of fiscal year 2023), which was $105.59 per share.

  67. Fiscal Year 2023 Option Exercises and Stock Vested Table

    Fiscal Year 2023 Option Exercises and Stock Vested Table The following table provides information on the value realized by each NEO as a result of options that were exercised and stock awards that vested during fiscal year 2023.

  68. Fiscal Year 2023 Option Exercises and Stock Vested Table

    | | 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 (2) | | | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | John M. Forsyth, President and Chief Executive Officer | — | $— | 23,807 | $2,266,584 | | Venk Nathamuni, Chief Financial Officer and Principal Accounting Officer | — | $— | — | $— | | Thurman K. Case, Former Vice President, Chief Financial Officer and Principal Accounting Officer | 53,500 | $1,652,539 | 4,742 | $323,262 | | Denise Grodé, Chief Human Resources Officer | — | $— | — | $— | | Gregory S. Thomas, Senior Vice President, General Counsel and Corporate Secretary | 2,466 | $172,620 | 4,742 | $323,262 | | Jeffrey W. Baumgartner, Vice President, Research and Development | — | $— | 4,992 | $340,305 |

  69. Fiscal Year 2023 Option Exercises and Stock Vested Table

    (1) The value realized on the exercise of stock options was computed by determining the difference between the market price of our common stock underlying each option on the date of exercise and the exercise price of the options for each share exercised multiplied by the number of shares of our common stock acquired on exercise (column b). (2) The value realized on the vesting of stock awards was computed by multiplying the number of shares of our common stock acquired on vesting (column d) by the market price of our common stock on the date of vesting.

  70. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation The tables disclosing pension benefits or nonqualified deferred compensation are omitted because we do not sponsor or maintain either a defined benefit pension plan or a nonqualified deferred compensation plan for the benefit of our executive officers.

  71. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We do not maintain individual employment, severance, or change of control agreements with our NEOs; however, we do maintain the Severance Plan, which provides for certain payments and benefits to individuals employed by the Company and its subsidiaries at the level of Chief Executive Officer and Vice President or above and reporting directly to the Chief Executive Officer (“Eligible Executives”) in the event that the employment of such an executive officer is involuntarily terminated other than for cause or in certain circumstances following a change of control of the Company. The NEOs may also receive certain benefits under the Incentive Plan in the event of certain terminations of employment that occur prior to the payment of the award for the applicable fiscal year.

  72. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all employees of our Company (other than our CEO) and the annual total compensation of John Forsyth, our CEO. For fiscal year 2023: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $184,960; and •the annual total compensation of our CEO was $8,393,825 (as reflected in the Fiscal Year 2023 Summary Compensation Table included in this proxy statement). •Based on this information, the annual total compensation of our CEO was estimated to be 45.4 times that of the median of the annual total compensation of all employees of our Company (other than our CEO). We believe this ratio is a reasonable estimate calculated in a manner consistent with the Securities and Exchange Commission rules. Different companies may use different methodologies in arriving at a pay ratio, and as a result, these ratios are not necessarily designed to facilitate comparisons among different companies. Rather, they allow stockholders to better understand and assess each particular company’s internal compensation practices.

  73. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE

  74. Pay Versus Performance Table

    Pay Versus Performance Table

  75. Pay Versus Performance Table

    | Fiscal Year | SCT Total to PEO (Forsyth) | Compensation Actually Paid to PEO (Forsyth) | SCT Total to PEO (Rhode) | Compensation Actually Paid to PEO (Rhode) | Average SCT Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income ($000s) | Company Selected Measure: Operating Profit Margin | | | | | | | | | Company TSR | Peer Group TSR | | | | (a) | (b) | (c) | (b') | (c') | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,393,825 | $11,345,556 | N/A | N/A | $2,393,470 | $2,704,444 | $171 | $219 | $176,703 | 24.9% | | 2022 | $6,624,468 | $6,333,653 | N/A | N/A | $1,737,270 | $1,433,114 | $142 | $243 | $326,355 | 26.5% | | 2021 | $3,835,080 | $4,824,068 | $2,158,910 | $2,782,421 | $1,676,775 | $1,925,001 | $134 | $212 | $217,344 | 22.4% |

  76. Pay Versus Performance Table

    (1) The principal executive officers (PEOs) reflected in columns (b), (c), (b’), and (c’) are John M. Forsyth, our current Chief Executive Officer, and Jason P. Rhode, our former Chief Executive Officer. Dr. Rhode was a PEO during fiscal year 2021 but not during fiscal year 2023 or 2022. (2) The non-principal executive officer named executive officers (“NEOs”) reflected in columns (d) and (e) reflect the following individuals: FY2023: Venk Nathamuni, Thurman K. Case, Denise Grodé, Gregory S. Thomas, and Jeffrey W. Baumgartner FY2022: Thurman K. Case, Gregory S. Thomas, Jeffrey W. Baumgartner, and Andy Brannan FY2021: Thurman K. Case, Gregory S. Thomas, Jeffrey W. Baumgartner, and Jo-Dee M. Benson (3) The Peer Group TSR of column (g) and within this Pay Versus Performance Disclosure corresponds to the Philadelphia Semiconductor Index (“PHLX Semiconductor”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended March 25, 2023. The comparison assumes $100 was invested in the Company and in the PHLX Semiconductor, respectively, for the period beginning after markets closed on last trading day before the earliest fiscal year in the table through the end of the noted fiscal year in the table. (4) The Net Income of column (h) is GAAP net income as reported under the Company’s Consolidated Statements of Income on Form 10-K for the applicable fiscal year. (5) The Operating Profit Margin of column (i) corresponds to the metric defined in our 2007 Management and Key Individual Contributor Incentive Plan (“Incentive Plan”), which is used (along with revenue growth) in the calculation of cash bonuses. This Operating Profit Margin metric is discussed in the CD&A subsection entitled, “Incentive Plan Pay-Out Percentage” of the Company’s proxy statements. Effective fiscal year 2023 (and as disclosed herein and in our fiscal year 2022 proxy statement), the definition of Operating Profit Margin was changed with the intention that Operating Profit Margin would be equivalent to our publicly-reported non-GAAP operating profit. The figures presented in column (i) for fiscal years 2022 and 2021 are calculated under this current definition of Operating Profit Margin, aligning with our non-GAAP operating profit figures for those fiscal years. (6) To calculate the Compensation Actually Paid (CAP) of columns (c) and (e), the following amounts were deducted from and added to the Summary Compensation Table (“SCT”) total compensation of columns (b) and (d):