DEF 14A of Microchip Technology Inc, Jul 8, 2024

DEF 14A of Microchip Technology Inc

Filed Jul 8, 2024 · FY20240000827054-24-000128

Open on EDGAR

  1. Compensation Policies and Practices

    | What We Do | What We Don’t Do | | Compensation Committee is comprised 100% of independent directors | No repricing of stock options | | Balance short and long-term incentives, cash and equity and fixed and variable pay elements | No dividends or dividend equivalents on unearned awards | | Performance-based awards comprising approximately 50% of the overall equity allocation to executive officers | No pledging or hedging of Microchip securities | | Require one-year minimum vesting for awards granted under the Amended and Restated 2004 Equity Incentive Plan, subject to certain exceptions | No perquisites or excessive severance benefits | | Solicit an annual advisory vote on executive compensation | No executive pension plans or company contribution to supplemental retirement plans | | Maintain stock ownership guidelines | No dual class or non-voting stock |

  2. Incentive Program – Pay-for-Performance Highlights

    Incentive Program – Pay-for-Performance Highlights As described more fully in the "Executive Compensation — Compensation Discussion and Analysis" section of this proxy statement, our named executive officers are compensated in a manner consistent with our performance-based pay philosophy and corporate governance best practices.

  3. Incentive Program – Pay-for-Performance Highlights

    | 2024 Proxy Statement | 8 | |

  4. Incentive Program – Pay-for-Performance Highlights

    | TABLE OF CONTENTS | | | | | 10 | Proxy Statement | 47 | Executive Compensation Policy and Objectives | | 13 | The Board of Directors | 48 | Named Executive Officers | | 13 | Corporate Governance Guidelines | 49 | Executive Compensation Process | | 14 | Meetings of the Board | 50 | Elements of Compensation | | 14 | Board Leadership Structure | 54 | Stock Ownership Guidelines | | 15 | Lead Independent Director | 54 | Other Compensation and Employee Benefits | | 15 | Board Oversight of Risk Management | 55 | Non-Qualified Deferred Compensation Plan | | 15 | Nominating, Governance, and Sustainability Committee's Oversight of Sustainability Matters | 55 | Employment Contracts, Termination of Employment and Change of Control Arrangements | | 17 | Human Capital, Culture and Diversity | 58 | Tax Deductibility | | 19 | Audit Committee Oversight of Information Security | 58 | Conclusion | | 19 | Communications From Stockholders | 58 | Compensation Committee Report on Executive Compensation | | 19 | Committees of the Board | 60 | CEO Pay Ratio Disclosure | | 21 | Report of Audit Committee | 61 | Pay Versus Performance Disclosure | | 22 | Director Compensation | 65 | Compensation of Named Executive Officers | | 23 | Certain Transactions | 65 | Summary Compensation Table | | 23 | Delinquent Section 16(A) Reports | 67 | Grants of Plan-Based Awards | | 24 | Proposal One - Election of Directors | 70 | Outstanding Equity Awards | | 29 | Proposal Two - Approval of Amended and Restated 2004 Equity Incentive Plan | 77 | Stock Vested | | 37 | Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm | 77 | Non-Qualified Deferred Compensation | | 39 | Proposal Four - Approval of Executive Compensation | 79 | Equity Compensation Plan Information | | 41 | Proposal Five - Stockholder Proposal | 80 | Code of Business Conduct and Ethics | | 45 | Security Ownership of Principal Stockholders, Directors and Executive Officers | 80 | Other Matters | | 47 | Executive Compensation - Compensation Discussion and Analysis | 82 | Appendix A - Non GAAP Financial Measures | | 47 | Overview of the Compensation Program | 84 | Appendix B - 2004 Equity Incentive Plan |

  5. Incentive Program – Pay-for-Performance Highlights

    | 2024 Proxy Statement | 9 | |

  6. Director Compensation

    Director Compensation Procedures Regarding Director Compensation The Board, including executive officers serving on the Board, sets non-employee director compensation. Microchip does not pay employee directors for services provided as a member of the Board of Directors. Our program of cash and equity compensation for non-employee directors is designed to achieve the following goals: compensation should fairly pay directors for work required for a company of Microchip's size and scope; compensation should align directors' interests with the long-term interests of stockholders; compensation should be competitive so as to attract and retain qualified non-employee directors; and the structure of the compensation should be simple, transparent and easy for stockholders to understand. Non-employee director compensation is typically reviewed once per year to assess whether any adjustment is needed to further such goals. In fiscal 2024, the Compensation Committee considered input from an independent consultant when considering non-employee director compensation matters. Director Fees During fiscal 2024, non-employee directors received an annual retainer of $97,692, paid in quarterly installments. Directors do not receive any additional compensation for telephonic meetings of the Board, or for meetings of committees of the Board. Our Lead Independent Director receives an additional annual fee of $30,000, paid in quarterly installments for their service in that role and the non-employee Chairs of Audit Committee, Compensation Committee and Nominating, Governance and Sustainability Committee receives additional annual fees of $30,000, $20,000 and $10,000 respectively, paid in quarterly installments, for their service in that role. The foregoing non-employee director fees were reduced by 20% effective February 19, 2024 in connection with other expense reduction actions taken by our management team in light of weak business conditions. Equity Compensation During fiscal 2024, under the terms of our 2004 Equity Incentive Plan, on the date of our annual meeting of stockholders, each non-employee director is automatically granted that number of RSUs equal to $200,000 divided by the fair market value of a share of our common stock on the grant date, which RSUs shall vest in full on the earlier of (i) one day prior to the next annual meeting of stockholders, or (ii) one year from the date of grant. When a non-employee director is first appointed to the Board, the number of RSUs to be granted to such new director shall be pro-rated to reflect the portion of the year that the new director served on the Board. All vesting of the above grants is contingent upon the non-employee director maintaining his or her continued status as a non-employee director through the applicable vesting date. In accordance with the foregoing, on August 22, 2023, each of Mr. Chapman, Mr. Johnson, Mr. Meyercord, Mr. Rango and Ms. Rapp were granted 2,492 RSUs, and Ms. Barker received an initial grant of 1,306 RSUs when she joined the Board on February 2, 2024.

  7. Director Compensation

    | 2024 Proxy Statement | 22 | |

  8. Director Compensation

    The following table details the total compensation for Microchip's non-employee directors for fiscal 2024:

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Steve Sanghi (2) | — | — | — | — | — | | Ganesh Moorthy (2) | — | — | — | — | — | | Ellen L. Barker (3) | 13,901 | 107,758 | — | — | 121,659 | | Matthew W. Chapman | 119,500 | 195,898 | — | — | 315,398 | | Esther L. Johnson (4) | 39,130 | — | — | — | 39,130 | | Karlton D. Johnson | 97,692 | 195,898 | — | — | 293,590 | | Wade F. Meyercord | 134,038 | 195,898 | — | — | 329,936 | | Robert A. Rango | 97,692 | 195,898 | — | — | 293,590 | | Karen M. Rapp | 104,962 | 195,898 | — | — | 300,860 |

  11. DIRECTOR COMPENSATION

    (1)The award of 2,492 RSUs to each of the non-employee directors on August 22, 2023 (other than Ms. Barker) had a fair value on the grant date of $78.61 per share and a market value on the grant date of $80.23 per share with an aggregate market value of each award of approximately $200,000. (2)Mr. Sanghi and Mr. Moorthy are executive officers of Microchip and do not receive any additional compensation for their service on our Board. (3)The initial award of 1,306 RSUs to Ms. Barker on February 2, 2024 was prorated and had a fair value on the grant date of $82.51 per share, and a market value on the grant date of $84.29 per share, with an aggregate market value of approximately $110,000. (4)Ms. Johnson retired from the Board effective August 22, 2023.

  12. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of eight directors: Ellen L. Barker, Matthew W. Chapman, Karlton D. Johnson, Wade F. Meyercord, Ganesh Moorthy, Robert A. Rango, Karen M. Rapp and Steve Sanghi. Mr. Meyercord has notified us that he will retire from the Board effective as of the date of the 2024 Annual Meeting. Each of our other seven directors were nominated for re-election to the Board at the annual meeting and each of the nominated directors has agreed to continue serving if re-elected. The Board plans to reduce the number of authorized directors from eight to seven following the 2024 Annual Meeting. Unless proxy cards are otherwise marked, the persons named in the proxy card will vote such proxy for the election of the nominees named below. If any of the nominees becomes unable or declines to serve as a director at the time of the annual meeting, the persons named in the proxy card will vote such proxy for any nominee designated by the current Board to fill the vacancy. We do not expect that any of the nominees will be unable or will decline to serve as a director. The Board and the Nominating, Governance, and Sustainability Committee have carefully considered the experience, structure, culture, diversity, operation, interactions, collaboration and performance of the current Board; the talents, expertise and contributions of individual directors; the growth and creation of stockholder value under the Board's leadership; the continued evolution of Microchip; the Board's role in continuing to develop and lead the strategic direction of Microchip; the continued change and consolidation in the semiconductor industry; anticipated future challenges and opportunities facing Microchip; and the Board's ongoing commitment to ensuring the long-term sustainability of Microchip to the benefit of its stockholders. Our Board has determined that each of the following nominees for director is an independent director as defined by applicable SEC rules and Nasdaq listing standards: Ms. Barker, Mr. Chapman, Mr. Johnson, Mr. Rango and Ms. Rapp. The term of office of each person who is elected as a director at the annual meeting will continue until the 2025 Annual Meeting of Stockholders and until a successor has been elected and qualified.

  13. Board Diversity Matrix (As of June 30, 2024)*

    Board Diversity Matrix (As of June 30, 2024)*

  14. Board Diversity Matrix (As of June 30, 2024)*

    | Board Diversity | | | | | Female | Male | | Gender Identity | | | | Directors | 2 | 6 | | Demographic Background | | | | African American or Black | — | 1 | | Asian | — | 2 | | White | 2 | 3 | | Directors who are Military Veterans | — | 1 | | Total Number of Directors | 8 | |

  15. Board Diversity Matrix (As of June 30, 2024)*

    *Please see our proxy statement filed with the SEC on July 7, 2023 to review our Board Diversity Matrix as of June 30, 2023. Based on these considerations, among others, the Board unanimously recommends that stockholders vote "FOR" the nominees listed below.

  16. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •2021 to Present - Executive Chair, Board of Directors, Microchip Technology Inc. •1993 to 2021 - Chair of the Board of Directors, Microchip Technology Inc. •1991 to 2021 - Chief Executive Officer, Microchip Technology Inc. •1990 to 2016 - President, Microchip Technology Inc. Membership on Other Public Boards: •2021 to Present - Impinj, Inc., Board Member; Board Chair •2018 to 2020 - Mellanox Technologies Ltd. •2017 to 2019 - Myomo, Inc. Education: •M.S. in Electrical and Computer Engineering from the University of Massachusetts •B.S. in Electronics and Communication from Punjab University | | Steve Sanghi Executive Chair since March 2021 Age: 68 years old Director Since: August 1990 | |

  17. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Mr. Sanghi should be nominated to serve as a director since he previously served as Chief Executive Officer of Microchip for over 30 years and has provided very strong leadership to Microchip over this period. The Board believes that Mr. Sanghi's management skills and technology and industry experience have been instrumental to Microchip's extraordinary growth and profitability over the past 30 years and to the strong position Microchip has attained in its key markets. The Board believes that these skills make him well-suited to serve as the Chair of Microchip’s Board.

  18. Board Diversity Matrix (As of June 30, 2024)*

    | 2024 Proxy Statement | 25 | |

  19. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Inc. •2021 to Present - President and Chief Executive Officer, Microchip Technology Inc. •2016 to 2021 - President and Chief Operating Officer, Microchip Technology Inc. •2009 to 2016 - Chief Operating Officer, Microchip Technology Inc. •2006 to 2012 - Executive Vice President, Microchip Technology Inc. •2001 to 2006 - Microchip Vice President in various roles Membership on Other Public Boards: •2023 to Present - Celanese Corporation, Board member; Audit Committee member and Nominating and Corporate Governance Committee Chair •2013 to 2024 - Rogers Corporation, Board member; Audit Committee member and Nominating, Governance, and Sustainability Committee Chair Membership on Industry Boards: •Semiconductor Industry Association - Board member representing Microchip •Global Semiconductor Association - Board member representing Microchip Education: •M.B.A. in Marketing from National University •B.S. in Electrical Engineering from the University of Washington •B.S. in Physics from the University of Mumbai, India | | Ganesh Moorthy President and Chief Executive Officer since March 2021 Age: 64 years old Director Since: January 2021 | |

  20. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Mr. Moorthy should be nominated to serve as a director since he has served in leadership positions with Microchip for over 20 years and has provided very strong leadership to Microchip over this period. The Board believes that Mr. Moorthy's management skills and technology and industry experience have been instrumental to Microchip's extraordinary growth and profitability for many years and to the strong position Microchip has attained in its key markets.

  21. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •February 2024 to Present - Board of Directors, Microchip Technology Inc. •2017 to 2021 - Senior Vice President and Chief Information Officer, Texas Instruments •2014 to 2016 - Vice President, Chief Information Officer, Texas Instruments •2011 to 2014 - Vice President, Controller and National Semiconductor Integration Manager, Texas Instruments Education: •M.B.A in Business Administration from the University of Dallas •B.A. in Business Administration from the University of Texas | | Ellen L. Barker Independent Age: 61 years old Director Since: February 2024 | |

  22. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Ms. Barker should be nominated to serve as director given her extensive experience of over 36 years as a senior executive in the technology and finance sectors, where she has significantly contributed to the global growth of the semiconductor companies that employed her. The Board believes her leadership roles within various divisions such as analog, embedded processing, manufacturing, and defense, including her tenure as vice president and controller of several analog businesses, makes her well-suited to serve on Microchip's Board.

  23. Board Diversity Matrix (As of June 30, 2024)*

    | 2024 Proxy Statement | 26 | |

  24. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •1997 to Present - Board of Directors, Microchip Technology Inc.; Audit Committee Chair since 1997 •2007 to 2018 - Chief Executive Officer of Northwest Evaluation Association, a not-for-profit education services organization providing computer adaptive testing for millions of students throughout the United States and in 140 other countries • 2002 to 2006 - Chair and CEO of Centrisoft, a privately held software company providing bandwidth management for large-scale networks. • 1987 to 2000 - Chief Executive Officer and Chair of Concentrex Incorporated, which became a publicly held company specializing in supplying software solutions and service to U.S. financial institutions Education: •J.D. from the University of Oregon School of Law •B.S. in Economics from the University of Portland | | Matthew W. Chapman Independent Age: 73 years old Director Since: May 1997 Committees: Audit Committee (Chair) | |

  25. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Mr. Chapman should be nominated to serve as a director due to his significant CEO-level experience at several corporations. The Board also recognizes Mr. Chapman's experience in financial matters, management and public company governance. This background establishes him as an audit committee financial expert under applicable rules and makes him well-suited to serve as Chair of the Audit Committee of the Board.

  26. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Inc. •June 2024 to Present - Chief Executive Officer of National Space Society •1995 to Present - Chief Executive Officer of DeLaine Strategy Group LLC, a strategic advisory practice providing counsel to C-suite leaders in the public, private, non-profit and government sectors •1988 to 2014 - United States Air Force (U.S.A.F.), a decorated combat veteran •2011 to 2014 - Active Duty Colonel, Senior U.S. military executive / Chief Information Officer and lead cyberspace expert adviser to the 4-star Commander at United States Forces-Korea, Seoul, Republic of Korea, U.S.A.F. •2008 to 2009 - Active Duty Colonel, Chief Information Officer for the Multinational Security Transition Command-Iraq, U.S.A.F. Education: •M.S in Advanced Strategy from U.S. Army War College •M.B.A in Executive Computer Management from National Defense University •Executive M.B.A. in Global Management and Space Leadership from Thunderbird School of Global Management •B.S. in Information Systems from West Virginia University •Executive Graduate Certificate - George Washington University •Executive Graduate Certificate - ISACA •Executive Leadership Program in Corporate Governance - Harvard Business School | | Karlton D. Johnson Independent Age: 58 Director Since: April 2021 Committees: Audit Committee & Compensation Committee | |

  27. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Mr. Johnson should be nominated to serve as a director due to his visionary leadership and subject matter expertise in strategic leadership and risk, partnership creation, organizational excellence, mission assurance, aerospace and defense industries, cybersecurity and enterprise communications technologies. The Board believes that Mr. Johnson's background makes him well-suited to serve on the Board's Audit Committee and the Compensation Committee.

  28. Board Diversity Matrix (As of June 30, 2024)*

    | 2024 Proxy Statement | 27 | |

  29. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •2023 to Present - Board of Directors, Microchip Technology Inc. •2016 to 2022 - President and CEO of Enevate Corp., a privately held corporation that develops fast-charging and high-density battery technology for the electric vehicle market •2011 to 2014 - Executive Vice President and General Manager- Broadcom Corp.’s Mobile and Wireless Group • 2004 to 2011 - Executive Vice President and General Manager/ Sr. Vice President and General Manager- Broadcom Corp.’s Wireless Connectivity Group Membership on Other Public Boards: •2015 to Present - KLA Corporation, Board Member; Audit Committee member •2015 to Present - Keysight Technologies, Inc., Board Member, Audit Committee member, Nominating and Corporate Governance Committee member Education: •M.E. in Electrical Engineering from Cornell University •B.E. in Electrical Engineering from State University of New York at Stony Brook •2023 - Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute | | Robert A. Rango Independent Age: 66 Director Since: January 2023 Committees: Compensation Committee & Nominating, Governance and Sustainability Committee | |

  30. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Mr. Rango should be nominated to serve as a director due to his significant executive-level experience in the technology industry. The Board also recognizes the knowledge and experience Mr. Rango has gained through his service on the boards of various public companies. The Board believes that Mr. Rango’s management skills and technology and industry experience make him well-suited to serve on the Board’s Compensation Committee and plans to appoint him as Lead Independent Director upon Mr. Meyercord's retirement.

  31. Board Diversity Matrix (As of June 30, 2024)*

    | | Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Inc. •2023 - Strategic Advisor to the CEO, National Instruments •2017 to 2023 - Chief Financial Officer of National Instruments Corporation, a publicly traded company specializing in automated test and measurement systems •2015 to 2017 - Senior Vice President of Corporate Development of NXP Semiconductors N.V. •2013 to 2015 - Vice President and Chief Information Officer, Freescale Semiconductor Membership on Other Public Boards: •2024 to Present - Cohu, Inc. •2018 to Present - Plexus Corp., Board member, Audit Committee and Compensation Committee member Education: •Certified Treasury Professional •M.B.A. from the University of Texas at Austin •B.S. in Finance from Northern Illinois University | | Karen M. Rapp Independent Age: 56 Director Since: January 2021 Committees: Nominating, Governance & Sustainability Committee (Chair), Audit Committee | |

  32. Board Diversity Matrix (As of June 30, 2024)*

    The Board concluded that Ms. Rapp should be nominated to serve as a director due to her significant experience as a senior executive and board member of a number of companies in the technology industry. The Board believes that Ms. Rapp's background makes her well-suited to serve on the Board's Audit Committee and plans to appoint her as the Chair of the Compensation Committee upon Mr. Meyercord's retirement. The Board also recognizes her experience in financial matters and that her background establishes her as an audit committee financial expert under applicable rules.

  33. Board Diversity Matrix (As of June 30, 2024)*

    | 2024 Proxy Statement | 28 | |

  34. APPROVAL OF AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN

    APPROVAL OF AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN Our 2004 Equity Incentive Plan (the "Plan") was initially adopted by our Board of Directors and approved by our stockholders in 2004. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards (which may be granted in the form of restricted stock or restricted stock units ("Restricted Stock Units" or "RSUs")), performance shares, performance units, and deferred stock units to our employees and consultants as well as for automatic grants of RSUs to the non-employee members of our Board of Directors. Our Board of Directors is asking our stockholders to approve an amendment and restatement of the Plan which will increase the number of shares of common stock authorized for issuance thereunder by 8,000,000. Our Board of Directors believes that in order for us to remain competitive amidst the changing equity compensation landscape, we must be able to continue to use equity compensation arrangements to help us achieve our goal of attracting, retaining and motivating our personnel. We believe that, as amended and restated, the Plan will be an essential element of our competitive compensation package.

  35. Description of the Plan

    Description of the Plan The essential features of the Plan, as amended and restated, are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the amended and restated Plan, which is attached as Appendix B. Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. General. The purposes of the Plan are to attract and retain the best available personnel, provide additional incentive to our employees, consultants and non-employee directors and promote the success of our business. Shares Available for Issuance. Upon approval of the amended and restated Plan and subject to adjustment for changes in our capitalization, the maximum aggregate number of shares of common stock which may be issued under the Plan is 72,775,774 shares of common stock. If an award expires or becomes unexercisable without having been exercised in full, or with respect to restricted stock, RSUs, performance shares, performance units or deferred stock units, is forfeited to or repurchased by us, the unpurchased shares (or for awards other than stock options and stock appreciation rights, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to stock appreciation rights, the gross shares issued (i.e., shares actually issued pursuant to a stock appreciation right, as well as the shares that represent payment of the exercise price and any applicable tax withholdings pursuant to a stock appreciation right) shall cease to be available under the Plan. Shares that have actually been issued under the Plan under any award shall not be returned to the Plan and shall not become available for future distribution under the Plan; provided, however, that if shares of restricted stock, performance shares, performance units or deferred stock units are repurchased by us at their original purchase price or are forfeited to us, such shares shall become available for future grant under the Plan. Shares used to pay the exercise price or purchase price, if applicable, of an award shall become available for future grant or sale under the Plan. To the extent an award under the Plan is paid out in cash rather than stock, such cash payment shall not result in reducing the number of shares available for issuance under the Plan. Administration. The Plan may be administered by our Board of Directors or a committee or committees, which may be appointed by our Board of Directors (the "Administrator"). Subject to the provisions of the Plan, the Administrator has the authority to: (i) construe and interpret the plan and awards; (ii) prescribe, amend or rescind rules and regulations relating to the Plan; (iii) select the service providers to whom awards are to be granted (apart from the non-employee director automatic grant provisions); (iv) subject to the limits set forth in the Plan, determine the number of shares or equivalent units to be granted subject to each award; (v) determine whether and to what extent awards are to be granted; (vi) determine the terms and conditions, not inconsistent with the terms of the Plan, applicable to awards granted under the Plan; (vii) modify or amend any outstanding award subject to applicable legal restrictions and the restrictions set forth in the Plan; (viii) authorize any person to execute, on our behalf, any instrument required to effect the grant of an award; (ix) approve forms of agreement for use under the Plan; (x) allow participants to satisfy tax withholding obligations by electing to have Microchip withhold from the shares or cash to be issued upon exercise, vesting of an award (or distribution of a deferred stock unit) that number of shares or cash having a fair market value equal to the minimum amount required to be withheld; (xi) determine the fair market value of the shares of our common stock and (xii) subject to certain limitations, take any other actions deemed necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Administrator shall be final and binding on all holders of options or rights and on all persons deriving their rights therefrom. Plan Term. Unless previously terminated by the Board of Directors, the Plan shall terminate on August 24, 2031. Discount Award Limitations. No stock options or stock appreciation rights may be granted with an exercise price that is less than 100% of fair market value on the date of grant.

  36. Description of the Plan

    No Repricing. The Plan prohibits option or stock appreciation right repricing, including by way of an exchange for another award or for cash. Eligibility. The Plan provides that awards may be granted to our employees, consultants and non-employee directors. Minimum Vesting Requirements. Except with respect to 5% of the maximum number of shares issuable under the Plan, no award that vests on the basis of an individual's continuous service with us will vest earlier than one year following the date of grant; provided, however, that vesting of an award may be accelerated upon the death, disability, or involuntary termination of the service of the grantee, or in connection with a corporate transaction, as defined in the Plan. Terms and Conditions of Options. Each option granted under the Plan is evidenced by a written stock option agreement between the participant and Microchip and is subject to the following terms and conditions: (a) Exercise Price. The Administrator determines the exercise price of options at the time the options are granted. However, the exercise price of a stock option may not be less than 100% of the fair market value of the common stock on the date the option is granted. For purposes of the Plan, "fair market value" is generally the closing sale price for the common stock (or the closing bid if no sales were reported) on the date the option is granted. (b) Form of Consideration. The means of payment for shares issued upon exercise of an option is specified in each option agreement and generally may be made by cash, check, other shares of our common stock owned by the participant, delivery of an exercise notice together with irrevocable instructions to a broker to deliver to us the exercise price from sale proceeds, by a combination thereof, or by such other consideration and method of payment to the extent permitted by applicable laws. (c) Exercise of the Option. Each stock option agreement will specify the term of the option and the date when the option is to become exercisable. However, in no event shall an option granted under the Plan be exercised more than ten years after the date of grant. Until the shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares. (d) Termination of Employment. If a participant's employment terminates for any reason (other than death or permanent disability), all options held by such participant under the Plan expire upon the earlier of (i) such period of time as is set forth in his or her option agreement or (ii) the expiration date of the option. In the absence of a specified time in the option agreement, the option will remain exercisable for three months following the participant's termination. The participant may exercise all or part of his or her option at any time before such expiration to the extent that such option was exercisable at the time of termination of employment. (e) Permanent Disability. If an employee is unable to continue employment with us as a result of permanent and total disability (as defined in the Code), all options held by such participant under the Plan shall expire upon the earlier of (i) such period of time as is set forth in his or her option agreement or (ii) the expiration date of the option. In the absence of a specified time in the option agreement, the option will remain exercisable for six months following the participant's termination. The participant may exercise all or part of his or her option at any time before such expiration to the extent that such option was exercisable at the time of termination of employment. (f) Death. If a participant dies while employed by us, 100% of his or her awards shall immediately vest, and his or her option shall expire upon the earlier of (i) such period of time as is set forth in his or her option agreement or (ii) the expiration date of the option. In the absence of a specified time in the option agreement, the option will remain exercisable for 12 months following the participant's termination. The executors or other legal representatives or the participant may exercise all or part of the participant's option at any time before such expiration with respect to all shares subject to such option. (g) Other Provisions. The stock option agreement may contain terms, provisions and conditions that are consistent with the Plan as determined by the Administrator. Annual Grant Limit. No participant may be granted stock options and stock appreciation rights to purchase more than 1,500,000 shares of common stock in any fiscal year, except that up to 4,000,000 shares may be granted in the participant's first fiscal year of service.

  37. Description of the Plan

    Terms and Conditions of Stock Appreciation Rights. The Administrator determines the exercise price of stock appreciation rights (or "SARs") at the time they are granted. However, the exercise price of a SAR may not be less than 100% of the fair market value of the common stock on the date the SAR is granted. Otherwise, the Administrator, subject to the provisions of the Plan (including the grant limit referred to above and the minimum vesting requirements), shall have complete discretion to determine the terms and conditions of SARs granted under the Plan. However, in no event shall a SAR granted under the Plan be exercised more than ten years after the date of grant. Until the shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares. Payment of Stock Appreciation Right Amount. Upon exercise of an SAR, the holder of the SAR shall be entitled to receive payment in an amount equal to the product of (i) the difference between the fair market value of a share on the date of exercise and the exercise price and (ii) the number of shares for which the SAR is exercised. Payment upon Exercise of Stock Appreciation Right. At the discretion of the Administrator, payment to the holder of an SAR may be in cash, shares of our common stock or a combination thereof. To the extent that an SAR is settled in cash, the shares available for issuance under the Plan shall not be diminished as a result of the settlement. Stock Appreciation Right Agreement. Each SAR grant shall be evidenced by an agreement that specifies the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the committee, in its sole discretion, shall determine. Expiration of Stock Appreciation Rights. SARs granted under the Plan expire as determined by the Administrator, but in no event later than ten years from date of grant. No SAR may be exercised by any person after its expiration. The same provisions regarding termination of service that apply to options apply to SARs. Terms and Conditions of Restricted Stock. Subject to the terms and conditions of the Plan, restricted stock may be granted to our employees and consultants at any time and from time to time at the discretion of the Administrator. Subject to the minimum vesting requirements, the Administrator has complete discretion to determine (i) the number of shares subject to a restricted stock award granted to any participant and (ii) the conditions for grant or for vesting that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component. However, no participant shall be granted a restricted stock award covering more than 600,000 shares in any of our fiscal years, except that up to 1,500,000 shares may be granted in the participant's first fiscal year of service. Until the shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares. Restricted stock may also be granted in the form of RSUs. Each RSU granted is a bookkeeping entry representing an amount equal to the fair market value of a share of our common stock. Restricted Stock Award Agreement. Each restricted stock grant shall be evidenced by an agreement that specifies the purchase price (if any) and such other terms and conditions as the Administrator shall determine; provided, however, that if the restricted stock grant has a purchase price, the purchase price must be paid no more than ten years following the date of grant. Terms and Conditions of Performance Shares. Subject to the terms and conditions of the Plan, performance shares may be granted to our employees and consultants at any time and from time to time as determined at the discretion of the Administrator. The Administrator has complete discretion to determine (i) the number of shares of our common stock subject to a performance share award granted to any participant and (ii) the conditions that must be satisfied for grant or for vesting, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component. However, no participant shall be granted a performance share award covering more than 600,000 shares in any of our fiscal years, except that up to 1,500,000 shares may be granted on the participant's first fiscal year of service. Performance Share Award Agreement. Each performance share grant shall be evidenced by an agreement that specifies such other terms and conditions as the Administrator, in its sole discretion, shall determine. Terms and Conditions of Performance Units. Performance units are similar to performance shares, except that they are settled in cash equivalent to the fair market value of the underlying shares of our common stock, determined as of the vesting date. The shares available for issuance under the Plan shall not be diminished as a result of the settlement of a performance unit. No participant shall be granted a performance unit award covering more than $1,500,000 in any of Microchip's fiscal years, except that a newly hired participant may receive a performance unit award covering up to $4,000,000 in the participant's first fiscal year of service.

  38. Description of the Plan

    Performance Unit Award Agreement. Each performance unit grant shall be evidenced by an agreement that shall specify such terms and conditions as shall be determined at the discretion of the Administrator. Terms and Conditions of Deferred Stock Units. Deferred stock units consist of restricted stock, performance share or performance unit awards that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred stock units are subject to the individual annual limits that apply to each type of award. Dividend Equivalent Right Restrictions. The Plan does not permit the granting of dividend equivalent rights, including but not limited to, on options or SARs. Accordingly, in no event will dividend equivalent rights be paid out on unearned performance-based vesting awards under the Plan. Awards to Non-Employee Directors. The Plan provides for initial and annual awards to non-employee directors within prescribed parameters. Specifically, each Non-Employee Director is entitled to receive the following automatic grants: (i) for new Non-Employee Directors, a grant of that number of RSUs equal to $200,000 divided by the fair market value (i)(A) $200,000 divided by (B) the Fair Market Value, multiplied by (ii) a fraction (A) the numerator of which is (x) 12 minus (y) the number of months between the date of the Company’s last annual stockholders’ meeting and the date the Non-Employee Director becomes a member of the Board and (B) the denominator of which is 12, rounded down to the nearest whole Share (the "Initial RSU Grant"), and (ii) for continuing Non-Employee Director (including any Non-Employee Director appointed on the date of the Company’s annual stockholders’ meeting) shall be automatically granted that number of Restricted Stock Units equal to $200,000 divided by the Fair Market Value, rounded down to the nearest whole Share (the "Annual RSU Grant"), provided that such non-employee director has been elected by the stockholders to serve as a member of the Board at that annual meeting. The Initial RSU Grant vests one hundred percent (100%) upon the earlier of the date that is one-year following the date of grant or one day prior to the date of the Company’s next annual stockholders’ meeting following the date of grant. The Annual RSU Grant vests one hundred percent (100%) upon the earlier of the date that is one year following the date of grant or one day prior to the date of the Company’s next annual stockholders’ meeting following the date of grant. Vesting of the Initial RSU Grant and the Annual RSU Grant is contingent upon the applicable Non-Employee Director maintaining continued status as a non-employee director through the applicable vesting date. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an award granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. In no event may an award granted under the Plan be exchanged for consideration. If the Administrator makes an award granted under the Plan transferable, such award shall contain such additional terms and conditions as the Administrator deems appropriate. Acceleration upon Death. In the event that a participant dies while a service provider, 100% of his or her awards shall immediately vest. Leave of Absence. In the event that a participant goes on an unpaid leave of absence, award vesting will cease until the participant returns to work, except as required by law or as determined by the Administrator. Forfeiture on Misconduct. Should (i) a participant's service be terminated for misconduct (including, but not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement), or (ii) a participant makes any unauthorized use or disclosure of confidential information or trade secrets of Microchip or its parent or subsidiary, then all outstanding awards held by the participant will terminate immediately and cease to be outstanding, including both vested and unvested awards. Adjustment Upon Changes in Capitalization. In the event that our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by us, appropriate proportional adjustments shall be made in the number and class of shares of stock subject to the Plan, the individual fiscal year limits applicable to restricted stock, RSUs, performance share awards, SARs and options, the number and class of shares of stock subject to any award outstanding under the Plan, and the exercise price of any such outstanding option or SAR or other award, provided that such automatic adjustments will not be made to the number of shares to be granted to our non-employee directors under the Plan. Any such adjustment shall be made by the Compensation Committee of our Board of Directors, whose determination shall be conclusive. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of Microchip, the Administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a participant to have the right to exercise his or her option or SAR until ten days prior to such

  39. Description of the Plan

    transaction as to all the shares covered by the award, including shares as to which the award would not otherwise be exercisable. The Administrator may provide that any repurchase option or forfeiture rights held by Microchip will lapse 100% and vesting will accelerate 100%, provided that the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent that it has not been exercised (with respect to options or SARs) or vested (with respect to other awards), an award will terminate immediately prior to the consummation of the proposed action. Change of Control. In the event of a change of control of Microchip, the successor corporation (or its parent or subsidiary) will assume or substitute each outstanding award. If the successor corporation refuses to assume the awards or to substitute equivalent awards, such awards shall become 100% vested. In such event, the Administrator shall notify the participant that each award subject to exercise is fully exercisable for 30 days from the date of such notice and that the award terminates upon expiration of such period. Amendment, Suspensions and Termination of the Plan. Our Board of Directors may amend, suspend or terminate the Plan at any time; provided, however, that stockholder approval will be required for any amendment to the Plan to the extent necessary or desirable to comply with applicable law. The Plan will terminate in August 2031 unless earlier terminated by the Board of Directors. Federal Tax Information The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and us of awards granted under the Plan. Tax consequences for any particular individual may be different. Options. Options granted under the Plan are nonstatutory options that do not qualify as incentive stock options under Section 422 of the Code. A participant will not recognize any taxable income at the time the participant is granted a nonstatutory option. However, upon its exercise, the participant will recognize taxable income generally measured as the excess of the then-fair market value of the shares purchased over the exercise price of the option. Any taxable income recognized in connection with an option exercise by a participant who is also our employee will be subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares of our common stock would be a capital gain or loss. Stock Appreciation Rights. No taxable income is reportable when an SAR is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received and/or the amount of cash received. Any taxable income recognized in connection with exercise of an SAR by a participant who is also our employee will be subject to tax withholding by us. Any additional gain or loss recognized upon any later disposition of the shares of our common stock would be a capital gain or loss. Restricted Stock, Performance Units and Performance Shares. A participant will not have taxable income upon grant (unless, with respect to restricted stock that is not in the form of RSUs, the participant elects to be taxed at that time). Instead, they will recognize ordinary income at the time of vesting/delivery equal to the fair market value (on the vesting date) of the vested shares or cash received minus any amount paid for the shares of our vested common stock. Any taxable income recognized in connection with an award of restricted stock, performance units, and performance shares by a participant who is also our employee will be subject to tax withholding by us. Deferred Stock Units. Typically, a participant will recognize employment taxes upon the vesting of a deferred stock unit and income tax upon its delivery. The participant may be subject to additional taxation, interest and penalties if the deferred stock unit does not comply with Section 409A of the Code. Tax Effect for Microchip. We generally will be entitled to a tax deduction in connection with an award under the Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income (for example, the exercise of a non-qualified stock option). Special rules limit the deductibility of certain compensation paid to our Chief Executive Officer and other "covered employees". As a result of the Tax Cuts and Jobs Act, and except for certain grandfathered arrangements, under Section 162(m) of the Code, any compensation over $1,000,000 paid to the covered employees is not deductible by the Company. Section 409A of the Code. Section 409A of the Code imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements with respect to an individual's election to defer compensation and the individual's selection of the timing and form of distribution of the deferred compensation. Section 409A of the Code also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual's

  40. Description of the Plan

    separation from service, a predetermined date, or the individual's death). Section 409A of the Code imposes restrictions on an individual's ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A of the Code requires that such individual's distribution commence no earlier than six months after such officer's separation from service. Awards granted under the Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award will recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A of the Code fails to comply with the provisions of Section 409A of the Code, Section 409A of the Code imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as possible interest charges and penalties. In addition, certain states such as California have enacted laws similar to Section 409A of the Code which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. We will also have reporting requirements with respect to such amounts, and will have certain withholding requirements. THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND MICROCHIP UNDER THE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A SERVICE PROVIDER'S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH A SERVICE PROVIDER MAY RESIDE. Accounting Treatment. Under current accounting rules mandating expensing for all compensatory equity awards, including stock options and RSUs, we recognize compensation expense for all awards granted under the Plan. This will result in a direct charge to our reported earnings.

  41. Number of Awards Granted to Employees, Consultants, and Directors

    Number of Awards Granted to Employees, Consultants, and Directors The amount, timing, and value of discretionary awards under the Plan, including grants to our Executive Chair, CEO and our three other most highly compensated executive officers, is in the discretion of the Administrator and therefore not determinable in advance. The number of shares subject to future awards of RSUs to non-employee directors is subject to the election of such individuals as directors and the fair market value of the common stock on the date the RSUs are granted. No options were granted under the Plan during fiscal 2024. The following table sets forth the aggregate number of time-based RSUs and performance-based RSUs granted under the Plan during fiscal 2024 to each of our named executive officers; executive officers as a group; directors who are not executive officers as a group; and all employees who are not executive officers as a group:

  42. Number of Awards Granted to Employees, Consultants, and Directors

    | Name of Individual or Group | Number of Shares Subject to time-based RSUs Granted | Dollar Value of Shares Subject to time-based RSUs Granted(1) | Number of Shares Subject to performance-based RSUs Granted | Dollar Value of Shares Subject to performance-based RSUs Granted(1) | | Ganesh Moorthy, President and CEO | 42,620 | $3,298,330.57 | 42,622 | $3,298,479.15 | | Steve Sanghi, Executive Chair | 13,837 | $1,098,409.41 | 13,838 | $1,098,491.59 | | Richard Simoncic, Chief Operating Officer | 10,913 | $844,546.98 | 10,915 | $844,703.50 | | Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units | 10,913 | $844,546.98 | 10,915 | $844,703.50 | | J. Eric Bjornholt, Senior VP and CFO | 9,392 | $726,837.38 | 9,395 | $727,076.01 | | All executive officers, as a group (5 total) | 87,675 | $6,812,671.33 | 87,685 | $6,813,453.75 | | All directors who are not executive officers, as a group (6 total) | 13,766 | $1,087,247.88 | — | $— | | All employees who are not executive officers, as a group (14,967 total) | 2,434,331 | $188,064,956.06 | 36,062 | $2,790,806.76 |

  43. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information concerning the beneficial ownership of our common stock as of June 21, 2024 for: (a) each director and director nominee, (b) our CEO, our CFO and the three other most highly compensated executive officers named in the "Summary Compensation Table," (c) all directors and executive officers as a group, and (d) each person who is known to us to own beneficially more than 5% of our common stock. Except as otherwise indicated in the footnotes to this table, and subject to applicable community property laws and joint tenancies, the persons named in this table have sole voting and investment power with respect to all shares of common stock held by such person:

  44. DIRECTORS AND EXECUTIVE OFFICERS

    | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (1) | Percent of Common Stock (1) | | The Vanguard Group, Inc. (2) | 66,660,817 | 12.43 | | BlackRock, Inc. (3) | 45,399,963 | 8.46 | | Steve Sanghi (4) | 10,116,734 | 1.89 | | Ganesh Moorthy (5) | 813,627 | * | | Matthew W. Chapman (6) | 38,174 | * | | Wade F. Meyercord (7) | 27,769 | * | | Karen M. Rapp (6) | 8,646 | * | | Robert A. Rango (6) | 4,239 | * | | Karlton D. Johnson (6) | 3,962 | * | | Ellen L. Barker (8) | 1,306 | * | | Richard Simoncic (9) | 138,421 | * | | Stephen V. Drehobl (10) | 84,339 | * | | J. Eric Bjornholt (11) | 37,027 | * | | All directors and executive officers as a group (11 people) (12) | 11,274,244 | 2.10 |

  45. DIRECTORS AND EXECUTIVE OFFICERS

    * Represented less than 1% of the outstanding shares of common stock as of June 21, 2024. Our shares of common stock outstanding at June 21, 2024 were 536,505,077. (1)For each individual and group included in the table, the number of shares beneficially owned includes shares of common stock issuable to the identified individual or group pursuant to RSUs that will vest within 60 days of June 21, 2024. With respect to RSUs that will vest within 60 days of June 21, 2024, the full vesting amount of shares has been included in the table, however, the actual shares issued are expected to be lower as the shares actually issued will be net of taxes. In calculating the percentage of ownership of each individual or group, share amounts that are attributable to RSUs that vest within 60 days of June 21, 2024 are deemed to be outstanding for the purpose of calculating the percentage of shares of common stock owned by such individual or group, but are not deemed to be outstanding for the purpose of calculating the percentage of shares of common stock owned by any other individual or group. Unless otherwise indicated, the address for each stockholder listed is: c/o Microchip Technology Incorporated, 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199. (2)Address is 100 Vanguard Boulevard, Malvern, PA 19355. All information is based solely on the Schedule 13G/A filed by The Vanguard Group, Inc. on February 13, 2024, with the exception of the percentage of common stock held which is based on shares outstanding at June 21, 2024. Such Schedule 13G/A indicates that The Vanguard Group, Inc. (i) has sole power to dispose of or direct the disposition of 64,341,989 shares of common stock and shared power to dispose of or direct the disposition of 2,318,828 shares of common stock; and (ii) has shared power to vote or direct the vote of 714,871 shares of common stock. (3)Address is 50 Hudson Yards, New York, NY 10001. All information is based solely on the Schedule 13G/A filed by BlackRock, Inc. on January 25, 2024, with the exception of the percentage of common stock held which is based on shares outstanding at June 21, 2024. Such Schedule 13G/A indicates that BlackRock, Inc. (i) has sole power to dispose of or direct the disposition of 45,399,963 shares of common stock; and (ii) has sole power to vote or direct the vote of 41,922,636 shares of common stock. (4)Includes 4,198,118 shares held of record by The Sanghi Trust (the "Sanghi Trust"), 5,905,872 shares held of record by The Sanghi Family Limited Partnership (the "Family Limited Partnership"), and includes an aggregate of 12,744 shares subject to RSUs that vest within 60 days of June 21, 2024. Steve Sanghi and Maria T. Sanghi are the sole trustees of the Sanghi Trust. The Sanghi Trust is the sole member of the Sanghi LLC which is the sole general partner of the Family Limited Partnership.

  46. DIRECTORS AND EXECUTIVE OFFICERS

    | 2024 Proxy Statement | 45 | |

  47. DIRECTORS AND EXECUTIVE OFFICERS

    (5)Includes 801,135 shares held of record by Ganesh Moorthy and Hema Moorthy as trustees, and includes an aggregate of 12,492 shares subject to RSUs that vest within 60 days of June 21, 2024. (7)Includes 25,277 shares held of record by Wade F. Meyercord and Phyllis Meyercord as trustees, and 2,492 shares subject to RSUs that vest within 60 days of June 21, 2024. (8)Includes an aggregate of 1,306 shares subject to RSUs that vest within 60 days of June 21, 2024. (9)Includes an aggregate of 135,177 shares held of record by Richard Simoncic and Melody Simoncic as trustees, and 3,244 RSUs that vest within 60 days of June 21, 2024. (10)Includes an aggregate of 4,830 shares subject to RSUs that vest within 60 days of June 21, 2024. (11)Includes 33,257 shares held of record by J. Eric Bjornholt as trustee, and includes an aggregate of 3,770 shares subject to RSUs that vest within 60 days of June 21, 2024. (12)Includes an aggregate of 50,846 RSUs that vest within 60 days of June 21, 2024.

  48. DIRECTORS AND EXECUTIVE OFFICERS

    | 2024 Proxy Statement | 46 | |

  49. Executive Compensation Process

    Executive Compensation Process The Compensation Committee evaluates and establishes the compensation of our executive officers, including our named executive officers. The Compensation Committee seeks input from our CEO and our Executive Chair when discussing the performance of, and compensation levels for, the executive officers other than themselves. Neither our CEO nor our Executive Chair participates in deliberations relating to his own compensation. The Compensation Committee designs our executive compensation program to be competitive with those of other companies in the semiconductor or related industries in our market. The Compensation Committee determines appropriate levels of compensation for each executive officer based on their level of responsibility within the organization, performance, and overall contribution. After such determination, the Compensation Committee makes allocations between long-term and short-term as well as the cash and non-cash elements of compensation. Microchip's financial and business objectives, the salaries of executive officers in similar positions with comparable companies and individual performance are considered in making these determinations. To the extent compensation information is reviewed for other companies, it is obtained from published materials such as proxy statements, and information gathered from such companies directly. We do not utilize a specific peer group in our review. In August 2022, the Compensation Committee engaged Compensia as its independent compensation consultant to provide a detailed review of Microchip’s executive compensation relative to the competitive market, including an analysis of executive compensation relative to market data, an analysis of the retention power of outstanding unvested equity awards and to review existing change of control agreements. The competitive data used for such analysis was from Compensia’s proprietary database which includes semiconductor and hardware companies with revenues between $1 billion and $40 billion and a market capitalization greater than $2 billion. Other than the foregoing engagement, Compensia did not provide any other services for us or the Compensation Committee in fiscal 2024 or fiscal 2023. The Compensation Committee evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided. Based on this review, as well as consideration of the factors affecting independence set forth in the listing standards of Nasdaq and the relevant SEC rules, the Compensation Committee has determined that no conflict of interest was raised by Compensia's work and that Compensia met the independence requirements of such rules. The Compensation Committee used the analysis from Compensia described above to assess the overall reasonableness and competitiveness of the compensation packages for our executive officers but exercised its judgment in setting compensation levels and allocating compensation among the various elements of each executive’s total compensation package. The recommendations of Compensia regarding our change of control agreements are reflected in the new form of agreement which was approved in May 2024. Other than the engagement of Compensia described above, we do not engage consultants to assist with executive compensation matters. The executive officer compensation process begins with consideration of Microchip's overall budget for employee compensation. The Compensation Committee considers the budgeted salary data and individual executive officer salary increases are determined with the goal of keeping the executive officer salary increases within the budgeted range for other employees. In setting salaries for executive officers, the Compensation Committee may consider relevant industry data but does not target any overall industry percentage level or average. Microchip's compensation budget is created as part of its annual and quarterly operating plan processes under which business and financial objectives are initially developed by our executive officers, in conjunction with their respective business units, and then discussed with and approved by our CEO. These objectives are then reviewed by our Board and are the overall financial and business objectives on which incentive compensation is based. The Compensation Committee sets the compensation of our Executive Chair and our CEO in the same manner as each of our other executive officers. In particular, the Compensation Committee considers such executive’s level of responsibility, performance, and overall contribution to the results of the organization. The Compensation Committee also considers the compensation of executives of other companies in the semiconductor or related industries in our market. Mr. Sanghi and Mr. Moorthy participate in the same cash incentive, equity incentive and benefit programs as our other executive officers. For example, their compensation is subject to the same performance metrics as our other executive officers under our Management Incentive Compensation Plan ("MICP"). For fiscal 2024, the Compensation Committee reviewed and approved the total compensation package of all of our executive officers, including the elements of compensation discussed below, and determined the amounts to be reasonable and competitive.

  50. Elements of Compensation

    Elements of Compensation Our executive compensation program is currently comprised of four major elements: •annual base salary, •incentive cash bonuses, •equity compensation, and •compensation and employee benefits generally available to all of our employees. The retirement benefits and other benefits offered to our executive officers are largely the same as those we provide to a broad base of employees. While our executive officers' level of participation in our management incentive compensation plans and equity incentive plans is typically higher than for our non-executive employees, based on the officers' level of responsibility and industry experience, the plans in which our executive officers are eligible to participate are very similar to those for many of our other employees. The Compensation Committee reviews each element of compensation separately and total compensation as a whole, other than those benefits which are available to all employees. The Compensation Committee determines the appropriate mix of elements to meet our compensation objectives and to help ensure that we remain competitive with the compensation practices in our industry and market. Although our executive officers are entitled to certain severance and change of control benefits (as described below), the Compensation Committee does not consider such benefits to be elements of compensation for purposes of annual compensation reviews because such benefits may never be paid. Base Salaries. When setting base salaries, we review the business and financial objectives for Microchip as a whole, as well as the objectives for each of the individual executive officers relative to their respective areas of responsibility. In particular, we consider our overall level of net sales and end market demand and the level of net sales and end market demand in our strategic business units, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income per diluted share, adjusted cash flow from operating activities, expected capital expenditures and other financial considerations in setting our budgets for salaries. We also consider the individual performance of our named executive officers including the officer's level of responsibility, performance, overall contribution to the results of the organization, the officer's base salary relative to the salaries of our other officers, salary relative to comparable positions in the industry and market, the officer's overall compensation including incentive cash bonuses and equity compensation and the officer's performance relative to expectations. We do not assign any specific weight to any such factor but consider such factors as a whole for each executive. This review encompasses the objectives for both the immediately preceding fiscal year and the upcoming fiscal year. Based on the foregoing, effective April 3, 2023, the base salary of our President and CEO, Mr. Moorthy was increased by 8% to $693,192. Due to his reduced part-time employment hours, there was a decrease of 26.7% in the base salary of our Executive Chair, Mr. Sanghi from fiscal 2023 to fiscal 2024. Effective April 3, 2023, the base salaries of our other executive officers were increased from 4% to 10%. In connection with other expense reduction actions being taken by our management team in light of adverse business conditions, on February 2, 2024, the Compensation Committee approved a 20% salary cut for our President and CEO, Mr. Moorthy, our Executive Chair, Mr. Sanghi and our other executive staff members (including our other named executive officers, Mr. Simoncic, Mr. Drehobl and Mr. Bjornholt) effective February 19, 2024. In light of the salary reduction program and adverse business conditions, the Compensation Committee has not yet considered any changes in the base salaries for our executives for fiscal 2025. Incentive Cash Bonuses. The Compensation Committee sets performance goals which, if met, result in quarterly payments to our executive officers under the MICP. The Compensation Committee establishes performance goals which it believes are challenging, require a high level of performance and motivate participants to drive stockholder value, but which goals are expected to be achievable in the context of business conditions anticipated at the time the goals are set. When setting the performance goals, the Compensation Committee places more emphasis on the overall expected financial performance of Microchip rather than on the achievement of any one individual goal. The Compensation Committee believes that this focus on the overall payout incentivizes outstanding performance across the corporation and drives the overall financial success of the corporation. In addition to the performance metrics in the MICP, there is a discretionary component which the Compensation Committee uses to help achieve the overall objectives of the program. A portion of the discretionary component of the MICP is tied to the amount of progress achieved on our annual ESG operating plan goals.

  51. Elements of Compensation

    | Performance Metric (1) | Actual Results | | | | | | | | | | Q1 FY24 | | Q2 FY24 | | Q3 FY24 | | Q4 FY24 | | | | Actual | Bonus Payout % | Actual | Bonus Payout % | Actual | Bonus Payout % | Actual | Bonus Payout % | | Sequential net sales growth | 2.50% | 26.67% | (1.50)% | 0.00% | (21.67)% | 0.00% | (24.92)% | 0.00% | | Non-GAAP gross profit percentage | 68.39% | 25.84% | 68.09% | 24.71% | 63.77% | 0.00% | 60.32% | 0.00% | | Non-GAAP operating expenses as a percentage of net sales | 20.31% | 28.45% | 19.97% | 30.15% | 22.54% | 0.00% | 27.42% | 0.00% | | Non-GAAP operating income as a percentage of net sales | 48.08% | 28.95% | 48.12% | 29.05% | 41.24% | 0.00% | 32.89% | 0.00% | | Non-GAAP diluted net income per common share | $1.64 | 15.10% | $1.62 | 14.95% | $1.08 | 0.00% | $0.57 | 0.00% | | Discretionary (non-ESG) | N/A | 69.99% | N/A | 18.54% | N/A | 0.00% | N/A | 0.00% | | Discretionary based on ESG goals | N/A | 5.00% | N/A | 5.00% | N/A | 0.00% | N/A | 0.00% | | MICP Total(2) | N/A | 200.00% | N/A | 122.40% | N/A | 0.00% | N/A | 0.00% |

  52. Elements of Compensation

    (1)During fiscal 2024, all of the elements of our internal performance and executive and employee compensation metrics were based on net sales and non-GAAP operating results. (2)Due to weak business conditions, there was no payout under the MICP for the third and fourth quarters of fiscal 2024. The total amount payable to each executive under the MICP is based on a percentage of the executive's base salary at the beginning of the quarter. The participation percentage for each executive is determined at the beginning of the fiscal year based on the executive's base salary at that time and typically stays at the same level for each quarter of the fiscal year. However, the Compensation Committee may change the participation level of an executive each quarter to reflect changes in the performance or responsibilities of the executive or other factors. The dollar amount of the target bonus for each executive is based on assumed achievement of all performance metrics under the MICP (as disclosed in the tables above) and payment of 20% under the discretionary component of the MICP (as disclosed in the tables above). The aggregate budgeted bonus pool under the various management

  53. Elements of Compensation

    incentive compensation plans is calculated by multiplying each eligible executive officer's bonus target percentage by the executive's base salary. The actual awards under the MICP are based on our actual quarterly financial performance compared to the performance metrics (or such lesser amount as determined in the discretion of our Compensation Committee) and the amount of the discretionary component under the MICP is determined in the discretion of our Compensation Committee (which can be significantly higher or lower than the 20% target). For example, due to our strong financial results, the Compensation Committee approved a discretionary amount significantly above the 20% target for the first quarter of fiscal 2024. However, due to weakening business conditions, the Compensation Committee approved a discretionary amount below the 20% target for the second quarter of fiscal 2024 and there was no payout at all under the MICP for the third and fourth quarters of fiscal 2024. The actual awards are calculated by multiplying the overall award percentage payout for the quarter by the applicable percentage of the executive's salary at the end of the fiscal quarter that the award relates to. Thus, if an executive's salary or participation percentage changes during the year, up or down, this would affect the executive's actual bonus payment during the fiscal year. For fiscal 2024, the specific total bonus percentages under the MICP for each of our named executive officers were as follows: for Mr. Moorthy it was 165% of his salary; for Mr. Sanghi it was 120% of his salary; for Mr. Simoncic it was 56% of his salary; for Mr. Drehobl it was 46% of his salary; and for Mr. Bjornholt it was 44% of his salary. The bonus percentage for our CEO, Mr. Moorthy was increased from 150% of his base salary to 165% of his base salary in fiscal 2024 compared to fiscal 2023. There was no change in the bonus percentage for our Executive Chair, Mr. Sanghi from fiscal 2024 to fiscal 2023. The bonus percentages for our executives, other than our Executive Chair and our CEO, increased from 0 to 10 percentage points for fiscal 2024 compared to fiscal 2023. In light of the salary reduction program and adverse business conditions, the Compensation Committee has not yet considered any changes in the bonus percentages for our executives for fiscal 2025. As indicated in the above table, for the first quarter of fiscal 2024, 20% of the quarterly MICP target was based on Microchip achieving sequential net sales growth of 1.5%. Accordingly, if Microchip's sequential net sales growth for the first quarter was 1.5%, then each executive would be paid the corresponding 20% of the MICP target bonus amount for that quarter. The net sales performance metric doubles if growth exceeds the 1.5% target by 3 percentage points, which would require 4.5% sales growth. The net sales performance metric goes to zero if growth is below the 1.5% target by 3 percentage points, which would require -1.5% sales growth. If Microchip's sequential net sales growth for the first quarter was 0.75%, then each executive would be paid a corresponding 15% of the target bonus amount for that quarter and if Microchip's sequential net sales growth for the first quarter was 3%, then each executive would be paid a corresponding 30.0% of the target bonus amount for that quarter. A similar methodology with a different set of ranges is applied each quarter to each of the performance metrics listed in the above table. As set forth in the above tables and the footnotes to the tables, during fiscal 2024, our CEO and our other executive officers received cash bonuses under the MICP. Applying the award percentages to each named executive officer's participation level in the plans, for fiscal 2024, the total bonus payments under the MICP for our named executive officers, other than Mr. Moorthy, ranged from $117,118 to $446,389. In fiscal 2024, Mr. Moorthy earned an aggregate MICP bonus payment of $921,876. Please see footnote 4 to the "Summary Compensation Table" on page 65 of this Proxy Statement which sets forth the actual amount of the MICP awards for each named executive officer for fiscal 2024. The differences in the levels of compensation under these programs for the various executive officers are based upon their relative contribution, performance, experience, and responsibility level within the organization. Equity Compensation. Equity compensation, such as RSUs, constitutes a significant portion of our incentive compensation program because we believe that executive officers and key employees should hold a long-term equity stake in Microchip to align their interests with the interests of our stockholders. Accordingly, in fiscal 2024, equity grants in the form of RSUs were a significant portion of our executive officers' total compensation package. We typically make equity compensation grants to executive officers and key employees in connection with their initial employment, and we also typically make quarterly evergreen grants of equity to incentivize employees on a continuing basis as their initial equity awards vest. In setting the amount of the equity compensation grants, the estimated value of the grants is considered, as well as the intrinsic value of the outstanding equity compensation held by the executive officer. In setting these amounts and any performance goals, the Compensation Committee uses its judgment after considering the effect of the overall RSU amounts and the percentage of RSUs granted to executive officers in connection with the overall financial results and performance of Microchip. Beginning with the evergreen grants of RSUs for the fourth quarter of fiscal 2020, 50% of the evergreen awards have been subject to performance vesting, and since October 2021, the performance vesting has been based on our non-GAAP operating income as a percentage of net sales over a period of twelve quarters. The performance goal was used with respect to 50% of the evergreen RSU grants ("PSUs") and the other 50% of the RSU grants are subject to time-based vesting and will only vest subject to the continued service of the officer on the vesting date which is approximately four years from the grant date. Under this performance-based criteria, Mr. Moorthy was granted 42,622 PSUs and our other executive offers were granted from 9,395 PSUs to 13,838 PSUs for fiscal 2024, and each executive was also granted time-based RSUs in an amount equal to the number of PSUs granted to such executive.

  54. Elements of Compensation

    Grants of RSUs in fiscal 2024 typically were scheduled to vest approximately four years from the grant date. RSUs do not have a purchase price and therefore have immediate value to recipients upon vesting. On March 31, 2024, approximately 67% of our employees worldwide were eligible to receive RSUs under our 2004 Equity Incentive Plan. For more than ten years, RSUs have been the principal equity compensation vehicle for Microchip executive officers and key employees. Grants of RSUs may also be made in connection with promotions, other changes in responsibilities or in recognition of other individual or Microchip developments or achievements. In granting equity compensation awards to executive officers, we consider numerous factors, including: •the individual's position, experience, and responsibilities, •the individual's future potential to influence our mid- and long-term growth, •the vesting schedule of the awards, and •the number and value of awards previously granted. We do not separately target the equity element of our executive officer compensation programs at a specific percentage of overall compensation. However, overall total compensation is structured to be competitive so that we can attract and retain executive officers. In setting equity award levels, we also take into consideration the impact of the equity-based awards on the dilution of our stockholders' ownership interests in our common stock. As a result of Microchip’s share repurchase program activity in fiscal 2024, the impact of ownership dilution from equity-based awards was more than offset by the number of shares of common stock repurchased. The Compensation Committee grants RSUs to executive officers and current employees on a quarterly basis in an attempt to more evenly record stock-based compensation expense. Grants of RSUs to new employees (other than executives) are made once per month by the Employee Committee at a meeting of such committee. The Employee Committee was appointed by our Board and our Compensation Committee and is comprised of our Executive Chair, our President and CEO, and our Senior Vice President of Global Human Resources. Grants of RSUs to any new executive officer would be made at the first meeting of the Compensation Committee following the election of such officer. Microchip does not have any program, plan or practice to time grants of RSUs in coordination with the release of material non-public information. Microchip does not time, nor do we plan to time, the release of material non-public information for the purposes of affecting the value of executive compensation. See the table under "Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024" at page 67 for information regarding RSUs granted during fiscal 2024 to our named executive officers.

  55. Elements of Compensation

    Stock Ownership Guidelines for Key Employees and Directors. To help ensure alignment of the interests of our management and our Board with those of our stockholders, we have put in place a stock holding policy that applies to each member of our management and Board. This policy was proposed by our Nominating, Governance, and Sustainability Committee and ratified by our Board. The table below summarizes the specified minimum level of ownership of our stock, in an amount at least equal to the lower of the dollar value or minimum number of shares, that our directors and executive officers must hold during their tenure in their respective office or position. They must meet the ownership threshold ratably over the first four years of their appointment or promotion, and then maintain this ownership threshold for the remainder of their tenure in the position. During fiscal 2024, all of our executive officers and directors were in compliance with the terms of the policy.

  56. Elements of Compensation

    401(k). We maintain a 401(k) plan for the benefit of all of our U.S. employees to allow our employees to save for retirement. We contribute to our 401(k) plan each year based on our profitability during the year, subject to maximum contributions and other rules prescribed by federal law governing such plans. Our named executive officers are permitted to participate in the plans to the same extent as our other U.S. employees. Our Compensation Committee approved discretionary matching contributions for the first, second, third and fourth quarter of fiscal 2024 equal to $0.65, $0.50, $0.25 and $0.25 for each dollar contributed by the employee for the first 6% of their salary contributions. Employee Cash Bonus Plan. All of our employees worldwide participate in our Employee Cash Bonus Plan ("ECBP"). The ECBP is a discretionary bonus plan designed to allow our full-time employees, not just our executive officers, to share in the success of the company. The target bonus under the ECBP is 2.5 days of base salary per quarter, or on an annual basis, two weeks of annual base salary which may be granted by the Compensation Committee if certain Microchip operating profitability objectives are achieved. Under the ECBP, the Compensation Committee can set the eligibility requirements and targets and has discretion to pay more or less than the stated target. Other eligibility terms also apply, such as an attendance requirement and a performance requirement. The payout under the ECBP is approved by the Compensation Committee based on our actual quarterly operating results. For the first and second quarters of fiscal 2024, bonus awards were paid out to executives and other employees who participate in such plan at 200% and 120% of target, respectively. Due to adverse business conditions, there was no bonus paid for the third and fourth quarters of fiscal 2024. Under the ECBP, for fiscal 2024, our named executive officers other than our CEO received total payments ranging from $10,161 to $14,209 and, Mr. Moorthy received $21,329. Vacation and Paid Time-Off Benefits. We provide vacation and other paid holidays to all of our employees, including our named executive officers. We believe our vacation and holidays are comparable to others in the industry. Non-Qualified Deferred Compensation Plan. We maintain a non-qualified deferred compensation plan for certain employees, including our named executive officers, who receive compensation in excess of the 401(k) contribution limits imposed under the Internal Revenue Code and desire to defer more compensation than they would otherwise be permitted under a tax-qualified retirement plan, such as our 401(k) plan. Microchip does not make contributions to this non-qualified deferred compensation plan. This plan allows our executive officers to make pre-tax contributions to this plan which would be fully taxed to the executive officers after the executive officer's termination of employment with Microchip. We do not have pension plans or other retirement plans for our named executive officers or our other U.S. employees. Employment Contracts, Termination of Employment and Change of Control Arrangements. Fiscal 2024 Change of Control Severance Agreements We do not have employment contracts with our Executive Chair, CEO, CFO or any of our executive officers, nor agreements to pay severance on involuntary termination (other than as stated in the change of control agreements described below, including the new form of agreement approved in fiscal 2025) or upon retirement. Our CEO, our Executive Chair, our CFO, and our other executive officers have entered into change of control agreements with us and the terms of the agreements that were in place at March 31, 2024, the last business day of our last completed fiscal year, are described below. The change of control agreements were designed to help ensure the continued services of our key executive officers in the event that a change of control of the company is effected, and to assist our key executive officers in transitioning from Microchip if, as a result of a change of control, they lose their positions. We believe that the benefits provided by these agreements help to ensure that our management team will be incentivized to remain employed with Microchip during a change of control. Capitalized terms used herein and not defined shall have the meanings set forth in the change of control agreements. Additionally, our 2004 Equity Incentive Plan has a change of control provision which provides that any successor company shall assume each outstanding award or provide an equivalent substitute award; however, if the successor fails to do so, vesting of awards shall accelerate. The Compensation Committee considered prevalent market practices in determining the severance amounts and the basis for selecting the events triggering payment in the agreements. With respect to our Executive Chair and CFO, if the executive officer's employment terminates for reasons other than Cause within the Change of Control Period, the executive officer will be entitled to receive severance benefits consisting of the following primary components:

  57. Elements of Compensation

    •a one-time payment of the executive's base salary in effect immediately prior to the Change of Control or termination date, whichever is greater, for the following periods: (1) in the case of the Executive Chair, two years; (2) in the case of the CFO, one year; •a one-time payment of the executive's bonuses for which the executive was or would have been eligible in the year in which the Change of Control occurred or for the year in which termination occurred, whichever is greater, for the following periods: (1) in the case of the Executive Chair, two years; (2) in the case of the CFO, one year; •a continuation of medical and dental benefits (subject to any required employee contributions) for the following periods: (1) in the case of the Executive Chair, two years; (2) in the case of the CFO, one year; provided in each case that such benefits would cease sooner if and when the executive officer becomes covered by the plans of another employer; and •a payment to cover any excise tax that may be due under Section 4999 of the Code, if the payments provided for in the change of control agreement constitute "parachute payments" under Section 280G of the Code and the value of such payments is more than three times the executive officer's "base amount" as defined by Section 280G(b)(3) of the Code. With respect to our Executive Chair and the CFO, immediately prior to a Change of Control (regardless of whether the executive officer's employment terminates), all equity compensation held by the executive officer shall become fully vested. With respect to our CEO and executive officers other than the Executive Chair and the CFO, if the executive officer terminates his or her employment for Good Reason, or the executive's employment is terminated for reasons other than Cause within the Change of Control Period, the executive officer will be entitled to receive severance benefits consisting of the following primary components: •a one-time payment of the executive's base salary in effect immediately prior to the Change of Control or termination date, whichever is greater, for one year; •a one-time payment of the bonuses for which the executive was or would have been eligible in the year in which the Change of Control occurred or for the year in which termination occurred, whichever is greater, for one year; •a continuation of medical and dental benefits (subject to any required employee contributions) for one year (provided in each case that such benefits would cease sooner if and when the executive officer becomes covered by the plans of another employer); and •a payment to cover any excise tax that may be due under Section 4999 of the Code, if the payments provided for in the change of control agreement constitute "parachute payments" under Section 280G of the Code and the value of such payments is more than three times the executive officer's "base amount" as defined by Section 280G(b)(3) of the Code. With respect to our CEO and executive officers other than the Executive Chair and CFO, immediately upon termination during the Change of Control Period other than for Cause, all equity compensation held by the executive officer shall become fully vested. The following table sets forth the aggregate dollar value of payments, to the extent calculable, in the event of a termination of a named executive officer on March 31, 2024, the last business day of our last completed fiscal year.

  58. Elements of Compensation

    | Name | Salary $ | Bonus $ | Equity Compensation Due to Accelerated Vesting $(1) | Tax Gross-up on Change of Control $(2) | Continuation of Certain Benefits (3) | | Ganesh Moorthy, President and CEO (4) | 554,554 | 936,343 | 39,712,904 | 10,605,600 | 1 year | | Steve Sanghi, Executive Chair (5) | 567,373 | 702,669 | 24,955,041 | — | 2 years | | Richard Simoncic, Chief Operating Officer (4) | 280,918 | 168,118 | 9,645,504 | — | 1 year | | Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units (4) | 277,918 | 138,531 | 12,107,793 | — | 1 year | | J. Eric Bjornholt, Senior VP and CFO (4) | 264,195 | 126,407 | 9,851,715 | — | 1 year |

  59. Elements of Compensation

    (1)Value represents the gain that our named executive officers would receive, calculated as the amount of unvested RSUs and PSUs multiplied by our stock price on March 31, 2024.

  60. Elements of Compensation

    (2)This payment covers any excise tax that may be payable under Section 4999 of the Code if the payments provided for under the change of control agreement constitute "parachute payments" under Section 280G of the Code and the value of the payments is more than three times the executive officer's "base amount" as defined by Section 280G(b)(3) of the Code. (3)Benefits continued under the change of control agreements are limited to company-paid medical, dental, vision and life insurance coverage at the same level of coverage the executive was provided immediately prior to termination of employment with Microchip. Amounts are not determinable at this time and are dependent on each executive officer's individual circumstances. (4)The change of control payment includes an amount equal to one times the annual salary of the executive plus a bonus equal to the targeted annual amounts payable to such executive under our MICP and our ECBP. (5)The change of control payment includes an amount equal to two times the annual salary of the executive plus a bonus equal to two times the targeted annual amount payable to such executive under our MICP and our ECBP. Approval of Revised Form of Change of Control Severance Agreement After considering the recommendations of Compensia and upon the recommendation of our Compensation Committee, on May 21, 2024, our Board of Directors approved a revised form of Change of Control Severance Agreement (the "Severance Agreement") and we entered into such an agreement with Mr. Moorthy, Mr. Simoncic and Mr. Bjornholt on June 10, 2024. The Severance Agreement provides that following the termination of employment under certain conditions (as described below) within the period beginning three months prior to a change of control of the company and ending on the two-year anniversary of the change of control (the "change of control period"), the executive’s employment is terminated by the company other than for "cause," death or disability, or the executive resigns for "good reason," then the executive will be entitled to receive: •a lump sum payment equal to 24 months for Mr. Moorthy and 18 months for Messrs. Simoncic and Bjornholt of his then-current annual base salary; •a lump sum payment equal to two hundred percent (200%) for Mr. Moorthy and one hundred and fifty percent (150%) for Messrs. Simoncic and Bjornholt of the employee’s highest annual incentive compensation amount paid during any of the preceding three full plan years; •a lump sum payment representing the cost of COBRA premiums for medical, vision and dental coverage for the employee and employee’s eligible dependents for 24 months for Mr. Moorthy and 18 months for Messrs. Simoncic and Bjornholt; and •accelerated vesting as to one hundred percent (100%) of the employee’s outstanding equity awards subject to service-based vesting and accelerated vesting of outstanding equity awards subject to performance-based vesting criteria at the greater of target performance or the amount provided under the terms of the individual award agreement. The Severance Agreement conditions receipt of the severance payments and benefits under the agreement on the executive entering into a release of claims in favor of the company. The Severance Agreement supersedes and replaces the terms of the existing change in control severance agreements with Mr. Moorthy, Mr. Simoncic and Mr. Bjornholt. The Severance Agreement effects certain changes to the prior change of control agreements for such executives including, for each such executive, the elimination of the payment to cover excise taxes under Section 4999 of the Internal Revenue Code if the payments provided in the change of control agreement result in "parachute payments" under Section 280G of the Internal Revenue Code and, for Mr. Bjornholt, the elimination of single-trigger vesting of all equity compensation upon a change of control. Under the new Severance Agreement, if any payment or benefit that the employee received would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the payments will be either delivered in full, or delivered as to such lesser extent that would result in no portion of the payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the employee's receipt, on an after-tax basis, of the greatest amount of payments, notwithstanding that all or some of the payments may be subject to the Excise Tax. If a reduction in payments is made in accordance with the immediately preceding sentence, the reduction of payments will be made in the following order: (A) reduction of cash payments in reverse chronological order; (B) cancellation of equity awards that were granted "contingent on a change in ownership or control"; (C) reduction of the accelerated vesting of equity awards in reverse order of date of grant of the equity awards; and (D) reduction of employee benefits in reverse chronological order. For informational purposes, the following table sets forth the estimated aggregate dollar value of what the payments would have been under the new change of Severance Agreements had such agreements been in place prior to the end of fiscal 2024. The

  61. Elements of Compensation

    | Name | Salary $ | Bonus $ | Equity Compensation Due to Accelerated Vesting $(1) | Benefits $(2) | | Ganesh Moorthy, President and CEO (3) | 1,109,108 | 5,807,452 | 39,712,904 | 44,852 | | Richard Simoncic, Chief Operating Officer (4)(5) | 292,580 | 703,427 | 9,645,504 | 32,630 | | J. Eric Bjornholt, Senior VP and CFO (4)(5) | — | 490,825 | 9,851,715 | 27,035 |

  62. Elements of Compensation

    (1)Value represents the gain that our named executive officers would receive, calculated as the amount of unvested RSUs and PSUs multiplied by our stock price on March 31, 2024. (2)The change in control payment includes an amount representing the cost of COBRA premiums for medical, vision and dental coverage for the employee and employee’s eligible dependents for 24 months for Mr. Moorthy and 18 months for Messrs. Simoncic and Bjornholt. (3)The change of control payment includes an amount equal to 24 months of the annual base salary of the executive plus a bonus equal to two hundred percent (200%) of the highest annual incentive compensation amount paid during any of the preceding three full plan years. (4)The change of control payment includes an amount equal to 18 months of the annual base salary of the executive plus a bonus equal to one hundred and fifty percent (150%) the highest annual incentive compensation amount paid during any of the preceding three full plan years. (5)These amounts are adjusted to reflect the reduction in payments under the Severance Agreements as described on page 57. Specifically, salary would be reduced by $128,797 and $396,293 for Messrs. Simoncic and Bjornholt, respectively and bonus would be reduced by $132,712 for Mr. Bjornholt. Performance-Based Compensation and Financial Restatement In October 2023, we adopted a compensation recovery ("clawback") policy in compliance with Nasdaq listing standards. Under our policy, we would recover certain incentive-based compensation received by our executive officers as a result of achieving financial performance goals that are not met under restated financial results. To date, Microchip has not experienced a financial restatement.

  63. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our "median employee" and that of our CEO, Ganesh Moorthy. We believe the pay ratio information provided below is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure rules. However, because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, this pay ratio disclosure may not be comparable to the pay ratio reported by other companies. We are a global company with more than 69% of our employees located outside the U.S. and we have significant manufacturing operations. As a result, our employee population is different than that of many other companies. Our median employee works in the U.S. as a full-time Production Specialist, which is a non-technology position. As of fiscal year-end, we had 22,300 worldwide employees, and approximately 92% of our U.S. employees' total direct compensation exceeded our median employee's total direct compensation. For fiscal 2024, our last completed fiscal year: •The annual total compensation of our CEO, as reported in the "Summary Compensation Table" presented on page 65 of this proxy statement, was $9,866,411. •The estimated median of the annual total compensation of all our worldwide employees, excluding our CEO, was $47,793. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of worldwide employees was 206 to 1. •The estimated median of the annual total compensation of all our U.S. based employees, excluding our CEO, was $101,104. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of U.S.-based employees was 98 to 1. To identify the median of the annual total compensation of all of our worldwide employees, as well as to determine the annual total compensation of the "worldwide median employee," the methodology and the material assumptions, adjustments, and estimates that we used were as follows: •We selected January 1, 2024 as the date upon which we identified the median employee. We compiled a list of all full-time, part-time, temporary and seasonal employees who were employed on that date, including employees working both within and outside of the U.S. •We identified the "worldwide median employee" by taking all employees on this list (including international employees, but excluding the CEO), and ranking them based on a consistently applied compensation measure that incorporated the adjusted gross wages paid over the twelve-month period preceding the determination date (including the grant date value of equity, as opposed to realized equity values). We converted pay for international employees to U.S. Dollars using the exchange rates on January 1, 2024, and we annualized the pay for full and part time employees who were hired during the period. •After identifying a representative "worldwide median employee," we identified and calculated the elements of such employee's compensation for fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. •With respect to the annual total compensation for our CEO, we used the amount reported in the "Total" column of our 2024 "Summary Compensation Table". To identify the median of the annual total compensation of our employees located within the U.S., as well as to determine the annual total compensation of the "U.S.-based median employee," we followed the same methodology outlined above.

  64. CEO PAY RATIO DISCLOSURE

    | 2024 Proxy Statement | 60 | |

  65. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and does not necessarily reflect the value of compensation actually realized by the named executive officers (NEOs) or how the Compensation Committee evaluates compensation decisions. Amounts included as "compensation actually paid" do not represent the value of cash compensation and equity awards actually received by the NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in the "fair value" of unvested equity-based awards. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 47. The following table shows the information for the past four fiscal years of: (i) the Summary Compensation Table total compensation (see page 65) for our principal executive officer(s) (PEOs) and, on an average basis, our Non-PEO NEOs, (ii) the "compensation actually paid" to our PEO(s) and, on an average basis, our Non-PEO NEOs (in each case, as determined in accordance with SEC rules), (iii) our total shareholder return, (iv) our peer group total shareholder return, (v) our net income, and (vi) our non-GAAP operating income.

  66. PAY VERSUS PERFORMANCE

    | Pay Versus Performance Table | | | | | | | | | | | | Year | Summary Compensation Table Total | | | Compensation Actually Paid (1)(2) | | | Value of initial fixed $100 investment based on: | | GAAP Net income (in millions) $ | Non-GAAP Operating Income (in millions) $(7)* | | | PEO Ganesh Moorthy $(3)(4) | PEO Steve Sanghi $(3) | Non-PEO NEOs $(3) | PEO Ganesh Moorthy $(3)(4) | PEO Steve Sanghi $(3) | Non-PEO NEOs $(3) | TSR $(5) | Peer group TSR $(6) | | | | 2024 | 9,866,411 | | 2,826,338 | 9,039,215 | | 2,509,339 | 281.73 | 342.64 | 1,906.9 | 3,349.2 | | 2023 | 12,276,315 | | 4,470,204 | 18,075,158 | | 6,952,662 | 257.73 | 223.07 | 2,237.7 | 3,959.8 | | 2022 | 12,759,667 | | 3,861,570 | 9,925,324 | | 1,781,607 | 227.23 | 233.18 | 1,285.5 | 2,965.3 | | 2021 | 3,891,467 | 9,289,912 | 1,565,347 | 17,506,955 | 38,326,570 | 6,600,301 | 231.89 | 209.98 | 349.4 | 2,154.1 |

  67. PAY VERSUS PERFORMANCE

    * Refer to the reconciliation of these non-GAAP operating results to the comparable GAAP financial measure in Appendix A beginning on page 82 of this proxy statement. (1)The dollar amounts reported represent the amount of "compensation actually paid," as calculated in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our executives during the applicable year. In accordance with SEC rules, certain adjustments were made to the "Summary Compensation Table" total compensation to determine the amount of "compensation actually paid," including adding (i) the year-end fair value of equity awards granted during the reported year, and (ii) the change in the fair value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. For purposes of calculating "compensation actually paid," the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the "Summary Compensation Table" (see page 65 for additional information).

  68. PAY VERSUS PERFORMANCE

    | 2024 Proxy Statement | 61 | |

  69. PAY VERSUS PERFORMANCE

    (2)The following table shows the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our PEO(s) and the average Compensation Actually Paid to our Non-PEO NEOs for each of the required fiscal years.

  70. PAY VERSUS PERFORMANCE

    | Adjustments to Reported Summary Compensation Table Total for PEO and Non-PEO Named Executive Officers | 2024 | | 2023 | | 2022 | | 2021 | | | | | PEO Ganesh Moorthy $ | Non-PEO NEOs $ | PEO Ganesh Moorthy $ | Non-PEO NEOs $ | PEO Ganesh Moorthy $ | Non-PEO NEOs $ | PEO Steve Sanghi $ | PEO Ganesh Moorthy $ | Non-PEO NEOs | | Summary Compensation Table Total | 9,866,411 | 2,826,338 | 12,276,315 | 4,470,204 | 12,759,667 | 3,861,570 | 9,289,912 | 3,891,467 | 1,565,347 | | Grant date fair value of equity awards reported in summary compensation table | (8,229,378) | (2,237,589) | (8,714,501) | (3,305,357) | (10,538,056) | (2,951,513) | (7,384,078) | (3,170,379) | (1,200,869) | | Year-end fair value of awards granted during the year which were unvested at year-end | 7,973,873 | 2,105,737 | 11,547,993 | 4,376,401 | 10,038,862 | 2,754,243 | 11,009,092 | 4,747,577 | 1,798,949 | | Year-over-year change in fair value of outstanding and unvested awards | (314,990) | (6,220) | 2,933,878 | 1,389,363 | (1,396,136) | (1,126,361) | 19,162,790 | 9,156,007 | 3,365,905 | | Year-over-year change in fair value of awards granted in prior years which vested during the year | (188,324) | (152,019) | 122,240 | 95,375 | (83,697) | (67,010) | 6,248,855 | 2,882,283 | 1,070,969 | | Value as of prior year-end for awards forfeited during the year | (68,377) | (26,908) | (90,767) | (73,324) | (855,316) | (689,322) | — | — | — | | Total Adjustments | (827,196) | (316,999) | 5,798,843 | 2,482,458 | (2,834,343) | (2,079,963) | 29,036,658 | 13,615,488 | 5,034,954 | | Compensation Actually Paid | 9,039,215 | 2,509,339 | 18,075,158 | 6,952,662 | 9,925,324 | 1,781,607 | 38,326,570 | 17,506,955 | 6,600,301 |

  71. PAY VERSUS PERFORMANCE

    (3)The following table shows the PEO(s) and Non-PEO NEOs for each of the past four fiscal years:

  72. PAY VERSUS PERFORMANCE

    | Year | PEO(s) | Non-PEO NEOs | | 2024 | Ganesh Moorthy | Steve Sanghi, Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt | | 2023 | Ganesh Moorthy | Steve Sanghi, Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt | | 2022 | Ganesh Moorthy | Steve Sanghi, Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt | | 2021 | Steve Sanghi, Ganesh Moorthy (4) | Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt |

  73. PAY VERSUS PERFORMANCE

    (4)Effective March 1, 2021, Mr. Sanghi transitioned from PEO and Chair of the Board of Directors to an Executive Chair role, and Mr. Moorthy was appointed as PEO and continued to serve as President. (5)Pursuant to SEC rules, the Microchip TSR and Peer Group TSR are determined based on the value of an initial fixed investment of $100 on March 31, 2020 through the end of the listed fiscal year. (6)Our peer group is comprised of the component companies of the PHLX Semiconductor Index (the "Peer Index") for each applicable fiscal year. (7)Our Company-Selected Measure, as required by Item 402(v) of Regulation S-K, is non-GAAP operating income, which, in our assessment, represents the most important financial performance measure linking fiscal 2024 NEO compensation actually paid to company performance.

  74. PAY VERSUS PERFORMANCE

    | 2024 Proxy Statement | 62 | |

  75. Fiscal 2024 Performance Measures

    Fiscal 2024 Performance Measures In accordance with SEC rules, the following table lists the financial performance measures that, in our assessment, represent the unranked, but most important financial performance measures used to link "compensation actually paid" to our NEOs to company performance for fiscal 2024, as further described in our Compensation Discussion and Analysis within the sections titled "Elements of Compensation - Base Salary" and "Elements of Compensation - Equity Compensation" (see page 50).

  76. Fiscal 2024 Performance Measures

    | Important Financial Performance Measures | | Net Sales | | Gross Profit Percentage (Non-GAAP) | | Operating Expenses (Non-GAAP) | | Operating Income (Non-GAAP) | | Diluted Net Income Per Common Share (Non-GAAP) | | Cash Flow from Operating Activities |

  77. Relationship Between "Compensation Actually Paid" and Performance Measures

    Relationship Between "Compensation Actually Paid" and Performance Measures In accordance with SEC rules, the chart below illustrates how "compensation actually paid" (CAP) to our NEOs aligns with our financial performance as measured by our total shareholder return, and our peer group total shareholder return.

  78. Relationship Between "Compensation Actually Paid" and Performance Measures

    | 2024 Proxy Statement | 63 | |

  79. Relationship Between "Compensation Actually Paid" and Performance Measures

    In accordance with SEC rules, the chart below illustrates how "compensation actually paid" (CAP) to our NEOs aligns with our GAAP net income, and our non-GAAP operating income, which is the company selected measure.

  80. Relationship Between "Compensation Actually Paid" and Performance Measures

    | 2024 Proxy Statement | 64 | |

  81. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table lists the annual compensation for our President and CEO, our CFO and our three other most highly compensated executive officers (referred to as the "named executive officers") earned in the last three fiscal years:

  82. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Ganesh Moorthy, President and CEO | 2024 | 680,723 | 21,329 | 8,229,378 | 921,876 | 13,105 | 9,866,411 | | | 2023 | 643,126 | 75,599 | 8,714,501 | 2,828,128 | 14,961 | 12,276,315 | | | 2022 | 565,862 | 46,006 | 10,538,056 | 1,595,494 | 14,249 | 12,759,667 | | Steve Sanghi, Executive Chair | 2024 | 398,678 | 14,209 | 2,921,906 | 446,389 | 15,732 | 3,796,914 | | | 2023 | 484,886 | 54,633 | 6,374,625 | 1,704,538 | 21,813 | 8,640,495 | | | 2022 | 484,882 | 38,126 | 3,735,961 | 1,269,336 | 18,272 | 5,546,577 | | Richard Simoncic,(6) Chief Operating Officer | 2024 | 344,798 | 10,804 | 2,107,332 | 158,494 | 11,683 | 2,633,111 | | | 2023 | 319,862 | 37,599 | 2,126,398 | 431,352 | 15,497 | 2,930,708 | | | 2022 | 289,384 | 23,799 | 2,312,929 | 263,595 | 11,968 | 2,901,675 | | Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units | 2024 | 341,216 | 10,689 | 2,107,332 | 128,801 | 12,176 | 2,600,214 | | | 2023 | 334,797 | 39,184 | 2,594,008 | 451,366 | 17,265 | 3,436,620 | | | 2022 | 314,481 | 26,212 | 3,201,643 | 315,250 | 14,023 | 3,871,609 | | J. Eric Bjornholt, Senior VP and CFO | 2024 | 324,351 | 10,161 | 1,813,786 | 117,118 | 9,696 | 2,275,112 | | | 2023 | 315,212 | 36,894 | 2,126,398 | 378,797 | 15,692 | 2,872,993 | | | 2022 | 293,338 | 24,449 | 2,555,519 | 241,667 | 11,445 | 3,126,418 |

  83. SUMMARY COMPENSATION TABLE

    (1)Represents the base salary earned by each executive officer in the specified fiscal year. (2)Represents bonuses earned by each executive officer in the specified fiscal year under our ECBP. (3)Represents the aggregate grant date fair value of awards of RSUs and PSUs made in the specified fiscal year computed in accordance with ASC 718 Compensation - Stock Compensation. For information on the valuation assumptions made with respect to the grants of RSUs and PSUs in fiscal 2024, please refer to Note 13, "Share-Based Compensation" to Microchip's audited financial statements for the fiscal year ended March 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on May 25, 2024. The terms of the awards for performance-based RSU awards granted also provide for achievement of up to 200% of the target amount ("maximum"). At maximum, the 2024 PSUs would pay out to the applicable NEOs as follows: Mr. Moorthy: $6,596,959, Mr. Sanghi: $2,196,983, Mr. Simoncic: $1,689,408, Mr. Drehobl: $1,689,408 and Mr. Bjornholt: $1,454,153. (4)Represents the aggregate amount of cash bonuses earned by each executive officer in the specified fiscal year under our MICP. In fiscal 2022, a portion of the amounts earned under the MICP, were paid in RSUs and not in cash. Such RSUs are not included in the "Non-Equity Incentive Plan Compensation" column in the above table; however, all of such RSU grants made during fiscal 2022 are included in the Stock Awards column in the above table and such outstanding RSUs are also included in the "Outstanding Equity Awards at 2024 Fiscal Year End" table.

  84. SUMMARY COMPENSATION TABLE

    | 2024 Proxy Statement | 65 | |

  85. SUMMARY COMPENSATION TABLE

    (5)Consists of company-matching contributions under our 401(k) retirement savings plan and the full dollar value of premiums paid by Microchip for life insurance for the benefit of the named executive officer in the amounts shown below:

  86. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | 401(k) ($) | Life Insurance ($) | | Ganesh Moorthy, President and CEO | 2024 | 7,994 | 5,111 | | | 2023 | 10,575 | 4,386 | | | 2022 | 10,025 | 4,224 | | Steve Sanghi, Executive Chair | 2024 | 8,214 | 7,518 | | | 2023 | 14,006 | 7,807 | | | 2022 | 10,754 | 7,518 | | Richard Simoncic, Chief Operating Officer | 2024 | 7,459 | 4,224 | | | 2023 | 12,233 | 3,264 | | | 2022 | 9,419 | 2,549 | | Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units | 2024 | 7,952 | 4,224 | | | 2023 | 12,888 | 4,377 | | | 2022 | 10,074 | 3,949 | | J. Eric Bjornholt, Senior VP and CFO | 2024 | 7,810 | 1,886 | | | 2023 | 13,841 | 1,851 | | | 2022 | 9,793 | 1,652 |

  87. SUMMARY COMPENSATION TABLE

    (6)Mr. Simoncic was promoted from Executive VP, Analog Power and Interface Business Unit to Chief Operating Officer effective April 1, 2024.

  88. SUMMARY COMPENSATION TABLE

    | 2024 Proxy Statement | 66 | |

  89. Grants of Plan-Based Awards During Fiscal 2024

    Grants of Plan-Based Awards During Fiscal 2024 The following table sets forth information with respect to our MICP and our ECBP, as well as RSUs and PSUs granted to our named executive officers under our 2004 Equity Incentive Plan, including the grant date fair value of the RSUs and PSUs. Amounts listed in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" column are annual targets based on the salaries of the named executive officers at the end of fiscal 2024. Actual payments for our bonus plans in fiscal 2024 are reflected in the "Summary Compensation Table" above. Equity awards in the table below were granted in fiscal 2024.

  90. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  91. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion Based on the data in the "Summary Compensation Table," the level of salary, bonus, non-equity incentive plan compensation, and other compensation in proportion to total compensation ranged from approximately 16.6% to 23.0% for our named executive officers in fiscal 2024. See the "Executive Compensation - Compensation Discussion and Analysis" section of this proxy statement for further discussion of overall compensation and how compensation is determined. We do not have employment contracts with our named executive officers, nor agreements to pay severance on involuntary termination (other than as stated in the change of control agreements discussed above under the heading "Employment Contracts, Termination of Employment and Change of Control Arrangements") or retirement. For a discussion of the material terms of the awards listed in the "Grants of Plan-Based Awards Table for Fiscal Year Ended March 31, 2024," see our discussion of the equity awards and incentive cash bonuses in the "Executive Compensation - Compensation Discussion and Analysis" section of this proxy statement under the headings "Incentive Cash Bonuses," "Equity Compensation," and "Employee Cash Bonus Plan." Microchip has not made any material modifications to any equity-based awards during the last fiscal year.

  92. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 69 | |

  93. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | | | | | | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Ganesh Moorthy, President and CEO | | | 5,080(2) | 455,727 | | | | | 4,680(3) | 419,843 | | | | | 12,808(4) | 1,149,006 | | | | | 5,080(5) | 455,727 | | | | | 11,114(6) | 997,037 | | | | | 4,680(7) | 419,843 | | | | | 14,572(8) | 1,307,254 | | | | | 51,232(9) | 4,596,023 | | | | | 19,194(10) | 1,721,894 | | | | | 25,398(11) | 2,278,455 | | | | | 23,400(12) | 2,099,214 | | | | | 21,602(13) | 1,937,915 | | | | | 20,204(14) | 1,812,501 | | | | | 11,399(15) | 1,022,604 | | | | | —(16) | — | | | | | 13,244(17) | 1,188,119 | | | 3,052(18) | 273,795 | | | | | 5,671(19) | 508,745 | | | | | 4,239(20) | 380,281 | | | | | 5,242(21) | 470,260 | | | | | 8,004(22) | 718,039 | | | | | 6,088(23) | 546,154 | | | | | 5,864(24) | 526,059 | | | | | 2,540(24) | 227,863 | | | | | 4,576(25) | 410,513 | | | | | 2,340(26) | 209,921 | | | | | 6,104(27) | 547,590 | | | | | 6,620(28) | 593,880 | | | | | 6,404(29) | 574,503 | | | | | 2,540(30) | 227,863 | | | | | 5,556(31) | 498,429 | | | | | 2,340(32) | 209,921 | | | | | 7,286(33) | 653,627 | | | | | 38,424(34) | 3,447,017 | | | | | 9,596(35) | 860,857 | | | | | 12,699(36) | 1,139,227 | | | | | 11,699(37) | 1,049,517 | | | | | 10,800(38) | 968,868 | | | | | 10,102(39) | 906,250 | | | | | 11,398(40) | 1,022,515 | | | | | 10,320(41) | 925,807 | | |

  94. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 70 | |

  95. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | | | | | | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Steve Sanghi, Executive Chair | | | 3,716(2) | 333,362 | | | | | 3,424(3) | 307,167 | | | | | 10,328(4) | 926,525 | | | | | 3,716(5) | 333,362 | | | | | 8,960(6) | 803,802 | | | | | 3,424(7) | 307,167 | | | | | 10,660(8) | 956,309 | | | | | 14,040(10) | 1,259,528 | | | | | 18,580(11) | 1,666,812 | | | | | 17,116(12) | 1,535,476 | | | | | 14,300(13) | 1,282,853 | | | | | 13,376(14) | 1,199,961 | | | | | 10,676(17) | 957,744 | | | 6,388(18) | 573,067 | | | | | 11,868(19) | 1,064,678 | | | | | 8,871(20) | 795,817 | | | | | 4,227(21) | 379,204 | | | | | 16,750(22) | 1,502,643 | | | | | 12,744(23) | 1,143,264 | | | | | 12,276(24) | 1,101,280 | | | | | 1,858(24) | 166,681 | | | | | 9,580(25) | 859,422 | | | | | 1,711(26) | 153,494 | | | | | 4,922(27) | 441,553 | | | | | 5,338(28) | 478,872 | | | | | 5,162(29) | 463,083 | | | | | 1,858(30) | 166,681 | | | | | 4,480(31) | 401,901 | | | | | 1,711(32) | 153,494 | | | | | 5,329(33) | 478,065 | | | | | 7,020(35) | 629,764 | | | | | 9,289(36) | 833,316 | | | | | 8,558(37) | 767,738 | | | | | 7,150(38) | 641,427 | | | | | 6,687(39) | 599,891 | | |

  96. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 71 | |

  97. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | | | | | | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Richard Simoncic, Chief Operating Officer | | | 1,474(2) | 132,233 | | | | | 1,358(3) | 121,826 | | | | | 2,812(4) | 252,265 | | | | | 1,474(5) | 132,233 | | | | | 2,438(6) | 218,713 | | | | | 1,358(7) | 121,826 | | | | | 3,380(8) | 303,220 | | | | | 11,232(9) | 1,007,623 | | | | | 4,452(10) | 399,389 | | | | | 5,892(11) | 528,571 | | | | | 5,428(12) | 486,946 | | | | | 5,532(13) | 496,276 | | | | | 5,174(14) | 464,160 | | | | | 2,919(15) | 261,863 | | | | | —(16) | — | | | | | 2,908(17) | 260,877 | | | 921(18) | 82,623 | | | | | 1,713(19) | 153,673 | | | | | 1,280(20) | 114,829 | | | | | 1,150(21) | 103,167 | | | | | 2,416(22) | 216,739 | | | | | 1,838(23) | 164,887 | | | | | 1,770(24) | 158,787 | | | | | 736(24) | 66,027 | | | | | 1,382(25) | 123,979 | | | | | 678(26) | 60,823 | | | | | 1,338(27) | 120,032 | | | | | 1,452(28) | 130,259 | | | | | 1,404(29) | 125,953 | | | | | 736(30) | 66,027 | | | | | 1,219(31) | 109,356 | | | | | 678(32) | 60,823 | | | | | 1,690(33) | 151,610 | | | | | 8,430(34) | 756,255 | | | | | 2,226(35) | 199,694 | | | | | 2,945(36) | 264,196 | | | | | 2,713(37) | 243,383 | | | | | 2,765(38) | 248,048 | | | | | 2,587(39) | 232,080 | | | | | 2,919(40) | 261,863 | | | | | 2,642(41) | 237,014 | | |

  98. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 72 | |

  99. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | | | | | | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units | | | 1,798(2) | 161,299 | | | | | 1,656(3) | 148,560 | | | | | 3,896(4) | 349,510 | | | | | 1,798(5) | 161,299 | | | | | 3,378(6) | 303,040 | | | | | 1,656(7) | 148,560 | | | | | 4,124(8) | 369,964 | | | | | 15,584(9) | 1,398,041 | | | | | 5,432(10) | 487,305 | | | | | 7,188(11) | 644,835 | | | | | 6,622(12) | 594,060 | | | | | 5,532(13) | 496,276 | | | | | 5,174(14) | 464,160 | | | | | 2,919(15) | 261,863 | | | | | —(16) | — | | | | | 4,028(17) | 361,352 | | | 1,445(18) | 129,631 | | | | | 2,686(19) | 240,961 | | | | | 2,008(20) | 180,138 | | | | | 1,593(21) | 142,908 | | | | | 3,788(22) | 339,821 | | | | | 2,882(23) | 258,544 | | | | | 2,776(24) | 249,035 | | | | | 898(24) | 80,560 | | | | | 2,166(25) | 194,312 | | | | | 827(26) | 74,190 | | | | | 1,856(27) | 166,502 | | | | | 2,012(28) | 180,497 | | | | | 1,946(29) | 174,576 | | | | | 898(30) | 80,560 | | | | | 1,689(31) | 151,520 | | | | | 827(32) | 74,190 | | | | | 2,061(33) | 184,892 | | | | | 11,672(34) | 1,047,095 | | | | | 2,715(35) | 243,563 | | | | | 3,593(36) | 322,328 | | | | | 3,310(37) | 296,940 | | | | | 2,765(38) | 248,048 | | | | | 2,587(39) | 232,080 | | | | | 2,919(40) | 261,863 | | | | | 2,642(41) | 237,014 | | |

  100. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 73 | |

  101. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | | | | | | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | J. Eric Bjornholt, Senior VP and CFO | | | 1,474(2) | 132,233 | | | | | 1,358(3) | 121,826 | | | | | 3,112(4) | 279,178 | | | | | 1,474(5) | 132,233 | | | | | 2,698(6) | 242,038 | | | | | 1,358(7) | 121,826 | | | | | 3,380(8) | 303,220 | | | | | 12,448(9) | 1,116,710 | | | | | 4,452(10) | 399,389 | | | | | 5,892(11) | 528,571 | | | | | 5,428(12) | 486,946 | | | | | 4,762(13) | 427,199 | | | | | 4,454(14) | 399,568 | | | | | 2,512(15) | 225,352 | | | | | —(16) | — | | | | | 3,216(17) | 288,507 | | | 1,111(18) | 99,668 | | | | | 2,065(19) | 185,251 | | | | | 1,545(20) | 138,602 | | | | | 1,272(21) | 114,111 | | | | | 2,914(22) | 261,415 | | | | | 2,216(23) | 198,797 | | | | | 2,136(24) | 191,621 | | | | | 736(24) | 66,027 | | | | | 1,666(25) | 149,457 | | | | | 678(26) | 60,823 | | | | | 1,482(27) | 132,950 | | | | | 1,606(28) | 144,074 | | | | | 1,554(29) | 139,409 | | | | | 736(30) | 66,027 | | | | | 1,349(31) | 121,019 | | | | | 678(32) | 60,823 | | | | | 1,690(33) | 151,610 | | | | | 9,318(34) | 835,918 | | | | | 2,226(35) | 199,694 | | | | | 2,945(36) | 264,196 | | | | | 2,713(37) | 243,383 | | | | | 2,380(38) | 213,510 | | | | | 2,226(39) | 199,694 | | | | | 2,512(40) | 225,352 | | | | | 2,274(41) | 204,001 | | |

  102. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | (1) Represents the number of RSUs and PSUs multiplied by $89.71, the closing price of our common stock on March 31, 2024. | | (2) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the two-year period ending September 30, 2024. Vested PSUs are contingent on continuation of service through November 15, 2024. The number of shares that may be earned is between 0% and 200% of the target number of shares. |

  103. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 74 | |

  104. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | (3) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the two-year period ending December 31, 2024. Vested PSUs are contingent on continuation of service through February 17, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (4) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2024. Vested PSUs are contingent on continuation of service through November 15, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (5) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2025. Vested PSUs are contingent on continuation of service through November 17, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (6) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2024. Vested PSUs are contingent on continuation of service through February 15, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (7) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2025. Vested PSUs are contingent on continuation of service through February 16, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (8) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending March 31, 2025. Vested PSUs are contingent on continuation of service through May 15, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (9) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2024. These awards vest in quarterly installments from November 15, 2024 through August 15, 2026, subject to continued service on such dates. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (10) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending June 30, 2025. Vested PSUs are contingent on continuation of service through August 17, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (11) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2025. Vested PSUs are contingent on continuation of service through November 16, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (12) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2025. Vested PSUs are contingent on continuation of service through February 15, 2027. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (13) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending March 31, 2026. Vested PSUs are contingent on continuation of service through May 17, 2027. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (14) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending June 30, 2026. Vested PSUs are contingent on continuation of service through August 15, 2027. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (15) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (100% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2026. Vested PSUs are contingent on continuation of service through November 15, 2027. The number of shares that may be earned is between 0% and 200% of the target number of shares. |

  105. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 75 | |

  106. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | (16) Amount reflects estimated PSU achievement based on performance status as of March 31, 2024 (0% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2026. Vested PSUs are contingent on continuation of service through February 15, 2028. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (17) Amount reflects estimated TSR achievement based on performance status as of March 31, 2024 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending June 30, 2024. Vested PSUs based on TSR are contingent on continuation of service through August 15, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (18) Amount reflects TSR achievement of 38.13% of target during the two-year measurement period ended March 31, 2022, subject to continuation of service through May 15, 2024. | | (19) Amount reflects TSR achievement of 96.68% of target during the two-year measurement period ended September 30, 2022, subject to continuation of service through November 15, 2024. | | (20) Amount reflects TSR achievement of 92.60% of target during the two-year measurement period ended December 31, 2022, subject to continuation of service through February 15, 2025. | | (21) Amount reflects TSR achievement of 85.85% of target during the three-year measurement period ended March 31, 2024, subject to continuation of service through May 15, 2025. | | (22) The award vested in full on May 15, 2024. | | (23) The award vests in full on August 15, 2024, subject to continued service on such date. | | (24) The award vests in full on November 15, 2024, subject to continued service on such date. | | (25) The award vests in full on February 15, 2025, subject to continued service on such date. | | (26) The award vests in full on February 17, 2025, subject to continued service on such date. | | (27) The award vests in full on May 15, 2025, subject to continued service on such date. | | (28) The award vests in full on August 15, 2025, subject to continued service on such date. | | (29) The award vests in full on November 15, 2025, subject to continued service on such date. | | (30) The award vests in full on November 17, 2025, subject to continued service on such date. | | (31) The award vests in full on February 15, 2026, subject to continued service on such date. | | (32) The award vests in full on February 16, 2026, subject to continued service on such date. | | (33) The award vests in full on May 15, 2026, subject to continued service on such date. | | (34) The award vests in quarterly installments from May 15, 2024 through August 15, 2026, subject to continued service on such date. | | (35) The award vests in full on August 17, 2026, subject to continued service on such date. | | (36) The award vests in full on November 16, 2026, subject to continued service on such date. | | (37) The award vests in full on February 15, 2027, subject to continued service on such date. | | (38) The award vests in full on May 17, 2027, subject to continued service on such date. | | (39) The award vests in full on August 15, 2027, subject to continued service on such date. | | (40) The award vests in full on November 15, 2027, subject to continued service on such date. | | (41) The award vests in full on February 15, 2028, subject to continued service on such date. |

  107. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2024 Table Discussion

    | 2024 Proxy Statement | 76 | |

  108. STOCK VESTED

    STOCK VESTED

  109. Non-Qualified Deferred Compensation for Fiscal Year 2024

    Non-Qualified Deferred Compensation for Fiscal Year 2024 All of our U.S. employees in director-level and above positions, including our executive officers, are eligible to defer a portion of their salary and cash bonuses into our Non-Qualified Deferred Compensation Plan (the "Deferred Compensation Plan"). Pursuant to the Deferred Compensation Plan, eligible employees can defer up to 50% of their base salary and/or cash bonuses. In general, deferral elections are made prior to January of each year for amounts to be earned in the upcoming year. Participants may invest amounts in various funds available under the Deferred Compensation Plan (in general, any of those funds traded on a nationally recognized exchange). Plan earnings are calculated by reference to actual earnings of mutual funds or other securities chosen by individual participants. Except for a change in control or certain unforeseeable emergencies (as defined under the Deferred Compensation Plan), benefits under the plan will not be distributed until a "distribution event" has occurred. The distribution event occurs upon termination of employment. We incur incidental expenses for administration of the Deferred Compensation Plan, and the receipt of any tax benefit we might obtain based on payment of a participant's compensation is delayed until funds (including earnings or losses on the amounts invested pursuant to the plan) are eventually distributed. We do not pay any additional compensation or guarantee minimum returns to any participant in the Deferred Compensation Plan.

  110. Non-Qualified Deferred Compensation for Fiscal Year 2024

    | 2024 Proxy Statement | 77 | |

  111. Non-Qualified Deferred Compensation for Fiscal Year 2024

    The following table shows the non-qualified deferred compensation activity for each named executive officer for the fiscal year ended March 31, 2024.

  112. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  113. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) (1) | Company Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) (1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (1) | | Ganesh Moorthy, President and CEO | — | — | 177,991 | — | 607,274 | | Steve Sanghi, Executive Chair | — | — | — | — | — | | Richard Simoncic, Chief Operating Officer | — | — | — | — | — | | Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units | 85,385 | — | 575,085 | — | 2,384,329 | | J. Eric Bjornholt, Senior VP and CFO | — | — | 146,072 | — | 679,758 |

  114. NON-QUALIFIED DEFERRED COMPENSATION

    (1)The executive contribution amounts shown in the table were previously reported in the "Summary Compensation Table" as salary and/or bonus for fiscal 2024 or prior fiscal years. The earnings amounts shown in the table were not previously reported for fiscal 2024 or prior years under applicable SEC rules as such earnings were not under a defined benefit or actuarial pension plan and there were no above-market or preferential earnings on such amounts made or provided by Microchip.

  115. NON-QUALIFIED DEFERRED COMPENSATION

    | 2024 Proxy Statement | 78 | |