DEF 14A of Cirrus Logic, Inc., Jun 4, 2025

DEF 14A of Cirrus Logic, Inc.

Filed Jun 4, 2025 · FY20250000772406-25-000019

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 Nominees

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

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

    | | Davern | Forsyth | Hussain | Le | Lego | Mosley | 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 | ✔️ | | ✔️ | ✔️ | ✔️ | ✔️ | | | 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 | 10 | 4 | 4 | 2 | 5 | 1 | 10 | | Age | 58 | 51 | 54 | 63 | 68 | 58 | 62 | | Gender | male | male | male | female | female | male | male | | Race/ethnicity | White | White | Asian | Asian | White | White | White |

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

    The following charts show the composition of our director nominees by tenure, age, gender, and race/ethnicity. Stockholder-Recommended Candidates The Governance and Nominating Committee will consider stockholder-recommended candidates pursuant to the same process as the director nominations process that is in accordance with our Bylaws and outlined in the Corporate Governance Guidelines, which are available under the Corporate Governance section of our “Investors” page on our website at investor.cirrus.com. For information regarding stockholder nominations of candidates for election, please see the section of this proxy statement entitled “Questions and Answers about the Proxy Materials, the Annual Meeting and Voting Procedures: May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?” for further information.

  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 fiscal year 2025:

  6. 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 | $3,750 | | Governance and Nominating Committee Member Quarterly Retainer | $1,500 | | Lead Independent Director Quarterly Retainer | $2,500 |

  7. 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, as follows: Options In fiscal year 2025 and up until the present Annual Meeting, new non-employee directors would 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. On May 16, 2025, the independent members of the Board, based on a recommendation from the Compensation Committee and the Governance and Nominating Committee, approved a modification to the Company’s non-employee director compensation program. This recommendation followed a review of peer company practices provided by Compensia. Specifically, the Board approved the elimination of this initial stock option award provided to new non-employee directors upon joining the Board, with the change to take effect as of the current Annual Meeting. 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, with 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, with such award vesting at the earlier of the next annual meeting or one year from the date of grant. Our Amended and Restated 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 2025. 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.

  8. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

  9. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Option Awards (3) | Total | | | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (h) | | Alexander M. Davern (4) | $118,786 | $209,886 | $— | $328,671 | | Timothy R. Dehne (5) | $33,750 | $— | $— | $33,750 | | Deirdre R. Hanford (6) | $28,286 | $— | $— | $28,286 | | Raghib Hussain (7) | $82,885 | $209,886 | $— | $292,770 | | Duy-Loan Le (8) | $105,107 | $209,886 | $— | $314,993 | | Catherine P. Lego (9) | $103,000 | $209,886 | $— | $312,886 | | William D. Mosley (10) | $48,687 | $209,886 | $224,968 | $483,541 | | David J. Tupman (11) | $151,000 | $209,886 | $— | $360,886 |

  10. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2025

    (1) Represents fees earned or paid in cash for services as a director during the fiscal year ended March 29, 2025, including quarterly retainer fees and Committee chair and membership retainer fees. (2) On July 26, 2024, upon their re-election (or, first election in the case of Dr. Mosley) as directors at the Company’s 2024 annual meeting of stockholders, directors Davern, Hussain, Le, Lego, Mosley, 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 2025 Annual Meeting. Amounts reported in this column represent the aggregate grant date fair value of the stock awards granted in fiscal year 2025, computed in accordance with FASB ASC Topic 718. See Note 12, Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025 for additional detail regarding the assumptions underlying the value of these awards. (3) On July 26, 2024, upon his appointment as a director, Dr. Mosley received an option to purchase shares of common stock with an exercise price equal to the closing price of common stock reported on Nasdaq on the date of grant, with 25% vesting after one year and the remainder vesting ratably each month over the following 36 months. The amount in this column represents the aggregate grant date fair value of the options computed in accordance with FASB ASC Topic 718. See Note 12 Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025 for additional detail regarding the assumptions underlying the value of these awards. (4) At the end of fiscal year 2025, Mr. Davern had no options outstanding and 1,624 RSUs outstanding. (5) At the end of fiscal year 2025, Mr. Dehne had no options outstanding and no RSUs outstanding. During fiscal year 2025, Mr. Dehne served as a director only through last year’s annual meeting (July 26, 2024). (6) At the end of fiscal year 2025, Ms. Hanford had no options outstanding and no RSUs outstanding. During fiscal year 2025, Ms. Hanford served as a director only through last year’s annual meeting (July 26, 2024). (7) At the end of fiscal year 2025, Mr. Hussain had 7,238 options outstanding and 1,624 RSUs outstanding. (8) At the end of fiscal year 2025, Ms. Le had 6,134 options outstanding and 1,624 RSUs outstanding. (9) At the end of fiscal year 2025, Ms. Lego had 7,657 options outstanding and 1,624 RSUs outstanding. (10) At the end of fiscal year 2025, Dr. Mosley had 4,163 options outstanding and 1,624 RSUs outstanding. (11) At the end of fiscal year 2025, Dr. Tupman had no options outstanding and 1,624 RSUs outstanding.

  11. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors Based upon the recommendation of our Governance and Nominating Committee, the Board nominated each of the seven individuals listed below for election to the Board this year. 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, directors, or director nominees.

  12. ALEXANDER M. DAVERN

    ALEXANDER M. DAVERN Director since 2015 Mr. Davern, age 58, is currently a member of the Board of Directors of FARO Technologies, Inc., a public company that provides leading-edge measurement solutions and is traded on the Nasdaq exchange. Additionally, he currently serves on the board of Computer Modelling Group Ltd., a global software and consulting company that provides advanced reservoir modelling capabilities to the energy industry and is traded on the Toronto Stock Exchange. In the past five years, Mr. Davern served on the board of National Instruments Corporation (“NI”), an Austin-based public company that supplies measurement and automation products used by engineers and scientists in a wide range of industries, between January 2017 and October 2023 and of ESI-Group, a French Software simulation company listed on the Euronext Exchange, between 2021 and 2023. Mr. Davern worked at NI between February 1994 and May 2020, and during his career there 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 (now PricewaterhouseCoopers 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. Director since 2021 Mr. Forsyth, age 51, 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. 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 currently serves, since November 2023, as a member of the Board of Directors of Lattice Semiconductor Corporation, where he is a member of the Compensation Committee and Nominating and Governance Committee. Lattice Semiconductor is a low power programmable leader in the communications, computing, industrial, automotive, and consumer markets. 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.

  13. RAGHIB HUSSAIN

    RAGHIB HUSSAIN Director since 2021 Mr. Hussain, age 54, became the Chief Executive Officer of Altera in May 2025. Altera is currently a subsidiary of Intel Corporation that supplies programmable hardware, software, and development tools. Previously, Mr. Hussain was President of Products and Technologies at Marvell Technology, Inc., a fabless semiconductor supplier from April 2021 to May 2025. In this role, he oversaw 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 had oversight of the Office of the Chief Technology Officer, which drove Marvell’s long-term technology vision and strategy transformation efforts. Previously, from July 2018 to April 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. 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 experience with corporate culture, human capital management, and driving long-term technology and growth strategies in the communications, security, networking, and computing markets.

  14. DUY-LOAN LE

    DUY-LOAN LE Director since 2023 Ms. Le, age 63, 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) Wolfspeed, Inc., a supplier of Silicon Carbide and gallium nitride (GaN) technologies, since 2018, where she serves as a member of its Compensation Committee and Governance and Nominations Committee; (2) 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 (3) 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. Ms. Le has also received recognition as NACD Directorship 100 and Most Influential Corporate Board Directors. In the past five years, Ms. Le also served on the board of (1) National Instruments Corporation, an Austin-based company that supplies measurement and automation products, between 2002 and October 2023, where she served as Chair of its Compensation Committee and as a member of its Nomination & Governance Committee, and (2) 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.

  15. CATHERINE P. LEGO

    CATHERINE P. LEGO Director since 2020 Ms. Lego, age 68, 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. Previously, 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 LLP (now PricewaterhouseCoopers LLP). 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.

  16. WILLIAM D. MOSLEY

    WILLIAM D. MOSLEY Director since 2024 Dr. Mosley, age 58, has served as the CEO of Seagate Technology Holdings plc (“Seagate”) since October 2017 and as a member of its Board since July 25, 2017. He was previously Seagate’s President and Chief Operating Officer from June 2016 to September 2017. He joined Seagate in 1996 as a Senior Engineer, and during his tenure he has held a variety of posts of increasing responsibility including President Operations and Technology, Executive Vice President Global Sales and Marketing, as well as many R&D leadership roles. Dr. Mosley earned a Ph.D. in Physics from the University of California, Davis focusing on solid state physics. The Governance and Nominating Committee believes that Dr. Mosley is well qualified to be on the Board based on his broad-based, executive-level experience in managing a high technology company. In addition, Dr. Mosley’s extensive experience involving global operations, technology, research and development, and sales and marketing make him well qualified to provide valuable insights to the Board.

  17. DAVID J. TUPMAN

    DAVID J. TUPMAN Director since 2015 Dr. Tupman, age 62, 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 served as a director of Pixelworks, Inc., a company that develops video display processing technology, from April 2014 to May 2025. The Governance and Nominating Committee believes that Dr. Tupman is well qualified to be on the Board based on his extensive engineering and technology background in the consumer electronics and industrial markets as well as his public company board and corporate governance experience. The Board recommends a vote “FOR” the election to the Board of each of the foregoing nominees.

  18. Andrew Brannan – Executive Vice President, Worldwide Sales

    Andrew Brannan – Executive Vice President, Worldwide Sales Mr. Brannan, age 58, was appointed Executive Vice President, Worldwide Sales in December 2024. Prior to that position, from August 2014, he was Vice President of Worldwide Sales. Mr. Brannan joined Cirrus Logic in 2014 through the acquisition of Wolfson Microelectronics plc (“Wolfson”), where he served as Chief Commercial Officer. Justin Dougherty – Executive Vice President, Global Operations Mr. Dougherty, age 49, was appointed Executive Vice President, Global Operations in December 2024. Prior to that position, since November 2022, he was Senior Vice President, Global Operations. Prior to that position, since June 2019, he was Vice President, Engineering Operations. Mr. Dougherty joined the Company in 2013 in the role of Senior Manager of Product and Test Engineering.

  19. 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 51, was appointed 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, where he served as Vice President of Audio Products.

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | Purpose | | | 40 | | Executive Summary | | | 41 | | Advisory Vote on Executive Compensation and Last Year's Result | | | 43 | | Our General Philosophy and Overall Compensation Framework | | | 43 | | | How We Set Target Total Direct Compensation | | 45 | | | Our Use of a Compensation Consultant | | 45 | | | The Information We Use for Comparisons | | 46 | | | The Role of Our Executive Officers in Establishing Compensation | | 47 | | | The Elements Making Up Compensation and Our Target Compensation Levels | | 48 | | Executive Compensation Review for Fiscal Year 2025 | | | 49 | | | Base Salaries | | 50 | | | Cash Bonuses | | 51 | | | | Incentive Plan Pay-Out Percentage | 52 | | | | Semiannual Target Cash Bonus Opportunity | 55 | | | | Target Total Cash Compensation | 55 | | | | Actual Cash Bonuses | 56 | | | Equity Awards | | 57 | | | | Stock Options and RSUs | 58 | | | | Performance-Based Equity Awards | 59 | | | | Equity Awards and Comparisons to Compensation Market Data | 62 | | | | Responsible Equity Grant Practices | 65 | | | | Stock Ownership Guidelines | 66 | | | Health and Welfare Benefits and Perquisites | | 66 | | Post-Employment Compensation | | | 67 | | Clawback Policy | | | 67 | | Insider Trading Policies and Prohibition Against Short Selling, Hedging, and Pledging | | | 68 | | Tax Considerations Related to Compensation | | | 68 | | Compensation Committee Interlocks and Insider Participation | | | 69 |

  21. II. Executive Summary

    II. Executive Summary Listed below are select business highlights for, and significant actions taken by the Compensation Committee in, fiscal year 2025. Additional details are described in the discussion and analysis that follows. Business Highlights •Financials. We reported revenue of $1.90 billion for fiscal year 2025, an increase of six percent year-over-year. Our GAAP operating profit was 21.6 percent (a year-over-year increase of about 12.7 percent), and we delivered record GAAP earnings per share of $6.00. Our cash and investment balance at the end of fiscal year 2025 was $834.8 million, up from $699.9 million the prior fiscal year, as we generated strong cash flow from operations, while also returning $261.0 million of cash to stockholders in the form of stock buybacks. In fiscal year 2025, we repurchased 2.3 million shares at an average price of $112.33 per share. 1 Mr. Woolard was appointed as our CFO effective February 24, 2025, a little more than one month prior to the end of fiscal year 2025. 2 Mr. Habermann was appointed as our Interim CFO effective May 24, 2024, and served in that role through February 24, 2025, the date Mr. Woolard became CFO. Following that transition, Mr. Habermann now serves as our Principal Accounting Officer, Treasurer, and Senior Vice President of Finance. 3 During fiscal year 2025, Mr. Nathamuni served as our CFO for approximately two months. He resigned from the Company on May 24, 2024, at which point Mr. Habermann was appointed as Interim CFO. •Company Strategy. In the past fiscal year, we remained committed to a three-pronged strategy: first, maintaining leadership in our core smartphone audio business; second, expanding in areas of high-performance mixed-signal (“HPMS”) functionality in smartphones; and third, leveraging both our audio and HPMS capabilities to drive penetration of new markets. Executive Compensation Highlights •Base Salaries. Fiscal year 2025 base salaries for our NEOs were set as part of the fiscal year 2024 review of executive compensation discussed in our proxy statement of last year, except for the base salaries of Mr. Woolard and Mr. Habermann. Mr. Habermann’s base salary was adjusted separately in connection with his appointment as Interim CFO and his transition from Interim CFO to his current role upon the start date of Mr. Woolard as CFO. Mr. Woolard’s compensation was set separately as part of a new-hire compensation analysis. Effective fiscal year 2026, as a result of a compensation analysis performed in the fourth quarter of fiscal year 2025, the Compensation Committee raised annual base salaries of our NEOs (except for Mr. Woolard and Mr. Habermann) by 3% based on factors discussed herein, including typical annual market adjustments. •Equity Grants. Based on its fourth-quarter compensation analysis, the Compensation Committee approved grants of (1) restricted stock units (“RSUs”), (2) performance-based restricted stock units now referred to as Market Stock Units (“MSUs”), and (3) new performance-based restricted stock units termed Performance Stock Units (“PSUs”) to our NEOs. Mr. Woolard’s equity grants were approved separately, as part of a new-hire compensation analysis. Unlike in prior years, the Compensation Committee did not authorize the grant of any stock options to executives in fiscal year 2025. •MSU Performance. Based on the Company’s three-year stock price performance for the performance period ending in fiscal year 2025, MSUs granted in fiscal year 2022 had a payout percentage of 167%. •Cash Bonuses. In fiscal year 2025, our financial performance resulted in semiannual Incentive Plan Pay-Out Percentages (as defined below in the section of this Compensation Discussion and Analysis entitled “Executive Compensation Review for Fiscal Year 2025 – Cash Bonuses”) of 139% and 124%. We are committed to paying our NEOs based on Company and individual performance. A significant portion of each NEO’s target total direct compensation is based on the achievement of short-term and long-term corporate goals and objectives. The Compensation Committee believes that the compensation paid to our NEOs as described in this proxy statement reflects, and is fully supported by, the Company’s performance over the relevant time periods. Our one-year revenue growth was around the 68th percentile of our compensation peer group (whose constituents are identified below in the section of this Compensation Discussion and Analysis entitled “The Information We Use for Comparisons”), and our operating income and net income for the four quarters preceding our compensation data- gathering efforts placed us at around the 78th and 85th percentiles, respectively, of our compensation peer group.

  22. 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 the following compensation elements: •base salary; •semiannual cash bonus awards; and •equity compensation including RSUs, MSUs, and PSUs. 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 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. 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. The following summarizes some key governance characteristics related to the executive compensation program in which our NEOs participate:

  23. IV. Our General Philosophy and Overall Compensation Framework

    | What We Do / Have | What We Don’t Do / Don’t Have | | Maintain an independent Compensation Committee | No guaranteed bonuses | | Utilize an independent compensation consultant hired by and reporting to the Compensation Committee to annually review compensation and performance alignment | No significant perquisites to our executive officers. Other than an annual physical examination reimbursement, our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time employees | | Substantial percentage of target annual total direct compensation, including compensation associated with performance-based equity awards, is at risk and tied to financial performance or performance of our stock price | No hedging, pledging, short sales, or transactions in derivatives of Company stock | | Conduct an annual compensation risk assessment | No incentive compensation plans or arrangements that encourage excessive risk taking | | Review the risks associated with our executive officer positions to ensure adequate succession plans are in place | No granting of discounted stock options | | Annual equity awards granted to our NEOs are earned and/or vest over multi-year periods, consistent with current market practice and our retention objectives | No separate, executive retirement plans | | The mix of base salary, target annual cash bonus opportunity and annual equity awards appropriately balances the shorter-term and longer-term aspects of each NEO’s responsibilities and performance, without undue emphasis on any single element of compensation | No automatic acceleration of equity awards upon retirement | | Conduct an annual “say-on-pay” stockholder advisory vote | No repricing or exchange of underwater stock options without stockholder approval | | Annually structure our compensation peer group with Compensation Committee review and approval | No excise tax reimbursements or “gross ups” in connection with change in control payments | | Maintain stock ownership guidelines for directors and executive officers | No “single-trigger” equity award vesting upon a change in control | | Maintain a clawback policy to reclaim certain awards and incentives compliant with Exchange Act Rule 10D-1 and applicable listing requirements | | | Require “double-trigger” equity award vesting upon a change in control | |

  24. 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 elements that are considered to be “variable” or “at risk,” because those elements are subject to risk or 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 Compensation Discussion and Analysis entitled “The Elements Making Up Compensation and Our Target Compensation Levels” for additional information regarding the target total direct compensation packages for our NEOs.

  25. 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 2025 pursuant to its charter. During fiscal year 2025, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm, to provide executive and director compensation consulting services. At the direction of the Compensation Committee, in fiscal year 2025 Compensia conducted a comprehensive evaluation of the compensation of our NEOs and other executives, including separate analyses related to the hiring of our new CFO, Mr. Woolard, as well as the compensation considerations associated with Mr. Habermann’s transition into and out of the Interim CFO role. In November 2024, Compensia reviewed and recommended changes to our compensation peer group, which is used to analyze the competitive market for executive and director compensation. As required by the Nasdaq listing standards, the Compensation Committee performed an independence assessment of Compensia for fiscal year 2025. 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 2025 were less than 1% of Compensia’s revenues for that year; •Compensia maintains and has 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 2025 did not give rise to any conflicts of interest.

  26. 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 most comparable in size (approximately $600 million – $5.5 billion in revenue and approximately $1.3 billion – $25.8 billion in market capitalization), as compared to our approximate $1.8 billion in revenue and $6.4 billion in market capitalization as of November 2024, and also share other 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. In November 2024, based on these criteria and 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 SunPower Corporation be removed in view of its acquisition. After review, the Compensation Committee approved that recommendation, and the following group of 18 companies was approved as the compensation peer group:

  27. 1. Our Compensation Peer Group

    | Compensation peer group as of November 2024 | | | Allegro Microsystems, Inc. | Monolithic Power Systems, Inc. | | Diodes Incorporated | Penguin Solutions, Inc.4 | | Entegris, Inc. | Power Integrations, Inc. | | First Solar, Inc. | Qorvo, Inc. | | FormFactor, Inc. | Semtech Corp. | | Knowles Corporation | Silicon Laboratories, Inc. | | Lattice Semiconductor Corporation | Skyworks Solutions, Inc. | | MACOM Technology Solutions Holdings, Inc. | Synaptics Incorporated | | MaxLinear, Inc. | Wolfspeed, Inc. |

  28. 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 2025, Compensia performed its annual executive compensation review and developed comparison compensation data for our executives (“Compensation Market Data”). With respect to the CEO and CFO roles, the Compensation Market Data consisted solely of data derived from the Proxy Compensation Data because data associated with those roles is publicly available from each compensation peer group company. For Mr. Alberty, the Compensation Market Data consisted solely of Survey Compensation Data because data matching his position was not available from the compensation peer group. For Mr. Thomas and Mr. Dougherty, 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. We note that the extent to which Survey Compensation Data is used, and the degree of variability within such data, can correspondingly impact the variability and reliability of comparison percentile ranges presented herein.

  29. Special Compensation Actions

    Special Compensation Actions In connection with his hiring as our new CFO during fiscal year 2025, the Compensation Committee in December 2024 approved the following new-hire compensation package for Mr. Woolard, which was reflected in his offer letter: •a base salary of $475,000; •a semiannual target cash bonus opportunity of 37.5% of Mr. Woolard’s annual base salary, pro-rated as appropriate to reflect his start date, pursuant to the cash bonus plan discussed below in the section entitled “Cash Bonuses”; •a hiring bonus of $200,000 subject to pro-rated repayment if Mr. Woolard voluntarily resigns, takes a personal leave exceeding three months, or is terminated (other than in a reduction in force) within 24 months of his hire date, and •new-hire equity awards discussed below in the section entitled “Equity Awards and Comparisons to Compensation Market Data.” The Compensation Committee during fiscal year 2025 also separately approved compensation changes with respect to Mr. Habermann in conjunction with his transitions into the role of Interim CFO (which occurred in May 2024), and from Interim CFO to his current role upon the start date of Mr. Woolard (in February 2025). These separate analyses were conducted by the Compensation Committee, taking into account competitive market data specific to the roles of CFO and Interim CFO, as applicable, as well as the Company’s retention objectives, particularly in view of competition for technology-company executives. For example, the Compensation Committee determined to award the hiring bonus and new-hire equity awards for Mr. Woolard to induce his commencement of employment with us. These new-hire bonuses and awards for Mr. Woolard were offered as one-time incentives, and next year he will be subject to the same annual compensation review process as our other executives.

  30. Annual Executive Compensation Review (January-March 2025)

    Annual Executive Compensation Review (January-March 2025) 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 “Responsible Equity Grant Practices.” In January 2025, the Compensation Committee performed its annual review of our executive officers’ compensation at a regularly scheduled meeting. 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 bonus awards. The Compensation Committee further considered any annual equity awards for our executive officers, and in February 2025, 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. In March 2025, the Compensation Committee approved cash-based compensation adjustments for our NEOs for fiscal year 2026. 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.

  31. B. Cash Bonuses

    B. Cash Bonuses In fiscal year 2025, 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 Compensation Committee believes that a semiannual cash bonus program, by providing more frequent payouts tied to the Company’s performance, offers timely recognition and reinforces consistent progress toward financial and strategic objectives for building stockholder value. 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 cash bonus opportunity (expressed as a percentage of base salary), 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:

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

    Semiannual Cash Bonus = Annual Base Salary × Semiannual Target Cash Bonus Opportunity × Incentive Plan Pay-Out Percentage Prior to the commencement of each semiannual performance period of fiscal year 2025, the Compensation Committee selected the formula and performance levels under which the Incentive Plan Pay-Out Percentage was determined.

  33. 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 2025 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. 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.

  34. 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 2025, the Compensation Committee determined that the operating profit payout would be determined according to the same methodology as the prior fiscal year because such methodology would provide appropriate performance incentives: 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 2025, the Compensation Committee determined that the revenue growth multiplier would be determined according to the same methodology as the prior fiscal year because such methodology would provide appropriate performance incentives: 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%, and no semiannual cash bonuses would be paid. The Compensation Committee set a target level corresponding to an Operating Profit Margin of 26%. 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 cash bonus opportunity 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 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 cash bonus opportunities. 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.

  35. 2. Semiannual Target Cash Bonus Opportunity

    2. Semiannual Target Cash Bonus Opportunity For fiscal year 2025, the Compensation Committee maintained the semiannual target cash bonus opportunity for our CEO at 62.5% of his annual base salary. The semiannual target cash bonus opportunity for each of our other NEOs was 37.5% of their annual base salary, which was the same level for non-CEO NEOs as last year. The Compensation Committee determined that such levels continued to be appropriate for fiscal year 2025 because they continued to be competitive with market levels.

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

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

  37. 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 2025, 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 2024 review (its January 2024 analysis); an “n/a” in this column reflects that the associated compensation was not set during that review.

  38. 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 (FY25) | Target First Half FY25 Cash Bonus | Target Second Half FY25 Cash Bonus | FY25 Target Total Cash Compensation | Percentile Range | | John M. Forsyth, President and Chief Executive Officer | $695,000 | $434,375 | $434,375 | $1,563,750 | between the 25th and 50th percentiles | | Jeff Woolard, Chief Financial Officer | $475,000 | $178,125 | $178,125 | $831,250 | n/a | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | $431,047 | $161,643 | $161,643 | $754,333 | n/a | | Venk Nathamuni, Former Chief Financial Officer | $489,000 | $183,375 | $183,375 | $855,750 | between the 25th and 50th percentiles | | Gregory S. Thomas, Executive Vice President, General Counsel | $471,000 | $176,625 | $176,625 | $824,250 | above the 75th percentile | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | $457,000 | $171,375 | $171,375 | $799,750 | above the 75th percentile | | Justin Dougherty, Executive Vice President, Global Operations | $457,000 | $171,375 | $171,375 | $799,750 | between the 50th and 75th percentiles |

  39. 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 2025 annual review of executive compensation, target total cash compensation for our NEOs is as follows, effective fiscal year 2026. The figures in the column, “Percentile Range,” shown in the table below, are relative to the applicable Compensation Market Data developed by Compensia for its fiscal year 2025 review (its January 2025 analysis); an “n/a” in this column reflects that the associated compensation was not set during that review.

  40. 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 (FY26) | Target First Half FY26 Cash Bonus | Target Second Half FY26 Cash Bonus | FY26 Target Total Cash Compensation | Percentile Range | | John M. Forsyth, President and Chief Executive Officer | $715,850 | $447,406 | $447,406 | $1,610,663 | between the 25th and 50th percentiles | | Jeff Woolard, Chief Financial Officer | $475,000 | $178,125 | $178,125 | $831,250 | n/a | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | $375,000 | $93,750 | $93,750 | $562,500 | n/a | | Gregory S. Thomas, Executive Vice President, General Counsel | $485,130 | $181,924 | $181,924 | $848,978 | about the 75th percentile | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | $470,710 | $176,516 | $176,516 | $823,743 | between the 50th and 75th percentiles | | Justin Dougherty, Executive Vice President, Global Operations | $470,710 | $176,516 | $176,516 | $823,743 | between the 50th and 75th percentiles |

  41. 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

    With reference to the table above, Mr. Habermann’s semiannual target cash bonus opportunity was separately adjusted by the Compensation Committee (in February 2025), and made effective in fiscal year 2026, in connection with his transition out of the Interim CFO role—it was reduced from 37.5% to 25%.

  42. 4. Actual Cash Bonuses

    4. Actual Cash Bonuses The actual cash bonuses paid for each semiannual performance period for fiscal year 2025 were based on the Incentive Plan Pay-Out Percentages for each semiannual performance period, calculated as: Actual Semiannual Cash Bonus = Annual Base Salary (as of the end of the semiannual period) × Semiannual Target Cash Bonus Opportunity × Incentive Plan Pay-Out Percentage The table below summarizes the Company’s performance for each semiannual period of fiscal year 2025:

  43. 4. Actual Cash Bonuses

    | Performance Period | Incentive Plan Pay-Out Percentage | Operating Profit Margin (Non-GAAP) | GAAP Operating Profit Margin | Revenue Growth | | First Half Fiscal Year 2025 | 139% | 25% | 20% | 15% | | Second Half Fiscal Year 2025 | 124% | 28% | 24% | Negative 1% |

  44. 4. Actual Cash Bonuses

    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 2025, the total cash compensation5 for our NEOs was as follows:

  45. 4. Actual Cash Bonuses

    | Named Executive Officer | Base Salary (FY25) | Actual First Half FY25 Cash Bonus | Actual Second Half FY25 Cash Bonus | FY25 Total Cash Compensation | | John M. Forsyth, President and Chief Executive Officer | $695,000 | $605,742 | $538,433 | $1,839,174 | | Jeff Woolard, Chief Financial Officer | $475,000 | $— | $41,248 | $516,248 | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | $431,047 | $225,413 | $200,365 | $856,825 | | Venk Nathamuni, Former Chief Financial Officer | $489,000 | $— | $— | $489,000 | | Gregory S. Thomas, Executive Vice President, General Counsel | $471,000 | $246,306 | $218,937 | $936,243 | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | $457,000 | $238,985 | $212,429 | $908,414 | | Justin Dougherty, Executive Vice President, Global Operations | $457,000 | $238,985 | $212,429 | $908,414 |

  46. 4. Actual Cash Bonuses

    In recognition of his service as Interim CFO, Mr. Habermann’s second-half cash cash bonus for fiscal year 2025 was based on his salary and semiannual target cash bonus opportunity from his tenure as Interim CFO, despite his base salary and target cash bonus opportunity being adjusted lower during that performance period. Mr. Woolard received a pro-rated bonus payout for the semiannual performance period corresponding to the second half of fiscal year 2025, reflecting his period of employment during that time. Mr. Nathamuni did not receive a bonus for either semiannual performance period, given his departure from the Company in May 2024.

  47. 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 5 Since this table reflects base salary rates rather than base salary received, it may not track the base salary figures depicted in the Fiscal Year 2025 Summary Compensation Table. equity awards include RSUs, MSUs, PSUs, and stock options (granted in previous years). 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 granted annually by the Compensation Committee to each of our executive officers under our Amended and Restated 2018 Long Term Incentive Plan. A Note on Terminology MSUs represent a change in terminology from our prior disclosures. Previously, we referred to performance-based restricted stock units tied to market conditions—specifically, total shareholder return—as PBRSUs. We now refer to these awards as MSUs (“Market Stock Units”) to more clearly reflect their market-based performance criteria. This change in terminology also helps us to distinguish a new component of our performance-based equity program introduced by the Compensation Committee in fiscal year 2025, which we refer to as PSUs (“Performance Stock Units”). As described in more detail below, PSUs utilize company-specific financial performance metrics and related goals, rather than broader market-based measures.

  48. 1. Stock Options and RSUs

    1. Stock Options and RSUs Unlike in previous years, the Compensation Committee did not grant stock options to executives in fiscal year 2025. However, stock options remain a component of the overall compensation of our NEOs who continue to hold previously granted stock options that are unvested and/or unexercised. These awards continue to serve their intended purpose of aligning the interests of our NEOs and 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. Each option previously granted in fiscal year 2023 and 2024 typically becomes exercisable in a series of installments over a specified period—over four years, with one-year “cliff” vesting for 25% of the shares of our common stock underlying 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. Options granted in fiscal year 2022 and earlier would typically become exercisable over four years, with one-year cliff vesting for 25% of the shares of our common stock underlying the options on the first anniversary of the grant date and 1/36 of the remaining option shares 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 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.

  49. 2. Performance-Based Equity Awards

    2. Performance-Based Equity Awards The Compensation Committee believes that the use of performance-based equity 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 performance-based equity program to ensure its continued effectiveness in driving performance that supports such objectives.

  50. a. Market Stock Units

    a. Market Stock Units MSU awards granted to our NEOs for fiscal year 2025 consisted of performance-based restricted stock units subject to a three-year performance period, with “cliff” vesting at the conclusion of that 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 Russell 3000 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 MSUs. 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 MSU payout percentage is therefore determined according to the following curve: MSUs granted prior to February 2024 were governed by the same methodology noted above, except the number of shares earned, relative to the target number of shares, was based on the Company’s TSR measured relative to the TSR of the component companies of the Philadelphia Semiconductor Index, rather than the Russell 3000 Index. The Compensation Committee approved the change in comparison indices for the reasons described in the Compensation Discussion and Analysis section of the Company’s 2024 proxy statement.

  51. b. Performance Stock Units

    b. Performance Stock Units As noted earlier, PSUs represent a new component of our performance-based equity program introduced by the Compensation Committee in fiscal year 2025. PSU awards granted to our NEOs for fiscal year 2025 consisted of performance-based restricted stock units subject to a three-fiscal-year performance period, with annual vesting based on performance achieved each fiscal year. The number of shares earned is based on the Company’s strategic revenue during fiscal year 2026 and the year-over-year growth of such strategic revenue over fiscal years 2027 and 2028 relative to goals established by the Compensation Committee. The strategic revenue is intended to represent investments made in growth beyond the Company’s current core business, with a particular emphasis on key target markets such as integrated circuit components for PC devices, automotive, and/or industrial applications. The goal for strategic revenue for fiscal year 2026 is based on the Company’s fiscal year 2026 Annual Operating Plan forecast, and the year-over-year strategic revenue growth goals for fiscal years 2027 and 2028 are derived from the Company’s strategic plan. Strategic revenue performance is evaluated annually at the end of each fiscal year—2026, 2027, and 2028. At the time of grant, a target number of PSUs is set, representing the total potential award if target performance is met across all three fiscal years. One-third of this target share number serves as a baseline allocation for calculating that year’s performance-based payout. The payout amount for each fiscal year depends on the level of performance achieved, assessed at three levels: •threshold performance results in a payout equal to 50% of the annual baseline allocation; •target performance results in a payout equal to 100% of the annual baseline allocation; and •maximum performance results in a payout equal to 200% of the annual baseline allocation. For performance levels that fall between these points, payouts are calculated using straight-line interpolation. For a given year, payout is zero shares if threshold performance is not met, and payout cannot exceed 200% of the annual baseline allocation. The PSUs vest (at a level in accordance with these performance criteria) in three tranches, with each vesting event occurring as soon as reasonably practicable following the public reporting of the financial results of each fiscal year of the three-fiscal-year performance period. With the support of management, the Compensation Committee assessed the level of challenge associated with achieving the strategic revenue goals tied to these new PSUs. The target level was intended to reflect the achievement of key operational objectives through solid execution, while attainment of the maximum level was designed to reward outstanding performance.

  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 equity 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 equity awards, including unvested or unearned, 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 tied to overall Company performance and stock price appreciation based upon the individual’s position with the Company, current performance, anticipated future contributions based on that performance, and ability to affect corporate or business unit results. The Compensation Committee looks collectively at all of these factors when making its decisions. In February 2025, 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) MSUs, and (c) PSUs, split equally into thirds,6 for our NEOs other than Mr. Woolard. These approved monetary values were converted to a corresponding number of shares and target shares, rounding up to the nearest whole share, using the Company’s closing stock price on the day of grant (for the RSUs and PSUs) or a Monte Carlo calculation (for the MSUs). For fiscal year 2025, 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 for its fiscal year 2025 review (its January 2025 analysis); an “n/a” in this column reflects that the associated compensation was not set during that review. An “n/a” is also shown in the percentile column for Mr. Nathamuni, as he did not receive equity awards during fiscal year 2025 due to his departure from the Company. 6 The monetary values for our then-Interim CFO, Mr. Habermann, were allocated 75% to RSUs and 25% to PSUs, reflecting a structure more similar to that of senior non-executive positions.

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

    | Named Executive Officer | Base Salary | Target Annual FY25 Cash Bonus | FY25 RSUs | FY25 MSUs | FY25 PSUs | FY25 Target Total Direct Compensation | Percentile Range | | John M. Forsyth, President and Chief Executive Officer | $695,000 | $868,750 | $2,666,736 | $2,666,750 | $2,666,736 | $9,563,972 | between the 50th and 75th percentiles | | Jeff Woolard, Chief Financial Officer | $475,000 | $356,250 | $4,000,077 | $1,500,070 | $— | $6,331,397 | n/a | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | $431,047 | $323,286 | $450,007 | $— | $150,037 | $1,354,377 | n/a | | Venk Nathamuni, Former Chief Financial Officer | $489,000 | $366,750 | $— | $— | $— | $855,750 | n/a | | Gregory S. Thomas, Executive Vice President, General Counsel | $471,000 | $353,250 | $466,713 | $466,668 | $466,713 | $2,224,344 | between the 25th and 50th percentiles | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | $457,000 | $342,750 | $466,713 | $466,668 | $466,713 | $2,199,844 | above the 75th percentile | | Justin Dougherty, Executive Vice President, Global Operations | $457,000 | $342,750 | $466,713 | $466,668 | $466,713 | $2,199,844 | about the 50th percentile |

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

    The Compensation Committee determined that the size of its equity awards for fiscal year 2025 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 2025 resulted in our CEO’s target total direct compensation being positioned between the 50th and 60th percentiles of pertinent Compensation Market Data. The Compensation Committee believes that this year’s slight increase in our CEO’s target total direct compensation percentile, up from about the 50th percentile last year, is appropriate and justified based on his strong individual performance, as well as the Company’s performance over the past 12 months, among the other factors discussed herein such as retention objectives. As noted earlier, the Company’s one-year revenue growth was around the 68th percentile of our compensation peer group, and the Company’s operating income and net income for the four quarters preceding the Compensation Committee’s compensation data-gathering efforts placed the Company at around the 78th and 85th percentiles, respectively, of our compensation peer group. With internal pay equity remaining a consideration, the Compensation Committee’s decisions resulted in our other NEOs being generally averaging collectively around the 50th percentile. Mr. Woolard’s equity awards were approved by the Compensation Committee through a separate process, and reflected in his offer letter. In fiscal year 2025, special equity awards in the form of new-hire awards were granted to Mr. Woolard in connection with his joining the Company. Specifically, Mr. Woolard’s new-hire equity awards had an intended grant-date value of $5.5 million, consisting of: •a one-time, make-whole equity award valued at $2.5 million in RSUs vesting over three years, with 20% vesting at the first anniversary of grant, 40% vesting at the second anniversary, and 40% vesting at the third anniversary, intended to compensate Mr. Woolard for equity or compensation forfeited upon joining the Company. This equity award is subject to accelerated vesting in the event that Mr. Woolard’s employment is terminated by the Company without Cause other than in connection with a Change of Control (as those terms are defined in the Company’s Executive Severance and Change of Control Plan), conditioned upon Mr. Woolard’s execution and delivery of an effective release of claims against the Company and related parties; •a one-time, new-hire equity award valued at $1.5 million in RSUs vesting over two years, with 50% vesting at the first anniversary of grant and 50% vesting at the second anniversary; and •a one-time, new-hire equity award valued at $1.5 million in MSUs, which will “cliff” vest after three years based on the terms and achievement of performance criteria as set forth herein in the subsection entitled “Market Stock Units.” When determining Mr. Woolard’s new-hire equity awards, the Compensation Committee considered market data specific to the role of 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 Mr. Woolard were appropriate in order to give Mr. Woolard an equity stake in our Company and thereby align his interests with those of our stockholders. The following charts utilize the figures presented in the “Fiscal Year 2025 Summary Compensation Table” below to illustrate the primary components of our NEOs’ fiscal year 2025 compensation (excluding values listed in the “All Other Compensation” column), along with the performance-based percentage of that compensation. In the charts immediately above, the following were considered performance-based compensation: cash incentive awards, MSUs, and PSUs. The charts above exclude Mr. Nathamuni and Mr. Habermann.

  55. 4. Responsible Equity Grant Practices

    4. Responsible Equity Grant Practices New-employee equity awards and special stock awards are granted 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 is 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 award grant dates 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 officer 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 Except for Mr. Woolard’s employment offer letter, which is described in the section above entitled “Equity Awards and Comparisons to Compensation Market Data,” 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 August 24, 2023 (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), including an involuntary termination that does not occur in connection with a change of control. The Severance Plan provides for enhanced levels of severance benefits for Eligible Executives 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 adopted, 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. We periodically review the Severance Plan to assess its continued effectiveness and alignment with our objectives. The Severance Plan also provides for “double-trigger” rather than “single-trigger” payments 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, and not triggered solely by a change of control without a qualifying termination of employment. 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 provided for forfeiture of excess incentive compensation in the event of misconduct resulting in a restatement of our financial statements. Until October 2, 2023, this clawback policy governed all incentive compensation (cash and equity-based compensation) that was granted, earned, or vested based upon the achievement of financial or stock performance metrics, and which was granted following the adoption of this clawback policy and paid in the preceding three-year period from the time the Company determined that it must restate its financial statements. Effective October 2, 2023, the Compensation Committee adopted a new clawback policy entitled “Recovery of Erroneously Awarded Incentive Compensation Policy,” which, as of that effective date, superseded and replaced the earlier “Policy Regarding Recoupment of Certain Incentive Compensation.” The Compensation Committee maintains this policy to comply with the applicable Nasdaq listing standards that require the clawback of incentive compensation paid to current and former executive officers when that compensation is based upon achievement of financial results that later require a restatement, whether or not resulting from error or intentional misconduct by such executive officers. To date, there has been no recovery or repayment of compensation from executive officers pursuant to the current or previous clawback policy. A copy of the Company’s Recovery of Erroneously Awarded Incentive Compensation Policy is included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. Any recoupment under our Severance Plan would be in addition to any applicable recoupment under our Recovery of Erroneously Awarded Incentive Compensation Policy. See the section of this proxy statement entitled “The Severance Plan.”

  58. 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. 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 409A of the IRC requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes, and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. 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.”

  59. CONSIDERATION OF RISK RELATED TO COMPENSATION PROGRAMS

    CONSIDERATION OF RISK RELATED TO COMPENSATION PROGRAMS The Compensation Committee structures our executive compensation program to provide incentives to appropriately reward our executive officers without undue risk taking. Our approach is similar for the compensation practices and policies applicable to all employees throughout the Company. Overall, we believe that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In general, we attempt to align our compensation programs with the long-term interests of the Company and its stockholders and mitigate the likelihood of inducing excessive risk-taking behavior. More specifically, we believe the following program features and policies help to mitigate the likelihood of inducing excessive risk-taking behavior: ◦The Company pays a mix of fixed and variable compensation, with variable compensation tied both to short-term objectives and the long-term value of our stock price. ◦Our annual cash incentive program is based on a mix of bottom-line objectives (e.g., operating profit goals) and top-line objectives (e.g., revenue growth) in order to avoid the risk of excessive focus on one goal or performance measure. The operating profit and revenue growth target levels are intended to be based on the Company’s long-term strategic plan and reflect the Compensation Committee’s belief that achieving both would correspond to performance levels necessary to outperform the majority of our peer companies and competitors. ◦We review the short-term performance incentive targets used in our Incentive Plan every six months to ensure alignment with our business plans. ◦To prevent the risk that our annual cash incentive program pays bonuses despite weak short-term performance, no payout may occur without a threshold level of operating profit performance being met. ◦The aggregate payout under our annual cash incentive program for our executive officers and leadership team is capped at a percentage of overall non-GAAP operating profit to prevent the risk of excessive payout of the Company’s operating profit. ◦The individual payout under our annual cash incentive program for our executive officers and leadership team is further capped so that no participants may receive a payout of greater than 250% of their target bonus opportunity. ◦Long-term incentives are granted to our executive officers in the form of equity awards that “cliff” vest after three years (RSUs and MSUs) or that vest annually based on performance over a three-fiscal-year performance period (PSUs). The vesting or performance period, as the case may be, is intended to align the interests of our executive officers with the long-term interests of our stockholders and to provide an incentive for our executive officers to remain with the Company. ◦Long-term incentives are typically granted annually so our executive officers will have unvested awards that may decrease in value if our business is not managed with long-term goals in mind. ◦We use a mix of RSUs, MSUs, and PSUs to create an overall long-term incentive package that aligns with stockholder interests, appropriately balances risk and performance, and provides competitive incentives for the purpose of executive retention. ◦We use performance-based equity (MSUs) based on the Company’s TSR as a means to align a portion of an executive officer’s compensation with the interests of our stockholders. In addition, we cap the payout of these awards at a 100% payout if the Company’s TSR is negative over the performance period (typically, three years). ◦We use performance-based equity (PSUs) based on the Company’s strategic revenue and its year-over-year growth as a means to align a portion of an executive officer’s compensation with the Company’s long-term operational performance. These metrics are designed to reflect progress against strategic goals and drive sustained value creation over the performance period. ◦Our annual equity awards to our executive officers are granted during the fourth quarter of our fiscal year, which allows us to benchmark our compensation decisions in view of our anticipated full fiscal year performance and to better align with the market conditions underlying our compensation peers’ disclosures. This alignment in timing reduces risks associated with compensation being analyzed in timeframes significantly different than those used in such disclosures. ◦To address potential risks associated with the timing of our executive officer grants and the release of material non-public information by the Company, any annual equity award granted to executive officers will occur at the close of the market on the second business day following the release of the Company’s third quarter earnings results. ◦Our CEO, non-employee directors, and executive officers of the Company are obligated to meet certain stock ownership guidelines that require accumulation and maintenance of a prescribed value or number of shares of our common stock. ◦The Compensation Committee retains an independent compensation consultant and uses competitive market data, when available, to inform our focus on pay for performance. ◦Our executive officers are subject to clawback measures. For compensation that was received prior to October 2, 2023, the Company’s clawback policy was entitled “Policy Regarding Recoupment of Certain Incentive Compensation,” and provided for forfeiture of excess incentive compensation in the event of misconduct resulting in a restatement of financial statements. On October 2, 2023, the clawback policy entitled “Recovery of Erroneously Awarded Incentive Compensation Policy,” came into effect and requires the clawback of incentive compensation paid to current and former executive officers when that compensation is based upon achievement of financial results that later require a restatement, whether or not resulting from error or intentional misconduct by such executive officers. Our executive officers are also subject to a clawback provision within our Severance Plan that provides for recoupment of any payments and/or the value of any benefits already provided pursuant to the Severance Plan (plus interest at the then-prevailing prime rate) in the event of acts or omissions being discovered after termination of employment that meet the Severance Plan’s definition of “Cause.”

  60. Fiscal Year 2025 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 | 2025 | $695,000 | | $8,000,222 | $— | $1,144,174 | $12,991(4) | $9,852,387 | | | 2024 | 675,619 | | 4,666,854 | 2,333,360 | 799,969 | 10,867 | 8,486,669 | | | 2023 | 700,000 | | 4,333,444 | 2,166,673 | 1,182,058 | 11,650 | 8,393,825 | | Jeff Woolard, Chief Financial Officer(11) | 2025 | $45,673 | $200,000 | $5,500,147 | $— | $41,248 | $415(5) | $5,787,483 | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer(12) | 2025 | $400,273 | | $600,044 | $— | $425,778 | $10,247(6) | $1,436,342 | | Venk Nathamuni, Former Chief Financial Officer(13) | 2025 | $125,318 | | $— | $— | $— | $4,907(7) | $130,225 | | | 2024 | 470,639 | | 1,000,178 | 500,011 | 344,492 | 42,507 | 2,357,827 | | | 2023 | 415,385 | 150,000 | 1,816,904 | 1,183,311 | 520,587 | 103,579 | 4,189,765 | | Gregory S. Thomas, Executive Vice President, General Counsel | 2025 | $471,000 | | $1,400,094 | $— | $465,243 | $16,783(8) | $2,353,120 | | | 2024 | 453,371 | | 666,895 | 333,337 | 331,855 | 15,043 | 1,800,501 | | | 2023 | 433,700 | | 616,727 | 308,339 | 549,277 | 15,105 | 1,923,148 | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | 2025 | $457,000 | $2,694 | $1,400,094 | $— | $451,414 | $12,479(9) | $2,323,681 | | Justin Dougherty, Executive Vice President, Global Operations | 2025 | $457,000 | | $1,400,094 | $— | $451,414 | $13,976(10) | $2,322,484 | | | 2024 | 425,481 | | 666,895 | 333,337 | 311,343 | 13,189 | 1,750,245 |

  61. Fiscal Year 2025 Grants of Plan-Based Awards Table

    Fiscal Year 2025 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 29, 2025, to our NEOs. All of the RSUs, MSUs, and PSUs that are reflected in the table were granted under our Amended and Restated 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 MSUs and PSUs. Each unit granted pursuant to these awards represents a contingent right to receive one share of our common stock for each unit that is earned and vests. For a description of the performance, vesting, and other conditions applicable to these awards, see the section of the Compensation Discussion and Analysis entitled “Performance-Based Equity Awards.” Holders of MSUs and PSUs are not eligible to receive any dividends or dividend equivalents with respect to outstanding MSUs or PSUs. The RSUs will vest with respect to 100% of the units underlying the award on the third anniversary of the grant date, with the exception of RSUs granted to Mr. Woolard. The RSUs reported for Mr. Woolard correspond to special new-hire awards, and for details regarding their vesting and other conditions, see the section of the Compensation Discussion and Analysis entitled “Equity Awards and Comparisons to Compensation Market Data.” 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 2025 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 | 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) | (l) | | John M. Forsyth, President and Chief Executive Officer | 2/6/2025 | 2/4/2025 | (RSU) | | | | | | | 25,541 | $2,666,736 | | | 2/6/2025 | 2/4/2025 | (MSU) | | | | 3,807 | 15,229 | 30,458 | | $2,666,750 | | | 2/6/2025 | 2/4/2025 | (PSU) | | | | 12,771 | 25,541 | 51,082 | | $2,666,736 | | | | | | $217,188 | $868,750 | $2,171,875 | | | | | | | Jeff Woolard, Chief Financial Officer | 3/4/2025 | 12/20/2024 | (RSU) | | | | | | | 37,955 | $4,000,077 | | | 3/4/2025 | 12/20/2024 | (MSU) | | | | 2,319 | 9,274 | 18,548 | | $1,500,070 | | | | | | $89,062 | $356,250 | $890,625 | | | | | | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | 2/6/2025 | 2/4/2025 | (RSU) | | | | | | | 4,310 | $450,007 | | | 2/6/2025 | 2/4/2025 | (PSU) | | | | 719 | 1,437 | 2,874 | | $150,037 | | | | | | $80,821 | $323,285 | $808,214 | | | | | | | Venk Nathamuni, Former Chief Financial Officer(5) | | | | | | | | | | | | | Gregory S. Thomas, Executive Vice President, General Counsel | 2/6/2025 | 2/4/2025 | (RSU) | | | | | | | 4,470 | $466,713 | | | 2/6/2025 | 2/4/2025 | (MSU) | | | | 666 | 2,665 | 5,330 | | $466,668 | | | 2/6/2025 | 2/4/2025 | (PSU) | | | | 2,235 | 4,470 | 8,940 | | $466,713 | | | | | | $88,313 | $353,250 | $883,125 | | | | | | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | 2/6/2025 | 2/4/2025 | (RSU) | | | | | | | 4,470 | $466,713 | | | 2/6/2025 | 2/4/2025 | (MSU) | | | | 666 | 2,665 | 5,330 | | $466,668 | | | 2/6/2025 | 2/4/2025 | (PSU) | | | | 2,235 | 4,470 | 8,940 | | $466,713 | | | | | | $85,688 | $342,750 | $856,875 | | | | | | | Justin Dougherty, Executive Vice President, Global Operations | 2/6/2025 | 2/4/2025 | (RSU) | | | | | | | 4,470 | $466,713 | | | 2/6/2025 | 2/4/2025 | (MSU) | | | | 666 | 2,665 | 5,330 | | $466,668 | | | 2/6/2025 | 2/4/2025 | (PSU) | | | | 2,235 | 4,470 | 8,940 | | $466,713 | | | | | | $85,688 | $342,750 | $856,875 | | | | | |

  63. Fiscal Year 2025 Grants of Plan-Based Awards Table

    (1) Annual equity awards to our NEOs other than to Mr. Nathamuni (here, the February 6, 2025 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. The equity awards granted to Mr. Woolard on March 5, 2025, reflect his new-hire equity awards that were granted on the first Monthly Grant Date following the start of his employment. (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 2025 Summary Compensation Table above. Semiannual payments are 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 payable to each NEO. The amounts reported in the “Maximum” column reflect that maximum amount payable to each NEO (250% of the target amount). (3) The amounts reported in these columns reflect the number of units underlying potential payment amounts for MSUs and PSUs under the Company’s performance-based equity award program. Each unit granted pursuant to these MSUs and PSUs represents a contingent right to receive one share of our common stock for each unit that is earned and vests. For a description of the performance, vesting, and other conditions applicable to these awards, see the section of the Compensation Discussion and Analysis entitled “Performance-Based Equity Awards.” (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 MSUs this valuation entails a Monte Carlo calculation. The assumptions underlying the calculations under FASB ASC Topic 718 are discussed under Note 12, Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. (5) Given Mr. Nathamuni’s departure from the Company early within fiscal year 2025 (in May 2024), he was not granted equity or eligible to receive payment amounts under the Incentive Plan during fiscal year 2025.

  64. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Fiscal Year 2025 Summary Compensation Table and the Fiscal Year 2025 Grants of Plan-Based Awards Table was paid or awarded, are described above in our Compensation Discussion and Analysis.

  65. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information concerning the outstanding equity award holdings of our NEOs, other than Mr. Nathamuni, as of March 29, 2025. Mr. Nathamuni is not listed in the table below, given the forfeiture of all his equity awards in connection with his departure from the Company effective May 24, 2024.

  66. Fiscal Year 2025 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 | | | | | | | | | 12,000 | — | | $68.56 | 11/6/2029 | | | | | | | | | 25,687 | — | | $78.00 | 3/3/2031 | | | | | | | | | 29,707 | 9,903 | | $88.00 | 3/2/2032 | | | | | | | | | 24,626 | 24,625 | | $102.37 | 2/6/2033 | | | | | | | | | 14,676 | 44,025 | | $93.24 | 2/8/2034 | | | | | | | | | | | | | | 2/6/2023 | (RSU) | 21,166 | $2,106,229 | | | | | | | | | | 2/6/2023 | (MSU) | | | 30,478 | $3,032,866 | | | | | | | | 2/8/2024 | (RSU) | 25,026 | $2,490,337 | | | | | | | | | | 2/8/2024 | (MSU) | | | 32,986 | $3,282,437 | | | | | | | | 2/6/2025 | (RSU) | 25,541 | $2,541,585 | | | | | | | | | | 2/6/2025 | (MSU) | | | 30,458 | $3,030,876 | | | | | | | | 2/6/2025 | (PSU) | | | 51,082 | $5,083,170 | | Jeff Woolard, Chief Financial Officer | | | | | | 3/5/2025 | (RSU) | 37,955 | $3,776,902 | | | | | | | | | | 3/5/2025 | (MSU) | | | 18,548 | $1,845,711 | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | | | | | | 11/2/2022 | (RSU) | 5,601 | $557,356 | | | | | | | | | | 11/1/2023 | (RSU) | 5,763 | $573,476 | | | | | | | | | | 2/8/2024 | (MSU) | | | 1,414 | $140,707 | | | | | | | | 2/6/2025 | (RSU) | 4,310 | $428,888 | | | | | | | | | | 2/6/2025 | (PSU) | | | 2,874 | $285,992 | | Gregory S. Thomas, Executive Vice President, General Counsel | 734 | — | | $31.25 | 11/4/2025 | | | | | | | | | 3,239 | — | | $54.65 | 11/2/2026 | | | | | | | | | 1,794 | — | | $55.72 | 11/1/2027 | | | | | | | | | 13,500 | — | | $41.49 | 11/7/2028 | | | | | | | | | 11,400 | — | | $68.56 | 11/6/2029 | | | | | | | | | 7,706 | — | | $78.00 | 3/3/2031 | | | | | | | | | 5,281 | 1,761 | | $88.00 | 3/2/2032 | | | | | | | | | 3,505 | 3,504 | | $102.37 | 2/6/2033 | | | | | | | | | 2,097 | 6,289 | | $93.24 | 2/8/2034 | | | | | | | | | | | | | | 2/6/2023 | (RSU) | 3,012 | $299,724 | | | | | | | | | | 2/6/2023 | (MSU) | | | 4,338 | $431,674 | | | | | | | | 2/8/2024 | (RSU) | 3,576 | $355,848 | | | | | | | | | | 2/8/2024 | (MSU) | | | 4,714 | $469,090 | | | | | | | | 2/6/2025 | (RSU) | 4,470 | $444,810 | | | | | | | | | | 2/6/2025 | (MSU) | | | 5,330 | $530,388 | | | | | | | | 2/6/2025 | (PSU) | | | 8,940 | $889,619 |

  67. Fiscal Year 2025 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) | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | 2,681 | — | | $42.64 | 4/3/2029 | | | | | | | | | 9,592 | — | | $68.56 | 11/6/2029 | | | | | | | | | 6,635 | — | | $78.00 | 3/3/2031 | | | | | | | | | 5,281 | 1,761 | | $88.00 | 3/2/2032 | | | | | | | | | 3,505 | 3,504 | | $102.37 | 2/6/2033 | | | | | | | | | 2,097 | 6,289 | | $93.24 | 2/8/2034 | | | | | | | | | | | | | | 2/6/2023 | (RSU) | 3,012 | $299,724 | | | | | | | | | | 2/6/2023 | (MSU) | | | 4,338 | $431,674 | | | | | | | | 2/8/2024 | (RSU) | 3,576 | $355,848 | | | | | | | | | | 2/8/2024 | (MSU) | | | 4,714 | $469,090 | | | | | | | | 2/6/2025 | (RSU) | 4,470 | $444,810 | | | | | | | | | | 2/6/2025 | (MSU) | | | 5,330 | $530,388 | | | | | | | | 2/6/2025 | (PSU) | | | 8,940 | $889,619 | | Justin Dougherty, Executive Vice President, Global Operations | 1,255 | — | | $78.00 | 3/3/2031 | | | | | | | | | 5,281 | 1,761 | | $88.00 | 3/2/2032 | | | | | | | | | 3,505 | 3,504 | | $102.37 | 2/6/2033 | | | | | | | | | 2,097 | 6,289 | | $93.24 | 2/8/2034 | | | | | | | | | | | | | | 2/6/2023 | (RSU) | 3,012 | $299,724 | | | | | | | | | | 2/6/2023 | (MSU) | | | 4,338 | $431,674 | | | | | | | | 2/8/2024 | (RSU) | 3,576 | $355,848 | | | | | | | | | | 2/8/2024 | (MSU) | | | 4,714 | $469,090 | | | | | | | | 2/6/2025 | (RSU) | 4,470 | $444,810 | | | | | | | | | | 2/6/2025 | (MSU) | | | 5,330 | $530,388 | | | | | | | | 2/6/2025 | (PSU) | | | 8,940 | $889,619 |

  68. Fiscal Year 2025 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) or February 8, 2034 (corresponding to a grant date of February 8, 2024) 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, other than Mr. Nathamuni. The outstanding RSUs having a stock award grant date of March 5, 2025 for Mr. Woolard (corresponding to new-hire equity awards) will vest as described in the section of the Compensation Discussion and Analysis entitled “Equity Awards and Comparisons to Compensation Market Data.” 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 28, 2025, (the last trading day of fiscal year 2025), which was $99.51 per share. (5) This column reflects MSUs and PSUs granted to our NEOs, other than Mr. Nathamuni. The disclosed number of MSUs 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, each of the MSUs included in this table are listed at their maximum level because the Company’s relative TSR performance for those awards through the most recently completed fiscal year would result in a payout between the target and maximum level. The disclosed number of PSUs corresponds to their maximum level, as the strategic revenue performance for those awards through the most recently completed fiscal year would result in a payout at their target level. Each unit granted pursuant to these MSUs and PSUs represents a contingent right to receive one share of our common stock for each unit that is earned and vested. For a description of the performance, vesting, and other conditions applicable to these awards, see the section of the Compensation Discussion and Analysis entitled “Performance-Based Equity Awards.” (6) The market value of unvested MSUs and PSUs 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 28, 2025, (the last trading day of fiscal year 2025), which was $99.51 per share.

  69. Fiscal Year 2025 Option Exercises and Stock Vested Table

    Fiscal Year 2025 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 2025.

  70. Fiscal Year 2025 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 | — | $— | 39,990 | $4,167,358 | | Jeff Woolard, Chief Financial Officer | — | $— | — | $— | | Ulf Habermann, Former Interim CFO, Principal Accounting Officer | — | $— | 4,457 | $491,607 | | Venk Nathamuni, Former Chief Financial Officer | 11,811 | $341,982 | 3,421 | $302,690 | | Gregory S. Thomas, Executive Vice President, General Counsel | 11,706 | $760,944 | 7,110 | $740,933 | | Carl J. Alberty, Executive Vice President, Mixed Signal Products | 837 | $33,521 | 7,110 | $740,933 | | Justin Dougherty, Executive Vice President, Global Operations | 9,203 | $511,791 | 7,110 | $740,933 |

  71. Fiscal Year 2025 Option Exercises and Stock Vested Table

    (1) The value realized on the exercise of stock options was computed by determining the difference between the closing 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 closing market price of our common stock on the date of vesting.

  72. 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.

  73. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Except for the potential equity vesting acceleration benefits provided in Mr. Woolard’s employment offer letter for his one-time make-whole RSUs, we do not maintain individual employment, severance, or change of control agreements with our executive officers, including our NEOs; however, we do maintain the Severance Plan, which provides for certain payments and benefits to 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. Our executive officers 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.

  74. 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 2025: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $176,289; and •the annual total compensation of our CEO was $9,852,387 (as reflected in the Fiscal Year 2025 Summary Compensation Table included in this proxy statement). •Based on this information, the annual total compensation of our CEO was estimated to be 55.9 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 Item 402(u) of Regulation S-K. 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.

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE

  76. Pay Versus Performance Table

    Pay Versus Performance Table

  77. 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) | | 2025 | $9,852,387 | $11,988,248 | N/A | N/A | $2,392,223 | $1,999,971 | $161 | $306 | $331,507 | 26.5% | | 2024 | $8,486,669 | $2,874,121 | N/A | N/A | $1,916,212 | $747,734 | $149 | $348 | $274,572 | 25.0% | | 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% |

  78. 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 who was a PEO during all the fiscal years in the table, and Jason P. Rhode, our former Chief Executive Officer. Dr. Rhode was a PEO during fiscal year 2021 but not during fiscal years 2025, 2024, 2023, or 2022. (2) The non-principal executive officer named executive officers (“NEOs”) reflected in columns (d) and (e) consist of the following individuals: FY2025: Jeff Woolard, Ulf Habermann, Venk Nathamuni, Gregory S. Thomas, Carl J. Alberty, and Justin Dougherty FY2024: Venk Nathamuni, Gregory S. Thomas, Jeffrey W. Baumgartner, and Justin Dougherty 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 29, 2025. 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 Company Selected Measure of column (i) is our Operating Profit Margin, which 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 Compensation Discussion and Analysis subsection entitled “Incentive Plan Pay-Out Percentage” of the Company’s proxy statements for each applicable fiscal year. Effective fiscal year 2023, 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 adjustments were made to the Summary Compensation Table (“SCT”) total compensation of columns (b) and (d) for each applicable fiscal year: