DEF 14A of Skyworks Solutions, Inc., Mar 28, 2024

DEF 14A of Skyworks Solutions, Inc.

Filed Mar 28, 2024 · FY20230001104659-24-040560

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees Nine nominees, each of whom currently serves as a director, have been nominated for election to our Board of Directors (the “Board”) to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Additional information on each nominee may be found below under “Election of Directors.” The following table lists the nine nominees, their age, the year such nominees were first elected as directors of the Company, their principal occupation, their independence status, their Board committee membership(s) as of March 1, 2024, and the number of other public company boards on which they serve.

  2. Our Director Nominees

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Other Public Company Boards | | Liam K. Griffin Chairman of the Board | 57 | 2016 | Chairman, CEO and President, Skyworks Solutions | | — | — | | Christine King Lead Independent Director | 74 | 2014 | Retired Executive Chairman, QLogic | • | AC, CC (C) | — | | Alan S. Batey | 61 | 2019 | Retired EVP and President of North America, General Motors | • | CC | — | | Kevin L. Beebe | 65 | 2004 | President and CEO, 2BPartners | • | NCGC (C) | 2 | | Eric J. Guerin | 52 | 2022 | CFO, RB Global, Inc. | • | AC | — | | Suzanne E. McBride | 55 | 2022 | COO, Iridium Communications | • | NCGC | 1 | | David P. McGlade | 63 | 2005 | Retired Executive Chairman, Intelsat | • | AC (C), NCGC | — | | Robert A. Schriesheim | 63 | 2006 | Chairman, Truax Partners | • | AC, CC | 1 | | Maryann Turcke | 58 | 2023 | Former Chief Operating Officer, National Football League | • | NCGC | 2 |

  3. Our Director Nominees

    “AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “(C)” indicates Committee Chair The nine director nominees standing for reelection to the Board have diverse backgrounds, skills, and experiences. We believe their varied backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

  4. Our Director Nominees

    | 4 | | Proxy Statement |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under this Proposal 1, you are being asked to consider nine nominees for election to our Board of Directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Each nominee for election has agreed to serve if elected, and the Board knows of no reason why any nominee should be unable or unwilling to serve. If a nominee is unable or unwilling to serve, the attorneys-in-fact named in this Proxy Statement will vote any shares represented at the meeting by proxy for the election of another individual nominated by the Board, if any. No nominee or executive officer is related by blood, marriage, or adoption to any other director, nominee, or executive officer. No arrangements or understandings exist between any director or person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director. Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement. The following table lists the nine nominees for election as directors, the year such nominees were first elected as directors of the Company, and their Board committee memberships as of March 1, 2024. The table also lists the number of meetings held by each committee during fiscal year 2023.

  6. ELECTION OF DIRECTORS

    | | Director Since | | Committee Memberships | | | | Name | | Independent | AC | CC | NCGC | | Liam K. Griffin, Chairman of the Board | 2016 | | | | | | Christine King, Lead Independent Director | 2014 | • | • | C | | | Alan S. Batey | 2019 | • | | • | | | Kevin L. Beebe | 2004 | • | | | C | | Eric J. Guerin | 2022 | • | • | | | | Suzanne E. McBride | 2022 | • | | | • | | David P. McGlade | 2005 | • | C | | • | | Robert A. Schriesheim | 2006 | • | • | • | | | Maryann Turcke | 2023 | • | | | • | | Number of Meetings in FY2023 | | | 8 | 3 | 3 |

  7. ELECTION OF DIRECTORS

    “AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “C” indicates Committee Chair

  8. ELECTION OF DIRECTORS

    | 8 | | Proxy Statement |

  9. ELECTION OF DIRECTORS

    Immediately below this proposal is biographical information about each of the director nominees, including information regarding each nominee’s business experience for the past five years, and the names of other public companies for which each nominee has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Nominating and Corporate Governance Committee and our Board to conclude that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. They have each demonstrated business acumen, an ability to exercise sound judgment, knowledge of our business and industry, and the willingness to devote the time needed to be an effective director.

  10. Majority Vote Standard for Election of Directors

    Majority Vote Standard for Election of Directors A nominee for election as a director in an uncontested election (an election where the number of nominees for election as directors is equal to or less than the number of directors to be elected) will be elected if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. In a contested election (in which the number of nominees for election as directors exceeds the number of directors to be elected at such meeting), directors are elected by a plurality of all votes cast in such election. The election of directors at this Annual Meeting is uncontested. As a result, each nominee for election as a director at the Annual Meeting will only be elected if the votes cast “FOR” such nominee exceed the number of votes cast “AGAINST” such nominee. As required by our corporate governance guidelines, which are available on the Investor Relations portion of the Company’s website at www.skyworksinc.com, each incumbent director who is a nominee for election as a director at the Annual Meeting submitted to the Board an irrevocable resignation that would become effective if the votes cast “FOR” such nominee’s election do not exceed the votes cast “AGAINST” such nominee’s election and our Board determines to accept his or her resignation. Upon such resignation by a nominee and pursuant to the procedures set forth in the corporate governance guidelines, the Nominating and Corporate Governance Committee will evaluate the best interests of our Company and stockholders and will recommend to our Board the action to be taken with respect to the resignation. The Board will then decide whether to accept, reject, or modify the Nominating and Corporate Governance Committee’s recommendation, and the Company will publicly disclose such decision by the Board with respect to the director nominee. Shares represented by all proxies received by the Board that are properly completed, but do not specify a choice as to the election of directors, will be voted “FOR” the election of all nine of the nominees.

  11. Majority Vote Standard for Election of Directors

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE NOMINEES IN PROPOSAL 1 |

  12. Majority Vote Standard for Election of Directors

    | Proxy Statement | | 9 |

  13. Nominees for Election

    Nominees for Election

  14. Nominees for Election

    | Liam K. Griffin, Chairman, Chief Executive Officer and President | Director since: 2016 • Age: 57 | | Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. Qualifications: We believe that Mr. Griffin’s qualifications to serve as a director include his strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as his deep understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at Skyworks over the past two decades. | Committee(s) • None Other Public Company Boards Current • None Past 5 Years • National Instruments Corporation (until 2023) • Vicor Corporation (until 2019) |

  15. Nominees for Election

    | Christine King, Lead Independent Director | Director since: 2014 • Age: 74 | | Ms. King has been Lead Independent Director since 2019. She served as Executive Chairman of QLogic Corporation (a publicly traded developer of high-performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. Qualifications: We believe that Ms. King’s qualifications to serve as a director include her extensive management and operational experience in the high-tech and semiconductor industries as well as her significant strategic and financial expertise. | Committee(s) • Audit • Compensation (Chair) Other Public Company Boards Current • None Past 5 Years • Allegro MicroSystems, Inc. (until 2021) • IDACORP, Inc. (until 2021) |

  16. Nominees for Election

    | 10 | | Proxy Statement |

  17. Nominees for Election

    | Alan S. Batey | Director since: 2019 • Age: 61 | | Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world. Qualifications: We believe that Mr. Batey’s qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company. | Committee(s) • Compensation Other Public Company Boards Current • None Past 5 Years • None |

  18. Nominees for Election

    | Kevin L. Beebe | Director since: 2004 • Age: 65 | | Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). Qualifications: We believe that Mr. Beebe’s qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets. | Committee(s) • Nominating and Corporate Governance (Chair) Other Public Company Boards Current • SBA Communications Corporation • Frontier Communications Parent, Inc. (formerly Frontier Communications Corporation) Past 5 Years • Altimar Acquisition Corporation (until 2021) • Altimar Acquisition Corp. II (until 2021) • NII Holdings, Inc. (until 2019) |

  19. Nominees for Election

    | Proxy Statement | | 11 |

  20. Nominees for Election

    | Eric J. Guerin | Director since: 2022 • Age: 52 | | Mr. Guerin serves as Chief Financial Officer of RB Global (a publicly traded provider of insights, services and transaction solutions for commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene products), from March 2023 to December 2023 and as its Senior Vice President-Finance from January 2023 to March 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of CDK Global (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning Inc. (a publicly traded innovator in materials science). Previously, he served in financial leadership roles at Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC, each a publicly traded company or subsidiary thereof. Qualifications: We believe that Mr. Guerin’s qualifications to serve as a director include his financial and operational expertise, together with his extensive engagements within Asia-Pacific markets. | Committee(s) • Audit Other Public Company Boards Current • None Past 5 Years • Natus Medical Incorporated (until 2022) |

  21. Nominees for Election

    | Suzanne E. McBride | Director since: 2022 • Age: 55 | | Ms. McBride serves as Chief Operations Officer for Iridium Communications, Inc. (a publicly traded operator of a satellite-based global communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company), and General Dynamics Corporation (a publicly traded aerospace and defense company). Qualifications: We believe that Ms. McBride’s qualifications to serve as a director include her extensive strategy and operations expertise developed through twenty-five years of experience within the wireless technology industry. | Committee(s) • Nominating and Corporate Governance Other Public Company Boards Current • Iridium Communications, Inc. Past 5 Years • None |

  22. Nominees for Election

    | 12 | | Proxy Statement |

  23. Nominees for Election

    | David P. McGlade | Director since: 2005 • Age: 63 | | Mr. McGlade served as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. He served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. Qualifications: We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over approximately four decades of experience in the telecommunications industry. | Committee(s) • Audit (Chair) • Nominating and Corporate Governance Other Public Company Boards Current • None Past 5 Years • Intelsat S.A. (until 2022) |

  24. Nominees for Election

    | Robert A. Schriesheim | Director since: 2006 • Age: 63 | | Mr. Schriesheim has been Chairman of Truax Partners LLC (a consulting firm) since 2018 and has served as Adjunct Associate Professor of Finance at the University of Chicago Booth School of Business since September 2023. He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). Qualifications: We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations. | Committee(s) • Audit • Compensation Other Public Company Boards Current • Houlihan Lokey, Inc., Lead Independent Director Past 5 Years • Frontier Communications Corporation (until 2021) • NII Holdings, Inc. (until 2019) |

  25. Nominees for Election

    | Proxy Statement | | 13 |

  26. Nominees for Election

    | Maryann Turcke | Director since: 2023 • Age: 58 | | Ms. Turcke most recently served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (NFL) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE. Qualifications: We believe that Ms. Turcke’s qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry. | Committee(s) • Nominating and Corporate Governance Other Public Company Boards Current • Frontier Communications Parent, Inc. • Royal Bank of Canada Past 5 Years • Northern Star Investment Corp. II (until 2023) |

  27. Nominees for Election

    | 14 | | Proxy Statement |

  28. Nominees for Election

    The table below summarizes the key qualifications and attributes relied upon by the Board in nominating nine of our current directors for election. Marks indicate specific areas of focus or expertise relied on by the Board. The lack of a mark in a particular area does not necessarily signify a director’s lack of qualification or experience in such area.

  29. Nominees for Election

    | Proxy Statement | | 15 |

  30. INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION

    INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION

  31. Compensation Discussion and Analysis

    | Named Executive Officers | 34 | | Engagement with Stockholders Regarding Executive Compensation | 34 | | Approach for Determining Form and Amounts of Compensation | 35 | | Components of Compensation | 37 | | Severance and Change-in-Control Benefits | 44 | | Executive Officer Stock Ownership Requirements | 45 | | Prohibition on Hedging and Certain Other Transactions | 46 | | Compliance with Internal Revenue Code Section 162(m) | 46 | | Compensation Tables for Named Executive Officers | 47 | | Potential Payments Upon Termination or Change in Control | 51 | | CEO Pay Ratio | 57 |

  32. Approach for Determining Form and Amounts of Compensation

    Use of Comparator Group Data The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “Components of Compensation.” For fiscal year 2023, the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon survey data of semiconductor companies (where sufficient data was not available in the Aon semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of 15 publicly traded semiconductor companies listed below. Each year the Compensation Committee engages Aon to assess the peer group. Using this information, the Compensation Committee seeks to create a peer group comprised of semiconductor companies. Consolidation within the semiconductor industry over time has resulted in fewer semiconductor companies that are of similar market capitalization and revenue as Skyworks. As a result, when considering companies to potentially include in the peer group, the Compensation Committee also considers companies in adjacent industries, such as the semiconductor manufacturing equipment industry, as well as companies with smaller or greater revenue or market capitalization than the Company, many of which are business competitors and companies with which we compete for executive talent.

  33. Approach for Determining Form and Amounts of Compensation

    | Peer Group for Fiscal Year 2023 Compensation (“FY23 Peer Group”)(1) | | | | | Advanced Micro Devices | Lam Research | Monolithic Power Systems | QUALCOMM | | Analog Devices | Marvell Technology | NXP Semiconductors | Texas Instruments | | Entegris | Microchip Technology | ON Semiconductor | Western Digital | | KLA Corporation | Micron Technology | Qorvo | |

  34. Approach for Determining Form and Amounts of Compensation

    (1) For the Company’s fiscal year 2023 compensation program, we made adjustments to our peer group from the prior fiscal year to improve comparability, in part in response to stockholder feedback. Specifically, we removed Maxim Integrated Products and Xilinx, both of which were acquired, and added Entegris and Monolithic Power Systems, both of which were comparable in size to the Company from a market capitalization standpoint and smaller than the Company in terms of revenue. The Compensation Committee generally seeks to make decisions regarding each Named Executive Officer’s compensation that are competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service. After reviewing the Comparator Group data and considering the input of Aon, the Compensation Committee established (and the full Board was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year 2023. Aon advised the Compensation Committee that such components of executive compensation for fiscal year 2023 were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry. In determining the compensation of our Chief Executive Officer for fiscal year 2023, the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size and complexity, (ii) the importance of retaining and incentivizing a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers,

  35. Components of Compensation

    Components of Compensation The key elements of compensation for our Named Executive Officers are base salary, short-term incentives, long-term stock-based incentives, and health and welfare benefits. For fiscal year 2023, the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service. Base Salary The Compensation Committee annually determines a competitive base salary for each executive officer using the Comparator Group data and input provided by Aon. Base salaries are intended to attract and retain talented executives, recognize individual roles and responsibilities and provide stable income to executives. In order to provide flexibility in consideration of differences in an individual executive’s scope of responsibilities, length of service, and performance, the Compensation Committee did not target a specific percentile of the Comparator Group for executive officer salaries; however, the salaries of the executive officers were generally near the median of the Comparator Group. The base salary increases for fiscal year 2023 for each Named Executive Officer, as reflected in the table below, were based on the market-based salary adjustments recommended by Aon as well as recommendations by the Chief Executive Officer (for Named Executive Officers other than himself).

  36. Overview

    Overview Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee and is intended to motivate and reward executives by tying a significant portion of their total cash compensation to the Company’s achievement of pre-established performance goals that are generally one year or less in duration. The Compensation Committee believes that pre-established performance goals under the Company’s short-term incentive compensation plan for executive officers should generally be measured over a one-year performance period. Beginning with the Company’s fiscal year ended October 2, 2020 (“fiscal year 2020”) and continuing through fiscal year 2023, the Compensation Committee established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market uncertainties. With respect to the Fiscal Year 2023 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 15, 2022, the Compensation Committee determined that in light of continued uncertainties resulting from geopolitical concerns and global supply

  37. Incentive Opportunities

    Incentive Opportunities For each executive officer, short-term incentive compensation at the “target” level is designed to be near the median short-term incentive compensation of the Comparator Group. After reviewing Comparator Group data, the Compensation Committee determined that the target incentive under the Incentive Plan, as a percentage of base salary, for each of the Named Executive Officers should not be changed, as compared to the target incentives under the prior year’s short-term incentive plan. The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year 2023 as a percentage of such executive officer’s annual base salary.

  38. Performance Goals

    Performance Goals In December 2022 and May 2023, the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term incentive compensation with respect to each six-month period. Under the Incentive Plan, any unearned amounts with respect to the first performance period were to be forfeited and could not be earned later based on performance during the second performance period or full-year performance. Payments under the Incentive Plan were based on achieving revenue and non-GAAP operating income performance goals, each of which was weighted at 50% for each respective performance period. The non-GAAP operating income performance goal is based on the Company’s publicly disclosed non-GAAP operating income(3) after accounting for any incentive award payments, including those to be made under the Incentive Plan. The target level performance goals were established by the Compensation Committee under the Incentive Plan after reviewing the Company’s historical operating results, as well as the Company’s business outlook and expected future results relative to peers, and were designed to require significant effort and operational success on the part of our executives and the Company. The maximum level performance goals established by the Compensation Committee have historically been difficult to achieve and are designed to represent outstanding performance that the Compensation Committee believes should be rewarded. In May 2023, the Compensation Committee adopted performance goals for the second half of fiscal year 2023 based primarily on the Company’s outlook for the remainder of the fiscal year. Reflecting an unanticipated reduction in overall market demand and increased macroeconomic uncertainty, these performance goals were lower than the preliminary goals that were based on the Company’s original annual operating plan for fiscal year 2023. The performance goals adopted by the Compensation Committee for the second half of fiscal year 2023 were expected to, and did, present rigorous Non-GAAP operating income typically excludes from GAAP operating income the following: share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments and restructuring-related charges.

  39. Performance Goals

    | 38 | | Proxy Statement |

  40. Performance Goals

    achievement hurdles, as reflected in the actual achievement by the Company (and described below). The performance goals established under the Incentive Plan for fiscal year 2023 were as follows:

  41. Performance Goals

    | | Revenue | | Non-GAAP Operating Income | | | (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half | | Threshold | $2,225 | $2,250 | $768 | $700 | | Target | $2,475 | $2,500 | $888 | $820 | | Maximum | $2,575 | $2,750 | $938 | $940 |

  42. Performance Goals

    The Incentive Plan stipulated that payouts to executives following the end of the fiscal year, under either of the metrics, were conditioned upon the Company achieving full-year non-GAAP operating income of $1.1 billion.

  43. Calculation of Incentive Plan Payments

    Calculation of Incentive Plan Payments Under the Incentive Plan, upon completion of the first six months of the fiscal year, the Compensation Committee determined the extent to which the Company’s performance goals for the first performance period were attained, reviewed the Chief Executive Officer’s recommended payouts under the Incentive Plan, and approved the awards to be made under the Incentive Plan with respect to the first performance period. Upon completion of the fiscal year, the Compensation Committee completed the same process with respect to the second performance period. Payments with respect to the first performance period were capped at 100% of the first half target level attributable to the applicable metric, with amounts over the target level held back and paid after the end of the fiscal year upon certification that the Company had achieved its minimum required level of non-GAAP operating income for the fiscal year. Achievement under the performance goals at the “threshold,” “target,” or “maximum” level corresponds to payment under the Incentive Plan at the “threshold,” “target,” or “maximum” percentage, as applicable, with such percentage multiplied by the executive’s base salary for the six-month period and then multiplied by the weighting assigned to that performance goal. The payout for achievement under the performance goals between either the “threshold” and “target” levels or the “target” and “maximum” levels would be based on linear interpolation between the two relevant amounts. Each executive’s payment under the Incentive Plan is calculated by evaluating achievement of each performance goal individually, determining the portion of the total eligible incentive payment earned with respect to each such performance goal, and totaling the resulting amounts. The Compensation Committee retained the discretion to make payments, upon consideration of recommendations by the Chief Executive Officer, even if the threshold performance goals were not met or if the nominal level of non-GAAP operating income was not met, or to make payments in excess of the maximum level if the Company’s performance exceeded the maximum performance goals. While the Compensation Committee believed it was appropriate to retain this discretion in order to make short-term incentive compensation awards in appropriate extraordinary circumstances, no such adjustments were actually made.

  44. Fiscal Year Results

    the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back. The Compensation Committee did not exercise discretion, either upward or downward, to executives’ payments under the Incentive Plan. The following table shows the Company’s achievement under the Incentive Plan:

  45. Fiscal Year 2023 Stock-Based Compensation Awards

    | Name | Value of FY23 Stock-Based Award(1) | Number of Shares Subject to PSAs, at Target(2) | Number of Shares Subject to RSUs(2) | | Liam K. Griffin | $13,000,000 | 87,976 | 58,651 | | Kris Sennesael | $3,700,000 | 25,039 | 16,692 | | Reza Kasnavi | $3,910,000 | 26,460 | 17,640 | | Carlos S. Bori | $3,910,000 | 26,460 | 17,640 | | Robert J. Terry | $3,220,000 | 21,791 | 14,527 |

  46. FY23 PSAs

    (1) The emerging revenue growth metric measures the Company’s year-over-year revenue growth in certain key product categories, each of which represents an identified longer-term growth market for the Company. (2) The EBITDA margin percentile ranking metric measures the Company’s EBITDA margin achieved relative to the companies in our FY23 Peer Group during a two-year performance period comprising the Company’s fiscal years 2023 and 2024. For purposes of the EBITDA margin percentile ranking metric, EBITDA margin is calculated by dividing EBITDA by revenue for the applicable period, where EBITDA is defined as non-GAAP operating income, plus depreciation and amortization, for the applicable period. With respect to the Company and each FY23 Peer Group company, EBITDA and revenue are calculated based on publicly reported financial information for the applicable period (which for the FY23 Peer Group companies consists of the eight-quarter period that ends closest to, but not later than, October 1, 2024).4 When calculating the Company’s EBITDA margin, the impact of any acquisition or disposition occurring within the performance period is excluded if the revenue attributable to such acquisition or disposition exceeds $50 million during such period. (3) The TSR percentile ranking metric measures the Company’s percentile ranking achieved with respect to its peer group. The peer group for purposes of the TSR percentile ranking metric includes each of the companies in the S&P 500 Index during the performance period but excludes any such company that during the three-year performance period is acquired by or merged with (or enters into an agreement to be acquired by or merged with) another entity. For purposes of the PSA award, TSR for the Company and for each company in the peer group is calculated using a starting price and ending price, which consist of the average of the closing prices for each trading day during the sixty (60) consecutive calendar days ending on, and including, the last trading day before the measurement period begins and the last trading day of the measurement period, respectively, assuming dividend reinvestment and adjusting for stock splits, as applicable. The semiconductor industry generally and, in particular, many of the markets into which the Company sells its connectivity products, are characterized by constant and rapid technological change, continuous product evolution, and short product life cycles, including annual product refreshes in some cases. Recognizing that a significant driver of long-term growth is our ability 4 When calculating the EBITDA margin percentile ranking, the performance of a company in the FY23 Peer Group will be included if during the performance period such company in the FY23 Peer Group publicly reports quarterly financial results for at least six consecutive quarters out of the eight applicable quarters.

  47. FY23 PSAs

    to identify and execute on emerging revenue growth opportunities, the Compensation Committee believes that retaining emerging revenue growth as a key metric with a one-year performance period is appropriate. Moreover, utilizing only performance periods longer than one year (e.g. multi-year periods) could limit the Committee’s ability to focus management on the most compelling growth opportunities each year. Accordingly, for the FY23 PSAs, the Compensation Committee retained emerging revenue growth as a one-year metric (representing 25% of the target value of the PSAs) to incentivize our management team on specific emerging product lines that have higher growth potential and are intended to drive long-term value creation. In light of stockholder feedback following the 2021 Annual Meeting of Stockholders, the Compensation Committee determined that shares earned pursuant to the emerging revenue growth metric would not vest until the two-year anniversary of the grant date. For 25% of the target value under the FY23 PSAs, the Compensation Committee retained a two-year EBITDA margin percentile ranking metric that measures performance relative to the FY23 Peer Group. To incentivize above-median performance, the Compensation Committee set the target percentile for the EBITDA margin percentile ranking metric at the 55th percentile of our FY23 Peer Group. As in prior years, the remaining half of the target value under the FY23 PSAs was based on a three-year TSR percentile ranking, which the Compensation Committee believed provides an appropriate balance to the one-year and two-year measurement periods. The specific pre-established performance goals under the emerging revenue growth, EBITDA margin percentile ranking and TSR percentile ranking metrics are as follows:

  48. Outstanding PSAs at the End of Fiscal Year 2023

    As of January 18, 2024, performance under this metric during the applicable performance period was below the “threshold” level of performance. (2) As of January 18, 2024, performance under this metric during the applicable performance period was between the “target” and “maximum” levels of performance. (3) As of January 18, 2024, performance under this metric during the applicable performance period was between the “threshold” and “target” levels of performance. Other Compensation and Benefits We provide other benefits to our executive officers that are intended to be part of a competitive overall compensation program and are not tied to any company performance criteria. Consistent with our objective of having compensation programs that are considered fair to our employees, executive officers are eligible to participate in the Company’s medical, dental, vision, life, and disability insurance plans, as well as the Company’s 401(k) Savings and Retirement Plan and Employee Stock Purchase Plan, under the same terms as such benefits are offered to other benefits-eligible employees. We do not provide executive officers with any enhanced retirement benefits (i.e., executive officers are subject to the same limits on contributions as other employees, as we do not offer any supplemental executive retirement plan or other similar non-qualified deferred compensation plan), and they are eligible for 401(k) company-match contributions under the same terms as other employees. We offered executives the opportunity to participate in a reimbursement program for fiscal year 2023 providing up to an aggregate of $20,000 to each executive for the purchase of financial planning services, estate planning services, personal tax planning and preparation services, and/or an executive physical. No tax gross-up was provided for such reimbursements. In fiscal year 2023, each of the Named Executive Officers received reimbursement in connection with such services.

  49. Severance and Change-in-Control Benefits

    Severance and Change-in-Control Benefits None of our executive officers, including the Named Executive Officers, has an employment agreement that provides a specific term of employment with the Company. Accordingly, the employment of any such employee may be terminated at any time. We do provide certain benefits to our Named Executive Officers upon certain qualifying terminations of employment and in connection with terminations of employment under certain circumstances following a change in

  50. Severance and Change-in-Control Benefits

    | 44 | | Proxy Statement |

  51. Severance and Change-in-Control Benefits

    control. A description of the material terms of our severance and change-in-control arrangements with the Named Executive Officers can be found immediately below and further below under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes that severance protections can play a valuable role in recruiting and retaining superior talent. Severance and other termination benefits are an effective way to offer executives financial security to incent them to forego an opportunity with another company. These agreements also protect the Company as the Named Executive Officers are bound by non-solicit covenants for a period of twelve (12) months after termination of employment. Outside of the change-in-control context, each Named Executive Officer is entitled to severance benefits if his or her employment is involuntarily terminated by the Company without cause and, in the case of the Chief Executive Officer, if he terminates his own employment for good reason (as defined in the Chief Executive Officer’s change-in-control agreement). The level of each Named Executive Officer’s cash severance or other termination benefit is generally tied to his or her annual base salary and short-term incentive amounts. Additionally, each Named Executive Officer would receive enhanced severance benefits and accelerated vesting of equity awards if his or her employment were terminated under certain circumstances in connection with a change in control of the Company. These benefits are described in detail further below under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes these enhanced severance benefits and accelerated vesting are appropriate because the occurrence, or potential occurrence, of a change-in-control transaction would likely create uncertainty regarding the continued employment of executive officers that typically occurs in a change-in-control context, and such severance benefits and accelerated vesting encourage the Named Executive Officers to remain employed with the Company through the change-in-control process and to focus on enhancing stockholder value both before and during the process. In addition, the vesting protection helps assure the Named Executive Officers that they will not lose the expected value of their equity awards because of a change in control of the Company.

  52. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2023, fiscal year 2022, and our fiscal year ended October 1, 2021 (“fiscal year 2021”).

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Liam K. Griffin | 2023 | 1,170,502 | 14,554,926 | 1,509,604 | 26,404 | 17,261,436 | | Chairman, Chief Executive Officer and President | 2022 | 1,124,289 | 13,087,793 | 2,423,906 | 31,174 | 16,667,162 | | | 2021 | 1,070,223 | 11,612,745 | 3,440,000 | 27,453 | 16,150,421 | | Kris Sennesael | 2023 | 604,200 | 4,142,435 | 486,606 | 20,921 | 5,254,162 | | Senior Vice President and Chief Financial Officer | 2022 | 585,092 | 4,131,556 | 788,306 | 17,384 | 5,522,338 | | | 2021 | 556,885 | 3,589,223 | 1,120,000 | 15,203 | 5,281,311 | | Reza Kasnavic(4) | 2023 | 574,100 | 4,377,587 | 370,013 | 35,936 | 5,357,636 | | Senior Vice President, Technology and Manufacturing | 2022 | 553,677 | 4,013,570 | 597,396 | 33,910 | 5,198,553 | | Carlos S. Bori | 2023 | 538,900 | 4,377,587 | 347,530 | 26,162 | 5,290,179 | | Senior Vice President, Sales and Marketing | 2022 | 515,327 | 4,013,570 | 557,713 | 15,324 | 5,101,934 | | | 2021 | 473,131 | 3,061,420 | 760,000 | 17,154 | 4,311,705 | | Robert J. Terry | 2023 | 538,200 | 3,605,110 | 346,887 | 27,150 | 4,517,347 | | Senior Vice President, General Counsel and Secretary | 2022 | 518,885 | 3,305,147 | 559,858 | 22,731 | 4,406,621 | | | 2021 | 490,027 | 2,850,298 | 787,200 | 16,045 | 4,143,570 |

  54. Summary Compensation Table

    (1) The amounts in the Stock Awards column represent the grant date fair values, computed in accordance with the provisions of FASB ASC Topic 718 — Compensation — Stock Compensation (“ASC 718”), of PSAs and RSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For fiscal years 2021, 2022, and 2023, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2021: $14,912,691; FY 2022: $16,912,789; FY 2023: $18,454,902), Mr. Sennesael (FY 2021: $4,609,190; FY 2022: $5,339,011; FY2023: $5,252,414), Mr. Kasnavi (FY 2022: $5,886,558; FY 2023: $5,550,558), Mr. Bori (FY 2021: $3,931,401; FY 2022: $5,186,558; FY 2023: $5,550,558), and Mr. Terry (FY 2021: $3,660,286; FY 2022: $4,271,095; FY 2023: $4,571,105). For a description of the assumptions used in calculating the fair value of equity awards in fiscal year 2023 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 17, 2023. (2) Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated. (3) “All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, and financial planning benefits. For fiscal year 2023, it specifically includes $13,200 in Company contributions to each Named Executive Officer’s 401(k) Plan account, as well as $7,310, $2,500, $20,000, $10,180, and $9,226 in financial planning benefits for Messrs. Griffin, Sennesael, Kasnavi, Bori and Terry, respectively. Mr. Kasnavi was not a Named Executive Officer prior to fiscal year 2022.

  55. Summary Compensation Table

    | Proxy Statement | | 47 |

  56. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table summarizes all grants of plan-based awards made to the Named Executive Officers in fiscal year 2023, including incentive awards payable under the Incentive Plan.

  57. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock Or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Liam K. Griffin | | 940,000 | 1,880,000 | 3,760,000 | | | | | | | | 11/08/2022 | | | | 43,988 | 87,976 | 219,940 | | 9,354,928(4) | | | 11/08/2022 | | | | | | | 58,651 | 5,199,998(5) | | Kris Sennesael | | 303,000 | 606,000 | 1,212,000 | | | | | | | | 11/08/2022 | | | | 12,519 | 25,039 | 62,597 | | 2,662,552(4) | | | 11/08/2022 | | | | | | | 16,692 | 1,479,913(5) | | Reza Kasnavi | | 230,400 | 460,800 | 921,600 | | | | | | | | 11/08/2022 | | | | 13,230 | 26,460 | 66,150 | | 2,813,624(4) | | | 11/08/2022 | | | | | | | 17,640 | 1,563,962(5) | | Carlos S. Bori | | 216,400 | 432,800 | 865,600 | | | | | | | | 11/08/2022 | | | | 13,230 | 26,460 | 66,150 | | 2,813,624(4) | | | 11/08/2022 | | | | | | | 17,640 | 1,563,962(5) | | Robert J. Terry | | 216,000 | 432,000 | 864,000 | | | | | | | | 11/08/2022 | | | | 10,895 | 21,791 | 54,477 | | 2,317,146(4) | | | 11/08/2022 | | | | | | | 14,527 | 1,287,964(5) |

  58. Grants of Plan-Based Awards Table

    (1) The amounts shown represent the potential value of awards earned under the Incentive Plan. The amounts actually paid to the Named Executive Officers under the Incentive Plan are shown above in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” For a more complete description of the Incentive Plan, please see description above under “Components of Compensation — Short-Term Incentives.” (2) The amounts shown represent shares potentially issuable pursuant to the FY23 PSAs granted on November 8, 2022, under the Company’s 2015 Long-Term Incentive Plan, as described above under “Components of Compensation — Long-Term Stock-Based Compensation.” (3) Represents shares underlying RSU awards granted under the Company’s 2015 Long-Term Incentive Plan. Each RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after the grant date and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date. (4) Reflects the grant date fair value of the FY23 PSAs, computed in accordance with the provisions of ASC 718, using (a) a Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related to TSR percentile ranking, and (b) a price of $88.66 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022, to value the portion of the award related to emerging revenue growth and design wins, assuming performance at the “target” level. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 2023 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 17, 2023. Reflects the grant date fair value of the RSUs granted on November 8, 2022, computed in accordance with the provisions of ASC 718 using a price of $88.66 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022.

  59. Grants of Plan-Based Awards Table

    | 48 | | Proxy Statement |

  60. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table summarizes the unvested stock awards and all stock options held by the Named Executive Officers as of the end of fiscal year 2023.

  61. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(1) | | Liam K. Griffin | | | | | 10,129(2) | 998,618 | 11,468(8) | 1,130,630 | | | | | | | 15,291(3) | 1,507,540 | 11,930(9) | 1,176,179 | | | | | | | 23,859(4) | 2,352,259 | 87,976(10) | 8,673,553 | | | | | | | 58,651(5) | 5,782,402 | | | | | | | | | 39,726(6) | 3,916,586 | | | | | | | | | 43,988(7) | 4,336,777 | | | | Kris Sennesael | 12,770 | — | 77.66 | 11/9/2023 | 3,241(2) | 319,530 | 3,544(8) | 349,403 | | | | | | | 4,726(3) | 465,936 | 3,766(9) | 371,290 | | | | | | | 7,532(4) | 742,580 | 25,039(10) | 2,468,595 | | | | | | | 16,692(5) | 1,645,664 | | | | | | | | | 12,540(6) | 1,236,319 | | | | | | | | | 12,520(7) | 1,234,347 | | | | Reza Kasnavi | | | | | 2,735(2) | 269,644 | 3,440(8) | 339,150 | | | | | | | 4,586(3) | 452,134 | 3,658(9) | 360,642 | | | | | | | 7,317(4) | 721,383 | 26,460(10) | 2,608,691 | | | | | | | 17,640(5) | 1,739,128 | | | | | | | | | 12,183(6) | 1,201,122 | | | | | | | | | 13,230(7) | 1,304,346 | | | | Carlos S. Bori | | | | | 2,735(2) | 269,644 | 3,023(8) | 298,038 | | | | | | | 4,030(3) | 397,318 | 3,658(9) | 360,642 | | | | | | | 7,317(4) | 721,383 | 26,640(10) | 2,608,691 | | | | | | | 17,640(5) | 1,739,128 | | | | | | | | | 12,183(6) | 1,201,122 | | | | | | | | | 13,230(7) | 1,304,346 | | | | Robert J. Terry | | | | | 2,633(2) | 259,587 | 2,815(8) | 277,531 | | | | | | | 3,752(3) | 369,910 | 3,012(9) | 296,953 | | | | | | | 6,025(4) | 594,005 | 21,791(10) | 2,148,375 | | | | | | | 14,527(5) | 1,432,217 | | | | | | | | | 10,033(6) | 989,153 | | | | | | | | | 10,896(7) | 1,074,237 | | |

  62. Outstanding Equity Awards at Fiscal Year End Table

    (1) Reflects a price of $98.59 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 29, 2023. (2) Represents shares issuable under an RSU award granted on November 5, 2019, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vested at a rate of 25% per year on each anniversary of the grant date until it became fully vested on November 5, 2023. (3) Represents shares issuable under an RSU award granted on November 11, 2020, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 11, 2024. Represents shares issuable under an RSU award granted on November 10, 2021, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 10, 2025.

  63. Outstanding Equity Awards at Fiscal Year End Table

    | Proxy Statement | | 49 |

  64. Outstanding Equity Awards at Fiscal Year End Table

    Represents shares issuable under an RSU award granted on November 8, 2022, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 8, 2026. (6) Represents shares issuable under the fiscal year 2022 PSAs (“FY22 PSAs”) (awarded on November 10, 2021) with respect to the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year 2022, assuming achievement at the “maximum” level of performance, one hundred percent (100%) of which were issued on November 10, 2023. Also represents shares issuable under the FY22 PSAs with respect to the EBITDA margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2022 and 2023, assuming achievement with respect to such metric of 133% of the target level of performance, one hundred percent (100%) of which were issued on November 10, 2023. (7) Represents shares issuable under the FY23 PSAs (awarded on November 8, 2022, as described above under “Components of Compensation — Long-Term Stock-Based Compensation”) with respect to the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year 2023, assuming achievement at the “maximum” level of performance. One hundred percent (100%) of the shares to be earned under the FY23 PSAs with respect to this metric will be issued on November 8, 2024, to the extent earned and provided that the executive meets the continued employment condition. (8) Represents shares issuable under the fiscal year 2021 PSAs (the “FY21 PSAs”) with respect to the TSR percentile ranking metric, assuming achievement at the “threshold” level of performance. This portion of the FY21 PSAs, which was subject to a three-year performance period, would have been issued on November 11, 2023, had it been achieved. (9) Represents shares issuable under the FY22 PSAs with respect to the TSR percentile ranking metric, assuming achievement at the “threshold” level of performance. This portion of the FY22 PSAs, which is subject to a three-year performance period, will be issued on November 10, 2024, to the extent earned and provided that the executive meets the continued employment condition. (10) Represents shares issuable under the FY23 PSAs (awarded on November 8, 2022, as described above under “Components of Compensation — Long-Term Stock-Based Compensation”) with respect to the TSR percentile ranking metric, assuming achievement at the “target” level of performance. This portion of the FY23 PSAs, which is subject to a three-year performance period, will be issued on November 8, 2025, to the extent earned and provided that the executive meets the continued employment condition. Also represents shares issuable under the FY23 PSAs with respect to the EBITDA margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2023 and 2024, assuming achievement at the “maximum” level of performance. This portion of the FY23 PSAs will be issued on November 8, 2024, to the extent earned and provided that the executive meets the continued employment condition.

  65. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table summarizes the Named Executive Officers’ option exercises and stock award vesting during fiscal year 2023.

  66. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Liam K. Griffin | 13,211 | 348,977 | 60,765 | 5,649,836 | | Kris Sennesael | 40,000 | 1,242,374 | 18,591 | 1,729,714 | | Reza Kasnavi | — | — | 16,768 | 1,566,232 | | Carlos S. Bori | — | — | 16,503 | 1,533,838 | | Robert J. Terry | — | — | 14,204 | 1,324,298 |

  67. Option Exercises and Stock Vested Table

    (1) The value realized on exercise is based on the amount by which the market price of a share of the Company’s common stock at the time of exercise exceeded the applicable exercise price per share of the exercised option. The value realized upon vesting is determined by multiplying (a) the number of shares underlying the stock awards that vested, by (b) the closing price of the Company’s common stock on the Nasdaq Global Select Market on the applicable vesting date.

  68. Option Exercises and Stock Vested Table

    | 50 | | Proxy Statement |

  69. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Mr. Griffin On May 10, 2023, in connection with the expiration, in accordance with its terms, of the Amended and Restated Change in Control / Severance Agreement between the Company and Mr. Griffin, the Company entered into a Second Amended and Restated Change in Control / Severance Agreement with Mr. Griffin (the “Griffin Agreement”). The Griffin Agreement sets out severance benefits that become payable if, while employed by the Company, other than following a change in control, Mr. Griffin either (i) is terminated without cause, or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Griffin under either of these circumstances would consist of: (i) a lump-sum payment equal to two (2) times the sum of (A) his then-current annual base salary immediately prior to such termination and (B) the Bonus Amount (as defined below); (ii) full acceleration of the vesting of all of Mr. Griffin’s outstanding stock options, which stock options would become exercisable for a period of two (2) years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards (including awards of restricted stock units), and the right to receive the number of performance shares under outstanding PSAs that are earned but unissued and that he would have earned had he remained employed through the end of the applicable performance period; and (iii) provided he is eligible for and timely elects to continue receiving group medical coverage (and provided the provision of such payments will not violate any applicable nondiscrimination laws), certain COBRA continuation for him and his eligible dependents (“COBRA continuation”) for up to fifteen (15) months after the termination date. The “Bonus Amount” is an amount equal to the greater of (x) the average of the short-term cash incentive awards received for the three (3) years prior to the year in which the termination occurs, and (y) the target annual short-term cash incentive award for the year in which the termination occurs. The Griffin Agreement also sets out severance benefits that become payable if, within the period of time commencing three (3) months prior to and ending two (2) years following a change in control, Mr. Griffin’s employment is either (i) terminated by the Company without cause, or (ii) terminated by him for good reason (a “Qualifying Termination”). The severance benefits provided to Mr. Griffin in such circumstances would consist of the following: (i) a lump-sum payment equal to two and one-half (21∕2) times the sum of (A) his annual base salary immediately prior to the change in control, and (B) the CIC Bonus Amount (as defined below); (ii) all of Mr. Griffin’s then-outstanding stock options would become exercisable for a period of thirty (30) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation for up to eighteen (18) months after the termination date. The “CIC Bonus Amount” is an amount equal to the greater of (x) the average of the annual short-term cash incentive awards received for the three (3) years prior to the year in which the change of control occurs and (y) the target annual short-term cash incentive award for the year in which the change of control occurs. The Griffin Agreement also provides that in the event of a Qualifying Termination, Mr. Griffin is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards). At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the applicable performance period, such awards would be deemed earned as to the greater of (i) the target level of shares for such awards, or (ii) if such calculation is determined to be practicable by the Compensation Committee, the number of shares that would have been earned pursuant to the terms of such awards based upon performance

  70. Potential Payments Upon Termination or Change in Control

    | Proxy Statement | | 51 |

  71. Potential Payments Upon Termination or Change in Control

    up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control. In the event of Mr. Griffin’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), the Griffin Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). The Griffin Agreement also provides that if Mr. Griffin’s death or permanent disability occurs prior to the end of the performance period of a performance-based equity award, each such award would be deemed earned as to the greater of (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had he remained employed through the end of the performance period, and such earned shares would become vested and issuable to him after the performance period ends. In addition, all outstanding stock options would remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms). The Griffin Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term from May 10, 2023, and thereafter renews automatically on an annual basis for up to five (5) additional years unless either the Company or Mr. Griffin timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to Mr. Griffin under the Griffin Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in his retaining a larger amount, on an after-tax basis, than if he had received all of the payments due. Additionally, the Griffin Agreement requires that Mr. Griffin sign a release of claims in favor of the Company before he is eligible to receive any benefits under the Griffin Agreement and contains a non-solicitation provision applicable to Mr. Griffin while he is employed by the Company and for twelve (12) months following the termination of his employment. The terms “change in control,” “cause,” and “good reason” are each defined in the Griffin Agreement. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: (i) a material diminution in his base compensation, authority, duties, responsibilities, or budget over which he retains authority; (ii) a requirement that Mr. Griffin report to a corporate officer or employee instead of reporting directly to the Board of Directors; (iii) a material change in his office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement. Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and Mr. Terry The Company entered into Amended and Restated Change in Control / Severance Agreements with each of Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and Mr. Terry on May 10, 2023, respectively. Each such Amended and Restated Change in Control / Severance Agreement is referred to herein as a “CIC Agreement.”

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  73. Potential Payments Upon Termination or Change in Control

    Each CIC Agreement sets out severance benefits that become payable if the executive officer experiences a Qualifying Termination. The severance benefits provided to the executive in such circumstances would consist of the following: (i) a lump sum payment equal to one and one-half (11∕2) times the sum of (A) his annual base salary immediately prior to the change in control, and (B) the CIC Bonus Amount; (ii) all of the executive’s then-outstanding stock options would remain exercisable for a period of eighteen (18) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation for up to eighteen (18) months after the termination date. Each CIC Agreement also provides that in the event of a Qualifying Termination, the executive is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards). At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the performance period, such awards would be deemed earned as to the greater of (i) the target level of shares for such awards, or (ii) if such calculation is determined to be practicable by the Compensation Committee, the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control. Each CIC Agreement also sets out severance benefits outside a change in control that become payable if the executive’s employment is terminated by the Company without cause. The severance benefits provided to the executive under such circumstance would consist of the following: (i) biweekly compensation continuation payments commencing not more than sixty (60) days after such termination and continuing for a period of twelve (12) months, with each such compensation continuation payment being equal to the aggregate payment amount divided by twenty-six (26), where the aggregate payment is equal to the sum of (x) his then-current annual base salary, and (y) any short-term cash incentive award then due; (ii) all then-vested outstanding stock options would remain exercisable for a period of twelve (12) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation coverage for up to twelve (12) months after the termination date. In the event of the executive’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), each CIC Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). Each CIC Agreement also provides that for a performance-based equity award where the executive’s death or permanent disability occurs prior to the end of the performance period, such award would be deemed earned as to the greater of (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had the executive remained employed through the end of the performance period, and such earned shares would become vested and issuable to the executive after the performance period ends. In addition, all outstanding stock options would remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms). Each CIC Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term, and thereafter

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  75. Potential Payments Upon Termination or Change in Control

    renews automatically on an annual basis for up to five (5) additional years unless either the Company or the executive timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to each executive under his or her CIC Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in the executive retaining a larger amount, on an after-tax basis, than if he had received all of the payments due. Additionally, each CIC Agreement requires that the executive sign a release of claims in favor of the Company before he is eligible to receive any benefits under the agreement. Each CIC Agreement also contains non-solicitation provisions applicable to the executive while he is employed by the Company and for a period of twelve (12) months following the termination of his employment. The terms “change in control,” “cause,” and “good reason” are each defined in the CIC Agreements. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: (i) a material diminution in the executive’s base compensation, authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities of the executive’s supervisor; (iii) a material change in the executive’s office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.

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  77. Potential Payments Upon Termination or Change in Control

    The following table summarizes the payments and benefits that would be made by the Company to the Named Executive Officers as of September 29, 2023, in the following circumstances as of such date: termination without cause outside of a change in control; • termination without cause or for good reason in connection with a change in control; and • in the event of a termination of employment because of death or disability. The accelerated equity values in the table reflect a price of $98.59 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 29, 2023. The table does not reflect any equity awards made after September 29, 2023.

  78. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination w/o Cause Outside Change in Control ($)(1) | Termination w/o Cause or for Good Reason, After Change in Control ($) | Death/Disability ($) | | Liam K. Griffin(2) | Salary and Short-Term Incentive | 7,307,804(3) | 9,134,755(4) | — | | | Accelerated RSUs | 10,640,818 | 10,640,818 | 10,640,818 | | | Accelerated PSAs(5) | 21,367,114 | 21,367,114 | 21,367,114 | | | Medical | 35,842 | 43,010 | — | | | TOTAL | 39,351,578 | 41,185,697 | 32,007,932 | | Kris Sennesael(2) | Salary and Short-Term Incentive | 606,000(6) | 2,113,153(7) | — | | | Accelerated RSUs | — | 3,173,711 | 3,173,711 | | | Accelerated PSAs(5) | — | 6,331,351 | 6,331,351 | | | Medical | 28,673 | 43,010 | — | | | TOTAL | 634,673 | 11,661,225 | 9,505,062 | | Reza Kasnavi(2) | Salary and Short-Term Incentive | 576,000(6) | 1,752,698(7) | — | | | Accelerated RSUs | — | 3,182,288 | 3,182,288 | | | Accelerated PSAs(5) | — | 6,461,687 | 6,461,687 | | | Medical | 8,956 | 13,434 | — | | | TOTAL | 584,956 | 11,410,107 | 9,643,975 | | Carlos S. Bori(2) | Salary and Short-Term Incentive | 541,000(6) | 1,645,956(7) | — | | | Accelerated RSUs | — | 3,127,472 | 3,127,472 | | | Accelerated PSAs(5) | — | 6,379,463 | 6,379,463 | | | Medical | 28,673 | 43,010 | — | | | TOTAL | 569,673 | 11,195,901 | 9,506,935 | | Robert J. Terry(2) | Salary and Short-Term Incentive | 540,000(6) | 1,665,129(7) | — | | | Accelerated RSUs | — | 2,655,719 | 2,655,719 | | | Accelerated PSAs(5) | — | 5,317,846 | 5,317,846 | | | Medical | 28,673 | 43,010 | — | | | TOTAL | 568,673 | 9,681,704 | 7,973,565 |

  79. Potential Payments Upon Termination or Change in Control

    (1) For Mr. Griffin, includes amounts payable pursuant to a termination for good reason outside of a change in control. (2) Excludes the value of accrued vacation/paid time off required by law to be paid upon termination. (3) Represents an amount equal to two (2) times the sum of (A) Mr. Griffin’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2020, 2021, and 2022, since such average is greater than the “target” short-term cash incentive award for fiscal year 2023. Represents an amount equal to two and one-half (21∕2) times the sum of (A) Mr. Griffin’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2020, 2021, and 2022, since such average is greater than the “target” short-term cash incentive award for fiscal year 2023.

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  81. Potential Payments Upon Termination or Change in Control

    Represents the value of PSAs that were unvested and outstanding as of September 29, 2023, in accordance with Item 402(j) of Regulation S-K, using the following assumptions: (a) achievement at the “target” level of performance for the FY21 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 11, 2023, based on the Company’s TSR relative to the applicable peer group for fiscal years 2021 and 2022 tracking below the “target” level of performance; (b) achievement at 200% of the “target” level of performance for the FY22 PSAs emerging revenue growth metric scheduled to vest on November 10, 2023, based on the Company’s actual achievement at the “maximum” level of performance with respect to the performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2022; (c) achievement at 133% of the “target” level of performance for the FY22 PSAs EBITDA margin percentile ranking metric scheduled to vest on November 10, 2023, based on the Company’s tracking of achievement between the “target” and “maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal year 2022 and fiscal year 2023; (d) achievement at the “target” level of performance for the FY22 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 10, 2024, based on the Company’s TSR relative to the applicable peer group for fiscal year 2022 tracking below the “target” level of performance; (e) achievement at 200% of the “target” level of performance for the FY23 PSAs emerging revenue growth metric scheduled to vest on November 8, 2024, based on the Company’s actual achievement at the “maximum” level of performance with respect to the performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2023; (f) achievement at 192% of the “target” level of performance for the FY23 PSAs EBITDA margin percentile ranking metric scheduled to vest on November 8, 2024, based on the Company’s tracking of achievement between the “target” and “maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal year 2023 and fiscal year 2024; and (g) achievement at the “target” level of performance for the FY23 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 8, 2025, based on the Company’s TSR relative to the applicable peer group for fiscal year 2023 tracking below the “target” level of performance. (6) Represents an amount equal to the Named Executive Officer’s annual base salary as of September 29, 2023. Represents an amount equal to one and one-half (11∕2) times the sum of (A) the Named Executive Officer’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to the Named Executive Officer for fiscal years 2020, 2021, and 2022, since such average is greater than the Named Executive Officer’s “target” short-term cash incentive award for fiscal year 2023.

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  83. CEO Pay Ratio

    CEO Pay Ratio Following is an estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. For fiscal year 2023: • The annual total compensation of our Chief Executive Officer was $17,261,436. • The annual total compensation of our median compensated employee was $32,457. • Based on the foregoing, we estimate that our Chief Executive Officer’s total annual compensation was approximately 532 times that of our median employee. To determine the median of the annual total compensation of our employees, we applied the following methodology and material assumptions: • We did not use the de minimis exception to exclude any non-U.S. employees. We have a globally diverse workforce with total headcount of approximately 9,750 as of September 29, 2023, of which approximately 76% are located outside the United States, primarily in locations employing large direct labor forces such as Mexico and Singapore where wages are significantly lower than in the United States. The median employee within our employee population was identified, consistent with prior years, as of the last day of our fiscal year, or September 29, 2023, and is a full-time employee in our Mexicali, Mexico facility. • To identify the median employee, we used a consistently applied compensation measure that included total taxable earnings paid to our employees in the most recently completed taxable year in their respective jurisdictions. This included base salary, overtime pay, shift premiums, recognition bonuses, annual cash incentive awards, and long-term stock-based incentive awards. We annualized the compensation of permanent, full-time, and part-time employees who were hired after the beginning of the most recently completed taxable year in their respective jurisdictions. • Using this consistently applied compensation measure, we identified an employee at the median and calculated such employee’s total compensation for fiscal year 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K. • We did not use any cost-of-living adjustments in identifying the median employee. • The annual total compensation of our Chief Executive Officer is the amount reported in the “Total” column of our Summary Compensation Table for fiscal year 2023. We believe our pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  84. CEO Pay Ratio

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  85. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. For further discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis section of this report. The Company’s executive compensation program reflects our pay-for-performance philosophy. Overall, our executive compensation is closely aligned with stockholder returns, as a substantial portion of compensation to our PEO and Other NEOs is in the form of long-term stock-based compensation awards, where the potential value that may be earned fluctuates depending on the movement of our stock price and/or the achievement of performance goals.

  86. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h) | Revenue ($ in millions) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2023 | $17,261,436 | $24,905,013 | $5,104,831 | $7,246,354 | $71.02 | $185.42 | $982,763,578 | $4,772.4 | | 2022 | $16,667,162 | $(3,791,369) | $5,057,362 | $(596,664) | $59.92 | $95.60 | $1,275,184,583 | $5,485.5 | | 2021 | $16,150,421 | $17,740,729 | $4,231,051 | $4,521,969 | $113.02 | $136.11 | $1,498,319,703 | $5,109.1 |

  87. Pay Versus Performance

    (1) Our PEO was Liam K. Griffin for all years in the table. Our Other NEOs were Kris Sennesael (all years), Carlos S. Bori (all years), Robert J. Terry (all years), Reza Kasnavi (fiscal years 2023 and 2022) and Karilee A. Durham (fiscal year 2021). (2) The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. The peer group is the S&P 500 Semiconductors Index.

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  89. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | Adjustments | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | SCT Amounts | $17,261,436 | $5,104,831 | $16,667,162 | $5,057,362 | $16,150,421 | $4,231,051 | | Adjustments for stock and option awards | | | | | | | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $(14,554,926) | $(4,125,680) | $(13,087,793) | $(3,865,961) | $(11,612,745) | $(2,876,649) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $20,516,846 | $5,815,643 | $7,240,513 | $2,138,748 | $15,499,027 | $3,839,404 | | Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $309,275 | $88,027 | $(16,465,205) | $(4,559,564) | $(3,984,069) | $(1,101,103) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $903,977 | $233,375 | $1,719,966 | $438,328 | $1,646,304 | $404,850 | | Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $468,405 | $130,158 | $133,989 | $194,423 | $41,791 | $24,416 | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $0 | $0 | $0 | $0 | $0 | $0 | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Amounts for the covered fiscal year | $0 | $0 | $0 | $0 | $0 | $0 | | CAP Amounts (as calculated) | $24,905,013 | $7,246,354 | (3,791,369) | (596,664) | 17,740,729 | 4,521,969 |

  90. Pay Versus Performance

    * Amounts presented are averages for the entire group of Other NEOs in each respective year. The valuation methodology used to calculate fair values in the above table did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts.

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  92. Pay Versus Performance

    The following table lists the five financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for fiscal year 2023 (our most recently completed fiscal year), to company performance. Of these measures, we have identified revenue as the most important.

  93. Pay Versus Performance

    | EBITDA margin percentile ranking | | Emerging revenue growth | | Non-GAAP operating income | | Revenue | | TSR percentile ranking |

  94. Pay Versus Performance

    The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEO and Other NEOs as compared to our cumulative total shareholder return (“TSR”), the cumulative total shareholder return of our peer group (“Peer Group TSR”), net income and revenue, as well as the relationship between TSR and Peer Group TSR:

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  96. Pay Versus Performance

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  97. Director Compensation

    Director Compensation The Board sets the compensation for the Company’s non-employee directors, after receiving the recommendations of the Compensation Committee. In formulating its recommendations, the Compensation Committee seeks and receives input from Aon related to the amounts, terms, and conditions of director cash compensation and stock-based compensation awards, with the goal of establishing non-employee director compensation that is similar to, and competitive with, the compensation of non-employee directors at peer companies in the semiconductor industry.

  98. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid to the Company’s non-employee directors for fiscal year 2023.

  99. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Christine King, Lead Independent Director | 165,000 | 225,006 | 390,006 | | Alan S. Batey | 90,000 | 225,006 | 315,006 | | Kevin L. Beebe | 95,000 | 225,006 | 320,006 | | Eric J. Guerin | 90,426 | 225,006 | 315,432 | | Suzanne E. McBride | 87,500 | 225,006 | 312,506 | | David P. McGlade | 117,500 | 225,006 | 342,506 | | Robert A. Schriesheim | 105,000 | 225,006 | 330,006 | | Maryann Turcke | 54,481 | 225,006 | 279,487 |

  100. Director Compensation Table

    (1) The non-employee members of the Board who were directors on September 29, 2023, held the following aggregate number of unexercised stock options and unvested RSU awards as of such date:

  101. Director Compensation Table

    | Name | Number of Securities Underlying Unexercised Options | Number of Shares Subject to Unvested RSUs | | Christine King, Lead Independent Director | — | 2,078 | | Alan S. Batey | — | 2.078 | | Kevin L. Beebe | — | 2,078 | | Eric J. Guerin | — | 2,971 | | Suzanne E. McBride | — | 2,976 | | David P. McGlade | — | 2,078 | | Robert A. Schriesheim | — | 2,078 | | Maryann Turcke | — | 4,155 |

  102. Director Compensation Table

    (2) Reflects, for each non-employee director elected at the 2023 Annual Meeting of Stockholders (i.e., Mses. King, McBride, and Turcke and Messrs. Batey, Beebe, Guerin, McGlade, and Schriesheim), the grant date fair value of 2,078 RSUs granted on May 10, 2023, computed in accordance with the provisions of ASC 718 using a price of $98.56 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on May 10, 2023. Upon first being elected to serve as a director, new directors received a grant having a grant date fair value approximating $225,000, vesting annually over three years, where the grant date fair value was based on the 30-day average of the stock price on the fifth business day following the director’s appointment. The value in this column also reflects the grant date fair value of 2,077 RSUs granted to Ms. Turcke on February 15, 2023 with a price of $121.73 per share on the grant date.