DEF 14A of Microchip Technology Inc, Jul 7, 2025

DEF 14A of Microchip Technology Inc

Filed Jul 7, 2025 · FY20250000827054-25-000099

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 are approximately 50% of the quarterly evergreen RSU grants 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 stock. All of our common stock is voting. |

  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

    | 2025 Proxy Statement | 7 | |

  4. Incentive Program – Pay-for-Performance Highlights

    | TABLE OF CONTENTS | | | | | Proxy Statement | 9 | Named Executive Officers | 35 | | The Board of Directors | 12 | Executive Compensation Process | 36 | | Corporate Governance Guidelines | 12 | Elements of Compensation | 37 | | Meetings of the Board | 13 | Stock Ownership Guidelines for Key Employees and Directors | 41 | | Board Leadership Structure | 13 | Insider Trading Policy and Anti-Hedging | 41 | | Board Commitments | 13 | Other Compensation and Employee Benefits Generally Available to All Employees | 41 | | Lead Independent Director | 14 | Non-Qualified Deferred Compensation Plan | 42 | | Board and Committee Oversight of Risk Management and Sustainability | 14 | Employment Contracts, Termination of Employment and Change of Control Arrangements | 42 | | Human Capital and Culture | 16 | Tax Deductibility | 44 | | Audit Committee Oversight of Information Security | 17 | Compensation Committee Report on Executive Compensation | 44 | | Communications from Stockholders | 17 | CEO Pay Ratio Disclosure | 45 | | Committees of the Board | 18 | Pay Versus Performance | 46 | | Report of the Audit Committee | 20 | Compensation of Named Executive Officers | 50 | | Director Compensation | 21 | Summary Compensation Table | 50 | | Certain Transactions | 22 | Grants of Plan-Based Awards | 52 | | Section 16(A) Beneficial Ownership Reporting Compliance | 23 | Outstanding Equity Awards | 56 | | Proposal One - Election of Directors | 24 | Stock Vested | 64 | | Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm | 28 | Non-Qualified Deferred Compensation | 64 | | Proposal Three - Approval of Executive Compensation | 30 | Equity Compensation Plan Information | 66 | | Security Ownership of Principal Stockholders, Directors and Executive Officers | 32 | Code of Business Conduct and Ethics | 67 | | Executive Compensation - Compensation Discussion and Analysis | 34 | Other Matters | 67 | | Overview of the Compensation Program | 34 | Appendix A - Non-GAAP Financial Measures | 70 | | Our Executive Compensation Policy and Objectives | 34 | | |

  5. Incentive Program – Pay-for-Performance Highlights

    | 2025 Proxy Statement | 8 | |

  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 2025, non-employee directors received an annual retainer of $100,000, 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. If our Board Chair is a non-employee director, such director will receive an additional annual fee of $50,000, paid in quarterly installments. Our non-employee directors agreed to reduce the foregoing non-employee director fee payments by 20% effective February 19, 2024 in connection with other expense reduction actions taken by our management team in light of weak business conditions. Consistent with the continued weak macroeconomic environment, the reduction in director fees continued until March 31, 2025 at which time the directors were reimbursed for the reduced fees. Equity Compensation During fiscal 2025, 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 the event a non-employee director retires or elects not to stand for reelection, the vesting of any RSUs that would vest within one year of the date that such director notifies the Board of his or her decision to retire or not stand for reelection would be accelerated. In accordance with the foregoing, on August 20, 2024, each of Mr. Chapman, Ms. Barker, Mr. Johnson, Mr. Rango and Ms. Rapp were granted 2,491 RSUs, Mr. Peng received an initial grant of 2,010 RSUs when he joined the Board on February 10, 2025 and Mr. Cassidy received an initial grant of 1,258 RSUs when he joined the Board on May 2, 2025.

  7. Director Compensation

    | 2025 Proxy Statement | 21 | |

  8. Director Compensation

    The following table details the total compensation for Microchip's directors for fiscal 2025:

  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) | 36,278 | — | — | — | 36,278 | | Ganesh Moorthy (3) | — | — | — | — | — | | Ellen L. Barker | 102,308 | 195,517 | — | — | 297,825 | | Rick Cassidy(4) | — | — | — | — | — | | Matthew W. Chapman | 143,924 | 195,517 | — | — | 339,441 | | Karlton D. Johnson(5) | 108,449 | 195,517 | — | — | 303,966 | | Wade F. Meyercord(6) | 61,342 | — | — | — | 61,342 | | Victor Peng(7) | 13,889 | 101,041 | — | — | 114,930 | | Robert A. Rango(8) | 100,919 | 195,517 | — | — | 296,436 | | Karen M. Rapp | 118,679 | 195,517 | — | — | 314,196 |

  11. DIRECTOR COMPENSATION

    (1)The award of 2,491 RSUs to each of the non-employee directors on August 20, 2024 (other than Mr. Meyercord) had a fair value on the grant date of $78.49 per share and a market value on the grant date of $80.28 per share with an aggregate market value of each award of approximately $200,000. (2)Mr. Sanghi served as a non-employee director on our Board between August 20, 2024 and November 18, 2024. During that period, Mr. Sanghi received cash compensation for his service on our Board. Mr. Sanghi did not receive any additional compensation for his service on our Board during the periods in which he served as an executive officer of Microchip. (3)Mr. Moorthy was an executive officer of Microchip and did not receive any additional compensation for his service on our Board. Mr. Moorthy retired from the Board and as an executive officer of Microchip effective November 18, 2024. (4)Mr. Cassidy was elected to our Board on May 2, 2025 and therefore did not receive any Board compensation during fiscal 2025. (5)Mr. Johnson stepped down from the Board effective May 20, 2025. (6)Mr. Meyercord retired from the Board effective August 20, 2024. (7)The initial award of 2,010 RSUs to Mr. Peng on February 10, 2025 was prorated and had a fair value on the grant date of $50.27 per share, and a market value on the grant date of $52.05 per share, with an aggregate market value of approximately $100,000. (8)Mr. Rango retired from the Board effective February 19, 2025.

  12. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of six directors: Ellen L. Barker, Rick Cassidy, Matthew W. Chapman, Victor Peng, Karen M. Rapp and Steve Sanghi. Each of our six 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. 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, 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. Cassidy, Mr. Chapman, Mr. Peng and Ms. Rapp. The term of office of each person who is elected as a director at the annual meeting will continue until the 2026 Annual Meeting of Stockholders and until a successor has been elected and qualified.

  13. Vote Required; Board Recommendation

    | | Key Experience Highlights: •November 2024 to Present - Chair of the Board, CEO and President, Microchip Technology Incorporated •1993 to November 2024 - Chair of the Board of Directors, Microchip Technology Incorporated •1991 to 2021 - CEO, Microchip Technology Incorporated •1990 to 2016 - President, Microchip Technology Incorporated Membership on Other Public Boards: •2024 to Present - Intel Corporation, Board Member •2021 to Present - Impinj, Inc., Board Chair •2018 to 2020 - Mellanox Technologies Ltd. Education: •M.S. in Electrical and Computer Engineering from the University of Massachusetts •B.S. in Electronics and Communication from Punjab University | | Steve Sanghi Chair of the Board Age: 69 years old Director Since: August 1990 | |

  14. Vote Required; Board Recommendation

    | | Microchip Board Committees: •Nominating, Governance, and Sustainability Committee (Chair) •Audit Committee Key Experience Highlights: •2024 to Present - Board of Directors, Microchip Technology Incorporated •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: 62 years old Director Since: February 2024 | |

  15. Vote Required; Board Recommendation

    | | Microchip Board Committees: •Compensation Committee •Nominating, Governance, and Sustainability Committee Key Experience Highlights: •May 2025 to Present - Board of Directors, Microchip Technology Incorporated •2023 to 2025 - Chairman, TSMC Arizona* •2014 to 2025 - Senior Vice President, Corporate Strategy Office, TSMC Ltd.* •2020 to 2023 - President and CEO, TSMC Arizona •2008 to 2014 - Corporate Vice President, TSMC Ltd. •2005 to 2018 - President and CEO, TSMC North America Membership on Other Public Boards: •February 2025 to Present - SanDisk Corporation, Board Member Education: •B.S. in Engineering from United States Military Academy at West Point | | Rick Cassidy Independent Age: 73 years old Director Since: May 2025 | |

  16. Vote Required; Board Recommendation

    | | Microchip Board Committee: •Audit Committee (Chair) Key Experience Highlights: •1997 to Present - Board of Directors, Microchip Technology Incorporated; Audit Committee Chair since 1997; Lead Independent Director since 2024 •2007 to 2018 - CEO 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 - CEO of Concentrex Incorporated, which became a publicly held company specializing in supplying software solutions and service to U.S. financial institutions Membership on Other Public Boards: •1987 to 2000 - Concentrex Incorporated, Board Chair Education: •J.D. from the University of Oregon School of Law •B.S. in Economics from the University of Portland | | Matthew W. Chapman Lead Independent Director Age: 74 years old Director Since: May 1997 | |

  17. Vote Required; Board Recommendation

    | | Microchip Board Committees: •Compensation Committee •Nominating, Governance, and Sustainability Committee Key Experience Highlights: •February 2025 to Present - Director, Microchip Technology Incorporated •2022 to 2024 - President, Advanced Micro Devices, Inc. •2018 to 2022 - Xilinx Inc., CEO Membership on Other Public Boards: •2019 to Present - KLA Corporation, Board Member •2017 to 2022 - Xilinx Inc., Board Member Education: •M.Eng. in Electrical Engineering from Cornell University •B.S. in Electrical Engineering from Rensselaer Polytechnic Institute | | Victor Peng Independent Age: 65 Director Since: February 2025 | |

  18. Vote Required; Board Recommendation

    | | Microchip Board Committees: •Compensation Committee (Chair) •Audit Committee Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Incorporated •2023 - Strategic Advisor to the CEO, National Instruments Corporation •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., Board Member •2018 to Present - Plexus Corp., Board Member Education: •NACD Directorship Certified •M.B.A. from the University of Texas at Austin •B.S. in Finance from Northern Illinois University | | Karen M. Rapp Independent Age: 57 Director Since: January 2021 | |

  19. 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 20, 2025 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 current 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:

  20. 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 | 12.35 | | BlackRock, Inc. (3) | 50,719,406 | 9.40 | | State Street Corporation (4) | 27,720,233 | 5.14 | | Steve Sanghi (5) | 10,171,819 | 1.88 | | Ganesh Moorthy (6) | 823,578 | * | | Matthew W. Chapman (7) | 40,665 | * | | Karen M. Rapp (7) | 11,137 | * | | Ellen L. Barker (7) | 3,797 | * | | Victor Peng (8) | 2,326 | * | | Rick Cassidy (9) | 1,258 | * | | Richard J. Simoncic (10) | 154,325 | * | | J. Eric Bjornholt (11) | 39,659 | * | | Mathew B. Bunker (12) | 30,341 | * | | Joseph R. Krawczyk II (13) | 16,908 | * | | All current directors and executive officers as a group (10 people) (14) | 10,472,235 | 1.94 |

  21. DIRECTORS AND EXECUTIVE OFFICERS

    * Represented less than 1% of the outstanding shares of common stock as of June 20, 2025. Our shares of common stock outstanding at June 20, 2025 were 539,674,554. (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 20, 2025. With respect to RSUs that will vest within 60 days of June 20, 2025, 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 20, 2025 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 20, 2025. 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 April 24, 2025, with the exception of the percentage of common stock held which is based on shares outstanding at June 20, 2025. Such Schedule 13G/A indicates that BlackRock, Inc. (i) has sole power to dispose of or direct the disposition of 50,719,406 shares of common stock; and (ii) has sole power to vote or direct the vote of 47,353,121 shares of common stock. (4)Address is One Congress Street, Suite 1, Boston, MA 02114. All information is based solely on the Schedule 13G/A filed by State Street Corporation on February 5, 2025, with the exception of the percentage of common stock held which is based on shares outstanding at June 20, 2025. Such Schedule 13G/A indicates that State Street Corporation (i) has shared power to dispose of or direct the disposition of 27,718,000 shares of common stock; and (ii) has shared power to vote or direct the vote of 18,108,756 shares of common stock.

  22. DIRECTORS AND EXECUTIVE OFFICERS

    | 2025 Proxy Statement | 32 | |

  23. DIRECTORS AND EXECUTIVE OFFICERS

    (5)Includes 4,255,263 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 10,684 shares subject to RSUs that vest within 60 days of June 20, 2025. 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. (6)All of the 823,578 shares are held of record by Ganesh Moorthy and Hema Moorthy as trustees. (7)Includes an aggregate of 2,491 shares subject to RSUs that vest within 60 days of June 20, 2025. (8)Includes an aggregate of 2,010 shares subject to RSUs that vest within 60 days of June 20, 2025. (9)Includes an aggregate of 1,258 shares subject to RSUs that vest within 60 days of June 20, 2025. (10)Includes an aggregate of 149,493 shares held of record by Richard Simoncic and Melody Simoncic as trustees, and 4,832 RSUs that vest within 60 days of June 20, 2025. (11)Includes 34,313 shares held of record by J. Eric Bjornholt as trustee, and includes an aggregate of 5,346 shares subject to RSUs that vest within 60 days of June 20, 2025. (12)Includes 27,732 shares held of record by Mathew B. Bunker as trustee, and includes an aggregate of 2,609 shares subject to RSUs that vest within 60 days of June 20, 2025. (13)Includes 15,269 shares held of record by Joseph R. Krawczyk II as trustee, and includes an aggregate of 1,639 shares subject to RSUs that vest within 60 days of June 20, 2025. (14)Includes an aggregate of 35,851 RSUs that vest within 60 days of June 20, 2025.

  24. DIRECTORS AND EXECUTIVE OFFICERS

    | 2025 Proxy Statement | 33 | |

  25. 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 President when discussing the performance of, and compensation levels for, the executive officers other than himself. Our CEO and President does not participate 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 $1.0 billion and $40.0 billion and a market capitalization greater than $2.0 billion. Other than the foregoing engagement, Compensia did not provide any other services for us or the Compensation Committee in fiscal 2023 or fiscal 2024. In fiscal 2025, Compensia was paid to advise the Compensation Committee on a retirement matter for less than $1,000. 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 and President. 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 CEO and President 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 (during the time he was our CEO and President) 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").

  26. 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, the base salary of our former CEO and President, Mr. Moorthy, which was $693,192, and the base salaries of our other executive officers did not change from fiscal 2024 to fiscal 2025 due to weak business conditions. Mr. Sanghi was appointed as CEO and President in November 2024 and his base salary was set at $957,443. In setting Mr. Sanghi's base salary, the Compensation Committee considered the base salary that Mr. Sanghi was earning when he previously served as CEO in 2021 and adjusted such amount to reflect inflation and the level of salary increases for other executives over such period. In connection with other expense reduction actions taken by our management team in light of adverse business conditions, in February 2024, the Compensation Committee approved a 20% salary reduction for Mr. Moorthy (our former CEO and President), Mr. Sanghi and our other executive staff members (including Mr. Simoncic, Mr. Bjornholt, Mr. Bunker and Mr. Krawczyk). The 20% salary reduction program ended on March 31, 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

  27. Elements of Compensation

    | Performance Metric (1) | Actual Results | | | | | | | | | | Q1 FY25 | | Q2 FY25 | | Q3 FY25 | | Q4 FY25 | | | | Actual | Bonus Payout % | Actual | Bonus Payout % | Actual | Bonus Payout % | Actual | Bonus Payout % | | Sequential net sales growth | (6.37)% | 0.00% | (6.24)% | 0.00% | (11.84)% | 0.00% | (5.41)% | 0.00% | | Non-GAAP gross profit percentage | 59.90% | 0.00% | 59.54% | 0.00% | 55.44% | 0.00% | 51.99% | 0.00% | | Non-GAAP operating expenses as a percentage of net sales | 28.43% | 0.00% | 30.25% | 0.00% | 34.91% | 0.00% | 37.97% | 0.00% | | Non-GAAP operating income as a percentage of net sales | 31.46% | 0.00% | 29.29% | 0.00% | 20.53% | 0.00% | 14.02% | 0.00% | | Non-GAAP diluted net income per common share | $0.53 | 0.00% | $0.46 | 0.00% | $0.20 | 0.00% | $0.11 | 0.00% | | Discretionary (non-ESG) | N/A | 0.00% | N/A | 0.00% | N/A | 0.00% | N/A | 0.00% | | Discretionary based on ESG goals | N/A | 0.00% | N/A | 0.00% | N/A | 0.00% | N/A | 0.00% | | MICP Total(2) | N/A | 0.00% | N/A | 0.00% | N/A | 0.00% | N/A | 0.00% |

  28. Elements of Compensation

    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 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 adverse business conditions, there was no payout under the MICP for any quarter in fiscal 2025. 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 2025, the specific total bonus percentages under the MICP for each of our named executive officers were as follows: for Mr. Sanghi it was 200% of his salary; for Mr. Moorthy it was 165% of his salary; for Mr. Simoncic it was 56% of his salary; for Mr. Bjornholt it was 44% of his salary; for Mr. Bunker it was 36% of his salary; and for Mr. Krawczyk it was 36% of his salary. In connection with his appointment as CEO and President in November 2024, the bonus percentage for Mr. Sanghi was set at 200% which was the same level as when he previously served as CEO in 2021. There was no change in the bonus percentage for our former CEO and President, Mr. Moorthy for fiscal 2025 compared to fiscal 2024. There was no change in bonus percentages for our other executives for fiscal 2025 compared to fiscal 2024. In light of uncertain business conditions, the Compensation Committee has not yet considered any changes in the bonus percentages for our executives for fiscal 2026. As indicated in the above table, for the first quarter of fiscal 2025, 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% of the target bonus amount for that quarter. A similar methodology with a set of ranges determined by the Compensation Committee 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 2025, our CEO and our other executive officers did not receive cash bonuses under the MICP. The differences in the bonus participation levels under the MICP 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 and PSUs, 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 2025, equity grants in the form of RSUs and PSUs 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 PSUs 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

  29. Elements of Compensation

    respect to 50% of the evergreen RSU grants 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 PSUs for 31,237 shares and our other executive offers were granted PSUs from 6,244 shares to 20,825 shares for fiscal 2025, and each executive was also granted time-based RSUs in an amount equal to the number of PSUs granted to such executive. In connection with his appointment as CEO and President, Mr. Sanghi was granted time-based RSUs for a total of 392,408 shares. Grants of RSUs in fiscal 2025 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, 2025, approximately 71% 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 2025, 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 CEO and President, our COO 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, 2025" at page 52 for information regarding RSUs and PSUs granted during fiscal 2025 to our named executive officers. Microchip has not granted option awards to any executive officers or employees since September 2015.

  30. 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 2025, all of our executive officers and directors were in compliance with the terms of the policy.

  31. Elements of Compensation

    rules and regulations. Life Insurance. In fiscal 2025, we provided life insurance coverage to our named executive officers in the amount up to one and a half times the executive's annual salary (up to a maximum of $500,000). The named executive officers may purchase supplemental life insurance at their own expense. 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. Participants contribute to our 401(k) plan each 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 2025 equal to $0.25, $0.25, $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 full-time 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 subject to our financial performance. 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 each quarter based on our actual quarterly operating results. Due to adverse business conditions, there was no ECBP bonus paid for any quarter in fiscal 2025. 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. We do not have employment contracts with our CEO and President, our COO, our CFO or any of our other executive officers, nor any agreements to pay severance on involuntary termination (other than as stated in the change of control agreements described below) or upon retirement. Our COO, our CFO and our other executive officers, other than our CEO and President, have entered into change of control agreements with us and the terms of the agreements that were in place at March 31, 2025, 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. We entered into a Change of Control Severance Agreement (the "Severance Agreement") in June 2024 with Mr. Simoncic, Mr. Bjornholt, Mr. Bunker and Mr. Krawczyk. The Severance Agreements provide 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

  32. Elements of Compensation

    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 18 months of their then-current annual base salary; •a lump sum payment equal to one hundred and fifty percent (150%) of their 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 18 months; and •accelerated vesting as to one hundred percent (100%) of the executive’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. Under the 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. The following table sets forth the aggregate dollar value of payments, to the extent calculable, in the event of a termination of Mr. Sanghi, Mr. Simoncic, Mr. Bjornholt, Mr. Bunker or Mr. Krawczyk, on March 31, 2025, the last business day of our last completed fiscal year.

  33. Elements of Compensation

    | Name | Salary $ | Bonus $ | Equity Compensation Due to Accelerated Vesting $(1) | Benefits $(2) | | Steve Sanghi, Chair of the Board, CEO and President | — | — | — | — | | Richard J. Simoncic, Chief Operating Officer (3)(4) | 526,721 | 703,427 | 5,365,275 | 32,630 | | J. Eric Bjornholt, Senior VP and CFO (3)(4) | 495,366 | 623,537 | 4,324,460 | 45,815 | | Mathew B. Bunker, Senior VP, Operations (3)(4) | 432,834 | 452,462 | 2,660,560 | 40,309 | | Joseph R. Krawczyk II, Senior VP, Worldwide Client Engagement (3)(4) | 452,453 | 472,869 | 1,626,893 | 30,635 |

  34. Elements of Compensation

    Retirement Agreement with Ganesh Moorthy Mr. Moorthy retired as our CEO and President in November 2024 and, in connection therewith, we entered into a Retirement Agreement and Release with Mr. Moorthy. Under the terms of the agreement, the Company agreed to: •continue to pay Mr. Moorthy's base salary, at a rate of $693,192, less applicable withholdings, for a period of 12 months; •pay Mr. Moorthy a lump sum amount of $106,645, less applicable withholdings; •continue, and cover the full cost of, coverage under the Company's group health plan for the first 12 months after the Retirement Date, for Mr. Moorthy and his spouse; and •accelerate the vesting of RSUs such that Mr. Moorthy will considered to have vested in such RSUs through and no later than, November 29, 2025 with the total number of RSUs shares vesting being 95,826. Settlement of the shares would occur no earlier than January 1, 2025 and no later than January 15, 2025. 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.

  35. 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, Steve Sanghi. 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 68% 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 19,400 worldwide employees, and approximately 90% of our U.S. employees' total direct compensation exceeded our median employee's total direct compensation. For fiscal 2025, our last completed fiscal year: •The annualized total compensation of our CEO was $23,925,160. •The estimated median of the annual total compensation of all our worldwide employees, excluding our CEO, was $52,376. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of worldwide employees was 457 to 1. •The estimated median of the annual total compensation of all our U.S. based employees, excluding our CEO, was $103,161. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of U.S.-based employees was 232 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, 2025 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, 2025, 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 2025 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 selected Mr. Sanghi for the pay ratio calculation as he was serving as CEO on the determination date of January 1, 2025. •For the purposes of the pay ratio calculation, Mr. Sanghi's annualized total compensation was calculated by: ◦annualizing his base salary and annual bonus payments, rather than including base salary and annual bonus actually paid, because Mr. Sanghi was not employed by us for all of fiscal 2025, and ◦including all other compensation components Mr. Sanghi actually received, as reported in the "Summary Compensation Table" presented on page 50, such as: ▪a one-time RSU award granted in January 2025 in connection with Mr. Sanghi's appointment as President and CEO in November 2024, ▪fees earned while serving as a non-employee director on our Board, ▪company-matching contributions under our 401(k) retirement plan, ▪premiums paid by us for life insurance, and ▪post-employment compensation for the reimbursement of Mr. Sanghi's salary sacrifice. 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.

  36. CEO PAY RATIO DISCLOSURE

    | 2025 Proxy Statement | 45 | |

  37. 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 34. The following table shows the information for the past five fiscal years of: (i) the Summary Compensation Table total compensation (see page 50) 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 (loss) income, and (vi) our non-GAAP operating income.

  38. 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 (Loss) Income (in millions) $(8) | Non-GAAP Operating Income (in millions) $(9)* | | | PEO Ganesh Moorthy $(3)(4) | PEO Steve Sanghi $(3)(5) | Non-PEO NEOs Average $(3) | PEO Ganesh Moorthy $(3)(4) | PEO Steve Sanghi $(3)(5) | Non-PEO NEOs Average $(3) | TSR $(6) | Peer group TSR $(7) | | | | 2025 | 5,483,531 | 21,414,531 | 1,994,880 | (15,343,561) | 9,573,284 | (1,461,155) | 155.82 | 301.01 | (0.5) | 1,078.0 | | 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 |

  39. 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 70 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 50 for additional information).

  40. PAY VERSUS PERFORMANCE

    | 2025 Proxy Statement | 46 | |

  41. 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.

  42. PAY VERSUS PERFORMANCE

    | Adjustments to Reported Summary Compensation Table Total for PEO and Non-PEO Named Executive Officers | | | | | | | | | | | Year | PEO/NEO | Summary Compensation Table Total ($) | Grant date fair value of equity awards reported in summary compensation table ($) | Year-end fair value of awards granted during the year which were unvested at year-end ($) | Year-over-year change in fair value of outstanding and unvested awards ($) | Year-over-year change in fair value of awards granted in prior years which vested during the year ($) | Value as of prior year-end for awards forfeited during the year ($) | Total Adjustments ($) | Compensation Actually Paid ($) | | 2025 | PEO Ganesh Moorthy | 5,483,531 | (4,765,317) | — | — | 4,829,464 | (20,891,239) | (20,827,092) | (15,343,561) | | | PEO Steve Sanghi | 21,414,531 | (20,961,651) | 17,853,625 | (7,253,156) | (1,480,065) | — | (11,841,247) | 9,573,284 | | | Non-PEO NEOs Average | 1,994,880 | (1,732,828) | 993,240 | (2,457,991) | (258,455) | — | (3,456,035) | (1,461,155) | | 2024 | PEO Ganesh Moorthy | 9,866,411 | (8,229,378) | 7,973,873 | (314,990) | (188,324) | (68,377) | (827,196) | 9,039,215 | | | Non-PEO NEOs Average | 2,826,338 | (2,237,589) | 2,105,737 | (6,220) | (152,019) | (26,908) | (316,999) | 2,509,339 | | 2023 | PEO Ganesh Moorthy | 12,276,315 | (8,714,501) | 11,547,993 | 2,933,878 | 122,240 | (90,767) | 5,798,843 | 18,075,158 | | | Non-PEO NEOs Average | 4,470,204 | (3,305,357) | 4,376,401 | 1,389,363 | 95,375 | (73,324) | 2,482,458 | 6,952,662 | | 2022 | PEO Ganesh Moorthy | 12,759,667 | (10,538,056) | 10,038,862 | (1,396,136) | (83,697) | (855,316) | (2,834,343) | 9,925,324 | | | Non-PEO NEOs Average | 3,861,570 | (2,951,513) | 2,754,243 | (1,126,361) | (67,010) | (689,322) | (2,079,963) | 1,781,607 | | 2021 | PEO Steve Sanghi | 9,289,912 | (7,384,078) | 11,009,092 | 19,162,790 | 6,248,855 | — | 29,036,658 | 38,326,570 | | | PEO Ganesh Moorthy | 3,891,467 | (3,170,379) | 4,747,577 | 9,156,007 | 2,882,283 | — | 13,615,488 | 17,506,955 | | | Non-PEO NEOs Average | 1,565,347 | (1,200,869) | 1,798,949 | 3,365,905 | 1,070,969 | — | 5,034,954 | 6,600,301 |

  43. PAY VERSUS PERFORMANCE

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

  44. PAY VERSUS PERFORMANCE

    | Year | PEO(s) | Non-PEO NEOs | | 2025 | Ganesh Moorthy, Steve Sanghi(4) | Richard J. Simoncic, J. Eric Bjornholt, Mathew B. Bunker and Joseph R. Krawczyk II | | 2024 | Ganesh Moorthy | Steve Sanghi, Richard J. Simoncic, Stephen V. Drehobl and J. Eric Bjornholt | | 2023 | Ganesh Moorthy | Steve Sanghi, Richard J. Simoncic, Stephen V. Drehobl and J. Eric Bjornholt | | 2022 | Ganesh Moorthy | Steve Sanghi, Richard J. Simoncic, Stephen V. Drehobl and J. Eric Bjornholt | | 2021 | Steve Sanghi, Ganesh Moorthy(5) | Richard J. Simoncic, Stephen V. Drehobl and J. Eric Bjornholt |

  45. PAY VERSUS PERFORMANCE

    (4)Effective November 18, 2024, Mr. Moorthy retired as PEO and Mr. Sanghi was appointed as PEO and Chair of the Board. (5)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. (6)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. (7)Our peer group is comprised of the component companies of the PHLX Semiconductor Index (the "Peer Index") for each applicable fiscal year.

  46. PAY VERSUS PERFORMANCE

    | 2025 Proxy Statement | 47 | |

  47. PAY VERSUS PERFORMANCE

    (8)Represents GAAP net (loss) income for each of the years shown. (9)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 2025 NEO compensation actually paid to company performance.

  48. Fiscal 2025 Performance Measures

    Fiscal 2025 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 2025, as further described in our Compensation Discussion and Analysis within the sections titled "Elements of Compensation - Base Salaries" (see page 37) and "Elements of Compensation - Equity Compensation" (see page 39).

  49. Fiscal 2025 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 |

  50. 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.

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

    | 2025 Proxy Statement | 48 | |

  52. 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 (loss) income, and our non-GAAP operating income, which is the company selected measure.

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

    | 2025 Proxy Statement | 49 | |

  54. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table lists the annual compensation for our Chair of the Board, CEO and President, our former 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:

  55. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Fees Earned or Paid in Cash ($) (6) | Total ($) | | Steve Sanghi, Chair of the Board, CEO and President | 2025 | 398,525 | — | 20,961,651 | — | 18,077 | 36,278 | 21,414,531 | | | 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 | | Ganesh Moorthy, Former President and CEO(7) | 2025 | 375,923 | — | 4,765,317 | — | 342,291 | — | 5,483,531 | | | 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 | | Richard J. Simoncic, Chief Operating Officer(8) | 2025 | 280,918 | — | 3,165,083 | — | 8,438 | — | 3,454,439 | | | 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 | | J. Eric Bjornholt, Senior VP and CFO | 2025 | 264,195 | — | 1,608,751 | — | 6,137 | — | 1,879,083 | | | 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 | | Mathew B. Bunker, Senior VP, Operations(9) | 2025 | 230,845 | — | 1,226,169 | — | 6,010 | — | 1,463,024 | | Joseph R. Krawczyk II, Senior VP, Worldwide Client Engagement(9) | 2025 | 241,308 | — | 931,308 | — | 10,359 | — | 1,182,975 |

  56. 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 2025, please refer to Note 14, "Share-Based Compensation" to Microchip's audited financial statements for the fiscal year ended March 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on May 22, 2025. 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 2025 PSUs would pay out to the applicable NEOs as follows: Mr. Sanghi: $0, Mr. Moorthy: $4,894,489, Mr. Simoncic: $2,883,688, Mr. Bjornholt: $1,425,386, Mr. Bunker: $1,086,884, and Mr. Krawczyk: $815,503. (4)Represents the aggregate amount of cash bonuses earned by each executive officer in the specified fiscal year under our MICP.

  57. SUMMARY COMPENSATION TABLE

    | 2025 Proxy Statement | 50 | |

  58. SUMMARY COMPENSATION TABLE

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

  59. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | 401(k) ($) | Life Insurance ($) | Post-employment Compensation ($) | | Steve Sanghi, Chair of the Board, CEO and President | 2025 | 2,936 | 6,958 | 8,183* | | | 2024 | 8,214 | 7,518 | — | | | 2023 | 14,006 | 7,807 | — | | Ganesh Moorthy, Former President and CEO | 2025 | 3,821 | 5,205 | 333,265** | | | 2024 | 7,994 | 5,111 | — | | | 2023 | 10,575 | 4,386 | — | | Richard J. Simoncic, Chief Operating Officer | 2025 | 4,214 | 4,224 | — | | | 2024 | 7,459 | 4,224 | — | | | 2023 | 12,233 | 3,264 | — | | J. Eric Bjornholt, Senior VP and CFO | 2025 | 3,963 | 2,174 | — | | | 2024 | 7,810 | 1,886 | — | | | 2023 | 13,841 | 1,851 | — | | Mathew B. Bunker, Senior VP, Operations | 2025 | 3,462 | 2,548 | — | | Joseph R. Krawczyk II, Senior VP, Worldwide Client Engagement | 2025 | 3,619 | 6,740 | — |

  60. SUMMARY COMPENSATION TABLE

    *Amount is for reimbursement of February 2024 through August 2024 salary sacrifice. **Represents compensation paid under Mr. Moorthy's retirement agreement. (6)Mr. Sanghi retired as our Executive Chair on August 20, 2024 and served as a non-employee director on our Board between August 20, 2024 and November 18, 2024. During the period that he was a non-employee director, Mr. Sanghi was compensated for his service on our Board. (7)Mr. Moorthy retired as our President and CEO effective November 18, 2024. (8)Mr. Simoncic was promoted from Executive VP, Analog Power and Interface Business Unit to Chief Operating Officer effective April 1, 2024. (9)Fiscal 2024 and fiscal 2023 compensation is not presented for Mr. Bunker or Mr. Krawczyk since they were not named executive officers in those years.

  61. SUMMARY COMPENSATION TABLE

    | 2025 Proxy Statement | 51 | |

  62. Grants of Plan-Based Awards During Fiscal 2025

    Grants of Plan-Based Awards During Fiscal 2025 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 2025. Actual payments for our bonus plans in fiscal 2025 are reflected in the "Summary Compensation Table" above. Equity awards in the table below were granted in fiscal 2025.

  63. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  64. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 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 2.1% to 21.3% for our named executive officers in fiscal 2025. 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, 2025," 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." During fiscal 2025, in conjunction with the retirement of Ganesh Moorthy, our former President and CEO, we accelerated the vesting of equity-based awards held by Mr. Moorthy with vesting dates through November 29, 2025, for a total of 95,826 awards, of which 54,434 were PSU awards. Refer to the "Stock Vested for Fiscal Year Ended March 31, 2025," for the value realized on vesting. We did not make any material modifications to equity-based awards for any other executives during fiscal 2025.

  65. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 55 | |

  66. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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, Chair of the Board, CEO and President | | | 1,858(2) | 89,946 | | | | | 1,712(3) | 82,878 | | | | | 14,040(5) | 679,676 | | | | | 9,290(6) | 449,729 | | | | | 8,558(7) | 414,293 | | | | | 7,150(9) | 346,132 | | | | | —(11) | — | | | 4,227(21) | 204,629 | | | | | 5,346(22) | 258,800 | | | | | 8,988(23) | 435,109 | | | | | 6,731(24) | 325,848 | | | | | 6,356(25) | 307,694 | | | | | 4,922(27) | 238,274 | | | | | 5,338(28) | 258,413 | | | | | 5,162(29) | 249,892 | | | | | 1,858(30) | 89,946 | | | | | 4,480(31) | 216,877 | | | | | 128,861(31) | 6,238,161 | | | | | 1,711(32) | 82,830 | | | | | 100(32) | 4,841 | | | | | 5,329(33) | 257,977 | | | | | 196(33) | 9,488 | | | | | 7,020(36) | 339,838 | | | | | 357(37) | 17,282 | | | | | 9,289(38) | 449,680 | | | | | 115,414(39) | 5,587,192 | | | | | 8,558(40) | 414,293 | | | | | 7,150(42) | 346,132 | | | | | 6,687(43) | 323,718 | | | | | 148,133(45) | 7,171,119 | | |

  67. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 56 | |

  68. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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 J. Simoncic, Chief Operating Officer | | | 737(2) | 35,678 | | | | | 679(3) | 32,870 | | | | | 4,452(5) | 215,521 | | | | | 2,946(6) | 142,616 | | | | | 2,714(7) | 131,385 | | | | | 2,766(9) | 133,902 | | | | | —(10) | — | | | | | —(11) | — | | | | | —(12) | — | | | | | —(13) | — | | | | | —(14) | — | | | | | —(15) | — | | | | | 1,473(16) | 71,308 | | | | | —(17) | — | | | | | —(18) | — | | | | | —(19) | — | | | | | 5,494(20) | 265,965 | | | 1,150(21) | 55,672 | | | | | 1,456(22) | 70,485 | | | | | 2,447(23) | 118,459 | | | | | 1,831(24) | 88,639 | | | | | 2,015(25) | 97,546 | | | | | 7,332(26) | 354,942 | | | | | 1,338(27) | 64,773 | | | | | 1,452(28) | 70,291 | | | | | 1,404(29) | 67,968 | | | | | 736(30) | 35,630 | | | | | 1,219(31) | 59,012 | | | | | 678(32) | 32,822 | | | | | 99(32) | 4,793 | | | | | 1,690(33) | 81,813 | | | | | 194(33) | 9,392 | | | | | 4,212(34) | 203,903 | | | | | 269(35) | 13,022 | | | | | 2,226(36) | 107,761 | | | | | 314(37) | 15,201 | | | | | 2,945(38) | 142,567 | | | | | 2,713(40) | 131,336 | | | | | 2,765(42) | 133,854 | | | | | 933(42) | 45,167 | | | | | 2,587(43) | 125,237 | | | | | 914(43) | 44,247 | | | | | 2,919(44) | 141,309 | | | | | 1,081(44) | 52,331 | | | | | 2,642(46) | 127,899 | | | | | 1,472(46) | 71,260 | | | | | 3,482(47) | 168,564 | | | | | 3,412(48) | 165,175 | | | | | 4,033(49) | 195,238 | | | | | 5,494(50) | 265,965 | | |

  69. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 57 | |

  70. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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 | | | 737(2) | 35,678 | | | | | 679(3) | 32,870 | | | | | 4,452(5) | 215,521 | | | | | 2,946(6) | 142,616 | | | | | 2,714(7) | 131,385 | | | | | 2,381(9) | 115,264 | | | | | —(11) | — | | | | | —(13) | — | | | | | —(15) | — | | | | | —(17) | — | | | | | —(18) | — | | | | | —(19) | — | | | | | 3,461(20) | 167,547 | | | 1,272(21) | 61,578 | | | | | 1,610(22) | 77,940 | | | | | 2,708(23) | 131,094 | | | | | 2,027(24) | 98,127 | | | | | 2,015(25) | 97,546 | | | | | 8,126(26) | 393,380 | | | | | 1,482(27) | 71,744 | | | | | 1,606(28) | 77,746 | | | | | 1,554(29) | 75,229 | | | | | 736(30) | 35,630 | | | | | 1,349(31) | 65,305 | | | | | 678(32) | 32,822 | | | | | 93(32) | 4,502 | | | | | 1,690(33) | 81,813 | | | | | 183(33) | 8,859 | | | | | 4,656(34) | 225,397 | | | | | 252(35) | 12,199 | | | | | 2,226(36) | 107,761 | | | | | 296(37) | 14,329 | | | | | 2,945(38) | 142,567 | | | | | 2,713(40) | 131,336 | | | | | 2,380(42) | 115,216 | | | | | 2,226(43) | 107,761 | | | | | 2,512(44) | 121,606 | | | | | 2,274(46) | 110,084 | | | | | 2,194(47) | 106,212 | | | | | 2,149(48) | 104,033 | | | | | 2,540(49) | 122,961 | | | | | 3,461(50) | 167,547 | | |

  71. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 58 | |

  72. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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) | | Mathew B. Bunker, Senior VP, Operations | | | 452(2) | 21,881 | | | | | 416(3) | 20,139 | | | | | 2,732(4) | 132,256 | | | | | 1,807(6) | 87,477 | | | | | 1,665(7) | 80,603 | | | | | 1,459(8) | 70,630 | | | | | —(11) | — | | | | | —(13) | — | | | | | —(14) | — | | | | | —(15) | — | | | | | 516(16) | 24,980 | | | | | —(17) | — | | | | | —(18) | — | | | | | —(19) | — | | | | | 2,637(20) | 127,657 | | | 689(21) | 33,354 | | | | | 871(22) | 42,165 | | | | | 1,465(23) | 70,921 | | | | | 1,096(24) | 53,057 | | | | | 1,236(25) | 59,835 | | | | | 802(27) | 38,825 | | | | | 868(28) | 42,020 | | | | | 840(29) | 40,664 | | | | | 452(30) | 21,881 | | | | | 729(31) | 35,291 | | | | | 416(32) | 20,139 | | | | | 81(32) | 3,921 | | | | | 1,037(33) | 50,201 | | | | | 160(33) | 7,746 | | | | | 5,220(34) | 252,700 | | | | | 1,365(35) | 66,080 | | | | | 221(35) | 10,699 | | | | | 257(37) | 12,441 | | | | | 1,807(38) | 87,477 | | | | | 1,665(40) | 80,603 | | | | | 1,459(41) | 70,630 | | | | | 1,364(43) | 66,031 | | | | | 1,539(44) | 74,503 | | | | | 378(44) | 18,299 | | | | | 1,394(46) | 67,484 | | | | | 515(46) | 24,931 | | | | | 1,344(47) | 65,063 | | | | | 1,317(48) | 63,756 | | | | | 1,935(49) | 93,673 | | | | | 2,637(50) | 127,657 | | |

  73. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 59 | |

  74. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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) | | Joseph R. Krawczyk II, Senior VP, Worldwide Client Engagement | | | 1,514(4) | 73,293 | | | | | 1,002(6) | 48,507 | | | | | 923(7) | 44,682 | | | | | 884(8) | 42,794 | | | | | —(11) | — | | | | | —(13) | — | | | | | —(14) | — | | | | | —(15) | — | | | | | 692(16) | 33,500 | | | | | —(17) | — | | | | | —(18) | — | | | | | —(19) | — | | | | | 1,978(20) | 95,755 | | | 685(25) | 33,161 | | | | | 624(27) | 30,208 | | | | | 473(27) | 22,898 | | | | | 678(28) | 32,822 | | | | | 623(28) | 30,159 | | | | | 786(29) | 38,050 | | | | | 393(30) | 19,025 | | | | | 682(31) | 33,016 | | | | | 362(31) | 17,524 | | | | | 85(32) | 4,115 | | | | | 574(33) | 27,787 | | | | | 167(33) | 8,084 | | | | | 2,034(34) | 98,466 | | | | | 757(35) | 36,646 | | | | | 231(35) | 11,183 | | | | | 269(37) | 13,022 | | | | | 1,001(38) | 48,458 | | | | | 922(40) | 44,634 | | | | | 884(41) | 42,794 | | | | | 827(43) | 40,035 | | | | | 933(44) | 45,167 | | | | | 508(44) | 24,592 | | | | | 845(46) | 40,906 | | | | | 692(46) | 33,500 | | | | | 815(47) | 39,454 | | | | | 798(48) | 38,631 | | | | | 1,452(49) | 70,291 | | | | | 1,978(50) | 95,755 | | |

  75. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | (1) Represents the number of RSUs and PSUs multiplied by $48.41, the closing price of our common stock on March 31, 2025. |

  76. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 60 | |

  77. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | (2) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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, 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. | | (3) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 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. | | (4) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 15, 2026. 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, 2025 (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. | | (6) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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, 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. | | (7) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 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. | | (8) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 March 31, 2026. Vested PSUs are contingent on continuation of service through May 15, 2027. 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, 2025 (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 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. | | (10) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 two-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. | | (11) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 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. | | (12) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 two-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. | | (13) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 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. | | (14) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 two-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. |

  78. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 61 | |

  79. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | (15) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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. | | (16) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 two-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 PSU achievement based on performance status as of March 31, 2025 (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 March 31, 2027. Vested PSUs are contingent on continuation of service through May 15, 2028. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (18) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 June 30, 2027. Vested PSUs are contingent on continuation of service through August 15, 2028. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (19) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 September 30, 2027. Vested PSUs are contingent on continuation of service through November 15, 2028. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (20) Amount reflects estimated PSU achievement based on performance status as of March 31, 2025 (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 December 31, 2027. Vested PSUs are contingent on continuation of service through February 15, 2029. The number of shares that may be earned is between 0% and 200% of the target number of shares. | | (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) Amount reflects TSR achievement of 100.15% of target during the three-year measurement period ended June 30, 2024, subject to continuation of service through August 15, 2025. | | (23) Amount reflects PSU achievement of 174.07% of target during the three-year measurement period ended September 30, 2024, subject to continuation of service through November 15, 2025. | | (24) Amount reflects PSU achievement of 150.26% of target during the three-year measurement period ended December 31, 2024, subject to continuation of service through February 15, 2026. | | (25) Amount reflects PSU achievement of 119.25% of target during the three-year measurement period ended March 31, 2025, subject to continuation of service through May 15, 2026. | | (26) Amount reflects PSU achievement of 174.07% of target during the three-year measurement period ended September 30, 2024. These awards vest in quarterly installments from May 15, 2025 through August 15, 2026, subject to continued service on such dates. | | (27) The award vested in full on May 15, 2025. | | (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, 2025 through August 15, 2026, subject to continued service on such date. | | (35) The award vests in full on August 15, 2026, subject to continued service on such date. | | (36) The award vests in full on August 17, 2026, subject to continued service on such date. | | (37) The award vests in full on November 15, 2026, subject to continued service on such date. | | (38) The award vests in full on November 16, 2026, subject to continued service on such date. |

  80. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 62 | |

  81. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | (39) The award vests in quarterly installments from May 15, 2026 through February 15, 2027, subject to continued service on such date. | | (40) The award vests in full on February 15, 2027, subject to continued service on such date. | | (41) The award vests in full on May 15, 2027, subject to continued service on such date. | | (42) The award vests in full on May 17, 2027, subject to continued service on such date. | | (43) The award vests in full on August 15, 2027, subject to continued service on such date. | | (44) The award vests in full on November 15, 2027, subject to continued service on such date. | | (45) The award vests in quarterly installments from May 15, 2027 through February 15, 2028, subject to continued service on such date. | | (46) The award vests in full on February 15, 2028, subject to continued service on such date. | | (47) The award vests in full on May 15, 2028, subject to continued service on such date. | | (48) The award vests in full on August 15, 2028, subject to continued service on such date. | | (49) The award vests in full on November 15, 2028, subject to continued service on such date. | | (50) The award vests in full on February 15, 2029, subject to continued service on such date. |

  82. Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2025 Table Discussion

    | 2025 Proxy Statement | 63 | |

  83. STOCK VESTED

    STOCK VESTED

  84. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Non-Qualified Deferred Compensation for Fiscal Year 2025 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.

  85. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | 2025 Proxy Statement | 64 | |

  86. Non-Qualified Deferred Compensation for Fiscal Year 2025

    The following table shows the non-qualified deferred compensation activity for each named executive officer for the fiscal year ended March 31, 2025.

  87. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  88. 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) | | Steve Sanghi, Chair of the Board, CEO and President | — | — | — | — | — | | Ganesh Moorthy, Former President and CEO | — | — | 45,836 | — | 653,110 | | Richard J. Simoncic, Chief Operating Officer | — | — | — | — | — | | J. Eric Bjornholt, Senior VP and CFO | — | — | 28,545 | — | 708,302 | | Mathew B. Bunker, Senior VP, Operations | — | — | 9,116 | — | 153,440 | | Joseph R. Krawczyk II, Senior VP, Worldwide Client Engagement | — | — | 60,237 | 15,065 | 1,111,076 |

  89. NON-QUALIFIED DEFERRED COMPENSATION

    (1)The executive contribution amounts shown in the table, if any, were previously reported in the "Summary Compensation Table" as salary and/or bonus for fiscal 2025 or prior fiscal years. The earnings amounts shown in the table were not previously reported for fiscal 2025 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.

  90. NON-QUALIFIED DEFERRED COMPENSATION

    | 2025 Proxy Statement | 65 | |