DEF 14A of Lattice Semiconductor Corp, Mar 18, 2026

DEF 14A of Lattice Semiconductor Corp

Filed Mar 18, 2026 · FY20250001140361-26-010150

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees

    Nominees At the recommendation of the Nominating and Governance Committee of the Board of Directors, the Company will be nominating eight directors at the Annual Meeting for one-year terms ending in 2027. Your shares will be voted as you specify when providing your proxy. If you do not specify how you want your shares voted when you provide your proxy, we will vote your shares for the election of the nominees listed below. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for the nominee, we will vote your shares for that other person. The Company’s goal is to assemble a Board that operates cohesively and works with management in a constructive way to deliver long-term value to our stockholders. We believe that the nominees set forth below possess valuable experience to guide the Company in the best interests of our stockholders. The director nominees, all of whom are current directors of the Company, consist of individuals with proven records of professional success. They are collegial, independent in their thinking, and committed to the work necessary to be informed about our industry, the Company, and its key stakeholders. Most of our director nominees have broad technology sector experience, including expertise in semiconductor technology, innovation, and strategy. Several members of our Board are current or former chief executive officers, providing the Board with practical understanding of how large organizations operate, and resulting strategy and risk management. The following briefly describes each of the individuals nominated for election at the Annual Meeting. In addition, a description of the specific experience, qualifications, attributes, and skills that led our Board of Directors to conclude that each of the nominees should serve as a director follows the biographical information of each nominee below. For further information regarding the specific skills and qualities of the director nominees, see the section entitled “Corporate Governance and Other Matters – Director Qualifications, Skills and Experiences.” There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation, was nominated, or serves as director. There are no family relationships among any of the nominees, our directors, or executive officers. There are no material proceedings to which nominees, directors, executive officers or 5% stockholders are adverse to the Company. There have been no legal proceedings involving the nominees, directors, or executive officers during the last ten years that the Company believes are material to such person’s integrity or ability to serve as an officer or director.

  3. Nominees

    | Name | Age | Director Since | | Douglas Bettinger(3) | 58 | 2022 | | Que Thanh Dallara(2) | 52 | 2023 | | John Forsyth(1)(2) | 52 | 2023 | | Mark Jensen(3) | 75 | 2013 | | James Lederer(2) | 65 | 2018 | | D. Jeffrey Richardson(1)(2) | 61 | 2014 | | Elizabeth Schwarting(1) | 62 | 2023 | | Ford Tamer | 64 | 2024 |

  4. Nominees

    | (1) Member of the Nominating and Governance Committee. |

  5. Nominees

    | (2) Member of the Compensation Committee. |

  6. Nominees

    | (3) Member of the Audit Committee. |

  7. Biographical Information

    Biographical Information

  8. Biographical Information

    | | Douglas Bettinger, 58, has served as a director of the Company since December 2022. Mr. Bettinger is Executive Vice President and Chief Financial Officer at Lam Research Corporation, a manufacturer and provider of wafer fabrication equipment and services to the semiconductor industry. In this role, he oversees Lam’s finance, tax, treasury, and investor relations organizations. Prior to joining Lam in 2013, Mr. Bettinger was the Senior Vice President and Chief Financial Officer of Avago Technologies Ltd. (currently Broadcom Inc.) and held a variety of executive finance positions with Xilinx, Inc., 24/7 Customer, and Intel Corp. Mr. Bettinger also sits on the Board of Industry Leaders of SEMI, an industry association focused on the semiconductor industry’s design, manufacturing and supply chain. He holds a Bachelor’s degree in economics from the University of Wisconsin in Madison, and an MBA degree in finance from the University of Michigan. | | | Mr. Bettinger brings to the Company more than 30 years of financial and operational experience in the semiconductor industry. |

  9. Biographical Information

    | | Que Thanh Dallara, 52, has served as a director of the Company since November 2023. Since May 2022, Ms. Dallara has been the Executive Vice President and Operating Unit President of the global Diabetes Operating Unit at Medtronic plc, a global leader in medical technology. Prior to joining Medtronic, from October 2018 to April 2022, Ms. Dallara was the President and Chief Executive Officer of Honeywell Connected Enterprise, Honeywell International, Inc.’s software business. From January 2017 to October 2019, Ms. Dallara was Senior Vice President and Chief Commercial Officer of Honeywell, leading its efforts in strategy, marketing, sales excellence, pricing, product innovation, including enterprise software, data analytics and IoT solutions. Prior to Honeywell, Ms. Dallara held various executive roles at TE Connectivity Ltd., Microsoft Corporation, McKinsey & Company, and Telstra Group Limited. Ms. Dallara earned an MBA from Institut Européen d’Administration des Affaires (INSEAD), a Bachelor of Science in applied mathematics, and a Bachelor of Commerce in finance from The University of New South Wales, Sydney, Australia. | | | Ms. Dallara brings to the Company over 20 years of general management and enterprise transformation experience in multiple industries globally. |

  10. Biographical Information

    | | John Forsyth, 52, has served as a director of the Company since November 2023. Since January 2021, Mr. Forsyth has been the Chief Executive Officer, President, and a member of the board of directors at Cirrus Logic, Inc., a leading supplier of low-power, high-precision mixed-signal processing solutions for mobile and consumer applications. Prior to assuming the role of CEO, Mr. Forsyth was instrumental in driving Cirrus Logic’s product strategy as President, Chief Strategy Officer from June 2018 to January 2021, and Vice President of Marketing from August 2014 to June 2018. Mr. Forsyth also served as Vice President of Audio Products at Wolfson Microelectronics, which was acquired by Cirrus Logic in 2014. Prior to joining Wolfson in 2012, Mr. Forsyth led product development and strategy in several technology companies, including serving as chief technical officer of the Symbian Foundation and as vice president of strategy at Symbian Software. Mr. Forsyth earned his undergraduate degree from the University of Glasgow. | | | Mr. Forsyth brings to the Company extensive management experience and knowledge of the semiconductor industry. |

  11. Biographical Information

    | | Mark Jensen, 75, has served as a director of the Company since June 2013. Mr. Jensen served as an executive of Deloitte & Touche LLP until his retirement in June 2012. He held a variety of positions, including U.S. Managing Partner-Audit and Enterprise Risk Services, Technology Industry and U.S. Managing Partner-Venture Capital Services Group. Prior to joining Deloitte & Touche LLP, Mr. Jensen was the Chief Financial Officer of Redleaf Group. Earlier in his career, Mr. Jensen was an executive at Arthur Andersen LLP and served as the Managing Partner of the firm’s Silicon Valley Office and leader of the firm’s Global Technology Industry Practice. Mr. Jensen currently serves on the board of Wolfspeed since May 2025. Mr. Jensen served on the boards of directors of Chrome Holding Co. (formerly 23andMe Holding Co.) from October 2024 to December 2025, Exabeam, Inc. from 2022 to 2024, a cybersecurity company offering security analytics, Unwired Planet, Inc. (formerly Openwave Systems Inc.) from 2012 to 2015, Control4 Corporation from 2015 to 2019, and ForeScout Technologies, Inc. from 2013 to 2020. | | | Mr. Jensen brings to the Company business experience in a number of advanced technology industry segments and substantial financial expertise. Mr. Jensen has experience in executive management derived from his service as an executive officer, as the managing partner of a significant practice of a major accounting firm and service as a member of a public company board of directors.(1) |

  12. Biographical Information

    | 1 | In connection with his attainment of age 75, the retirement age specified in the Company’s Corporate Governance Guidelines, the Board determined it was in the best interest of the Company and its stockholders to approve a waiver to permit Mr. Jensen to stand for re-election at the 2026 Annual Meeting. |

  13. Biographical Information

    | | James Lederer, 65, has served as a director of the Company since March 2018. Mr. Lederer is an executive with decades of experience leading a preeminent company in the semiconductor industry. He served as an Executive Vice President and Officer of Qualcomm Technologies, Inc., a leading wireless technology company, including the dual Chief Financial Officer & Chief Operating Officer roles for Qualcomm CDMA Technologies (QCT), its semiconductor division, from 2008 until his retirement in January 2014. Prior to that role, he served as Chief Financial Officer of the company’s largest segment and additionally held a variety of senior management positions at Qualcomm, Inc., including Senior Vice President, Finance and Business Operations. Prior to joining Qualcomm in 1997, Mr. Lederer held a number of management positions at Motorola, General Motors and Scott Aviation. Mr. Lederer currently serves on the board of directors of Entegris, Inc. He holds a B.S. degree in Business Administration and an M.B.A. from the State University of New York at Buffalo, where he also serves on the Dean’s Advisory Council for the School of Management. | | | Mr. Lederer brings to the Company broad management experience from the global semiconductor, mobile and wireless technology industries, including corporate finance, strategic planning, corporate development and worldwide operations. |

  14. Biographical Information

    | | D. Jeffrey Richardson, 61, has served as a director since December 2014 and as our Board chair since May 2018. Mr. Richardson joined LSI Corporation in 2005 and most recently served as Executive Vice President and Chief Operating Officer until the company’s acquisition by Avago Technologies in May 2014. He earlier served as executive vice president of various LSI divisions, including the Semiconductor Solutions Group, Networking and Storage Products Group, Custom Solutions Group and Corporate Planning and Strategy. Before joining LSI, Mr. Richardson held various management positions at Intel Corporation, including Vice President and General Manager of Intel’s Server Platforms Group, and the company’s Enterprise Platforms and Services Division. Mr. Richardson’s career also includes serving in technical roles at Altera Corporation, Chips and Technologies, and Amdahl Corporation. Mr. Richardson has served on the board of directors of Ambarella Corporation since March 2014, and Kulicke and Soffa Industries, Inc. since May 2020. Mr. Richardson also served on the board of directors of Volterra Corporation from 2011 to 2013 and Graphcore, Ltd from 2021 to 2024. | | | Mr. Richardson brings to the Company extensive management experience in the advanced technology company environment, including operations, marketing, engineering and strategic transactions. |

  15. Biographical Information

    | | Elizabeth Schwarting, 62, has served as a director of the Company since March 2023. From October 2015 to October 2024, Ms. Schwarting was the Principal Member of DBS Ventures, LLC where she served as a consultant and advisor for various audiences relating to the automotive market, including automotive technology (with a special emphasis on ADAS, Automated Driving, Domain Controllers, and Power Electronics for Hybrid and Electric Systems), regulatory trends and business development. From 2009 to 2015, Ms. Schwarting served as Vice President of the Electronic Controls business unit for Delphi Corporation (now Aptiv PLC), an automotive parts company. As a member of the Executive Committee, she led a global team responsible for the Automotive ADAS and Safety Electronics product lines, the Body Electronics and Security product lines as well Power Electronics (for Hybrid and Electric Vehicles). From 1999 to 2009, Ms. Schwarting held several leadership positions at Delphi, including Vice President, Safety Systems, Global Director, Sales and Marketing, and General Motors Global Customer Director. Prior to joining Delphi, Ms. Schwarting held the position of General Manager and Vice President, Strategic Accounts for Eastman Kodak Company within the Consumer Imaging Division. Ms. Schwarting currently serves on the board of directors of Ambarella Corporation. | | | Ms. Schwarting brings to the Company extensive management experience and knowledge of the automotive industry, a key Company market segment, and governance experience from her service on another public company board. |

  16. Biographical Information

    | | Ford Tamer, 64, has served as director since joining the Company as President and Chief Executive Officer in September 2024. Mr. Tamer currently sits on the boards of the Semiconductor Industry Association and the Global Semiconductor Association. Prior to joining the Company, Mr. Tamer, served as a Senior Operating Partner of Francisco Partners, a private equity company, which he joined in September 2022. Prior to that, he served as the President and Chief Executive Officer and as a director of Inphi Corporation from February 2012 to April 2021, when it was acquired by Marvell Technology Inc. (“Marvell”). Prior to that, he served as Chief Executive Officer of Telegent Systems, Inc. from June 2010 until August 2011. Prior to joining Telegent, Mr. Tamer was a Partner at Khosla Ventures from September 2007 to April 2010. Mr. Tamer also served as Senior Vice President and General Manager — Infrastructure Networking Group at Broadcom Corporation from June 2002 to September 2007. He served as Chief Executive Officer of Agere Inc. from September 1998 until it was acquired by Lucent Technologies in April 2000, which Lucent then spun out as Agere Systems Inc. in March 2001. Mr. Tamer continued to serve as Vice President of Agere Systems until April 2002. Mr. Tamer served on the board of directors of Marvell from April 2021 until September 2024, Teradyne from November 2021 until May 2025, and Groq Inc. from December 2021 to December 2024. Mr. Tamer holds an M.S. degree and Ph.D. in engineering from Massachusetts Institute of Technology. | | | Mr. Tamer brings to the Company extensive industry and management experience spanning semiconductors, networking, and enterprise software. |

  17. Biographical Information

    A nominee shall be elected to the Board of Directors if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election. You may vote “FOR,” “AGAINST,” or “ABSTAIN,” on the proposal to elect nominees to the Board of Directors. If any nominee fails to receive the requisite vote for the election of directors, then pursuant to our Corporate Governance Policies, the Nominating and Governance Committee shall consider the irrevocable conditional resignation submitted by such nominee. The Nominating and Governance Committee shall recommend to the Board the action to be taken with respect to such conditional resignation, including acceptance or rejection. Within 90 days following certification of the stockholder vote, the Board of Directors will act with respect to such conditional resignation. The Board recommends that stockholders vote “FOR” each of the nominees presented herein.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  19. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning compensation of our non-employee directors for the last completed fiscal year.

  20. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Richardson, D. Jeffrey | 170,000 | 219,965(2) | 389,965 | | Abrams, Robin | 91,667 | 219,965(3) | 311,632 | | Bettinger, Douglas | 90,000 | 219,965(4) | 309,965 | | Dallara, Que Thanh | 90,000 | 219,965(5) | 309,965 | | Forsyth, John | 95,000 | 219,965(6) | 314,965 | | Jensen, Mark | 110,000 | 219,965(7) | 329,965 | | Lederer, James | 108,333 | 219,965(8) | 328,298 | | Schwarting, Elizabeth | 95,000 | 219,965(9) | 314,965 |

  21. Director Compensation Table

    | (1) The chart below summarizes the gross cash amounts earned by non-employee directors for service during the last completed fiscal year on the Board and its committees: |

  22. Director Compensation Table

    | Name | Annual Board Service ($)* | Audit Committee ($) | Compensation Committee ($) | NG Committee ($) | Total ($) | | Richardson, D. Jeffrey | 155,000 | — | 10,000 | 5,000 | 170,000 | | Abrams, Robin | 80,000 | 10,000 | — | 1,667 | 91,667 | | Bettinger, Douglas | 80,000 | 10,000 | — | — | 90,000 | | Dallara, Que | 80,000 | — | 10,000 | — | 90,000 | | Forsyth, John | 80,000 | — | 10,000 | 5,000 | 95,000 | | Jensen, Mark | 80,000 | 30,000 | — | — | 110,000 | | Lederer, James | 80,000 | 3,333 | 25,000 | — | 108,333 | | Schwarting, Elizabeth | 80,000 | — | — | 15,000 | 95,000 |

  23. Director Compensation Table

    | * Reflects pro-rata amounts for Board service and service on the respective committees during the fiscal year. |

  24. Director Compensation Table

    | (2) The aggregate number of shares underlying unvested stock awards held by Mr. Richardson as of the end of the last completed fiscal year was 4,193. |

  25. Director Compensation Table

    | (3) The aggregate number of shares underlying unvested stock awards held by Ms. Abrams as of the end of the last completed fiscal year was 4,193. |

  26. Director Compensation Table

    | (4) The aggregate number of shares underlying unvested stock awards held by Mr. Bettinger as of the end of the last completed fiscal year was 4,193. |

  27. Director Compensation Table

    | (5) The aggregate number of shares underlying unvested stock awards held by Ms. Dallara as of the end of the last completed fiscal year was 4,193. |

  28. Director Compensation Table

    | (6) The aggregate number of shares underlying unvested stock awards held by Mr. Forsyth as of the end of the last completed fiscal year was 4,193. |

  29. Director Compensation Table

    | (7) The aggregate number of shares underlying unvested stock awards held by Mr. Jensen as of the end of the last completed fiscal year was 4,193. |

  30. Director Compensation Table

    | (8) The aggregate number of shares underlying unvested stock awards held by Mr. Lederer as of the end of the last completed fiscal year was 4,193. |

  31. Director Compensation Table

    | (9) The aggregate number of shares underlying unvested stock awards held by Ms. Schwarting as of the end of the last completed fiscal year was 4,193. |

  32. Narrative Discussion to Director Compensation Table

    Narrative Discussion to Director Compensation Table The Company compensates its non-employee directors through a combination of cash retainers and equity awards.

  33. 2025 Compensation Actions

    | ▪ | Increased the CEO stock ownership requirements to 5x base salary — To align with best practices and industry benchmarking, the CEO stock ownership requirement was increased from 3x base salary to 5x base salary. |

  34. 2025 Compensation Actions

    | ▪ | No Discretionary One-Time Equity Awards — Consistent with our compensation philosophy that special and one-time awards are granted only in limited circumstances, other than the new-hire and promotion-related equity packages for critical leadership roles described below, the Compensation Committee did not grant any discretionary, special or one-time equity awards to Named Executive Officers in 2025 outside of our broad-based employee programs. |

  35. 2025 Compensation Actions

    | ▪ | Short-Term Corporate Incentive Awards - 2025 Corporate Incentive Plan — Approved the 2025 Corporate Incentive Plan, which linked payouts to achievement of key financial metrics (revenue and operating income) and corporate management business objectives. No discretionary adjustments or individual performance modifications were made to the plan results or Named Executive Officer Corporate Incentive Plan incentive payments in fiscal 2025. For employees at the Vice President level and above, Corporate Incentive Plan payouts were delivered in equity, which reinforces long-term alignment with stockholder value. See Compensation Elements – Annual Corporate Incentive Compensation in this CD&A. |

  36. 2025 Compensation Actions

    | ▪ | Long-Term Incentive Compensation Awards — Our long-term incentive program remained heavily weighted toward equity awards, with more than 57% of Named Executive Officer equity awards delivered in performance-based awards tied to stockholder-aligned metrics such as relative Total Shareholder Return (“TSR”) and revenue growth. See Compensation Elements – Long-Term Incentive Compensation in this CD&A. |

  37. Key Features of the Revenue Growth PRSUs

    | | Annual revenue growth must exceed a relative industry benchmark to be eligible to vest |

  38. Key Features of the Revenue Growth PRSUs

    | | Emphasizes sustained, long-term year-over-year growth with four performance periods from 2026 to 2029 |

  39. Key Features of the Revenue Growth PRSUs

    Threshold performance (minimum growth of 5%) results in a partial tranche payout (25% of target payout). Target performance (minimum growth of 10%) results in a full tranche payout. Maximum performance (minimum growth of 25%) results in an above-target tranche payout, subject to caps established at grant (250% of target payout). Payment for performance at points between the threshold, target, and maximum performance levers are calculated using straight-line interpolation. No payout is earned for a measurement year if the revenue growth threshold is not achieved. Importantly, payout eligibility is further conditioned on the Company’s revenue growth exceeding the Gartner Non-Memory Semiconductor Revenue Growth benchmark growth rate, such that threshold performance requires both positive revenue growth and relative market outperformance. The Compensation Committee believes this relative growth requirement appropriately guards against payouts in periods of favorable industry-wide growth and ensures alignment with stockholder value creation through competitive performance. Notes to chart: The revenue figures shown in the chart are illustrative and reflect hypothetical outcomes under the award design; they are not intended to represent financial guidance, projections, or forecasts of future Company performance. Threshold, target and maximum revenue values assume growth if the respective performance level is attained for every tranche (i.e., resulting threshold revenue of $636M depicted in chart in 2029 assumes growth if threshold is achieved for all four tranches). Growth must exceed the Gartner Non-Memory Semiconductor Revenue market benchmark. Even if relative outperformance is achieved, awards may not pay out based on the threshold requirement.

  40. Key Features of the Revenue Growth PRSUs

    | ▪ | Go for Gold Program — In 2025, the Compensation Committee approved a Company-wide performance-based equity program we call “Go for Gold.” The program is designed with ambitious revenue growth objectives that extend revenue growth alignment beyond the executive team and galvanize broad organizational focus on disciplined top-line growth. All eligible employees participate except for the CEO and CFO. Our Named Executive Officers other than our CEO and CFO received awards with a target grant value of $300,000. The purpose of their inclusion was to reinforce alignment across leadership levels and to motivate Company-wide execution of shared revenue objectives, while remaining modest in scale relative to each executive’s overall long-term incentive opportunity. |

  41. Key Features of Go for Gold Program

    | Broad-based Participation | Metric: Revenue Growth | Threshold/Max(1) | Rationale | | Approximately 96% of employees at fiscal year-end participate, other than our CEO and CFO | Tranche 1: 2026 vs 2025 Tranche 2: 2027 vs 2026 | Tranche 1: revenue growth payout threshold of 10% and payout maximum at or above 25% growth Tranche 2: revenue growth payout threshold of 10% and payout maximum at or above 15.6% growth | Increase employee participation, alignment, and motivation toward achieving results and outcomes that are in the long-term interests of our stockholders |

  42. Key Features of Go for Gold Program

    The threshold, target, and maximum performance levels were established at the time of grant based on then-current consensus growth expectations. Threshold performance results in partial payout, target performance results in full payout, and maximum performance results in above-target payout. No payout is earned if threshold growth is not achieved. Payment for performance at points between the threshold, target, and maximum performance levers are calculated using straight-line interpolation.

  43. Aligning Pay and Performance

    Aligning Pay and Performance Our executive compensation program is driven by our pay-for-performance philosophy. As a result, we structure a significant portion of our Named Executive Officers’ target total direct compensation with variable elements tied to our performance. In addition, we set challenging target and threshold performance goals under our variable compensation plans to ensure that compensation is earned based upon exceptional performance against pre-established financial, operational and strategic goals. In fiscal 2025, our program continued to emphasize long-term incentives in the overall pay mix, with meaningful performance-based equity opportunities. The following charts illustrate that a significant part of our Named Executive Officer’s target total direct compensation for 2025 year was performance-based, “at-risk” variable compensation (totals in chart may not equal 100% due to rounding). The independent directors made no equity awards to Mr. Tamer, our CEO, in 2025, consistent with the multi-year compensation package approved at the time of his hiring in 2024, which represented both the prorated 2024 and 2025 annual equity compensation. As a result, his summary compensation and pay mix disclosures for fiscal 2025 reflect a lower level of reported compensation than would be expected in a typical year and are not indicative of the Company’s intended ongoing compensation structure or future target pay mix for the CEO. For our other Named Executive Officers, on average, 94% of their target total direct compensation for fiscal 2025 was performance based or otherwise “at-risk” variable compensation. To better reflect ongoing compensation structure, this chart excludes Mr. Flores’ one-time sign-on bonus and excludes Ms. Stevens’ compensation for the brief period in fiscal 2025 that she was Interim CFO.

  44. Executive Compensation-Related Policies and Practices

    | Annual Compensation-Related Risk Assessment | The Compensation Committee regularly reviews our compensation-related risk profile and has determined that there are no compensation policies or practices that are reasonably likely to have a material adverse effect on the Company. | | Performance-Based Equity Awards | Substantial majority of target total direct compensation for our Named Executive Officers is delivered in performance-based PRSUs, reinforcing our pay-for-performance philosophy and long-term stockholder alignment, as illustrated in the pay mix charts above (and for our CEO, considering new hire grants related to the year they were intended to cover as described above). | | No Special Retirement or Pension Plans | We do not currently offer, nor do we have plans to provide any retirement plans to our executive officers that are not available to similarly situated employees, including pension arrangements, defined benefit retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers. | | COMPENSATION-RELATED POLICIES | | | Policy on Stockholder Advisory Vote on Named Executive Officer Compensation | We conduct an annual stockholder advisory vote on our Named Executive Officer compensation. | | Stock Ownership Policy | We maintain robust stock ownership requirements for our CEO, our Section 16 officers, and the non-employee members of our Board of Directors. In 2025, the independent directors of the Board, at the recommendation of the Compensation Committee, increased the CEO stock ownership requirements to 5x base salary from 3x base salary. | | Executive Compensation Recovery (“Clawback”) Policy | We maintain a clawback policy providing for the recovery of incentive compensation awarded or paid to our CEO and other executive officers if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. | | No Stock Option Repricing | Our equity incentive plans expressly prohibit the repricing of stock options without stockholder approval. | | Hedging and Pledging Prohibitions | Our insider trading policy prohibits short sales, trading in derivative securities, entering into hedging transactions, pledging our securities as collateral for loans and holding our securities in margin accounts. |

  45. Executive Compensation-Related Policies and Practices

    | “Double-Trigger” Change in Control Arrangements | Our change in control compensation arrangements with our executive officers generally are “double-trigger” arrangements that require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid, subject to the terms of our equity plans that apply to all employees. | | Limited Tax “Gross-Ups” | We do not provide any tax “gross-ups” that may arise due to the application of Sections 280G and 4999 of the Internal Revenue Code (the “Code”) to our executive officers. We do not provide any other tax “gross-ups” to our executive officers, other than in connection with standard relocation benefits. | | Succession Planning | We have an executive assessment process to ensure oversight of performance and maintain a consistent succession planning process that is reviewed at least annually. |

  46. Compensation Philosophy

    | ▪ | Alignment with long-term stockholder interests, including increasing our long-term stock price performance relative to our peers; |

  47. Compensation Philosophy

    | ▪ | Rewarding our senior executives for achieving near and long-term business goals, including increasing our revenue and profitability, and meeting the corporate stewardship priorities outlined in our management business objectives; |

  48. Compensation Philosophy

    | ▪ | A program and components that have appropriate maximum payout opportunities which avoid unusually large payouts unless warranted; and |

  49. Compensation Philosophy

    The Compensation Committee recognizes that special or one-time equity awards receive heightened stockholder scrutiny. Accordingly, the Compensation Committee does not expect to grant special awards on a recurring basis and considers special awards only in limited circumstances where the Compensation Committee determines they are necessary to advance long-term stockholder objectives (including executive retention in a competitive environment) and are accompanied by clear rationale, rigorous design features, and appropriate governance oversight. Consistent with these principles, we seek to directly link the cash-based variable compensation of our Named Executive Officers to our short-term or annual performance, while we align longer-term incentives, such as equity compensation, with the objective of enhancing stockholder value over the long term. In 2025, the Compensation Committee decided to, as permitted by the terms of our Corporate Incentive Plan that is typically cash-based, pay out the 2025 Corporate Incentive Plan awards in equity for all employees Vice President level and above. We believe the use of equity compensation, including performance-based equity compensation, strongly links the interests of our Named Executive Officers to the interests of our stockholders. In addition, we seek to align our total compensation packages with the competitive market (as represented by our compensation peer group and selected broad-based compensation surveys) to ensure that we can continue to attract, motivate, and retain our senior executives who we believe are critical to our success. Keeping that in mind, we seek to accomplish our executive compensation goals while maintaining appropriate levels of internal pay equity, both between our CEO and our other senior executives, and between our senior executives and our non-executive employees, and by considering our organizational structure, our stage in the company’s life cycle, affordability, and the dilutive effect on our stockholders. The Compensation Committee considers whether the design of our incentive programs could encourage excessive risk-taking and believes our program structure promotes disciplined decision-making and sustainable performance through multi-year equity vesting, capped payout opportunities, balanced mix of financial and operational performance metrics and short-term and long-term goals, and governance policies such as stock ownership guidelines, anti-hedging restrictions and clawback provisions.

  50. Role of Management

    Role of Management In discharging its responsibilities, the Compensation Committee works with our CEO and management team, who assist by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as our CEO’s recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our other executive officers based on our CEO’s evaluation of their performance for the prior year. The Compensation Committee reviews and discusses our CEO’s proposals and recommendations and considers them as one factor in determining and approving the compensation of our other executive officers. Our CEO also attends meetings of our Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. For the 2025 Corporate Incentive Plan, the target annual incentive award for each of our Named Executive Officers could be adjusted up or down, up to 100% of target award, based on an assessment of his or her individual contributions during the year. At the beginning of the year, our CEO meets with each executive officer to review his or her prior year performance and to discuss performance expectations of his or her respective business unit or function and such unit or function’s contributions to our current year results. These discussions form the basis for the performance evaluation with respect to his or her target annual incentive plan award. In the case of our CEO, these discussions are held with the independent members of our Board of Directors. No discretionary adjustments were made to annual incentive plan awards for the last completed fiscal year.

  51. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In the last completed fiscal year, the Compensation Committee engaged Semler Brossy, a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, and assist with the data analysis and selection of the compensation peer group. During the last completed fiscal year, Semler Brossy attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services including the following:

  52. Role of Compensation Consultant

    | ▪ | consultation with the Compensation Committee chair and other members between Compensation Committee meetings; |

  53. Role of Compensation Consultant

    | ▪ | an analysis of competitive market data for our executive officer positions and evaluation of how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group and/or in selected broad-based compensation surveys compensate their executives; |

  54. Role of Compensation Consultant

    | ▪ | a review of and research on the composition of various alternative compensation peer groups; |

  55. Role of Compensation Consultant

    | ▪ | an assessment of executive compensation trends within our industry, and an update on corporate governance and regulatory issues and developments; |

  56. Role of Compensation Consultant

    | ▪ | an analysis of competitive market data for the compensation of non-employee members of our Board of Directors; |

  57. Role of Compensation Consultant

    | ▪ | an analysis of competitive market data for compensation plans, programs and policies; |

  58. Role of Compensation Consultant

    | ▪ | support evaluating compensation program-related feedback from stockholder engagement; and |

  59. Role of Compensation Consultant

    | ▪ | support on other ad hoc matters. |

  60. Role of Compensation Consultant

    The Compensation Committee has evaluated its relationship with Semler Brossy to ensure that it believes that Semler Brossy is independent from management. This evaluation included a review of Semler Brossy’s services for last completed fiscal year, their quality, and the associated fees. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Semler Brossy.

  61. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. In evaluating competitive positioning, the Compensation Committee also considered stockholder feedback emphasizing the importance of market alignment and transparent benchmarking practices when assessing executive compensation decisions. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, and industry focus, and who hire executive talent comparable to our executives. The Compensation Committee uses competitive data drawn from this compensation peer group to help it analyze the compensation of our executive officers and make compensation decisions. However, the competitive data drawn from this compensation peer group is only one of several factors that the Compensation Committee considers in making its decisions with respect to the compensation of our executive officers. The Compensation Committee, with the assistance of our compensation consultant, reviews our compensation peer group at least annually and adjusts its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In August 2024, for the purposes of informing fiscal 2025 compensation decisions, the Compensation Committee determined no modifications were needed to the compensation peer group, which consisted of the following companies as our peer group:

  62. Competitive Positioning

    | Axcelis Technologies, Inc. | Semtech Corporation | | Cirrus Logic, Inc. | Silicon Laboratories | | Diodes Incorporated | Skyworks Solutions, Inc. | | MACOM Technology Solutions | Synaptics Incorporated | | MaxLinear, Inc. | Teradyne Inc. | | Monolithic Power Systems, Inc. | Universal Display Corporation | | Nanometrics Incorporated | Wolfspeed Inc. | | Power Integrations, Inc. | |

  63. Competitive Positioning

    As part of its annual executive compensation review for the purposes of informing fiscal 2025 compensation decisions, the Compensation Committee used data gathered by Semler Brossy from the public filings of the companies in our compensation peer group, as well as data from special data cuts drawn from the Radford 2024 Global Technology Survey of companies that are similar to us in revenue, market capitalization and industry focus for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. This data permitted the Compensation Committee to evaluate the competitive market when formulating its recommendations for the total direct compensation package of our executive officers, including base salary, target annual cash incentive awards and long-term incentive compensation. In July 2025, the Compensation Committee re-evaluated our peer group and approved certain updates to the peer group to better reflect the Company’s industry, revenue, market cap, and strategic focus. These changes will apply to fiscal 2026 compensation decisions. The Committee, in consultation with our compensation consultant, removed Axcelis Technologies, Inc., Wolfspeed Inc., and Teradyne Inc., as they no longer aligned to the criteria used to select peers, and added Allegro MicroSystems, Inc., Astera Labs, Inc., Credo Technology Group Holding Ltd., Impinj, Inc., and Rambus Inc., based on their industry, revenue, and size.

  64. Setting Target Total Direct Compensation

    | ▪ | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; |

  65. Setting Target Total Direct Compensation

    | ▪ | the potential of each individual executive officer to contribute to our long-term financial, operational and strategic objectives; |

  66. Setting Target Total Direct Compensation

    | ▪ | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of these companies’ compensation levels based on an analysis of competitive market data; |

  67. Setting Target Total Direct Compensation

    | ▪ | the data, analysis, and advice provided by our independent compensation consultant; |

  68. Setting Target Total Direct Compensation

    These factors provide the framework for compensation decision-making and final decisions and recommendations regarding our CEO and other executive officer compensation opportunities. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and recommendations. In making its decisions and recommendations, which are subjective in nature, the members of the Compensation Committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, business judgment, and knowledge of each executive officer’s role, responsibilities, knowledge, skills, experience, qualifications and tenure. The Compensation Committee reviews available industry and peer group compensation information to assess our compensation levels and utilizes this information to make compensation decisions and recommendations with respect to our CEO and executive officers. In making its determinations, the Compensation Committee reviews information summarizing the compensation paid at our compensation peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, and more broad-based compensation surveys to gain a general understanding of market compensation levels.

  69. Compensation Elements

    | Compensation Element | Description | Element Objectives | | Base Salary | ▪ Fixed cash compensation based on the Named Executive Officer’s role, responsibilities, competitive market positioning and individual performance | ▪ Attract and retain key executive talent ▪ Provide a specified level of cash compensation for the Named Executive Officer’s performance of his or her responsibilities | | Annual Corporate Incentive Compensation | ▪ Annual incentive with target award amount for each Named Executive Officer; actual awards may be higher or lower than target based on business and individual performance ▪ Provided under our Corporate Incentive Plan | ▪ Attract and retain key executive talent ▪ Encourage and reward individual contributions and achievement of annual corporate performance objectives | | Long-Term Incentive Compensation | ▪ Long-term equity awards granted in the form of time-based RSU awards, and PRSU awards; actual PRSU awards earned may be higher or lower than target based on our performance | ▪ Attract and retain key executive talent ▪ Drive top-tier performance and focus on sustained long-term success ▪ Enhance stock ownership and align with stockholder interests |

  70. Target Annual Incentive Awards

    Target Annual Incentive Awards Under the 2025 Corporate Incentive Plan, each Named Executive Officer’s target annual incentive award was to be based upon a specific percentage of his or her earned annual base salary as reflected in the following table:

  71. Target Annual Incentive Awards

    | Named Executive Officer | Target Annual Incentive (% of Earned Base Salary) | | CEO | 125% | | Other NEOs(1) | 85% |

  72. Target Annual Incentive Awards

    | (1) Ms. Stevens 2025 Corporate Incentive Plan opportunity was set at 70% on a prorated basis for her period of service as our Interim CFO through February 9, 2025, and at 50% for the remainder of fiscal 2025. |

  73. Corporate Performance Objectives

    Corporate Performance Objectives Each Named Executive Officer was eligible to receive an annual incentive award payment under the 2025 Corporate Incentive Plan based upon his or her individual performance and the attainment of one or more corporate performance components that were established by the Compensation Committee, and which related to both financial and operational objectives. In December 2024, the Compensation Committee selected three equally weighted performance components for the 2025 Corporate Incentive Plan: (i) non-GAAP operating income, (ii) revenue, and (iii) management business objectives. The Compensation Committee believed these components were appropriate because, in its view, they continued to be the best indicators of successful execution of our annual operating plan and provided a strong emphasis on growth while managing expenses and strengthening our customer and employee relationships, which it believed would most directly influence the creation of sustainable long-term stockholder value. Under the 2025 Corporate Incentive Plan, the maximum payout percentage for the non-GAAP operating income, revenue, and management business objectives components was 200%. The total maximum payout under the 2025 Corporate Incentive Plan was 200%. 2025 Corporate Incentive Plan Components:

  74. Corporate Performance Objectives

    The Compensation Committee selected non-GAAP operating income because it is a key profitability metric used in the Company’s internal operating plan and reflects core operating performance, excluding items that may not be indicative of ongoing results. For a reconciliation of GAAP to non-GAAP results, see Appendix A “Non-GAAP Reconciliation” to this proxy statement. The Compensation Committee established threshold, target, and maximum achievement levels for each of the two financial performance components. In establishing the fiscal 2025 financial component targets, the Compensation Committee considered the Company’s fiscal 2024 performance, prevailing industry conditions, and the Company’s operating plan for fiscal 2025. The Committee determined that the fiscal 2025 targets appropriately reflected the Company’s updated operating outlook and continued to require meaningful year-over-year improvement and disciplined execution in order to achieve target payout. To the extent that performance for either component was below the threshold performance level, there would be no payment with respect to that component. In addition, the potential payment for any such component was capped at the maximum performance level. Achievement levels and payment percentages for performance between the threshold and maximum performance levels were set forth in a matrix approved by the Compensation Committee. Payment for performance at points between those reflected in the matrix were to be calculated using straight-line interpolation. The resulting performance levels for the two financial performance components were as follows:

  75. Non-GAAP Operating Income

    | Attainment vs. Plan | Amount | Payout Percentage | | Threshold | $100 million | 0% | | Target | $153 million | 100% | | Maximum | $234 million | 200% |

  76. Revenue

    | Attainment vs. Plan | Amount | Payout Percentage | | Threshold | $416 million | 0% | | Target | $520 million | 100% | | Maximum | $676 million | 200% |

  77. Individual Performance Modifier

    Individual Performance Modifier In addition to our actual results as measured against the corporate performance objectives under the 2025 Corporate Incentive Plan, each Named Executive Officer’s tentative annual incentive award payment was subject to a discretionary increase or decrease by up to 100% based on a general assessment of his or her individual contributions for the year. In the case of our CEO, this assessment is made by the independent members of our Board of Directors. In the case of each of our Named Executive Officers (other than our CEO), this assessment generally involved a review of his or her functional area for the year as well as consideration of his or her contributions to our overall financial and operational results. No discretionary adjustments to the Named Executive Officers’ annual incentive award payments were made for fiscal 2025.

  78. Annual Incentive Award Payments

    Annual Incentive Award Payments In February 2026, the Compensation Committee determined the annual incentive award payments for our Named Executive Officers. First, the Compensation Committee reviewed our performance with respect to each of the corporate performance components and determined the extent to which each objective was achieved for the last completed fiscal year. Specifically, the Compensation Committee determined that our non-GAAP operating income was approximately $149 million, our revenue was approximately $523 million and, based on our achievement with respect to each of the pre-established management business objectives for the year, our attainment level for the management objectives component was 75%. Based on these results, the Compensation Committee then determined the percentage achievement of each performance component and the corresponding weighted payment level, as follows:

  79. Annual Incentive Award Payments

    | Corporate Performance Component | Weighting | Percentage Achievement versus Target Performance | Weighted Payment Level | | Non-GAAP Operating Income | 33% | 92% | 31% | | Revenue | 33% | 103% | 34% | | Management Business Objectives | 33% | 75% | 25% | | Total | | | 90% |

  80. Annual Incentive Award Payments

    After the overall payment level for the corporate performance components under the 2025 Corporate Incentive Plan had been determined to be 90%, the Compensation Committee made no discretionary adjustments to the 2025 Corporate Incentive Plan payout for our Named Executive Officers based on individual performance. The Compensation Committee recommended to the independent members of our Board of Directors the annual incentive award payment for our current CEO set forth in the following table, which was subsequently approved by the independent directors in February 2026. The annual incentive award payments to our Named Executive Officers were as follows:

  81. Annual Incentive Award Payments

    | Named Executive Officer | Target Award ($) | Actual Award(1) ($) | Actual Award (as a Percentage of the Target Award) | | Ford Tamer President & CEO | 1,019,231 | 917,308 | 90% | | Lorenzo Flores SVP & CFO | 460,962 | 414,866 | 90% | | Erhaan Shaikh SVP Worldwide Sales | 338,038 | 304,234 | 90% | | Esam Elashmawi SVP Strategy & Marketing | 488,188 | 439,369 | 90% | | Pravin Desale SVP R&D | 389,235 | 350,311 | 90% | | Tonya Stevens(2) Interim CFO | 236,922 | 213,230 | 90% |

  82. Annual Incentive Award Payments

    | (1) For employees at the Vice President level and above, which includes our Named Executive Officers, Corporate Incentive Plan payouts were delivered in equity. The number of shares of our common stock delivered was determined by dividing the target value of the awards by the 30-day trailing average of the market price of our common stock on March 6, 2026 (which was $94.74), consistent with the Company’s standard methodology for equity awards denominated in dollar amounts. |

  83. Annual Incentive Award Payments

    | (2) Ms. Stevens’ Target Award was prorated based on 70% of her base salary during her period of service during fiscal 2025 as our Interim CFO and 50% of her base salary during her period of service Corporate Vice President, Chief Accounting Officer. |

  84. Annual Incentive Award Payments

    The annual Corporate Incentive Plan award payments made to our Named Executive Officers for the last completed fiscal year are also set forth the “Summary Compensation Table” below.

  85. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to incent and reward our Named Executive Officers to help drive long-term corporate performance based on the value of our common stock and, thereby, to align their interests with those of our stockholders. In the last completed fiscal year, these equity awards were granted in the form of PRSU awards and time-based RSU awards. We believe that an appropriate mix of performance-based awards and time-based awards allow us to compete effectively in a highly competitive market and provide an appropriate long-term incentive for our Named Executive Officers. Typically, we have granted equity awards to our executive officers as part of the Compensation Committee’s annual review of executive compensation or in connection with new hires or promotions. To date, the Compensation Committee has not applied a rigid formula in determining the size of these equity awards. Instead, the Compensation Committee determines the amount of each equity award after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own equity awards), the amount of equity compensation held by each executive officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above.

  86. Annual Long-Term Incentive Compensation Awards

    Annual Long-Term Incentive Compensation Awards In February 2025, our Board of Directors and Compensation Committee conducted its annual review of the long-term incentive compensation to our Named Executive Officers at that time. After taking into consideration a competitive market analysis prepared by Semler Brossy and the recommendations of our CEO (except with respect to his own equity awards), as well as the factors described in the preceding paragraph, the Compensation Committee recommended the independent members of the Board of Directors that the Company grant no additional equity awards to our CEO, Mr. Tamer, in 2025, consistent with the compensation package approved at the time of his appointment in 2024, and granted equity awards to our other Named Executive Officers in the amounts set forth in the chart further below. Such equity grants included (1) a PRSU award with performance criteria based on our relative total stockholder return (“TSR”) in comparison to an index, (2) an RSU award with time-based vesting requirements; (3) a Go for Gold Award (other than to our CEO and CFO), and (4) certain new-hire and executive promotion related awards for Mr. Flores and Mr. Shaikh. Based on the recommendation of the Compensation Committee, the independent members of our Board of Directors subsequently did not grant any equity awards to our CEO in fiscal 2025. 2025 TSR-Based Performance Based Restricted Stock Unit Awards The TSR-Based PRSU awards granted to our Named Executive Officers in 2025 will vest on the third anniversary of the date of grant (or, in the case of the hiring and promotion TSR-Based PRSU awards granted to Mr. Flores and Mr. Shaikh, respectively, on the first, second, and third anniversaries of Mr. Flores’ start date and Mr. Shaikh’s grant date) based upon the total TSR of the Company relative to the Russell 3000 Index, an index that tracks the results of U.S. public companies and of which we are a constituent. The Compensation Committee selected the Russell 3000 Index as a broad-based U.S. market benchmark that reflects the Company’s market capitalization profile and overall investor base. The Committee believes this index provides a stable and diversified comparator. No new awards were granted to the CEO in 2025. The units granted will be tested for vesting on the third anniversary from the date of grant (or, in the case of the TSR-Based PRSU awards granted to Mr. Flores and Mr. Shaikh, on the first, second, and third anniversaries noted above) and will vest according to the following terms:

  87. Annual Long-Term Incentive Compensation Awards

    | ▪ | If the relative TSR performance of our common stock does not achieve the threshold performance level, then none of the PRSUs will vest. |

  88. Annual Long-Term Incentive Compensation Awards

    | ▪ | If the relative TSR performance of our common stock achieves at least the threshold performance level, then the PRSUs will vest based on the following performance matrix, with payment for performance at points between the threshold, target, and maximum performance levers calculated using straight-line interpolation: |

  89. Annual Long-Term Incentive Compensation Awards

    | Company Performance (Percentile Ranking) | Percentage of Performance Shares Vesting (as a Percentage of the Target Number of PRSUs) | | 25th Percentile and below | 0% | | 55th Percentile | 100% | | 75th Percentile and above | 200% |

  90. Annual Long-Term Incentive Compensation Awards

    | ▪ | If the relative TSR performance of our common stock is between the specified percentage ranges in the performance matrix, the Compensation Committee will determine the percentage of the target number of PRSUs through straight-line interpolation, with the result rounded to the nearest whole share. |

  91. Annual Long-Term Incentive Compensation Awards

    | ▪ | The maximum opportunity is capped at 200% of target. |

  92. Annual Long-Term Incentive Compensation Awards

    2025 Time-Based Restricted Stock Unit Awards The time-based RSU awards vest over a four-year period, with 25% of the units subject to the awards vesting on the first anniversary of the date of grant and the remaining units vesting at the rate of 6.25% of the total number of units subject to the awards as of the end of each three-month period thereafter, contingent upon the recipient’s continued service with us through each applicable vesting date. Upon vesting, the RSU awards may be settled by issuing that number of shares of our common stock that equal the number of units that have vested. Go for Gold Program PRSU Awards As described above under Executive Summary — Fiscal 2025 Executive Compensation Highlights, in February 2025, the Compensation Committee approved a company-wide performance-based equity program (“Go for Gold”) designed to align a large portion of employees with ambitious revenue growth objectives using a defined threshold, target, and maximum framework. Each Go for Gold award is structured as a PRSU opportunity tied to annual revenue growth over two independent measurement periods. Fifty percent of the award is subject to performance based on revenue growth for fiscal 2026 relative to fiscal 2025, and the remaining fifty percent is subject to performance based on revenue growth for fiscal 2027 relative to fiscal 2026. Performance is measured independently for each year using a predefined threshold, target, and maximum payout scale. For the first tranche performance period, revenue growth payout threshold is 10% and payout maximum is at or above 25% growth. For the second tranche performance period, revenue growth payout threshold is 10% and payout maximum is at or above 15.6% growth. Earned awards, if any, are determined following certification of performance for the applicable fiscal year and vest on the April 10th following the certification, subject to the participant’s continued service through the date of vest. For Named Executive Officers, performance below the threshold will result in 0% payout, performance at the threshold will result in a 50% payout, performance at the target will result in 100% payout, and performance at the maximum will result in 200% payout. Payouts for performance between threshold, target, and maximum are calculated using straight-line interpolation. Our Named Executive Officers, other than our CEO and CFO, received a Go for Gold award in the amounts set forth below. The Compensation Committee does not view the Go for Gold program as a recurring annual practice, but rather as a company-wide, targeted, time-bound initiative designed to broaden alignment and execution during a specific phase of the Company’s growth strategy. New-Hire and Promotion Long-Term Incentive Compensation After a review of market and compensation peer group data, the Compensation Committee, upon the recommendations of our CEO and our independent compensation consultant, granted new-hire equity awards to Mr. Flores effective as of his date of hire, February 10, 2025, and promotion-related equity awards to Mr. Shaikh on February 14, 2025, each in the amounts set forth in the chart below. These consisted of awards intended to reflect the mix of awards granted to our other NEOs and, accordingly, included TSR PRSUs (as described above), time-based RSUs, Revenue Growth PRSUs (consistent with the Revenue Growth PRSUs granted to our other NEOs in 2024 and as modified by the Compensation Committee and described herein), and for Mr. Shaikh, also a Go for Gold award. See Executive Summary — Fiscal 2025 Executive Compensation Actions for more information. The equity awards granted to our Named Executive Officers in the last completed fiscal year were as follows:

  93. Annual Long-Term Incentive Compensation Awards

    | Named Executive Officer | TSR Performance Restricted Stock Unit Award | | Revenue Growth Performance Restricted Stock Unit Award | | Go for Gold Performance Restricted Stock Unit Award | | Restricted Stock Unit Award | | Aggregate Target Value of Awards ($) | | | Target number of shares(1) | Target value ($) | Target number of shares(1) | Target value ($) | Target number of shares(1) | Target value ($) | Number of shares(1) | Target value ($) | | | Ford Tamer President & CEO | — | — | — | — | — | — | — | — | — | | Lorenzo Flores SVP & CFO(2) | 44,323 | 2,500,000 | 88,646 | 5,000,000 | — | — | 106,375 | 6,000,000 | 13,500,000 | | Erhaan Shaikh SVP Worldwide Sales | 21,735 | 1,250,000 | 130,411 | 7,500,000 | 4,929 | 300,000 | 21,735 | 1,250,000 | 10,300,000 | | Esam Elashmawi SVP Strategy & Marketing | 21,361 | 1,300,000 | — | — | 4,929 | 300,000 | 21,361 | 1,300,000 | 2,900,000 | | Pravin Desale SVP R&D | 20,540 | 1,250,000 | — | — | 4,929 | 300,000 | 20,540 | 1,250,000 | 2,800,000 | | Tonya Stevens Interim CFO | — | — | — | — | 4,929 | 300,000 | 19,718 | 1,200,000 | 1,500,000 |

  94. Annual Long-Term Incentive Compensation Awards

    | (1) The number of shares of our common stock subject to these awards was determined by dividing the target value of the awards by the 30-day trailing average of the market price of our common stock prior to the date of grant. The target value may differ from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which, in accordance with SEC rules, reflect the ASC 718 grant date fair value of time-based equity awards based on the single day closing price of our common stock on the date of grant and, for PRSUs, assuming a probable outcome of the applicable performance conditions. |

  95. Annual Long-Term Incentive Compensation Awards

    | (2) Compensation, including RSU award, reflects new-hire compensation package for Mr. Flores. For Mr. Flores’ RSUs, 88,646 of the RSUs vest over a four-year period, with 25% of the units subject to the awards vesting on the first anniversary of the date of grant and the remaining units vesting at the rate of 6.25% of the total number of units subject to the awards as of the end of each three-month period thereafter, and 17,729 of the RSUs vested on the first anniversary of Mr. Flores’ start date. |

  96. Prior Long-Term Incentive Compensation Award Actions

    Prior Long-Term Incentive Compensation Award Actions Performance Certification of Previously Awarded 2022 and 2023 TSR-Based PRSU Mr. Elashmawi received TSR-Based PRSU awards in February 2022 as part of our annual equity grant program. The 2022 TSR-Based PRSUs were eligible to vest based on our TSR relative to the Russell 2000 Index during a single three-year performance period ending on the third anniversary of the grant date. The number of shares eligible to vest are as follows: none of the PRSUs were eligible to vest if our TSR is at or below the 25th percentile, 100% of the target number of PRSUs were eligible to vest if our TSR is at the 55th percentile, and 200% of the target number of PRSUs were eligible to vest if our TSR is at the 75th percentile. In February 2025, the Compensation Committee Chair, pursuant to a delegation of authority by the Compensation Committee, determined the level of achievement with respect to the February 2022 PRSU awards granted to Mr. Elashmawi. The Compensation Committee Chair determined that our TSR ranked at the 62nd percentile and, therefore, 133.7% of the target number of PRSUs awarded had vested. Mr. Desale received a TSR-Based PRSU in September 2023 in connection with his hiring. These awards were divided into three equal tranches, with each tranche eligible to vest based upon our TSR relative to the Russell 3000 during each performance period. For each tranche, the number of shares eligible to vest are as follows: none of the PRSUs were eligible to vest if our TSR is at or below the 25th percentile, 100% of the target number of PRSUs were eligible to vest if our TSR is at the 55th percentile, and 200% of the target number of PRSUs were eligible to vest if our TSR is at the 75th percentile. In September 2025, the Compensation Committee Chair, pursuant to a delegation of authority by the Compensation Committee, determined the level of achievement with respect to the second tranche of the September 2023 PRSU awards granted to Mr. Desale. The Compensation Committee Chair determined that our TSR ranked below the 25th percentile for the second measurement period and, therefore, 0% of the target number of PRSUs covered by the second tranche of the awards had vested.

  97. Prior Long-Term Incentive Compensation Award Actions

    | Named Executive Officer | PRSU Award Grant Date | Target Number of Shares in Tranche of PRSU Award | Percentage of Shares Earned in Tranche of PRSU Award | Actual Number of Shares in Tranche of PRSU Award Earned | | Esam Elashmawi | February 18, 2022 | 14,171 | 134% | 18,950 | | Pravin Desale | September 11, 2023 | 9,095 | 0% | — |

  98. Prior Long-Term Incentive Compensation Award Actions

    Modification of 2024 and 2025 Revenue Growth PRSU As described above under “Executive Summary — Fiscal 2025 Executive Compensation Actions,” on February 28, 2025, the Compensation Committee modified the performance timing and vesting mechanics of the Revenue Growth PRSU awards granted in 2024 and early 2025 to better align measurement periods with the Company’s growth strategy under its new executive leadership. All other terms of the awards remain unchanged; the modification did not increase award size, reduce performance rigor, or alter the underlying revenue growth performance criteria. Following the modification, the 2024 Revenue Growth PRSUs continue to consist of four equal tranches, each measured based on annual organic revenue growth relative to the prior fiscal year and subject to the established threshold, target, and maximum payout framework, including the requirement that revenue growth exceed the Gartner Non-Memory Semiconductor Revenue Growth benchmark. The first measurement period will be fiscal 2026 (relative to fiscal 2025), and the final measurement period will be fiscal 2029 (relative to fiscal 2028). Threshold performance (minimum growth of 5%) results in a partial tranche payout (25% of target payout). Target performance (minimum growth of 10%) results in a full tranche payout. Maximum performance (minimum growth of 25%) results in an above-target tranche payout (250% of target payout), subject to caps established at grant. Payment for performance at points between the threshold, target, and maximum performance levers are calculated using straight-line interpolation. No payout is earned for a measurement year if the revenue growth threshold is not achieved. Payout eligibility is further conditioned on the Company’s revenue growth exceeding the Gartner Non-Memory Semiconductor Revenue Growth benchmark growth rate, such that threshold performance requires both positive revenue growth and relative market outperformance. Performance Certification of Previously Awarded 2021 Revenue Growth PRSU Mr. Elashmawi received a Revenue Growth PRSU in February 2021. The Revenue Growth PRSU was divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the highest revenue achieved in any prior year, beginning with fiscal 2020. If there is inorganic revenue growth via an acquisition in a given year, that revenue is not counted until the year following the first full year of revenue is achieved for that acquisition. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest. This can range from 0% to 200%, with payment at or above 100% only possible with actual achievement of revenue growth consistent with the revenue growth of 10% or greater. Eligibility for vesting of any tranche occurs on the 13-month anniversary following the annual measurement period for that tranche. In February 2024, the Compensation Committee determined the level of achievement with respect to the fiscal 2023 measurement period for these awards. The Compensation Committee Chair determined that fiscal 2023 revenue grew 16.3% year over year and therefore, that 116.3% of the target number of PRSUs covered by fiscal 2023 of the awards became eligible to vest on January 31, 2025, 13 months after the fiscal 2023 measurement period.

  99. Prior Long-Term Incentive Compensation Award Actions

    | Named Executive Officer | PRSU Award Grant Date | Target Number of Shares Tranche of PRSU Award | Percentage of Shares Earned Tranche of PRSU Award | Actual Number of Shares Tranche of PRSU Award Earned | | Esam Elashmawi | February 19, 2021 | 12,543 | 116% | 14,588 |

  100. CFO Sign-on Bonus

    CFO Sign-on Bonus Mr. Flores received a sign-on bonus of $667,000 (less applicable taxes) as part of his new-hire compensation package, with the after tax amount of such bonus subject to a pro-rated repayment requirement if Mr. Flores voluntarily terminates his employment other than for Good Reason (as defined in his employment agreement) or his employment is terminated for Cause (as defined in his Employment Agreement), within 24 months of receiving the bonus. See “Summary Compensation Table” below.

  101. Employment Agreements

    Employment Agreements Each of our Named Executive Officers has entered into an employment agreement with the Company, except for Ms. Stevens, our Interim CFO through February 9, 2025, who is not party to an employment agreement. The Compensation Committee regularly reviews our form of employment agreement to align with current market practices. We believe these agreements provide for the best interests of the Company, support the retention of our Named Executive Officers, and help achieve consistency among similar officers. Each of these employment agreements provides for “at will” employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause) and sets forth the then current compensation arrangements for the Named Executive Officer, including a base salary and participation in our employee benefit programs. In addition, these employment agreements provide that our Named Executive Officers will be eligible to receive certain severance payments and benefits in connection with certain involuntary terminations of employment, including in connection with a change in control of the Company. These post-employment compensation arrangements are discussed in “Post-Employment Compensation” below. For detailed descriptions of the employment agreements we maintained with our Named Executive Officers during the last completed fiscal year, see “Potential Payments upon Termination or Change in Control” below.

  102. Post-Employment Compensation

    Post-Employment Compensation The employment agreements with our Named Executive Officers contain certain protections in the event of their involuntary termination of employment under specified circumstances, including following a change in control of the Company. These arrangements provide reasonable compensation to the Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements help maintain their continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. In determining payment and benefit levels under the various circumstances triggering post-employment compensation provisions under the employment agreements of our Named Executive Officers, the Compensation Committee has drawn a distinction between (i) voluntary terminations of employment without good reason or terminations of employment for cause and (ii) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in light of the benefits described in the prior paragraphs, as well as the likelihood that the Named Executive Officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either performance challenges or an affirmative decision by the executive to end his or her relationship without fault by the Company. All payments and benefits that may be provided under a Named Executive Officer’s employment agreement in connection with a change in control of the Company are payable only if there is a subsequent loss of employment by the Named Executive Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement instead of a single-trigger arrangement (where the vesting acceleration would apply upon the change in control) to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. All equity awards held by our Named Executive Officers are also subject to the terms of our 2013 Equity Incentive Plan, 2023 Equity Incentive Plan, or 2025 Inducement Equity Incentive Plan (as applicable) that apply to all employee awards upon a change in control or similar transaction and/or termination of employment. Ms. Stevens, who is not party to an employment agreement, is entitled to certain acceleration of vesting of outstanding equity awards in the event of a change in control, pursuant to the Company’s Equity Protection Policy applicable to certain Company executives. Upon an involuntary termination, as defined in the policy, immediately prior to the change of control extending through a date that is 24 months after a qualifying change in control, Ms. Stevens will immediately vest in all compensatory equity that vests solely based on continued service, including any performance-based compensatory equity. Equity that vests based on performance shall vest based on the terms of such awards; provided, however, if no treatment has been set forth in such award then for purposes of determining performance under any relative TSR awards outstanding on or granted prior to the effective date of the change in control, the ending average stock price will be determined as the price per share paid for the Company’s stock in the change in control and the peer group ending average stock price will be determined based on the average closing stock prices for the component members of the peer group for the 30-trading days ending prior to the date of the change in control. For purposes of any tranche where the determination period has not commenced as of the date of the public announcement of the proposed change in control, the Company stock price for the initial date of such determination period shall be deemed to be the price of the Company’s stock as of the date of the original performance grant, and applied to any tranches of the relative TSR awards that were eligible to vest for measurement periods ending on or after the date of the change in control and those tranches shall be converted to RSUs and will vest on the originally scheduled measurement dates, subject to Ms. Stevens remaining a service provider to the Company or its successor through such dates. In the event of a change in control of the Company, to the extent Section 280G or 4999 of the Code is applicable to a Named Executive Officer, such individual is entitled to receive either payment of the full amounts to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving the greatest after-tax amount. We do not use excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements in the event of a change in control of the Company is essential to attracting and retaining highly qualified executives. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For a summary of the material terms and conditions of the post-employment compensation arrangements we maintained with our Named Executive Officers during the last completed fiscal year, as well as an estimate of the potential payments and benefits that they would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on January 3, 2026, see “Potential Payments Upon Termination or Change in Control” below.

  103. Disclosure Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

    Disclosure Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information We do not schedule equity award grants in anticipation of the release of material non-public information, nor do we time the release of material non-public information based on equity grant dates. We do not grant stock options or similar awards as part of our standard equity compensation programs, and no named executive officer was awarded options or similar awards during the last completed fiscal year.

  104. Summary Compensation and Equity Tables

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ford Tamer President & CEO | 2025 | 800,000 | — | — | 917,308 | 7,783 | 1,725,091 | | | 2024 | 215,385 | — | 68,938,422 | — | 1,173 | 69,154,980 | | | 2023 | | | | | | | | Lorenzo Flores SVP & CFO | 2025 | 519,231 | 667,000 | 13,920,869 | 414,866 | 16,806 | 15,538,771 | | | 2024 | | | | | | | | | 2023 | | | | | | | | Erhaan Shaikh SVP Worldwide Sales | 2025 | 432,261 | 16,925 | 12,258,835 | 304,234 | 21,840 | 13,034,095 | | | 2024 | | | | | | | | | 2023 | | | | | | | | Esam Elashmawi SVP Strategy & Marketing | 2025 | 565,199 | — | 3,707,945 | 439,369 | 20,169 | 4,732,681 | | | 2024 | 550,450 | — | 13,009,192 | — | 19,572 | 13,579,214 | | | 2023 | 414,615 | — | 3,121,435 | 296,310 | 16,981 | 3,849,342 | | Pravin Desale SVP R&D | 2025 | 448,227 | — | 3,577,241 | 350,311 | 9,684 | 4,385,464 | | | 2024 | 411,692 | — | 14,889,855 | — | 8,587 | 15,310,134 | | | 2023 | 115,385 | — | 5,889,421 | 81,508 | 5,313 | 6,091,626 | | Tonya Stevens Interim CFO | 2025 | 441,664 | 37,944 | 1,536,494 | 213,230 | 16,484 | 2,245,816 | | | 2024 | 379,335 | — | 3,249,454 | — | 17,576 | 3,646,364 | | | 2023 | | | | | | |

  105. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  106. 2025 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | | | Threshold ($)(1) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ford Tamer President & CEO | | — | 1,000,000 | 2,000,000 | | — | | — | — | | Lorenzo Flores SVP & CFO | | — | 510,000 | 1,020,000 | | — | | — | — | | | 2/10/2025 | | — | | | — | | 106,375 | 5,794,246 | | | 2/10/2025 | | — | | — | 44,323 | 88,646 | — | 3,298,075 | | | 2/10/2025 | | — | | 44,323 | 88,646 | 221,615 | — | 4,828,548 | | Erhaan Shaikh SVP Worldwide Sales | | — | 374,000 | 748,000 | | — | | — | — | | | 2/14/2025 | | — | | | — | | 21,735 | 1,400,169 | | | 2/14/2025 | | — | | — | 21,735 | 43,470 | — | 2,150,316 | | | 2/14/2025 | | — | | 65,206 | 130,411 | 326,028 | — | 8,401,077 | | | 2/28/2025 | | — | | 2,465 | 4,929 | 9,858 | — | 307,274 | | Esam Elashmawi SVP Strategy & Marketing | | — | 478,244 | 956,488 | | — | | — | — | | | 2/28/2025 | | — | | | — | | 21,361 | 1,331,645 | | | 2/28/2025 | | — | | — | 21,361 | 42,722 | — | 2,069,026 | | | 2/28/2025 | | — | | 2,465 | 4,929 | 9,858 | — | 307,274 | | Pravin Desale SVP R&D | | — | 391,085 | 782,170 | | — | | — | — | | | 2/28/2025 | | — | | | — | | 20,540 | 1,280,464 | | | 2/28/2025 | | — | | — | 20,540 | 41,080 | — | 1,989,504 | | | 2/28/2025 | | — | | 2,465 | 4,929 | 9,858 | — | 307,274 | | Tonya Stevens Interim CFO | | — | 297,500 | 595,000 | | — | | — | — | | | 2/28/2025 | | — | | | — | | 19,718 | 1,229,220 | | | 2/28/2025 | | — | | 2,465 | 4,929 | 8,626 | — | 307,274 |

  107. 2025 Grants of Plan-Based Awards Table

    The amounts shown in this table represent potential payouts at the time the awards were granted.

  108. 2025 Grants of Plan-Based Awards Table

    | (1) The Threshold amounts shown represent the payout opportunity once the minimum performance threshold is attained. For certain awards, no payout is earned for performance below the threshold level, as so the table reflects “—”. Payout increases on a straight-line basis between Threshold and Target performance levels. |

  109. 2025 Grants of Plan-Based Awards Table

    | (2) Fair value as of the grant date was determined in accordance with ASC 718. The assumptions used to calculate the value of the awards are set forth in Note 11 in the Notes to Consolidated Financial Statements in our Annual Report |

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

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Amounts in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for fiscal years 2023, 2024, and 2025 represent payments of awards under our Corporate Incentive Plan for each of those years. Each Named Executive Officer’s potential award was based on a specified percentage of his or her annual base salary and the potential award increases when and if a Named Executive Officer’s annual base salary increases. Payments under our Corporate Incentive Plan are made annually based on the achievement of the goals applicable to the year. The Grant of Plan-Based Awards table shows the potential payout opportunities for awards granted during the last completed fiscal year. For non-equity incentive plan awards, the amounts reported in the threshold, target, and maximum columns represent the possible cash payouts under the Corporate Incentive Plan if the applicable performance levels are achieved. For equity incentive plan awards, the threshold, target, and maximum columns reflect the number of shares that may be earned based on the applicable performance conditions. These amounts represent the potential payout ranges established at the time the awards were granted and do not represent the actual amounts earned, which are reported in the Summary Compensation Table when determined. Please see the section “Compensation Discussion and Analysis” above for more information about our Corporate Incentive Plan and equity awards for the last completed fiscal year. Other elements of executive compensation include participation in a broad-based life and disability insurance program, broad-based medical benefits, and the ability to defer compensation pursuant to a broad-based 401(k) plan that provides matching contributions. The Company does not maintain a pension plan or any other defined benefit retirement plans. The Company provides certain supplemental life and disability insurance coverage to executive officers and certain other members of senior management. Because the Company negotiates these insurance arrangements on a bulk basis, such insurance coverage, whether issued on a group basis or individually underwritten, is obtained by the Company at rates that are likely to be better than those obtainable by individuals seeking comparable insurance coverage on their own. The premiums paid by the Company for such supplemental insurance are considered a taxable benefit to the employee. The principal equity components of our executive compensation are time-based RSUs and PRSUs, provided that in the case of our CEO in connection with his hiring in fiscal 2024, RSAs. Please see the section “Compensation Discussion and Analysis” above for more information about our equity awards granted for the last completed fiscal year. We believe that PRSUs align the appropriate incentives of our executives with the desired performance outcomes of the Company. We believe that time-based RSUs help us retain our executives by providing a means of retention and motivation for our executives and also align their interests with long-term stock price appreciation, while also ensuring that they receive some value from their equity awards since the RSUs will never be out of the money. These grants are intended to align the interests of our executives with those of our stockholders and we intend to continue our increased focus on this alignment. Since 2018, the Company has not issued stock options to our executives. The portion of total target pay that consists of salary, bonus and equity awards is provided in the section “Compensation Discussion and Analysis” above; generally salary and bonus represent a smaller proportion of total reported compensation. However, Mr. Tamer’s total reported compensation in 2025 consisted almost entirely of base and bonus as a result of his equity awards granted in 2024 in connection with his commencement of employment, as further described in the section “Compensation Discussion and Analysis” above.

  111. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table

  112. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(**) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ford Tamer President & CEO | | | 218,586(1) | 17,191,789 | | | | | 255,745(2) | 20,114,344 | | | | | 219,739(3) | 17,282,472 | | | 209,979(4) | 16,514,848 | | | | Lorenzo Flores SVP & CFO | | | 88,646(5) | 6,972,008 | | | | | 44,323(6) | 3,486,004 | | | 88,646(7) | 6,972,008 | | | | | 17,729(8) | 1,394,386 | | | | Erhaan Shaikh SVP Worldwide Sales | | | 130,411(9) | 10,256,825 | | | | | 22,807 (10) | 1,709,458 | | | | | 4,929(11) | 387,666 | | | 1,992(12) | 156,671 | | | | | 4,059(13) | 319,240 | | | | | 17,387(14) | 1,367,488 | | | | | 4,566(15) | 359,116 | | | | | 21,735(16) | 1,709,458 | | | | Esam Elashmawi SVP Strategy & Marketing | | | 12,543(17) | 986,507 | | | | | 13,749(18) | 1,081,359 | | | | | 18,645(19) | 1,466,429 | | | | | 118,389(20) | 9,311,295 | | | | | 21,361(21) | 1,680,043 | | | | | 4,929(22) | 387,666 | | | 886(23) | 69,864 | | | | | 4,927(24) | 337,959 | | | | | 10,488(25) | 824,881 | | | | | 16,757(26) | 1,317,938 | | | | | 10,422(27) | 819,690 | | | | | 21,361(28) | 1,680,043 | | |

  113. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(**) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Pravin Desale SVP R&D | | | 9,096(29) | 715,400 | | | | | 18,645(30) | 1,466,429 | | | | | 11,933(31) | 938,530 | | | | | 118,389(32) | 10,249,825 | | | | | 20,540(33) | 1,615,471 | | | | | 4,929(34) | 387,666 | | | 11,937(35) | 938,845 | | | | | 10,488(36) | 824,881 | | | | | 30,398(37) | 2,390,803 | | | | | 20,540(38) | 1,615,471 | | | | Tonya Stevens Interim CFO | | | 4,929(39) | 387,666 | | | 1,992(40) | 156,671 | | | | | 5,969(41) | 469,462 | | | | | 15,069(42) | 1,185,177 | | | | | 4,782(43) | 376,104 | | | | | 21,519(44) | 1,692,469 | | | | | 19,718(45) | 1,550,821 | | |

  114. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | ** The market value of shares that have not vested was determined based on the fair market value of the Company’s common stock as of January 3, 2026, the last business day of fiscal 2025. |

  115. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) These performance RSUs were granted on September 16, 2024 and vest upon achievement of the performance conditions. |

  116. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) These performance RSUs were granted on September 16, 2024 and vest upon achievement of the market conditions. |

  117. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) These performance RSUs were granted on September 16, 2024 and vest upon achievement of the market conditions. |

  118. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) These RSAs were granted on September 16, 2024. The RSAs vest at the rate of 25% of the total RSAs as of one year from the grant date, and at the rate of 6.25% of the total RSAs as of the end of each three-month period thereafter. |

  119. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) These performance RSUs were granted on February 10, 2025 and vest upon achievement of the performance conditions. |

  120. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) These performance RSUs were granted on February 10, 2025 and vest upon achievement of the market conditions. |

  121. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) These RSUs were granted on February 10, 2025. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  122. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) These RSUs were granted on February 10, 2025. The RSUs vest at the rate of 100% of the total RSUs as of one year from the grant date. |

  123. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) These performance RSUs were granted on February 14, 2025 and vest upon achievement of the performance conditions. |

  124. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (10) These performance RSUs were granted on February 14, 2025 and vest upon achievement of the market conditions. |

  125. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (11) These performance RSUs were granted on February 28, 2025 and vest upon achievement of the performance conditions. |

  126. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (12) These RSUs were granted on August 5, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  127. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (13) These RSUs were granted on July 15, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  128. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (14) These RSUs were granted on July 15, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  129. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (15) These RSUs were granted on December 10,2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  130. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (16) These RSUs were granted on February 14,2025. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  131. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (17) These performance RSUs were granted on February 19, 2021 and vest upon achievement of the performance conditions. |

  132. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (18) These performance RSUs were granted on February 17, 2023 and vest upon achievement of the market conditions. |

  133. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (19) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the market conditions. |

  134. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (20) These performance RSUs were granted on June 26, 2024 and vest upon achievement of the performance conditions. |

  135. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (21) These performance RSUs were granted on February 28, 2025 and vest upon achievement of the market conditions. |

  136. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (22) These performance RSUs were granted on February 28, 2025 and vest upon achievement of the performance conditions. |

  137. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (23) These RSUs were granted on February 18, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  138. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (24) These RSUs were granted on February 17, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  139. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (25) These RSUs were granted on February 16, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  140. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (26) These RSUs were granted on July 9, 2024. 1/3rd of the RSU grant vest on January 1, 2025, 2/3rd vest on January 1, 2026. |

  141. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (27) These RSUs were granted on December 17, 2024. The RSUs vest at the rate of 50% each year over 2 year period. |

  142. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (28) These RSUs were granted on February 28,2025. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  143. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (29) These performance RSUs were granted on September 11,2023 and vest upon achievement of the market conditions. |

  144. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (30) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the market conditions. |

  145. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (31) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the performance conditions. |

  146. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (32) These performance RSUs were granted on June 26, 2024 and vest upon achievement of the performance conditions. |

  147. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (33) These performance RSUs were granted on February 28, 2025 and vest upon achievement of the market conditions. |

  148. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (34) These performance RSUs were granted on February 28, 2025 and vest upon achievement of the performance conditions. |

  149. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (35) These RSUs were granted on September 11,2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  150. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (36) These RSUs were granted on February 16, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  151. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (37) These RSUs were granted on December 17,2024. The RSUs vest at the rate of 50% each year over a 2 year period. |

  152. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (38) These RSUs were granted on February 28,2025. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  153. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (39) These performance RSUs were granted on February 28, 2025 and vest upon achievement of the performance conditions. |

  154. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (40) These RSUs were granted on August 5, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  155. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (41) These RSUs were granted on August 4, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  156. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (42) These RSUs were granted on July 15, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  157. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (43) These RSUs were granted on October 31,2024. The RSUs vest at the rate of 50% each year over a 2 year period. |

  158. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (44) These RSUs were granted on October 31,2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  159. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (45) These RSUs were granted on February 28,2025. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  160. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table

  161. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ford Tamer President & CEO | — | — | — | — | | Lorenzo Flores SVP & CFO | — | — | — | — | | Erhaan Shaikh SVP Worldwide Sales | — | — | 18,477 | 1,132,477 | | Esam Elashmawi SVP Strategy & Marketing | — | — | 85,005 | 5,553,652 | | Pravin Desale SVP R&D | — | — | 45,377 | 3,129,636 | | Tonya Stevens Interim CFO | — | — | 25,903 | 1,647,360 |

  162. 2025 Option Exercises and Stock Vested Table

    | (1) The value realized on vesting was determined based on the fair market value of the Company’s common stock on the date of vesting. |

  163. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control

  164. Equity Protection Policy

    | (2) Represents the value of the accelerated vesting of certain of each Named Executive Officer’s outstanding equity awards upon a qualifying termination of the Named Executive Officer’s employment as described above under the sections titled “Potential Payments upon Termination or Change-in-Control – Employment Agreement with Ford Tamer” and “Potential Payments upon Termination or Change-in-Control – Employment Agreement with Other Named Executive Officers.” |

  165. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As required by the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. Due to the new-hire compensation package structure and equity awards granted to Mr. Tamer in fiscal 2024, pursuant to which Mr. Tamer did not receive any equity awards in fiscal 2025, the CEO’s fiscal 2025 total compensation and accompanying pay ratio is not reflective of what we would expect CEO compensation to be in future years. To identify the “median employee” from our employee population, we determined that, as of the last day of the last completed fiscal year, our employee population consisted of approximately 1,174 individuals working at our parent company and consolidated subsidiaries. We selected simplified total compensation, measured using our internal payroll and accounting records for the last completed fiscal year, as the most appropriate measure of compensation. Simplified total compensation consists of the sum of the three major pay elements received by all employees in the last completed fiscal year: (1) salary or base pay paid during the last completed fiscal year; (2) non-equity incentive plan compensation (which consists of bonus payments paid under the Corporate Incentive plan or Sales Incentive Play), during the last completed fiscal year; and (3) equity compensation, which consists of the grant date fair value of equity compensation awards granted during the last completed fiscal year calculated according to ASC Topic 718, excluding any estimated forfeitures. This calculation was performed for all employees of the Company as the last day of the last completed fiscal year, excluding our CEO. No cost-of-living adjustments or estimates were used to identify the median employee or calculate the median employee’s total compensation. For our last completed fiscal year:

  166. CHIEF EXECUTIVE OFFICER PAY RATIO

    | ▪ | The median of the annual total compensation of all employees of our company (other than our CEO), was $85,789. |

  167. CHIEF EXECUTIVE OFFICER PAY RATIO

    | ▪ | The annualized annual total compensation of our CEO, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, was $1,725,091. |

  168. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and other named executive Officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  169. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compen- sation Table Total for James R. Anderson1 ($) | Summary Compen- sation Table Total for Esam Elashmawi1 ($) | Summary Compen- sation Table Total for Ford Tamer1 ($) | Compen- sation Actually Paid to James R. Anderson1,2,3 ($) | Compen- sation Actually Paid to Esam Elashmawi1,2,3 ($) | Compen- sation Actually Paid to Ford Tamer1,2,3 ($) | Average Summary Compen- sation Table Total for Non-PEO NEOs1 ($) | Average Compen- sation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | TSR Percentile Rank Relative to the Russell 3000 Index5 | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | — | 1,725,091 | — | — | 41,815,867 | 7,987,366 | 14,521,298 | 171.65 | 278.99 | 3.1 | 77th percentile | | 2024 | 16,287,952 | 13,579,214 | 69,154,980 | (21,719,177) | 4,114,264 | 56,448,465 | 10,446,083 | 1,955,462 | 128.68 | 192.33 | 61.1 | 27th percentile | | 2023 | 14,379,579 | — | —— | 22,039,109 | — | — | 4,523,440 | 5,492,714 | 150.57 | 155.35 | 259.1 | 43rd percentile | | 2022 | 11,653,423 | — | — | 8,548,319 | — | — | 3,395,414 | (392,017) | 141.60 | 93.02 | 178.9 | 59th percentile | | 2021 | 18,387,422 | — | — | 70,640,501 | — | — | 4,764,499 | 15,839,660 | 168.18 | 142.85 | 95.9 | 89th percentile |

  170. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Ford Tamer was our PEO for year 2025. Ford Tamer, Esam Elashmawi, and James R. Anderson were our PEOs for year 2024, and James R. Anderson was our PEO in 2021, 2022, and 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  171. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Sherri Luther Esam Elashmawi Stephen Douglass Mark Nelson | Sherri Luther Esam Elashmawi Stephen Douglass Mark Nelson | Sherri Luther Esam Elashmawi Mark Nelson Pravin Desale | Sherri Luther Mark Nelson Pravin Desale Tracy Feanny Tonya Stevens | Lorenzo Flores Esam Elashmawi Pravin Desale Erhaan Shaikh Tonya Stevens |

  172. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  173. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  174. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Ford Tamer ($) | Exclusion of Stock Awards for Ford Tamer ($) | Inclusion of Equity Values for Ford Tamer ($) | Compensation Actually Paid to Ford Tamer ($) | | 2025 | 1,725,091 | — | 40,090,776 | 41,815,867 |

  175. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 7,987,366 | (7,000,277) | 13,534,209 | 14,521,298 |

  176. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  177. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Ford Tamer ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Ford Tamer ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Ford Tamer ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Ford Tamer ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Ford Tamer ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Ford Tamer ($) | Total - Inclusion of Equity Values for Ford Tamer ($) | | 2025 | — | 39,685,655 | — | 405,121 | — | — | 40,090,776 |

  178. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 8,568,813 | 4,786,068 | — | 179,328 | — | — | 13,534,209 |

  179. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) The Peer Group TSR set forth in this table utilizes the Philadelphia Semiconductor Index (“PHLX Semiconductor Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended January 3, 2026. The comparison assumes $100 was invested for the period starting January 2, 2021, through the end of the listed year in the Company and in the PHLX Semiconductor, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  180. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) We determined TSR Percentile Rank relative to the Russell 3000 Index to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in the last completed fiscal year. We present one-year percentile ranks in this table. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  181. PAY VERSUS PERFORMANCE DISCLOSURE

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR for the fiscal years indicated, and the PHLX Semiconductor Index TSR over the same period. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our TSR Percentile Rank Relative to the Russell 3000 Index during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  182. PAY VERSUS PERFORMANCE DISCLOSURE

    | TSR relative to the Russell 3000 Index Non-GAAP Operating Income Revenue |