DEF 14A of Semtech Corp, Apr 21, 2026

DEF 14A of Semtech Corp

Filed Apr 21, 2026 · FY20260001140361-26-015949

Open on EDGAR

  1. Jeffrey Gutierrez

    | | Page | | Executive Compensation | 56 | | Summary Compensation Table | 56 | | Grants of Plan-Based Awards in Fiscal Year 2026 | 61 | | Description of Fiscal Year 2026 Plan-Based Awards | 62 | | Outstanding Equity Awards at Fiscal Year-End 2026 | 63 | | Option Exercises and Stock Vested in Fiscal Year 2026 | 67 | | Nonqualified Deferred Compensation – Fiscal Year 2026 | 67 | | Potential Payments on Termination or Change in Control | 68 | | CEO Pay-Ratio Disclosure | 75 | | Pay versus Performance | 76 | | Securities Authorized for Issuance under Equity Compensation Plans | 81 | | Report of the Audit Committee | 82 | | Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Number 2) | 83 | | Advisory (Non-Binding) Vote on Executive Compensation (Proposal Number 3) | 85 | | Approval of the Amendment and Restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan (Proposal Number 4) | 86 | | Questions and Answers Regarding the Annual Meeting | 97 | | Other Matters | 102 | | Exhibit A- Reconciliations of Non-GAAP Financial Measures | A-1 | | Exhibit B- Amended and Restated Semtech Corporation 2017 Long-Term Equity Incentive Plan | B-1 |

  2. Director Nominees

    Director Nominees The Board currently consists of nine directors. Each of our directors will stand for re-election at our Annual Meeting. Assuming each of our nominees is elected, the Board will continue to be comprised of nine directors. The following table provides summary information about each of our current directors and director nominees and whether the Board considers each of them to be independent under Nasdaq’s independence standards.

  3. Director Nominees

    | | | | | Committee Membership | | | | | Name | Age | Director Since | Independent | Audit | Human Capital & Compensation | Nominating & Governance | Technology & Strategy | | Ye Jane Li | 58 | 2016 | Yes | | • | CHAIR | • | | Martin S.J. Burvill | 67 | 2020 | Yes | | CHAIR | • | | | Rodolpho C. Cardenuto | 66 | 2018 | Yes | • | | | | | Gregory M. Fischer | 62 | 2023 | Yes | | • | • | • | | Saar Gillai | 59 | 2018 | Yes | | • | • | CHAIR | | Hong Q. Hou | 62 | 2023 | No | | | | | | Paula LuPriore | 68 | 2020 | Yes | • | • | | | | Julie G. Ruehl | 60 | 2023 | Yes | • | | | | | Paul V. Walsh, Jr. | 61 | 2023 | Yes | CHAIR | | • | • |

  4. Compensation Program Highlights

    | WHAT WE DO | | | | | We pay for performance. | All of our equity incentive awards have multi-year vesting and/or performance requirements, with a significant portion of the target value of equity granted to our named executive officers having both time- and performance-vesting requirements. | | | We have “double trigger” change in control provisions. | Our Executive Change in Control Retention Plan, as well as the change in control severance provisions of our employment agreements with our executive officers, have a double-trigger provision (benefits require both a change in control and termination of employment). | | | We solicit feedback from stockholders. | We seek annual stockholder feedback on our executive compensation program. | | | We have stock ownership requirements. | Executive officers are subject to stock ownership guidelines, under which the executives are expected to acquire and maintain a specified level of equity ownership in the Company. | | | We have a clawback policy. | We maintain a clawback policy that allows the Company to recoup certain incentive compensation in the event of an accounting restatement. | | | We seek independent advice. | Our Human Capital and Compensation Committee retains an independent compensation consultant for independent advice and market data. |

  5. Compensation Program Highlights

    | WHAT WE DON’T DO | | | | | We do not allow hedging or pledging. | Our Stock Trading Guidelines prohibit certain transactions involving our stock, including hedging and pledging. | | | We do not have minimum payouts. | We do not have minimum payment levels under our Executive Bonus Plan or for our performance-based equity awards. | | | We do not allow the repricing of stock options. | We prohibit repricing of “underwater” stock options (stock options where the exercise price is below the then-current market price of our stock) without stockholder approval. | | | We do not provide material perks. | Our perquisites are in line with market practices, and we do not provide significant perquisites. | | | We do not allow tax gross-ups. | We do not pay taxes on our executives’ behalf through “gross-up” payments (including excise tax gross-up payments in connection with a change in control transaction). |

  6. Snapshot of Board Demographics(1)

    Snapshot of Board Demographics(1) Our Board has a breadth of experience and reflects a range of perspectives and backgrounds. The following charts illustrate key characteristics of the Board as of the date of this Proxy Statement:

  7. Snapshot of Board Demographics(1)

    | (1) The above represents our Board demographics assuming election to the Board of the director nominees named in this Proxy Statement at the Annual Meeting. |

  8. Snapshot of Board Demographics(1)

    Our Board understands and appreciates the value and enrichment provided by a board comprised of directors with a range of perspectives and backgrounds. Women and directors from underrepresented backgrounds currently represent 44% of our Board. See “Director Nominations – Criteria for Board Membership” for more information about our process.

  9. Snapshot of Board Demographics(1)

    | | The Board recommends a vote FOR the election of each of the nominees listed in this Proxy Statement |

  10. Snapshot of Board Demographics(1)

    | Age 58 Director since 2016 • Chair of the Board since 2024 • Human Capital and Compensation Committee • Nominating and Governance Committee Chair • Technology and Strategy Committee | Ye Jane Li | | | Ms. Li has served as Strategic Advisor of Diversis Capital, LLC, a private equity firm that invests in middle-market companies, since 2013. She previously served as Chief Operating Officer of Huawei Enterprise USA Inc., a company that markets information technology (“IT”) products and solutions to datacenters and enterprises from 2012 to 2015. Previously, Ms. Li also served as General Manager at Huawei Symantec USA, Inc. from 2010 to 2012. She served as Consultant to The Gores Group, a private equity firm focusing on the technology sector, in 2009. Ms. Li also served as Executive Vice President and General Manager at Fujitsu Compound Semiconductor Inc. and its joint venture with Sumitomo Electric Industries, Ltd. and Eudyna Devices Inc., from 2004 to 2009. Prior to 2004, Ms. Li held executive and management positions with NeoPhotonics Corporation, Novalux Inc. and Corning Incorporated. Ms. Li has served on the board of directors and as a member of the compensation and human capital management committee of PDF Solutions, Inc., a public company that provides comprehensive data solutions designed to empower organizations across the semiconductor ecosystem to improve the yield and quality of their products and operational efficiency for increased profitability, since November 2021. Ms. Li has also served on the board of directors and as a member of the audit committee of Knowles Corporation, a public company and leading supplier of advanced micro-acoustic, audio processing, and precision device solutions, since February 2018, as well as on the board of directors of ServicePower, Inc., a private company that provides mobile workforce management software solutions, since July 2017. She previously served on the board of directors of CTS Corporation, a public company and a leading designer and manufacturer of products that sense, connect and move, from May 2020 to May 2023, and on the board of directors of Women in Cable TV and Telecommunications Network, a non-profit organization promoting women’s leadership in the cable TV and telecommunications industries, from 1998 to 2001. Qualifications: Ms. Li’s qualifications to serve as a member of the Board include her senior executive level experience in a wide range of technology companies from telecommunication components and systems, to semiconductor to IT and data centers representing a variety of market segments the Company serves, as well as her experience as a director of private and public companies. Her background and experience also provide the Board with invaluable insights into Asian markets, which are important strategic markets for the Company. |

  11. Snapshot of Board Demographics(1)

    | Age 67 Director since October 2020 • Human Capital and Compensation Committee Chair • Nominating and Governance Committee | Martin S.J. Burvill | | | Mr. Burvill held a variety of positions at Verizon Communications Inc. from 2006 through his retirement in 2019. From 2016 through 2019, Mr. Burvill served as President of Business Markets, which provides fixed and mobile (4G/5G) networking, IoT, security, and cloud/IT services to U.S. small and medium sized businesses and state and local governments. From 2012 through 2016, Mr. Burvill served as Senior Vice President Global Operations of Verizon Enterprise. Prior to 2012, he was Vice President, Europe, and Vice President Global Solutions of Verizon Enterprise. Mr. Burvill also previously held executive positions at MCI Communications Corp., Nexagent Ltd., Internap Holding LLC, Racal Telecom Ltd, British Telecom plc and S.I.T.A. SA. Mr. Burvill worked in numerous countries around the world, including the United States, and in Europe, Asia, and South America. He has experience serving on multiple private and institutional boards, including having served as an Independent Director of Nexar Inc., a leading vision/AI data services based provider of solutions for optimizing commercial and leisure based road transportation, from July 2022 to February 2026, and as Chairman of OKIN Process, a business process outsourcing provider, from October 2022 to January 2024. Mr. Burvill also serves on the Dean’s Advisory Board and the Institute for International Economic Policy Executive Circle — both at the Elliot School of International Affairs at George Washington University. Qualifications: Mr. Burvill’s qualifications to serve as a member of the Board include his extensive expertise in general management, business transformation, network services, digital transformation, cloud-based services, cybersecurity, and a diverse set of other corporate functions. He is highly experienced in serving the needs of regulated and non-regulated industries, and national and local governments. Mr. Burvill has extensive leadership and transformation skills including: P&L ownership, sales, marketing, operations, product management, digital transformation, cloud-based services, cybersecurity, mergers and acquisitions, and a diverse set of other corporate functions. |

  12. Snapshot of Board Demographics(1)

    | Age 66 Director since September 2018 • Audit Committee | Rodolpho C. Cardenuto | | | Mr. Cardenuto most recently served as Chief Executive Officer of SEIDOR North America, a global technology consulting firm, from November 2023 to January 2026. Prior to that, he served as President, Applications Group of Vonage Holdings Corp., a global business cloud communications company, from December 2019 to May 2023. From May 2023 to December 2023, Mr. Cardenuto served as an advisor and board member for certain private companies. He served as Senior Vice President, Sales of Magic Leap, Inc., a private company focused on augmented reality products, from January 2019 until November 2019 and President of SAP America, Inc.’s Global Partner Operations organization from 2014 to December 2018. Mr. Cardenuto joined SAP in 2008 as President of SAP Latin America and the Caribbean and also served as President of SAP Americas in 2013. Mr. Cardenuto held executive positions at Hewlett-Packard Company from 2001 to 2007, and prior to 2001, he held executive positions at Vesper Telecomunicações, Nextel Comunicações, and Hewlett-Packard Brasil Ltda. Mr. Cardenuto has served as Chairman of the Board of MIGNOW, a private company specializing in SAP migration software, since February 2020, and as Executive Chair of NewRocket, LLC, a private company specializing in digital workflow transformation and employee and customer experience, since March 2025. Qualifications: Mr. Cardenuto’s qualifications to serve as a member of the Board include his more than 25 years of extensive and high level experience in the technology industry as well as his experience with global operations. |

  13. Snapshot of Board Demographics(1)

    | Age 62 Director since April 2023 • Human Capital and Compensation Committee • Nominating and Governance Committee • Technology and Strategy Committee | Gregory M. Fischer | | | Mr. Fischer currently serves as a member of the board of directors of Navitas Semiconductor, a publicly traded company designing and manufacturing high efficiency power semiconductor solutions in gallium nitride (GaN), having been appointed to its board in April 2026. Mr. Fischer most recently served as Senior Vice President and General Manager at Broadcom Inc., a public company and an American designer, developer, manufacturer, and global supplier of a wide range of semiconductor and infrastructure software products, from 2014 to May 2021, and as Vice President and General Manager of the Carrier Access Business from 2004 to 2014. Previously, Mr. Fischer served as Vice President and General Manager of the Video Products Business Unit at Conexant Systems, Inc., an American-based software developer and fabless semiconductor company, from 2002 to 2004, and as Director of Product Marketing and Business Development, from 1997 to 2002. Earlier in his career, he served as Manager of Corporate Business Development at Rockwell International Corporation (n/k/a Rockwell Automation, Inc.), a major American manufacturing conglomerate involved in aircraft, the space industry, defense and commercial electronics, components in the automotive industry, printing presses, avionics and industrial products, from 1994 to 1997, and served in several design engineering and program management positions at Rockwell Collins Avionics Co. (before being purchased by Raytheon Technologies Corporation), an avionics technology company, from 1985 to 1994. Mr. Fischer has served as an independent advisor to Gerson Lehrman Group, Inc., a professional services firm, since December 2021, and AlphaSights Ltd., an information services company specializing in connecting clients with experts, since December 2021. Mr. Fischer has served on the advisory board of Syntiant Corp., an edge-AI neural processor and modeling company since May 2023 and has served as President at Fischer Family Community Outreach, a foundation dedicated to feeding, clothing and housing indigent residents of San Diego County, since 2018. Qualifications: Mr. Fischer’s qualifications to serve as a member of the Board include 30 years of experience operating and scaling wireline and wireless semiconductor businesses through multiple economic and technology cycles. Mr. Fischer has also led M&A and post-merger strategies, focusing on product line integration and operating expense management to achieve profitable franchise growth. Mr. Fischer was initially appointed to the Board pursuant to a cooperation agreement with a stockholder. |

  14. Snapshot of Board Demographics(1)

    | Age 59 Director since September 2018 • Human Capital and Compensation Committee • Nominating and Governance Committee • Technology and Strategy Committee Chair | Saar Gillai | | | Mr. Gillai has served as an independent board director and Chief Executive Officer advisor to multiple start-ups since January 2020. He has been an executive mentor at The Exco Group since October 2020. Previously, Mr. Gillai served as Chief Executive Officer and Director of Teridion Technologies Ltd., a cloud-based networking company, from October 2017 to December 2019. He also served as the Senior Vice President and General Manager of Hewlett Packard Enterprise Co.’s Communications Solutions Business from October 2014 to October 2016. Prior to that, Mr. Gillai was the Senior Vice President, General Manager and Chief Operating Officer of HP Cloud from November 2012 to October 2014. Other previously held executive positions include positions at 3Com Corp., Enfora, Inc., Tropos Networks, Inc., and Cisco Systems, Inc. Mr. Gillai has been the Chairman of the Board of Liquid Instruments, Pty Ltd., a private company focused on next generation test equipment, since March 2021. He previously served as a director of Xilinx, Inc., a public company and the leading provider of All Programmable FPGAs, SoCs, MPSoCs and 3D ICs, from May 2016 to February 2022 (acquired by Advanced Micro Devices, Inc.). He also served as a director of SpaceIQ, LLC, a private company and provider of smart IWMS/CAFM facility management software from August 2017 to August 2019 (acquired by WeWork Inc.). Qualifications: Mr. Gillai’s qualifications to serve as a member of the Board include his senior executive and board experience in both startups and public companies and his over thirty years of experience in the technology industry. |

  15. Snapshot of Board Demographics(1)

    | Age 62 Director since July 2023 | Hong Q. Hou | | | Dr. Hou has served as President and Chief Executive Officer of the Company since June 2024 and as a member of the Board since July 2023. Dr. Hou is an accomplished multinational technology executive, recognized as a global enterprise leader with a strong technical and business transformation record in dynamic ultra-competitive markets. From February 2023 to June 2024, Dr. Hou served as President of the Semiconductor Group at Brooks Automation, Inc., a leading provider of automated wafer handling and contamination control solutions for the semiconductor manufacturing industry. From August 2018 to February 2023, Dr. Hou was Corporate Vice President and General Manager of the cloud networking group of Intel Corporation, a public company, with full P&L responsibility for a group delivering leadership hardware, software, and system products and technologies, including Ethernet controllers and NICs, infrastructure processor units, Ethernet switches, and silicon photonics optical transceivers. Prior to that, Dr. Hou was Executive Vice President and Chief Technical Officer of Fabrinet, Chief Operating Officer at AXT, Inc., and President and Chief Executive Officer, and board member of EMCORE Corporation, all of which are or were public companies when Dr. Hou worked or served as a director there. Since September 2025, Dr. Hou has served on the board of directors and compensation committee of Wolfspeed, Inc., a publicly traded manufacturer of wide-bandgap semiconductors, focused on silicon carbide materials and devices for power applications. Qualifications: Dr. Hou’s qualifications to serve as a member of the Board include his extensive experience as an accomplished multinational technology executive in leading global enterprises and winning with complex products in dynamic ultra-competitive markets. Dr. Hou’s current position as our President and CEO also brings to the Board knowledge of the day-to-day operations of the Company, which provides invaluable insight to our Board as it reviews the Company’s strategic and financial plans. |

  16. Snapshot of Board Demographics(1)

    | Age 68 Director since October 2020 • Audit Committee • Human Capital and Compensation Committee | Paula LuPriore | | | Ms. LuPriore is a proven operating executive in global technology businesses. Most recently, she served as Chief Executive Officer and Co-founder of WujiTech, Inc., a private cloud-based company delivering bio-analytic software solutions, from 2010 to 2023, and has been a member of its board since 2011. From 2002 through 2010, Ms. LuPriore served in various positions at Asyst Technologies, Inc., a public technology and manufacturing company providing robotic automation solutions for the semiconductor equipment industry. Most recently she served as interim Chief Executive Officer, also holding positions as Executive Vice President and Chief Operating Officer. Ms. LuPriore began her career as a software engineer at International Business Machines Corporation (“IBM”) and spent 23 years leading various product organizations across engineering, strategy, marketing, and technical sales and services, holding various senior executive roles including as Vice President of IBM’s Storage Networking Division targeting the Network Attached Storage market. Ms. LuPriore previously served as a member of the board of directors and member of the audit committee of Saguaro Technology, Inc., a strategic software development company that specializes in cloud computing, data analytics, IoT, and embedded systems, from 2024 to 2025. She also served as a member of the board of directors of PCS Edventures, Inc., a publicly traded technology company that designs and delivers educational products and services for the science, technology, engineering, and mathematics (STEM) market, where she served on the audit and compensation committees. Qualifications: Ms. LuPriore’s qualifications to serve as a member of the Board include her extensive operating experience and senior executive leadership spanning information technology enterprise software and hardware systems, semiconductor, networking, and infrastructure markets, with broad expertise in data center, cloud computing, and technology consulting services across various industries in domestic and international markets. Her business experience as a corporate executive has established her deep understanding of the opportunities and challenges in technology businesses. |

  17. Snapshot of Board Demographics(1)

    | Age 60 Director since December 2023 • Audit Committee | Julie G. Ruehl | | | Ms. Ruehl served as Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company, from August 2017 to August 2021 (formerly NYSE:FLY), Vice President and Chief Accounting Officer for Big Heart Pet Brands Inc. (and its predecessor, Del Monte Corporation), a producer, distributor and marketer of premium quality, branded pet products and food products in the U.S., from November 2011 to December 2015, and in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company from May 2005 to October 2011. Additionally, Ms. Ruehl served in a senior financial position with Sanmina Corporation, a global provider of electronics manufacturing services from 2002 to 2005. Prior to that, Ms. Ruehl was an Audit Partner at Arthur Andersen LLP. Ms. Ruehl has served as an independent director for Zevia PBC, a publicly traded “Certified B Corporation,” offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages, since March 2021. Her role on its board of directors includes serving as chair of the audit committee and a member of the compensation committee. Ms. Ruehl previously served as a director and chair of the audit committee and member of the compensation committee of Wizeline, Inc., a global technology services company, from November 2021 to January 2024. She also served as a director and chair of the audit committee of Wine.com, Inc., a leading online wine retailer, from March 2022 to November 2023. Qualifications: Ms. Ruehl’s qualifications to serve as a member of the Board include her extensive 25+ years of senior finance executive leadership experience in a wide range of public and private equity backed companies. Ms. Ruehl was initially appointed to the Board pursuant to a cooperation agreement with a stockholder. |

  18. Snapshot of Board Demographics(1)

    | Age 61 Director since April 2023 • Audit Committee Chair • Nominating and Governance Committee • Technology and Strategy Committee | Paul V. Walsh, Jr. | | | Prior to retiring in February 2022, Mr. Walsh served as Chief Financial Officer, Senior Vice President and Treasurer, at Allegro MicroSystems, Inc., a publicly traded global semiconductor company that designs and manufactures advanced sensor and power management integrated circuits for the automotive and industrial end markets, from 2014 to 2022. Prior to joining Allegro, Mr. Walsh served as the Chief Financial Officer and Senior Vice President of Rocket Software, Inc., a global software development firm, from 2013 to 2014. From 2004 to 2013, he served in several financial leadership roles at Silicon Laboratories Inc., a publicly traded global technology company that designs and manufacturers semiconductors, including as: Chief Financial Officer and Senior Vice President from 2011 to 2013 and Chief Accounting Officer and Vice President of Finance from 2006 to 2011, among other roles. Mr. Walsh currently serves on the board of directors of Kopin Corporation, an electronics manufacturer, and serves as the chair of its audit committee and a member of its nominating and governance committee. He also currently serves on the board of directors and as the chair of the audit committee of Wolfspeed, Inc., a publicly traded manufacturer of wide-bandgap semiconductors, focused on silicon carbide materials and devices for power applications. Mr. Walsh served as an advisor to the board of directors and audit committee of Anokiwave, Inc., a late-stage semiconductor company, from October 2022 to February 2024, where he was also an investor. Anokiwave, Inc. was acquired by Qorvo, Inc. in February 2024. Additionally, he served on the board of directors of Nitero, Inc., a venture-backed startup semiconductor company, from 2012 to 2015, and Grande Communications Networks, LLC, a broadband communications provider of cable and internet services, from 2008 to 2010, including as chairman of the audit committee. Qualifications: Mr. Walsh’s qualifications to serve as a member of the Board include his extensive experience of more than 30 years in the global semiconductor industry, with service as Chief Financial Officer for two public companies in the industry, which we believe provides our Board with valuable executive-level insights and broad and diverse operational industry experience. Mr. Walsh was initially appointed to the Board pursuant to a cooperation agreement with a stockholder. |

  19. Risk Assessment of Compensation Programs

    Risk Assessment of Compensation Programs In compliance with SEC disclosure requirements, we have evaluated our compensation policies and practices to determine if any of our programs create risks that are reasonably likely to have a material adverse effect on the Company. We have concluded that our compensation policies and practices do not create such risks. We evaluated our executive compensation program, as well as our broad-based compensation and benefits programs on a worldwide basis. We focused on looking at whether any program’s elements, criteria, purposes or objectives create undesired or unintended risk of a material nature. While all programs were evaluated, primary review and attention was placed on programs having potential for variable payouts where an individual participant or small groups of participants might have the ability to directly affect, control or impact payout results. We believe that all compensation programs are structured with a combination of appropriate controls, objective measurement variables, review authorities and/or payment methodologies that, in the aggregate, are designed and administered so that there is not any reasonable likelihood of material adverse risks to the Company arising from or caused by any of our compensation programs. In addition, “clawback” rights and provisions in applicable executive compensation plans as discussed below in our “Compensation Discussion and Analysis” are additional safeguards that encourage executives to not take unnecessary or excessive risks. In particular, base salaries are fixed in amount and are, therefore, not susceptible to encouraging unnecessary or excessive risk taking. Although the performance-based, short-term annual cash incentives for our executives focus on achievement of short-term individual performance and business-related goals, which could encourage taking short-term risks at the expense of long-term goals, this element of compensation is offset and balanced by the Company’s use of long-term, multi-year incentive programs that are designed to align our executives’ interests with those of the Company’s stockholders. Our Human Capital and Compensation Committee also retains discretion to reduce or eliminate short-term annual cash incentives for our executives. We believe that long-term, multi-year incentive programs do not encourage unnecessary or excessive risk taking because the ultimate value of these programs is tied to the value of the Company’s stock, awards with performance-based vesting components are balanced with awards that have a value based solely on our stock price with long-term vesting schedules and no performance-based vesting components, and the grant dates, vesting dates and any applicable performance measurement periods are staggered over multiple years to ensure that executives have a significant stake in the long-term performance of the Company’s stock.

  20. Human Capital and Compensation Committee

    | • | periodically reviewing the Company’s executive incentive programs and benefit plans; |

  21. Human Capital and Compensation Committee

    | • | carrying out all responsibilities and functions assigned to it by the documents governing the Company’s incentive programs and benefit plans; |

  22. Human Capital and Compensation Committee

    | • | making and approving equity awards; and |

  23. Human Capital and Compensation Committee

    | • | reviewing and making recommendations to the Board with respect to the compensation of our directors who are not also employed by the Company or one of our subsidiaries (“Non-Employee Directors”). |

  24. Corporate Governance Materials

    | • | Director Compensation Policy |

  25. DIRECTOR COMPENSATION POLICY

    DIRECTOR COMPENSATION POLICY Our Policy Regarding Director Compensation (“Director Compensation Policy”) provides that Non-Employee Directors receive a cash retainer and equity-based compensation for their services on the Board, their committee service, and their role as Chair of the Board or any committee. Based on its review of our Director Compensation Policy in 2025, and after obtaining advice from Compensia and considering independent director compensation data for Peer Group companies (as the Peer Group companies are identified in the Compensation Discussion and Analysis below), the Human Capital and Compensation Committee recommended, and the Board approved, certain changes to the Director Compensation Policy for fiscal year 2026 as described below.

  26. Equity Award Grants

    Equity Award Grants In accordance with the Director Compensation Policy, each of our Non-Employee Directors is also entitled to an annual equity award grant for their service on the Board. In recent prior years, the annual Non-Employee Director equity award grant consisted of two components – an award of stock-settled restricted stock units with a grant date fair value of approximately $90,000 and a second award, also with a grant date fair value of approximately $90,000, of deferred stock units that would be settled in cash only when the Non-Employee Director separated from service on the Board. Based on its review of Peer Group company practices and after obtaining advice from Compensia, the Board provided that, beginning with fiscal year 2026, each Non-Employee Director’s annual equity award grant will be in the form of stock-settled restricted stock units with a grant date fair value of approximately $200,000, as described below. The equity awards granted to Non-Employee Directors in fiscal year 2026 were awarded under our 2017 Long-Term Equity Incentive Plan, as amended (the “2017 Plan”). In accordance with the amended Director Compensation Policy, Non-Employee Directors receive annual equity awards (including the awards granted during fiscal year 2026) on the following terms: Annual Equity Awards. Immediately following each annual meeting of the Company’s stockholders, each Non-Employee Director then serving on the Board is granted an annual award for a number of restricted stock units determined by dividing $200,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day), rounded down to the nearest whole unit (an “Annual Award”). Each Annual Award will vest in full on the earlier of (1) the one-year anniversary of the date of grant and (2) the day immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year in which the award is granted (such earlier date, the “Vesting Date”), subject to the non-employee director’s continued service to the Company through the Vesting Date. Outstanding and unvested Annual Awards accelerate and vest (1) in full upon a change in control of the Company or should the Non-Employee Director’s service with the Company terminate due to the director’s death or disability, or (2) as to a pro-rata portion of the Annual Award should the Non-Employee Director’s service with the Company terminate due to any reason other than the director’s death or disability. In such circumstances, any pro-rata vesting is determined by multiplying (a) the total number of restricted stock units subject to the Annual Award by (b) a fraction (not greater than one), the numerator of which is the number of calendar days in the period beginning with the applicable grant date of the award through and including the date of the director’s termination of services, and the denominator of which is the number of calendar days in the period beginning with the applicable grant date of the award through and including the first anniversary of the annual meeting of the Company’s stockholders that coincided with (or, if the grant date of the award was other than on the date of an annual meeting of the Company’s stockholders, last preceded) the applicable grant date of the award. Any restricted stock units subject to the Annual Award that are not vested on the date of the Non-Employee Director’s termination of service with the Company (after giving effect to any accelerated vesting as described above) will be forfeited upon the Non-Employee Director’s termination of service as a director for any reason. Non-Employee Directors are entitled to receive dividend equivalents with respect to outstanding and unpaid restricted stock units subject to awards granted pursuant to the Director Compensation Policy. Dividend equivalents, if any, are paid in the form of a credit of additional restricted stock units that are subject to the same vesting, payment and other provisions as the underlying restricted stock units. Each vested Restricted Stock Unit will be settled in a share of Company common stock on or promptly following the vesting date. Initial Equity Awards. Each Non-Employee Director who is initially elected or appointed to the Board (and who was not an employee of the Company or one of its subsidiaries immediately prior to joining the Board) receives an initial restricted stock unit award (an “Initial Award”) in connection with joining the Board. Initial Awards have the same terms and conditions as the Annual Awards last granted by the Company prior to the date that the new Non-Employee Director is elected or appointed to the Board, except that the number of restricted stock units subject to the Initial Award is determined by dividing $200,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day) of the Initial Award, and multiplying that number of units by the Initial Fraction (as defined below), and rounding down to the nearest whole unit. The vesting dates of each Initial Award correspond with the vesting dates applicable to the Annual Awards last granted by the Company prior to the date that the new Non-Employee Director is elected or appointed to the Board (including the provisions for accelerated vesting of the award as described above). The Initial Fraction for these awards is the fraction (not greater than one) determined by dividing (1) the number of days in the period beginning with the date that the Non-Employee Director is elected or appointed to the Board through and including the first anniversary of the annual meeting of the Company’s stockholders that last preceded such date of election or appointment to the Board, by (2) the number of calendar days in the period beginning with such annual meeting of the Company’s stockholders that last preceded such date of election or appointment to the Board through and including the first anniversary of that annual meeting of stockholders.

  27. Director Deferred Compensation Plan

    Director Deferred Compensation Plan The Board approved the Company’s Director Deferred Compensation Plan (“Director Deferred Compensation Plan”) in November 2024. The Director Deferred Compensation Plan permits a Non-Employee Director to elect in advance to (a) delay the payment date of all or part of his or her Annual Award (from the vesting or other applicable payment date referenced above) to the Non-Employee Director’s separation from service as a member of the Board, and (b) specify whether the payment of any such deferred award is to be made in a single lump sum or in annual installments over a period of up to five years. In all cases, however, any deferred award will be paid in connection with a change in control of the Company. Deferred stock units continue to be credited in the form of stock units to be settled in an equal number of shares of Company common stock on the applicable payment date, and continue to carry dividend equivalent rights through the applicable deferral period. Dividend equivalents, if any, are in the form of a credit of additional restricted stock units that are subject to the same vesting, payment and other provisions as the underlying stock units. The Board from time to time may amend our Director Compensation Policy, Non-Employee Directors stock ownership guidelines, and Director Deferred Compensation Plan.

  28. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    DIRECTOR COMPENSATION – FISCAL YEAR 2026 The following table presents information regarding the compensation of individuals who were Non-Employee Directors during fiscal year 2026 for their services during that year. The compensation paid to Dr. Hou, who is our current CEO, is presented below under “Executive Compensation,” including in the Summary Compensation Table and the related explanatory tables. Dr. Hou is currently our only employee director and does not receive any additional compensation for his services as a director.

  29. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | NON-EMPLOYEE DIRECTOR COMPENSATION – FISCAL YEAR 2026 | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Ye Jane Li, Chair of the Board | 168,333 | 199,963 | — | 368,296 | | Martin S.J. Burvill | 87,500 | 199,963 | — | 287,463 | | Rodolpho C. Cardenuto | 68,750 | 199,963 | — | 268,713 | | Gregory M. Fischer | 85,833 | 199,963 | — | 285,796 | | Saar Gillai | 87,500 | 199,963 | — | 287,463 | | Paula LuPriore | 78,750 | 199,963 | — | 278,713 | | Julie G. Ruehl | 68,750 | 199,963 | — | 268,713 | | Paul V. Walsh, Jr. | 104,583 | 199,963 | — | 304,546 |

  30. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (1) The amounts and values noted do not necessarily correspond to any actual value that will be realized by a recipient. The stock award amounts reflected in the table, and the grant-date fair values discussed below in this footnote, are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on assumptions set forth in Note 10 to the financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2026. The awards are valued as of the grant date disregarding any estimate of forfeitures related to service-based vesting conditions. None of our Non-Employee Directors forfeited any Company equity awards in fiscal year 2026. On June 5, 2025, each Non-Employee Director then in office was awarded as his or her Annual Award 5,321 restricted stock units. The grant-date fair value of each such restricted stock unit award was $199,963. |

  31. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    The following table presents the number of outstanding and unexercised option awards and number of outstanding stock units held by each of our Non-Employee Directors as of January 25, 2026:

  32. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | | Number of Shares Subject to Outstanding Option Awards | | | Number of Outstanding Restricted Stock Units-Cash Settled | | | Number of Outstanding Restricted Stock Units-Share Settled | | | | Name | Vested | Unvested | Total | Vested | Unvested | Total | Vested | Unvested | Total | | Ms. Li (Chair) | — | — | — | 20,510 | — | 20,510 | — | 5,321 | 5,321 | | Mr. Burvill | — | — | — | 10,547 | — | 10,547 | — | 5,321 | 5,321 | | Mr. Cardenuto | — | — | — | 13,649 | — | 13,649 | — | 5,321 | 5,321 | | Mr. Fischer | — | — | — | 7,273 | — | 7,279 | — | 5,321 | 5,321 | | Mr. Gillai | — | — | — | 13,649 | — | 13,649 | — | 5,321 | 5,321 | | Ms. LuPriore | — | — | — | 10,547 | — | 10,547 | — | 5,321 | 5,321 | | Ms. Ruehl | — | — | — | 5,979 | — | 5,979 | — | 5,321 | 5,321 | | Mr. Walsh | — | — | — | 7,279 | — | 7,279 | — | 5,321 | 5,321 |

  33. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    BENEFICIAL OWNERSHIP OF SECURITIES The table below indicates the number of shares of the Company’s common stock beneficially owned as of April 9, 2026, the Record Date for the Annual Meeting, by each person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of our common stock, each of our directors, each of our NEOs (as defined herein) and all directors and executive officers as a group. Unless otherwise noted, all information regarding stockholders who are not directors or officers of the Company is based on the Company’s review of information filed with the SEC on Schedule 13D or 13G, which information is as of the date specified. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated below, to the Company’s knowledge, all persons listed have sole voting and investment power with respect to their shares. Unless otherwise noted below, the address of each beneficial owner listed in the table is in care of Semtech Corporation, 200 Flynn Road, Camarillo, California 93012.

  34. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | | Beneficial Ownership of Common Stock | | | Name and Address of Beneficial Owner(1) | Number of Shares | %(6) | | BlackRock Inc.(2) 50 Hudson Yards, New York, NY 10001 | 12,740,110 | 13.7 | | Ameriprise Financial, Inc. and affiliates(3) 145 Ameriprise Financial Center, Minneapolis, MN 55474 | 7,175,860 | 7.7 | | Directors and NEOs: | | | | Martin S.J. Burvill, Director | 4,409 | * | | Rodolpho C. Cardenuto, Director(4) | 5,321 | * | | Gregory M. Fischer, Director(4) | 8,178 | * | | Saar Gillai, Director(4) | 14,844 | * | | Hong Q. Hou, Director, President and Chief Executive Officer | 75,228 | * | | Ye Jane Li, Director(4) | 21,335 | * | | Paula LuPriore, Director | 10,409 | * | | Julie G. Ruehl, Director(5) | 8,640 | * | | Paul V. Walsh, Jr., Director(4) | 29,600 | * | | Mark Lin, Executive Vice President and Chief Financial Officer | 33,793 | * | | Madhusudhan Rayabhari, Senior Vice President and General Manager, Analog Mixed Signal and Wireless | 82,580 | * | | Asaf Silberstein, Executive Vice President and Chief Operating Officer | 106,165 | * | | Jason Green, Executive Vice President and Chief Commercial Officer | 9,353 | * | | J. Michael Wilson, Chief Quality Officer and Chief Technology Officer | 85,689 | * | | All Current Directors and Executive Officers as a group (13 persons)(7) | 412,964 | * |

  35. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | * Less than 1% |

  36. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (1) On March 27, 2026, The Vanguard Group, Inc. filed a Schedule 13G/A reporting that on January 12, 2026, it underwent an internal realignment such that The Vanguard Group, Inc. and its subsidiaries or business divisions of subsidiaries will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. Consequently, in such filing The Vanguard Group, Inc. reported that it held 0 shares with sole voting power, |

  37. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    BENEFICIAL OWNERSHIP OF SECURITIES 0 shares with shared voting power, 0 shares with sole dispositive power and 0 shares with shared dispositive power. Prior to such filing, The Vanguard Group, Inc. reported that, as of December 29, 2023, it had sole voting power over 0 shares, shared voting power over 42,212 shares, sole dispositive power over 8,214,284 shares and shared dispositive power over 113,008 shares.

  38. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (2) As reported the Schedule 13G/A filed on January 21, 2026 by BlackRock Inc. to reflect its beneficial ownership as of December 31, 2025. BlackRock Inc. reported sole voting power with respect to 12,557,646 shares and sole dispositive power with respect to 12,740,110 shares. |

  39. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (3) As reported in the Schedule 13G/A filed August 14, 2025 by Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC to reflect their beneficial ownership as of June 30, 2025. Ameriprise Financial, Inc. reported shared voting power over 6,797,965 shares and shared dispositive power over 7,175,860 shares, and Columbia Management Investment Advisers, LLC reported shared voting power over 6,734,202 shares and shared dispositive power over 6,883,183 shares. |

  40. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (4) Includes 5,321 restricted stock units scheduled to vest within 60 days of April 9, 2026. |

  41. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (5) Includes 2,661 restricted stock units scheduled to vest within 60 days of April 9, 2026. |

  42. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (6) The ownership percentage is based on 93,114,501 shares outstanding as of April 9, 2026 and the numerator and denominator include the shares which the holder has the right to acquire within 60 days thereof through the exercise of stock options or vesting of restricted stock. Although the shares that could be acquired by a holder are deemed to be outstanding in calculating the ownership percentage of that holder and of the group, they are not deemed to be outstanding as to any other holder. No named holder holds unvested restricted stock as to which the holder has voting power. |

  43. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | (7) No shares of common stock held by a director, director nominee or officer have been pledged as security. The Company is not aware of any arrangements or pledge of common stock that could result in a change of control of the Company. |

  44. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires the Company’s officers and directors, as well as persons who own more than ten percent of the outstanding shares of the Company’s common stock, to file with the SEC reports of their initial ownership of the Company’s common stock and subsequent changes in their ownership. Based solely on a review of reports filed with the SEC and related written representations, the Company believes that its officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a) since January 26, 2025, with the exception of (i) a Form 4 filed late on April 1, 2025 for W. Ross Gray, (ii) a Form 4 filed late on April 1, 2025 for Madhusudhan Rayabhari, and (iii) a Form 4 filed late on January 13, 2026 for John Michael Wilson. EXECUTIVE OFFICERS The following table sets forth information with respect to our executive officers and their ages as of the date of this Proxy Statement. No executive officer is related by blood, marriage, or adoption to any director, executive officer or person chosen to become a director or executive officer. No arrangements or understandings exist between any executive officer and any other person pursuant to which such person was selected as an executive officer. Further, there are no legal proceedings to which any of our executive officers are a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  45. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | Name | Age as of April 21, 2026 | Position | | Hong Q. Hou | 62 | President and Chief Executive Officer | | Mark Lin | 50 | Executive Vice President and Chief Financial Officer | | Jason Green | 53 | Executive Vice President and Chief Commercial Officer | | Asaf Silberstein | 56 | Executive Vice President and Chief Operating Officer | | J. Michael Wilson | 70 | Chief Quality Officer and Chief Technology Officer |

  46. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    Biographical information regarding Dr. Hou is set forth above under the caption “Election of Directors (Proposal Number 1)”. Mr. Lin joined the Company in October 2023 as Executive Vice President and CFO. Before joining Semtech, Mr. Lin served as Vice President and Corporate Controller of MKS, Inc., a global provider of foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications from November 2019 to October 2023. Previously, Mr. Lin was with Microsemi Corporation (“Microsemi”) from June 2005 until July 2019, holding various accounting and finance roles, including Vice President of Finance and Corporate Controller, a position he assumed in 2014. Mr. Green joined the Company on February 3, 2025 as Executive Vice President and Chief Commercial Officer. Before joining Semtech, Mr. Green was managing partner at Stratosphere Management, a consulting firm, where he advised Fortune 1000 companies on business transformation, operational turnarounds, and growth strategies from 2023 to 2025. Previously, from 2015 to 2023, Mr. Green led the go-to-market transformation at National Instruments Corp., a technology company that produced hardware and software for the semiconductor, aerospace, and transportation industries (now part of Emerson Electric Co.), as executive vice president, chief revenue officer and business unit general manager, positioning the company as a market leader. Earlier in his career, Mr. Green spent two decades at Maxim Integrated Products, Inc. (now part of Analog Devices, Inc.), where he served as vice president of Americas sales and applications, global distribution, and strategic accounts, playing a pivotal role in scaling the company’s growth. Mr. Silberstein became Executive Vice President and Chief Operating Officer in March 2023. Mr. Silberstein was previously Executive Vice President, Worldwide Operations and Information Technology since March 2019. Mr. Silberstein was Senior Vice President, Worldwide Operations and IT from November 2016 to March 2019. His role was expanded in November 2016 to include the area of IT. Mr. Silberstein was promoted to Senior Vice President, Worldwide Operations in February 2013. He became Vice President, Worldwide Operations in March 2011. Prior to that, Mr. Silberstein was Vice President, Operations, a position he held since he joined the Company in December 2010. Prior to joining the Company, he was employed from 2007 to 2010 at Microsemi as Vice President Global Operations in its Analog Mixed Signal Division. Prior to Microsemi, he was Vice President Operations from 2000 to 2005 and Chief Operating Officer from 2005 to 2007 at PowerDsine, Israel, when PowerDsine was acquired by Microsemi. He also previously served in various positions at 3Com Corp. and ECI Telecom Ltd. Mr. Wilson became Chief Quality Officer and Chief Technology Officer in February 2024. Mr. Wilson was previously Executive Vice President and Chief Quality Officer since March 2019. Mr. Wilson had previously been the Executive Vice President, Quality and Reliability since February 2013. Prior to his promotion, Mr. Wilson was Senior Vice President, Quality and Reliability, a position he held since November 2011. Mr. Wilson was appointed Senior Vice President and Chief Technology Officer in May 2008 after serving as Senior Vice President of Power Management Products since June 2007 and serving as Vice President of that unit since 2001. He joined the Company as the result of the 1995 acquisition of ECI Semiconductor where he was Vice President and Chief Operating Officer. He has more than 20 years of experience in the semiconductor industry in a broad range of technical and management positions. This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our CEO, our CFO, our three other most highly-compensated executive officers who were serving as executives at the end of fiscal year 2026, and for an officer who served as an executive officer for a portion of the fiscal year (Mr. Rayabhari) for services rendered during fiscal year 2026. These individuals are referred to as our “Named Executive Officers,” or “NEOs,” in this Proxy Statement.

  47. DIRECTOR COMPENSATION – FISCAL YEAR 2026

    | Name | Title | | Hong Q. Hou | President and Chief Executive Officer | | Mark Lin | Executive Vice President and Chief Financial Officer | | Asaf Silberstein | Executive Vice President and Chief Operating Officer | | Jason Green | Executive Vice President and Chief Commercial Officer | | J. Michael Wilson | Chief Quality Officer and Chief Technology Officer | | Madhusudhan Rayabhari | Senior Vice President and General Manager, Analog Mixed Signal and Wireless |

  48. FISCAL YEAR 2026 NAMED EXECUTIVE OFFICER COMPENSATION

    | Compensation Component | Summary of Key Terms | | Annual Incentive Plan (the Executive Bonus Plan) | • 50% of the corporate performance component of the bonus opportunity was based on our net sales • 50% of the corporate performance component of the bonus opportunity was based on our non-GAAP adjusted operating income* | | Performance-Based Units | • Between 0% and 200% of the target number of units is eligible to vest based on our net sales and Non-GAAP adjusted operating income performance over a three-year performance period, subject to adjustment based on our total stockholder return relative to the Russell 3000 index over that period | | Restricted Stock Units | • Units vest over a three-year vesting period |

  49. 2025 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT

    2025 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT The Company’s stockholders are provided with an opportunity to cast an annual non-binding advisory vote on the Company’s executive compensation program through a say-on-pay proposal. At the Company’s Annual Meeting of Stockholders held in June 2025, approximately 87.3% of the votes cast approved the executive compensation for our NEOs as described in our proxy statement for that annual meeting. After consideration of the positive result of the say-on-pay vote at the Company’s Annual Meeting of Stockholders held in June 2024 (the most recent voting results available when the executive compensation program was designed for fiscal year 2026) and feedback received from stockholders in fiscal year 2025, the Human Capital and Compensation Committee determined that the Company’s executive compensation policies would be similar for fiscal year 2026 to those in effect for fiscal year 2025. In addition, to ensure Semtech’s directors receive stockholders’ unfiltered comments and perspectives directly, both on the Company overall and any related to executive compensation, in the past 12 months directors proactively reached out to institutional stockholders that, cumulatively, own approximately 63% of Semtech’s outstanding shares (based on SEC information at the time of each meeting). In determining the appropriate executive compensation program for any given year, the Human Capital and Compensation Committee considers current peer group practices, market conditions, competition for and retention of key talent, company strategic priorities and current operational conditions, stockholder feedback, and input from the Company’s compensation advisors. After our fiscal year 2026 equity award design had been finalized, certain of our stockholders raised comments on certain terms included in our fiscal 2025 and fiscal 2026 Performance-Based Units (“PSU”) awards. The Human Capital and Compensation Committee is grateful for and welcomes the feedback. Taking that feedback into account and considering the other factors noted above, the Human Capital and Compensation Committee further evolved the design of the PSUs included in our 2027 annual executive equity award grants to again best suit the Company’s strategic direction, growth objectives, prevailing conditions, and market outlook. See “Fiscal Year 2027 Annual Equity Incentive Awards” below. As part of its annual process, the Human Capital and Compensation Committee will continue to reach out to and engage with the Company’s stockholders to seek their feedback or to review their voting guidelines and to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for the NEOs.

  50. Core Components of Compensation and Compensation Levels

    | • | The compensation levels at our Peer Group of companies (described below) for comparable positions; |

  51. Core Components of Compensation and Compensation Levels

    | • | For equity awards, the executive’s historical total compensation, including prior equity grants, tenure with the Company, the number and value of unvested shares and the timing of vesting of those awards, the expense to the Company for equity grants under applicable accounting standards, equity expense measured as a percentage of non-GAAP adjusted operating income, and the potential dilutive effect such grants may have on existing stockholders. |

  52. Core Components of Compensation and Compensation Levels

    The Human Capital and Compensation Committee gives no single factor any specific weight. Each executive’s compensation level, as well as the appropriate mix of equity award types and other compensation elements, ultimately reflects the Human Capital Compensation Committee’s business judgment in consideration of these factors and stockholder interests. The Human Capital and Compensation Committee assesses executive compensation developments at companies in our Peer Group (identified below under “Role of Peer Companies”), and in the market generally, and has the right to change our executive compensation philosophy, components, levels, and structure from time to time as it may determine are in the best interests of the Company and our stockholders. The following table presents the key elements of our executive compensation programs:

  53. Core Components of Compensation and Compensation Levels

    | | Key Elements of Compensation | | | Element | Purpose | Characteristics | | Base salary | To attract and retain qualified executives. | Provide a stable source of income and be competitive with the applicable market. | | Short-term annual cash incentives | To attract and retain qualified executives; to motivate and reward achievement of annual business and, in certain cases, business unit or individual goals and objectives designed to increase stockholder value. | This element involves annual performance-based cash awards. The amount earned (if any) varies based on actual results achieved relative to pre-determined annual financial performance goals. | | Long-term equity incentives | To align interests of executives with stockholders; to reward performance over time based on stock price and other specified performance criteria; and to provide an additional retention incentive through multi-year vesting schedules. | Performance-based awards make up a significant component — the amount realized (i.e., the value ultimately received by the recipient) depends on the achievement of performance goals (which may be financial and/or based on our TSR) and all awards have a value directly tied to our stock price and are subject to time-based vesting requirements in order to provide retention value. | | Other compensation and benefits | To provide competitive and customary benefits (e.g., health insurance, life insurance, 401(k) retirement, and deferred compensation plans). | Company sponsored/subsidized benefit plans as provided to the general employee population, as well as Company matching contributions to selected employee contributory plans. |

  54. Distribution of Compensation

    Distribution of Compensation The Human Capital and Compensation Committee distributes compensation among each of the core elements on the basis of the element’s usefulness to meet one or more of our compensation objectives. The Human Capital and Compensation Committee believes that for our executive officers, a significant proportion of total compensation should consist of (1) variable, performance-based components, such as annual cash incentives, which can increase or decrease to reflect changes in corporate and, on occasion, business unit or individual performance on an annual basis, and (2) equity compensation, which is structured to reinforce and encourage management’s commitment to enhancing financial performance and stockholder value over the long-term, with a greater emphasis placed on long-term performance and linking executives’ interests to our stockholders’ interests. For fiscal year 2026, total compensation (based on each NEO’s base salary for fiscal year 2026, fiscal year 2026 target short-term annual cash incentive, and grant date fair value (as reported in the Summary Compensation Table) of equity awards granted in fiscal year 2026) for Dr. Hou and for the Company’s other NEOs was distributed as follows:

  55. BEST PRACTICES

    | | No Minimum Payouts. | We do not have minimum payment levels under our Executive Bonus Plan or for our performance-based equity awards. | | | Long-Term Equity Incentives. | All of our equity incentive awards have multi-year vesting and/or performance requirements, with a significant portion of the target value of equity granted to our NEOs having both time- and performance-vesting requirements. | | | No Material Perks. | We do not provide significant perquisites. | | | No Tax Gross-Ups. | We do not pay taxes on our executives’ behalf through “gross-up” payments (including excise tax gross-up payments in connection with a change in control transaction). | | | Executive Change in Control Retention Plan and Executive Employment Agreements Have No Single-Trigger Change in Control Benefits. | Our Executive Change in Control Retention Plan, as well as the change in control severance provisions of our employment agreements with our executive officers, have a double-trigger provision (benefits require both a change in control and termination of employment) rather than a single-trigger provision (under which benefits would be triggered automatically by any change in control). | | | No Repricing of Stock Options. | We prohibit repricing of “underwater” stock options (stock options where the exercise price is below the then-current market price of our stock) without stockholder approval. | | | Executives Subject to Stock Ownership Guidelines. | Our executive officers are subject to stock ownership guidelines, under which the executives are expected to acquire and maintain a specified level of equity ownership in the Company. The CEO’s targeted level of ownership is five times his annual base salary, while our other NEOs’ targeted level of ownership is two times their annual base salary. | | | Equity Award Holding Period Requirements. | Our stock ownership guidelines include equity award holding period requirements. If an executive officer’s level of ownership of Company common stock does not satisfy the targeted level under our stock ownership guidelines, the executive officer is expected to hold at least 50% of the net vested shares acquired upon the exercise, payment or vesting of any Company equity award granted to the executive officer. | | | Clawback Policy. | The Company maintains a “clawback” policy that provides for reimbursement or cancellation of awards or payments made under our cash and equity incentive plans to the Company’s officers in certain circumstances where the amount of the award or payment was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with applicable securities laws. | | | Anti-Hedging Policy. | Our Stock Trading Guidelines prohibit our officers and directors from engaging in hedging transactions in relation to the Company’s stock or equity awards (including unvested equity awards) and from using the Company’s stock as collateral for any margin account or other form of credit arrangement. | | | Anti-Pledging Policy. | Our Stock Trading Guidelines prohibit our officers and directors from pledging any Company stock that they own. | | | Stockholder Engagement. | We seek annual stockholder feedback on our executive compensation program. | | | Independent Compensation Consultant. | Our Human Capital and Compensation Committee retains an independent compensation consultant for independent advice and market data. |

  56. Role of the Human Capital and Compensation Committee and Management

    | • | Reviews peer group information and compensation recommendations and provides feedback regarding the potential impact of proposed compensation decisions (other than regarding himself). |

  57. Role of Committee Advisors

    | • | the research, development, and review of our executive compensation peer group; |

  58. Role of Committee Advisors

    | • | the structure and terms of our Executive Bonus Plan and our equity awards; |

  59. Role of Committee Advisors

    | • | the determination of payouts under our performance-based equity awards; and |

  60. Role of Peer Companies

    Role of Peer Companies The Human Capital and Compensation Committee considers various factors and criteria when determining annual salary, target annual cash incentive levels and target annual long-term incentive award values for executives, including compensation practices at selected peer companies and industry survey data provided by our compensation consultant. The applicable group of peer companies is selected annually for use as the comparative pool by the Human Capital and Compensation Committee during the course of the fiscal year. The peer company information assists the Human Capital and Compensation Committee and the Company in identifying and understanding how our competitors and industry-comparable companies compensate their executives, and in determining how the Company’s compensation packages compare to industry and market-competitive amounts. In addition to aiding us with compensation related actions and decisions, this peer company evaluation is also informative in providing compensation information that supports potential recruitment and retention of executives by the Company. Because the peer companies do not universally report data for positions comparable to each of our NEOs, the Human Capital and Compensation Committee also reviewed market data from the Radford Global Technology survey. The Human Capital and Compensation Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted below). In selecting our fiscal year 2026 peer group companies, the Human Capital and Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics, and, like us, focus their business on analog and mixed-signal semiconductors and integrated circuits. Because of consolidation in the industry, there are fewer publicly-traded companies in the semiconductor industry based in the U.S. To increase the number of companies that could potentially be considered as peer companies, the Human Capital and Compensation Committee also considered publicly-traded companies based in the U.S. that are similar to us in terms of the other factors noted above, but are in an expanded industry profile that included manufacturers of equipment used to make semiconductors. Additionally, the Human Capital and Compensation Committee generally sought to limit the group of peer companies to those that have annual revenue between 50% and 200% of the Company’s annual revenue and market capitalization between 33% and 300% of the Company’s market capitalization at the time of the peer selection. In November 2024, the Human Capital and Compensation Committee selected the following companies as the peer group of companies for purposes of its fiscal year 2026 executive compensation determinations (collectively, the “Peer Group”):

  61. Role of Peer Companies

    | Allegro MicroSystems, Inc. | Digi International, Inc. | MaxLinear, Inc. | | Alpha and Omega Semiconductor Ltd. | Diodes Incorporated | Power Integrations, Inc. | | Calix, Inc. | Extreme Networks, Inc. | Silicon Laboratories Inc. | | Cirrus Logic, Inc. | Lattice Semiconductor Corporation | Smart Global Holdings, Inc. | | Cogent Communications Holdings, Inc. | Lumentum Holdings, Inc. | Synaptics, Incorporated | | Credo Technology Group Holding Ltd. | MACOM Technology Solutions Holdings, Inc. | Viavi Solutions, Inc. |

  62. Role of Peer Companies

    Compared with the fiscal year 2025 peer group and to more closely align the group with the criteria listed above, ADTRAN Holdings, Inc. was removed and, because it was acquired during fiscal year 2026, Infinera Corporation was also removed.

  63. Executive Bonus Plan

    Executive Bonus Plan Annual cash incentive awards are designed to motivate executive officers to achieve certain strategic, operational, and financial goals which can be evaluated on an annual basis. Annual cash incentive goal setting is done as part of the annual fiscal year business planning activity of the Company. Company financial and strategic goals are established each fiscal year by an interactive process between the Board and management. The end result of this annual business planning process is the Company’s fiscal year Annual Business Plan (“ABP”). As part of the process used by the Human Capital and Compensation Committee when reviewing the fiscal year ABP approved by the Board, it also examines the related goals established for individual business units and corporate functions that will be used to determine part of an NEO’s annual cash incentive opportunity. The Human Capital and Compensation Committee also reviews the fiscal year ABP in light of available business intelligence, market forecasts, and projections. The Human Capital and Compensation Committee’s philosophy in setting all compensation-related targets is that at the time they are set they are believed to be aggressive but achievable. Each executive has a target annual cash incentive potential that is set as a percentage of annual base salary. That target annual cash incentive is set by the Human Capital and Compensation Committee for each executive officer position after considering the factors noted above under “Core Components of Compensation and Compensation Levels” and the target annual cash incentive levels of comparable positions among our Peer Group. There is no specific weighting applied to any of these factors in setting the target annual cash incentive levels and the process ultimately relies on the subjective exercise of the Human Capital and Compensation Committee’s judgment. As noted above, the Human Capital and Compensation Committee sets what it believes to be aggressive annual business plan goals for the cash incentive plan. Consistent with this approach, annual cash incentives for our NEOs generally paid out at or below targeted levels for fiscal years 2023 and 2025, and there were no payouts for fiscal year 2024. As described below, the annual cash incentives for our NEOs paid out at approximately target levels for fiscal year 2026, which we believe reflects the Company’s strong performance for that year. Fiscal Year 2026 Executive Bonus Plan Our NEOs participated in the fiscal year 2026 annual cash incentive program (referred to herein as the “Executive Bonus Plan”). The Executive Bonus Plan provided each executive with an opportunity to earn an incentive based on the Company’s performance for the fiscal year in relation to certain pre-established annual financial goals. For fiscal year 2026, the target annual cash incentive potential (expressed as a percentage of base salary) for each of our NEOs was as follows:

  64. Executive Bonus Plan

    | Named Executive Officer | Target Annual Cash Incentive as Percentage of Base Salary | | Dr. Hou | 125% | | Mr. Lin | 80% | | Mr. Silberstein | 80% | | Mr. Green | 80% | | Mr. Wilson | 80% | | Mr. Rayabhari | 80% |

  65. Executive Bonus Plan

    For Dr. Hou and Mr. Lin these target incentives for fiscal year 2026 were increased over their fiscal year 2025 levels to better align with competitive target incentive levels for similar positions at the Peer Group companies. For each of the other NEOs, their target incentive for fiscal year 2026 was the same (expressed as a percentage of base salary) as their fiscal year 2025 target incentive (except for Mr. Green whose target incentive was established in connection with his joining the Company in February 2025). The Executive Bonus Plan consists of three components: a corporate performance component tied to the financial performance of the Company as a whole, a component tied to the financial performance of the participant’s business unit or function, and an individual performance component. Given the breadth of their responsibilities, the fiscal year 2026 annual incentive opportunity for Dr. Hou and Mr. Silberstein was weighted 75% corporate performance and 25% individual performance, and they did not participate in the business unit/function performance component. The fiscal year 2026 annual incentive for the other NEOs was weighted 50% corporate performance, 25% business unit/function performance, and 25% individual performance. For fiscal year 2026 the Human Capital and Compensation Committee determined that corporate financial performance for purposes of the Executive Bonus Plan would be based on 50% on net sales and 50% non-GAAP adjusted operating income. The Human Capital and Compensation Committee included non-GAAP adjusted operating income as a performance measure in the executive compensation program because it believes non-GAAP adjusted operating income is currently the best measure of the Company’s core operating performance, as it reflects the essential results of ongoing base business functions and results without the impact (positive or negative) of extraordinary and non-operational matters. The Human Capital and Compensation Committee further believes that non-GAAP adjusted operating income focuses performance on the parallel objectives of increasing revenue and controlling operating expenses. The Human Capital and Compensation Committee includes net sales as a performance measure in the executive compensation program to focus executives on revenue growth which is important over the long-term to grow stockholder value. The Human Capital and Compensation Committee also retains broad discretion to adjust (up or down, including withholding entirely) part or all of a proposed annual cash incentive payment and to provide that part or all of any annual cash incentive payment be made in the form of equity or equity-based awards. The target set for fiscal year 2026 non-GAAP adjusted operating income was $200 million, which was approximately 34% higher than our non-GAAP adjusted operating income achieved for fiscal year 2025 as taken into account in determining fiscal year 2025 bonuses for the NEOs. The Human Capital and Compensation Committee also established a scoring matrix to determine the percentage of the NEO’s annual target incentive that would be payable based on actual fiscal year 2026 non-GAAP adjusted operating income performance against the fiscal year 2026 target of $200 million as follows (with no pro-rated payout for performance between the levels indicated in the table):

  66. Executive Bonus Plan

    | Non-GAAP Adjusted Operating Income as a Percentage of the Target | Payout Percentage | | Below 50% of the target | 0% | | 50% of the target | 25% | | 60% of the target | 50% | | 70% of the target | 70% | | 80% of the target | 85% | | 90% of the target | 95% | | 100% of the target | 100% | | 110% of the target | 115% | | 120% of the target | 140% | | 130% of the target | 170% | | 150% of the target or above | 200% |

  67. Executive Bonus Plan

    For fiscal year 2026, the non-GAAP adjusted operating income achieved was $201.1 million, resulting in a 100% payout for this portion of the Executive Bonus Plan. The target set for fiscal year 2026 net sales was $1,028.9 million, which was approximately 13% higher than our net sales achieved for fiscal year 2025 as taken into account in determining fiscal year 2025 bonuses for the NEOs. The Human Capital and Compensation Committee also established a scoring matrix to determine the percentage of the NEO’s target annual incentive that would be payable based on actual fiscal year 2026 net sales performance against the fiscal year 2026 target of $1,028.9 million as follows (with no pro-rated payout for performance between the levels indicated in the table):

  68. Executive Bonus Plan

    | Net Sales as a Percentage of the Target | Payout Percentage | | Below 80% of the target | 0% | | 80% of the target | 25% | | 85% of the target | 60% | | 90% of the target | 85% | | 95% of the target | 95% | | 100% of the target | 100% | | 105% of the target | 110% | | 110% of the target | 130% | | 115% of the target | 150% | | 120% of the target | 175% | | 125% of the target or above | 200% |

  69. Executive Bonus Plan

    For fiscal year 2026, the net sales achieved was $1,050 million, resulting in a 100% payout for this portion of the Executive Bonus Plan. Accordingly, the payout percentage for the corporate financial performance component of the Executive Bonus Plan for fiscal year 2026 was 100%. As noted above, the corporate financial performance component was weighted 75% for Dr. Hou and Mr. Silberstein and 50% for the other NEOs. For Messrs. Lin, Green, Wilson and Rayabhari, 25% of their fiscal year 2026 bonus opportunity was allocated to the performance of their particular business unit/function. Messrs. Lin, Green and Wilson were each awarded 100% of their target incentive allocated to this component based on the performance of the finance, commercial team and quality functions, respectively. Messrs. Lin, Green and Wilson’s functional performance was based 12.5% on managing the operating expense of their function against the ABP target and 12.5% on the attainment of strategic functional goals. Mr. Lin’s strategic functional goals focused on strengthening our balance sheet. Mr. Green’s strategic goals focused on demand generation, multiple transformation initiatives to optimize our go-to-market efficiency and performance, and increasing customer intimacy – including creating an executive sponsor program for our top accounts. Mr. Wilson’s strategic goals focused on the proliferation of AI, compliance enhancements and risk reduction. Mr. Rayabhari was awarded 123% of the target incentive allocated to this component based on the revenue and contribution margin of the analog, mixed signal, and wireless products business unit during the year against the ABP target. The Human Capital and Compensation Committee also evaluated the performance of each NEO during fiscal year 2026 and determined that, for purposes of the 25% allocated to the individual performance component, each NEO would be awarded 100% based on the Company’s overall performance in fiscal year 2026 (as outlined above), the teamwork demonstrated by the NEOs in achieving those goals, and the other individual factors noted below. The committee’s assessment of individual performance included the NEOs’ contributions during fiscal year 2026 to the Company’s results, strategic vision and portfolio optimization, implementation of AI to improve efficiency and productivity, improving customer intimacy and demand generation, strengthening our balance sheet, stockholder value creation, and executive leadership. The following chart shows the actual short term incentives payable to our NEOs under the Executive Bonus Plan for fiscal year 2026:

  70. Executive Bonus Plan

    | Named Executive Officer | Annual Base Salary at Fiscal Year End | Target Annual Cash Incentive as a Percent of Base Salary | Executive Bonus Plan Payout Percentage | Actual Short-Term Incentive For Fiscal Year 2026 | | Dr. Hou | $700,050 | 125% | 100% | $875,063 | | Mr. Lin | $462,000 | 80% | 100% | $369,600 | | Mr. Silberstein | $500,500 | 80% | 100% | $400,400 | | Mr. Green | $450,000 | 80% | 100% | $360,000 | | Mr. Wilson | $405,000 | 80% | 100% | $324,000 | | Mr. Rayabhari | $420,000 | 80% | 106% | $354,900 |

  71. Executive Bonus Plan

    In approving these awards, the Human Capital and Compensation Committee also determined that each NEO’s annual incentive would be awarded 80% in cash and 20% in the form of fully vested shares of our common stock in order to further align the NEOs’ interests with those of our stockholders. The number of shares awarded was determined by dividing the dollar amount of the portion of the annual incentive to be paid in shares (20% of the total amount shown in the “Actual Short-Term Incentive for Fiscal Year 2026” column above) by the volume-weighted average of the closing prices for a share of our common stock (in regular trading) on The Nasdaq Stock Market over a period of 30 consecutive trading days ending on April 2, 2026, and the shares were issued promptly following that date.

  72. Equity Incentive Awards

    Equity Incentive Awards The Human Capital and Compensation Committee believes that equity incentive awards serve to align the interests of executives with those of the Company’s stockholders, complement annual cash incentives by motivating executives to create and sustain value in the Company, and encourage our executives to avoid taking excessive risks that might have a significant short term or prolonged negative impact on our stock price. In granting equity awards, the Human Capital and Compensation Committee considers the factors noted above under “Core Components of Compensation and Compensation Levels” and the value of such awards in comparison to awards to comparable executives within our Peer Group. There is no specific weighting applied to any of these factors and the process ultimately relies on the Human Capital and Compensation Committee’s judgment. Our equity incentive awards are subject to multi-year vesting. The equity awards granted to our Named Executive Officers generally vest over three years. This multi-year element serves as a significant “holding period” in terms of requiring the executive to retain the underlying equity interest until some future date following the grant date of the award. The Human Capital and Compensation Committee believes that the inclusion of this vesting period component further aligns the long-term interests of the executive with the long-term interests of the Company’s stockholders and functions as a retention incentive for the executive. We generally grant equity awards to our executives in the form of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of our common stock. The Human Capital and Compensation Committee believes that grants of restricted stock units are particularly useful to motivate executives to avoid undue risk and to align their interests with those of our stockholders, since our grants of restricted stock unit awards have intrinsic economic value which correlates directly to our stock price. Thus, the value of a restricted stock unit award can go up or down depending on the changes to our stock price over time. While restricted stock unit awards will always have some intrinsic value as long as our stock remains marketable, we believe our executives are motivated to seek to increase the intrinsic value through Company performance that is reflected in favorable and sustainable increases in our stock price. We also believe that actions or business decisions carrying risks that might reduce our stock price are discouraged by the correlation between the intrinsic value of these awards and the growth of our stock price. The equity award vehicles used in fiscal year 2026 for the Named Executive Officers were:

  73. Equity Incentive Awards

    | • | time-based restricted stock unit awards that generally vest over three years (“Time-Based Units”); and |

  74. Equity Incentive Awards

    | • | restricted stock units that vest based on our net sales and non-GAAP adjusted operating income over fiscal years 2026, 2027 and 2028, as well as a modifier based on our relative TSR over a three-year performance period (“Performance-Based Units,” also referred to in this proxy statement as (“Financial Metric/TSR hybrid PSUs”). |

  75. Equity Incentive Awards

    As noted above, the Human Capital and Compensation Committee believed that this mix of awards was consistent with our performance-based philosophy as a substantial portion of each NEO’s total annual equity awards was performance-based. In March 2025, the Human Capital and Compensation Committee approved grants of Time-Based Units and Performance-Based Units to each of our NEOs (with the grant date value of the awards approximately balanced between the two types of awards). The number of shares covered by the awards granted to our NEOs, and the target grant value of each award as determined by the Human Capital and Compensation Committee is set forth in the table below (with PSUs shown at the target number of units).

  76. Equity Incentive Awards

    | Executive | Time-Based Units | Performance-Based Units (Target) | Time- Based Units (Target Grant Value)(1) | Performance-Based Units (Target Grant Value)(1) | | Dr. Hou | 97,550 | 97,550 | $4,500,000 | $4,500,000 | | Mr. Lin | 28,181 | 28,181 | $1,300,000 | $1,300,000 | | Mr. Silberstein | 29,265 | 29,265 | $1,350,000 | $1,350,000 | | Mr. Green(2) | 30,129 | 43,355 | $2,000,000 | $2,000,000 | | Mr. Wilson | 16,800 | 16,800 | $775,000 | $775,000 | | Mr. Rayabhari | 21,677 | 21,677 | $1,000,000 | $1,000,000 |

  77. Equity Incentive Awards

    | (1) The Human Capital and Compensation Committee provided that the number of units (or target number of units) subject to each award would be determined by dividing the applicable target grant value approved by the Human Capital and Compensation Committee by the volume-weighted average of the closing prices for a share of our common stock (in regular trading) on The Nasdaq Stock Market over a period of 30 consecutive trading days preceding the grant date. Accordingly, the target grant values presented in this table will generally differ from the grant date fair values (as determined for accounting purposes) of these awards presented in the executive compensation tables below. The grant date fair value of each award as determined for accounting purposes is disclosed in the Grants of Plan-Based Awards – Fiscal Year 2026 table below. |

  78. Equity Incentive Awards

    | (2) Mr. Green’s award of Time-Based Units was granted upon his commencing employment with the Company on February 3, 2025. Accordingly, the 30 trading-day average stock price used to convert the dollar amount of his Time-Based Units to RSUs is different from the price used for the other awards shown in the table. |

  79. Equity Incentive Awards

    The value of Dr. Hou’s equity awards for fiscal year 2026 was increased over his fiscal year 2025 level to better align with competitive target incentive levels for similar positions at the Peer Group companies. For each of the other NEOs, their equity award values for fiscal year 2026 were similar to their fiscal year 2025 awards (except for Mr. Green whose award values were established on his joining the Company in February 2025). Time-Based Restricted Stock Unit Awards Time-Based Units granted to our NEOs in fiscal year 2026 generally vest over three years from the date of grant, with one-third of the award vesting approximately one year after the grant date and the balance vesting in eight quarterly installments over the two-year period thereafter. Performance-Based Restricted Stock Units The Performance-Based Units granted to the NEOs in fiscal year 2026 are Financial Metric/TSR hybrid PSUs eligible to vest based on the Company’s net sales and non-GAAP adjusted operating income for each of fiscal years 2026, 2027 and 2028 (as well as the executive’s continued employment with the Company), with one-third of the target number of PSUs for the award allocated to fiscal year 2026, two-thirds of the target number of PSUs for the award allocated to fiscal year 2027, and 100% of the target number of PSUs for the award allocated to fiscal year 2028 (and with the number of PSUs that would vest for fiscal years 2027 and 2028 to be reduced by any PSUs that vested for a prior fiscal year). The percentage of the target number of PSUs that vest for each performance period is determined 50% based on the Company’s net sales for that period and 50% based on the Company’s non-GAAP adjusted operating income for that period. In no event will an award vest more than 200% of the target number of PSUs subject to the award (with interim limits such that no more than one-third of the total target number of PSUs subject to award may vest for fiscal year 2026 and no more than two-thirds of the total target number of PSUs subject to the award may vest for fiscal years 2026 and 2027 in the aggregate). In addition, the Human Capital and Compensation Committee determined that the vesting percentage for the portion of the award allocated to fiscal year 2028 would be subject to a “TSR Multiplier” based on the Company’s total stockholder return (“TSR”) for the three-year period covered by the award (consisting of fiscal years 2026, 2027 and 2028) relative to the TSRs for the companies that are in the Russell 3000 Index on the first day of that period and remain publicly traded companies through the last day of the performance period (except that, if a company in the index on the first day of the performance period ceases to be a public company due to its bankruptcy or insolvency during the performance period the company will be included at the lowest TSR level) (the “Relative TSR Ranking”). For these purposes, TSR is calculated based on the average closing prices over the 30-trading-day period at the beginning of the performance period and the 30-trading day period ending with the last trading day of the performance period, and assuming that dividends paid during the performance period are reinvested as of the payment date. The TSR Multiplier is determined based on the Relative TSR Ranking for the three-year performance period and is applied to the target number of shares allocated to the fiscal year 2028 period. If the Company’s Relative TSR Ranking for the three-year period is at the 25th percentile or lower, the TSR Multiplier would be 75%, and if the Company’s Relative TSR Ranking for the three-year period is at the 75th percentile or higher, the TSR Multiplier would be 125%. If the Company’s Relative TSR Ranking for the three-year period is between the 25th percentile and the 75th percentile, the TSR Multiplier would be determined by linear interpolation for performance between 75% and 125%. However, in no event will an award vest more than 200% of the target number of PSUs subject to the award. When it approved these grants in March 2025, the Human Capital and Compensation Committee provided that the vesting percentage for the Financial Metric/TSR hybrid PSUs allocated to the fiscal year 2026 performance period would be determined in accordance with the following table (with the percentage determined by linear interpolation for performance between the levels indicated in the table):

  80. Equity Incentive Awards

    | Net Sales for the FY26 Performance Period (in millions) (50%) | Non-GAAP Adjusted Operating Income for the FY26 Performance Period (in millions) (50%) | Vesting Percentage | | Less than $823.12 | Less than $160.0 | 0% | | $823.12 | $160.0 | 60% | | $1,028.9 | $200.0 | 100% | | $1,543.35 or more | $300.0 or more | 160% |

  81. Equity Incentive Awards

    For purposes of these awards, the Company’s net sales for fiscal year 2026 was $1,050.0 million and the Company’s Non-GAAP adjusted operating income for fiscal year 2026 was $201.1 million. Accordingly, in March 2026 the Human Capital and Compensation Committee determined that each of the NEOs’ awards of Financial Metric/TSR hybrid PSUs granted in fiscal year 2026 vested as to 100.0% of the total target number of PSUs subject to the award that were allocated to the fiscal year 2026 performance period (applying the cap described above on the number of PSUs that may vest for the first fiscal year of the award). Vesting of Fiscal Year 2025 Performance-Based Awards In fiscal year 2025, we granted Financial Metric/TSR hybrid PSUs to each of our NEOs (other than Mr. Green as he was not employed with the Company at the time) with a structure similar to the Financial Metric/TSR hybrid PSUs we granted to the NEOs in fiscal year 2026 as described above (with vesting being based on the Company’s net sales and non-GAAP adjusted operating income for each of fiscal years 2025, 2026 and 2027 and including the TSR Multiplier to be applied to the portion of the award allocated to fiscal year 2027 performance). When it approved these grants in June 2024, the Human Capital and Compensation Committee provided that the vesting percentage for the Financial Metric/TSR hybrid PSUs allocated to the fiscal year 2026 performance period would be determined in accordance with the following table (with the percentage determined by linear interpolation for performance between the levels indicated in the table):

  82. Equity Incentive Awards

    | Net Sales for the FY26 Performance Period (in millions) (50%) | Non-GAAP Adjusted Operating Income for the FY26 Performance Period (in millions) (50%) | Vesting Percentage | | Less than $810.9 | Less than $124.7 | 0% | | $810.9 | $124.7 | 60% | | $954.0 | $166.3 | 100% | | $1,097.0 or more | $207.9 or more | 160% |

  83. Equity Incentive Awards

    For purposes of these awards, the Company’s net sales for fiscal year 2026 was $1,050.0 million and the Company’s Non-GAAP adjusted operating income for fiscal year 2026 was $201.1 million. Accordingly, in March 2026 the Human Capital and Compensation Committee determined that each of the NEOs’ awards of Financial Metric/TSR hybrid PSUs granted in fiscal year 2025 vested as to 105.43% of the total target number of PSUs subject to the award that were allocated to the fiscal year 2026 performance period (applying the cap described above on the number of PSUs that may vest for the first two fiscal years of the award). Vesting of Fiscal Year 2024 Performance-Based Awards Fiscal 2024 Financial Metric PSUs. In fiscal year 2024, we granted PSUs to each of our NEOs (other than Dr. Hou and Mr. Green as they were not employed with the Company at the time) that are eligible to vest based on the Company’s net sales and non-GAAP adjusted operating income for each of fiscal years 2024, 2025 and 2026 (“Financial Metric PSUs”). One-third of the target number of units is allocated to each of the three fiscal years covered by the award, with one-half of the target units for each fiscal year being allocated to each of the two performance metrics. Between 0% and 200% of the target number of units allocated to each metric for each fiscal year is eligible to vest based on our performance during that fiscal year. However, for the fiscal year 2025 and 2026 performance periods, the vesting percentage for a particular metric (net sales or non-GAAP adjusted operating income) will be 0% for that metric for that fiscal year if the Company’s actual performance level for that metric in that fiscal year does not exceed the Company’s actual performance level for that metric in the immediately preceding fiscal year. The Financial Metric PSUs granted in fiscal year 2024 and allocated to the fiscal year 2026 performance period for each metric were eligible to vest as follows (other than in the case of the award for Mr. Lin, discussed below):

  84. Equity Incentive Awards

    | If the Company’s Actual Net Sales or Non-GAAP Adjusted Operating Income Performance for Fiscal Year 2026 (as a Percentage of the Applicable Target Stated Below for that Performance Period) is: | The Vesting Percentage for the Portion of the Award Corresponding to that Financial Metric is: | | Below 80% of the target | 0% | | 80% of the target | 60% | | 85% of the target | 70% | | 90% of the target | 80% | | 95% of the target | 90% | | 100% of the target | 100% | | 105% of the target | 105% | | 110% of the target | 110% | | 115% of the target | 115% | | 120% of the target | 125% | | 125% of the target | 130% | | 130% of the target | 135% | | 135% of the target | 140% | | 140% of the target | 145% | | 145% of the target | 150% | | 150% of the target | 155% | | Above 150% of the target | 200% |

  85. Equity Incentive Awards

    For purposes of these Financial Metric PSUs awarded to the NEOs (other than Mr. Lin), the target level of net sales for fiscal year 2026 was $1,852.0 million and the target level of non-GAAP adjusted operating income was $482.6 million. In the employment agreement negotiations with Mr. Lin during fiscal year 2024, the Human Capital and Compensation Committee agreed that it would reconsider the financial metric levels used in granting their Financial Metric PSUs as Mr. Lin had not been employed with the Company for the first portion of the fiscal year (when the Financial Metric PSUs were awarded to the other NEOs) and the Human Capital and Compensation Committee wanted to set goals for the award for Mr. Lin that would be more reflective of expectations once Mr. Lin had joined the Company. The Financial Metric PSUs awarded to Mr. Lin in fiscal year 2024 that are allocated to the fiscal year 2026 performance period are eligible to vest as follows:

  86. Equity Incentive Awards

    | If the Company’s Actual Net Sales for Fiscal Year 2026 (in millions) is: | If the Company’s Actual Non-GAAP Adjusted Operating Income for Fiscal Year 2026 (in millions) is: | The Vesting Percentage for the Portion of the Award Corresponding to that Financial Metric is: | | Less than $900.0 | Less than $143.2 | 0% | | $900.0 | $143.2 | 60% | | $1,000.0 | $179.0 | 100% | | Equal to or Greater than $1,250.0 | Equal to or Greater than $268.5 | 200% |

  87. Equity Incentive Awards

    If actual performance falls between two levels in the applicable table above, the vesting percentage for that metric will be determined using straight line interpolation between those levels. In March 2026, the Human Capital and Compensation Committee determined that the Company’s net sales for fiscal year 2026 was $1,050.0 million, and the Company non-GAAP adjusted operating income for fiscal year 2026 was $201.1 million. Accordingly, based on the charts above, the fiscal year 2026 vesting percentage for each of the Financial Metric PSUs granted to the NEOs in fiscal year 2024 (other than Mr. Lin) was 0%, and the fiscal year 2026 vesting percentage for the Financial Metric PSUs granted to Mr. Lin in fiscal year 2024 was 122.31%. Relative TSR PSUs. In fiscal year 2024, we granted restricted stock units to our NEOs that vest based on our TSR percentile rank against a comparison group of companies over 1-, 2- and 3-year performance periods (“Relative TSR PSUs”). A target number of the Relative TSR PSUs is covered by each award, with one-third of the target number of units allocated to each of the three performance periods covered by the award (for example, the first period for the fiscal year 2024 award consists of our 2024 fiscal year, the second period consists of our 2024 and 2025 fiscal years, and the third period consists of our 2024, 2025 and 2026 fiscal years). Between 0% and 200% of the target number of units allocated to each of those periods is eligible to vest based on our relative TSR performance through the end of that period determined as follows:

  88. Equity Incentive Awards

    | TSR Percentile Rank | Award Multiplier | | 75th or greater | 200% | | 50th | 100% | | 25th | 50% | | Less than 25th | 0% |

  89. Equity Incentive Awards

    The TSR Percentile Rank for a performance period is the percentile ranking of our TSR for that performance period as compared to the TSRs achieved by the companies comprising the Comparison Group for that performance period. The “Comparison Group” means each of the companies included in the Russell 3000 Index as of the first day of the performance period that remains a publicly traded company through the last day of the performance period, with any company included in the applicable index as of the first day of the performance period that does not remain a publicly traded company through the last day of the performance period as a result of such company’s bankruptcy, insolvency or liquidation included but its TSR for that performance period is deemed to be -100%. For these purposes, TSR for both the Company and the Comparison Group companies is calculated based on the average closing prices over the 30-trading-day period preceding the performance period and the 30-trading day period ending with the last day of the performance period and assuming in each case that all dividends issued over the performance period are reinvested as of the payment date. The Award Multiplier for a performance period determined based on the TSR Percentile Rank for that performance period is applied to the target number of shares allocated to the applicable performance period. If the TSR Percentile Rank falls between two levels in the table above, the Award Multiplier will be determined using straight line interpolation between those levels. In addition, if the Company’s TSR for a particular performance period is negative, the Award Multiplier for that performance period is capped at 100%. The third performance period for the fiscal year 2024 Relative TSR PSUs consisted of our 2024, 2025 and 2026 fiscal years. In March 2026, the Human Capital and Compensation Committee determined that the vesting percentage for this portion of the fiscal year 2024 awards was 200% as illustrated in the table below.

  90. Equity Incentive Awards

    | Year of Grant | Measurement Period | % of Target Award Tied to Period | Semtech TSR | TSR Percentile Rank | Award Multiplier (% of Target Units Vesting) | | Fiscal Year 2024 | 3 Years Ending FY25 | 33-1/3% | 152.59% | 89th | 200% |

  91. Fiscal Year 2027 Annual Equity Incentive Awards

    Fiscal Year 2027 Annual Equity Incentive Awards Our annual equity incentive awards granted to our executive officers in fiscal year 2027 again consist of a mix of Time-Based Units and Performance-Based Units, each weighted approximately 50% of the total annual equity incentive award opportunity. Performance-Based Units awarded in fiscal year 2027 now include three distinct performance metrics (which may produce a vesting level between 0% and 200% of the “target” number of shares subject to the award): (1) our relative TSR performance over one, two and three year measurement periods for fiscal years 2027, 2028 and 2029 (weighted 50% of the total PSU award); and (2) our year-over-year net sales growth and our year-over-year non-GAAP adjusted operating income growth (each weighted 25%) measured for fiscal years 2027, 2028 and 2029 (in each case, individual fiscal years weighted equally). Our relative TSR for a performance measurement period must reach the 52nd percentile of the comparison group in order for the “target” portion of the award corresponding to that metric and measurement period to be eligible to vest. Additionally, vesting for that portion of the award will be capped at the “target” level if our absolute TSR for that measurement period is negative. In addition, any portion of the PSUs corresponding to a particular performance measurement period that is not eligible to vest based on actual performance for that measurement period is forfeit and cannot be earned back in a later measurement period.

  92. Employment Agreements and Change in Control Benefits

    Employment Agreements and Change in Control Benefits The Human Capital and Compensation Committee believes that providing employment agreements and/or severance protections to our executive officers is appropriate in certain cases to induce a new executive to join the Company or to help to ensure the day-to-day stability and focus of our management team. The Human Capital and Compensation Committee evaluates the level of severance benefits, if any, to be provided to other NEOs on a case-by-case basis taking into account severance benefit levels provided to executives holding similar positions at the Peer Group companies. Severance benefits for a termination of an executive’s employment by the Company without cause, or by the executive for good reason, in connection with a change in control of the Company are provided for under the Semtech Corporation Executive Change in Control Retention Plan (the “CIC Plan”). For a description of the CIC Plan, see the “Potential Payments on Termination or Change in Control” section below.

  93. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

  94. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Hong Q. Hou(4)(5) President and Chief Executive Officer | 2026 | 692,350 | — | 6,582,343 | — | 875,063 | 27,494 | 8,177,250 | | | 2025 | 405,000 | 350,000 | 5,256,971 | — | 370,500 | 377,083 | 6,759,554 | | Mark Lin Executive Vice President and Chief Financial Officer | 2026 | 455,539 | — | 1,901,554 | — | 369,600 | 67,896 | 2,794,589 | | | 2025 | 420,000 | — | 2,937,733 | — | 179,556 | 10,056 | 3,547,345 | | | 2024 | 129,231 | 200,000 | 1,940,754 | — | — | — | 2,269,985 | | Asaf Silberstein Executive Vice President and Chief Operating Officer | 2026 | 493,500 | — | 1,974,705 | — | 400,400 | 71,327 | 2,939,932 | | | 2025 | 413,000 | — | 2,862,280 | — | 208,160 | 9,925 | 3,493,366 | | | 2024 | 450,635 | — | 2,269,521 | — | — | 33,332 | 2,753,488 | | Jason Green(4)(6) Executive Vice President and Chief Commercial Officer | 2026 | 432,692 | 100,000 | 3,435,764 | — | 360,000 | 56,666 | 4,385,122 | | J. Michael Wilson Chief Quality Officer and Chief Technology Officer | 2026 | 400,385 | — | 1,133,608 | — | 324,000 | 57,856 | 1,915,849 | | | 2025 | 87,539 | — | 1,994,486 | — | 169,617 | 4,460 | 2,256,102 | | | 2024 | 362,462 | — | 1,890,314 | — | — | 27,635 | 2,280,411 | | Madhusudhan Rayabhari(4) Senior Vice President and General Manager, Analog Mixed Signal and Wireless | 2026 | 416,923 | — | 1,462,686 | — | 354,900 | 20,397 | 2,254,906 | | | 2025 | 396,154 | — | 2,688,140 | — | 187,736 | 3,700 | 3,275,732 |

  95. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | (1) The amounts and values noted do not necessarily correspond to any actual value that will be realized by a recipient. The stock award and option award amounts reflected in the table, and the grant-date values noted below, are computed in accordance with FASB ASC Topic 718 for the stock and option awards granted to the NEOs in the corresponding fiscal year based on the assumptions set forth in Note 10 to the financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2026 and on the assumptions in similar footnotes to the financial statements included in the Company’s Annual Reports on Form 10-K filed in prior years. |

  96. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    For the Financial Metric PSUs granted during fiscal years 2025 and 2026, with a TSR Multiplier (“Financial Metric/TSR hybrid PSUs”), the grant-date values of the first and second tranches of the awards reported in the Summary Compensation Table above were calculated based on the probable outcome (determined as of the grant date of the awards, as the grant date of the awards is determined for accounting purposes) of the performance-based conditions applicable to the awards. For these purposes, as of the grant date of the awards (as determined for accounting purposes) we determined that the “target” level of performance was the probable outcome of the applicable performance-based conditions. Accordingly, the grant-date values of the first and second tranches of the Financial Metric/TSR hybrid PSUs are based on the “target” number of shares subject to the awards. The grant-date values of the third tranche of the awards reported in the Summary Compensation Table above were calculated using a Monte Carlo simulation pricing model (which probability weights multiple potential outcomes) as of the grant date of the awards, with no adjustment for the Company financial performance vesting condition applicable to the third tranche of the awards as we also considered the “target” level of performance for this vesting condition to be the probable outcome. If we achieve the highest level of performance under the Financial Metric/TSR hybrid PSUs granted in fiscal years 2025 and 2026, the Performance-Based Units would vest and be paid at 200% of the target level. The following tables present, as to each of the Financial Metric/TSR hybrid PSUs granted to our NEOs in fiscal years 2025 and 2026: (a) the grant date fair value of the award computed in accordance with FASB ASC Topic 718 as described above (the value for these awards included in the stock award column of the table above as compensation for the NEOs in that year) and (b) the “Maximum Value” of the award as of the grant date calculated by multiplying the number of shares subject to the award that would vest if the highest level of performance was achieved by the closing price of a share of common stock of the Company on the date of grant of the award.

  97. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | Fiscal Year 2026 Financial Metric/TSR Hybrid Performance-Based Restricted Stock Units | | | | Name | Aggregate Grant Date Fair Value (Based on “target” performance and Monte Carlo Simulation) ($) | Maximum Value ($) | | Dr. Hou | 3,428,552 | 6,307,583 | | Mr. Lin | 990,463 | 1,822,183 | | Mr. Silberstein | 1,028,567 | 1,892,275 | | Mr. Green | 1,523,778 | 2,803,334 | | Mr. Wilson | 590,464 | 1,086,288 | | Mr. Rayabhari | 761,869 | 1,401,635 |

  98. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | Fiscal Year 2025 Financial Metric/TSR Hybrid Performance-Based Restricted Stock Units | | | | Name | Aggregate Grant Date Fair Value (Based on “target” performance and Monte Carlo Simulation) ($) | Maximum Value ($) | | Dr. Hou | 2,845,171 | 4,823,662 | | Mr. Lin | 1,743,612 | 2,922,069 | | Mr. Silberstein | 1,698,838 | 2,847,010 | | Mr. Wilson | 1,183,785 | 1,983,831 | | Mr. Rayabhari | 1,542,064 | 2,584,304 |

  99. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    For the Relative TSR PSUs granted during fiscal year 2024, the grant-date values of the awards reported in the Summary Compensation Table above were calculated using a Monte Carlo simulation pricing model (which probability weights multiple potential outcomes) as of the grant date of the awards. If we achieve the highest level of performance under the Relative TSR PSUs granted in each of those fiscal years, the Performance-Based Units would vest and be paid at 200% of the target level. The following tables present, as to each of the Relative TSR PSUs granted to our NEOs in fiscal year 2024: (a) the grant date fair value of the award calculated using the Monte Carlo simulation pricing model (the value for these awards included in the stock award column of the table above as compensation for the NEOs in that year) and (b) the “Maximum Value” of the award as of the grant date calculated by multiplying the number of shares subject to the award that would vest if the highest level of performance was achieved by the closing price of a share of common stock of the Company on the date of grant of the award.

  100. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | Fiscal Year 2024 Relative TSR Performance-Based Restricted Stock Units | | | | Name | Aggregate Grant Date Fair Value (Based on Monte Carlo Simulation) ($) | Maximum Value ($) | | Mr. Lin | 592,655 | 957,224 | | Mr. Silberstein | 668,388 | 899,956 | | Mr. Wilson | 467,889 | 629,999 | | Mr. Rayabhari | 467,889 | 629,999 |

  101. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    The first, second and third tranches of the Relative TSR PSUs granted in fiscal year 2024 (each consisting of one-third of the target number of units subject to the award and relating to performance during fiscal year 2024, the two-year period of fiscal years 2024 and 2025, and the three-year period of fiscal years 2024, 2025 and 2026) were determined to vest at a rate of 0%, 200%, and 200%, respectively. The significant assumptions used in the Monte Carlo simulation pricing models referenced above for the awards granted on March 7, 2023, October 2, 2023, June 4, 2024, June 11, 2024, and March 6, 2025 were as follows: (a) expected volatility of 46.10%, 49.45%, 55.54%, 57.07%, and 67.46%, respectively, (b) a risk-free interest rate of 4.64%, 4.98%, 4.57%, 4.60%, and 3.94%, respectively, and (c) in each case, an expected dividend yield of 0%. For the Financial Metric PSUs granted during fiscal year 2024, the grant-date values of the awards reported in the Summary Compensation Table above were calculated based on the probable outcome (determined as of the grant date of the awards, as the grant date of the awards is determined for accounting purposes) of the performance-based conditions applicable to the awards. For these purposes, as of the grant date of the awards (as determined for accounting purposes) we determined that the “target” level of performance was the probable outcome of the applicable performance-based conditions. Accordingly, the grant-date values of the Financial Metric PSUs are based on the “target” number of shares subject to the awards. The following table presents, as to each of the Financial Metric PSUs granted to our NEOs in fiscal year 2024: (a) the grant date fair value of the award computed in accordance with FASB ASC Topic 718 and based on the “target” number of shares subject to the award (the value included in the stock award column of the table above as compensation for the NEOs in that year) and (b) the “Maximum Value” of the award as of the grant date calculated by multiplying the number of shares subject to the award that would vest if the highest level of performance was achieved by the closing price of a share of common stock of the Company on the date of grant of the award.

  102. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | Fiscal Year 2024 Financial Metric Performance-Based Restricted Stock Units | | | | Name | Aggregate Grant Date Fair Value (Based on “target” Performance) ($) | Maximum Value ($) | | Mr. Lin | $390,901 | $781,802 | | Mr. Silberstein | $449,978 | $899,956 | | Mr. Wilson | $315,000 | $630,000 | | Mr. Rayabhari | $315,000 | $630,000 |

  103. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | (2) The amounts shown in this column for each fiscal year represent amounts earned under our annual bonus plan for performance in the applicable fiscal year. Actual payment is made in the following fiscal year. As described in the Compensation Discussion and Analysis above, the Human Capital and Compensation Committee determined that 20% of each NEO’s annual incentive for fiscal year 2026 (as reported in this column) would be awarded in the form of fully vested shares of our common stock. |

  104. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | (3) Amounts presented in the “All Other Compensation” column for fiscal year 2026 include Company contributions to our 401(k) plan and our Deferred Compensation Plan, and the Company’s cost to provide executive healthcare coverage, for our NEOs as indicated in the table below. |

  105. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | Name | 401(k) Plan ($) | Deferred Compensation Plan ($) | Executive Healthcare ($) | | Dr. Hou | 10,442 | — | 17,052 | | Mr. Lin | 10,296 | 42,000 | 15,600 | | Mr. Silberstein | 8,775 | 45,500 | 17,052 | | Mr. Green | 11,643 | 29,423 | 15,600 | | Mr. Wilson | 10,253 | 36,923 | 10,680 | | Mr. Rayabhari | 9,717 | — | 10,680 |

  106. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | (4) Compensation is shown for Messrs. Hou and Rayabhari only for fiscal years 2025 and 2026 as they were not named executive officers for fiscal year 2024. Mr. Rayabhari’s position was reclassified during fiscal year 2026 so that he was not serving as an executive officer as of the end of the fiscal year. Compensation is shown for Mr. Green only for fiscal year 2026 as he was not a named executive officer for fiscal years 2025 and 2024. |

  107. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | (5) Dr. Hou’s fiscal year 2025 “Bonus” reflects the signing bonus provided for in his employment agreement. Mr. Green’s fiscal year 2026 “Bonus” reflects the signing bonus provided for in his employment agreement. |

  108. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2024-2026

    | (6) Mr. Green’s employment with the Company commenced February 3, 2025. |

  109. Employment Agreements

    Employment Agreements We entered into employment agreements with Dr. Hou and Mr. Lin as described below, in each case in connection with their commencing employment with the Company. Each of these agreements also provides certain severance benefits, which are described below under “Potential Payments on Termination or Change in Control.” Employment Agreement with Hong Q. Hou On June 6, 2024, the Company and Dr. Hou entered into an employment agreement that provides for Dr. Hou’s employment with the Company, as its President and CEO, beginning on June 6, 2024. The terms of Dr. Hou’s employment agreement were negotiated with Dr. Hou and include the following compensation and benefits for Dr. Hou while he serves the Company in that position:

  110. Employment Agreements

    | • | Dr. Hou is entitled to an annual base salary of $650,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time. |

  111. Employment Agreements

    | • | Dr. Hou is entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Dr. Hou’s annual target and maximum bonus opportunities are 100% and 200%, respectively, of his base salary for the corresponding fiscal year. |

  112. Employment Agreements

    | • | Dr. Hou is eligible for equity awards in the discretion of the Board (or a committee thereof). |

  113. Employment Agreements

    | • | Dr. Hou is also be entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers employed in the United States. |

  114. Employment Agreements

    Dr. Hou’s employment agreement has an initial five-year term commencing on June 6, 2024, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination of employment by either the Company or Dr. Hou. Employment Agreement with Mark Lin On September 5, 2023, the Company and Mr. Lin entered into an employment agreement that provides for Mr. Lin’s employment with the Company, as its Executive Vice President and CFO, effective as of October 2, 2023. The terms of Mr. Lin’s employment agreement were negotiated with Mr. Lin and include the following compensation and benefits while he serves the Company in that position:

  115. Employment Agreements

    | • | Mr. Lin is entitled to an annual base salary of $420,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time. |

  116. Employment Agreements

    | • | Mr. Lin is entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Mr. Lin’s annual target and maximum bonus opportunities were 75% and 150%, respectively, of his base salary for the corresponding fiscal year. |

  117. Employment Agreements

    | • | Mr. Lin is eligible for equity awards in the discretion of the Board (or a committee thereof). |

  118. Employment Agreements

    | • | Mr. Lin is also entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers employed in the United States. |

  119. Employment Agreements

    The term of Mr. Lin’s employment agreement is for an initial term commencing on his October 2, 2023 start date and ending on October 2, 2028, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company or Mr. Lin. Offer Letter with Jason Green On January 28, 2025, the Company and Mr. Green entered into an offer letter that provides for Mr. Green’s employment with the Company, as its Executive Vice President and Chief Commercial Officer, effective February 3, 2025. The letter does not have a specified term and provides for Mr. Green to receive an annual base salary of $450,000 and an annual target bonus opportunity of 80% of his base salary. In connection with his joining the Company, Mr. Green received a signing bonus of $100,000 (half paid when Mr. Green joined the Company and the other half to be paid after Mr. Green has been employed with the Company for six months), provided that if his employment with the Company terminates for any reason within the first 18 months after his start date, he will be required to repay the full amount of the bonus received to-date to the Company. The letter also provides that Mr. Green will be granted new-hire awards of RSUs and PRSUs that, in the aggregate, have a grant date fair value equal to $4,000,000, with the number of RSUs awarded to equal $2,000,000 divided by the volume-weighted average of the closing prices for a share of the Company’s common stock (in regular trading) on The Nasdaq Stock Market (the “VWAP Price”) over the thirty consecutive trading days ending with the last trading day before the grant date of the RSUs, and the target number of PSUs awarded to equal $2,000,000 divided by the VWAP Price over the thirty consecutive trading days ending with the last trading day before the grant date of the PSUs. One-third of the RSUs will vest on March 10, 2026, and the remaining two-thirds of the RSUs will vest in eight quarterly installments thereafter. The PSUs are subject to the same vesting requirements as apply to the PSUs granted to the other NEOs for fiscal year 2026 as described above in the “Compensation Discussion and Analysis”. Mr. Green is also entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers employed in the United States.

  120. Grants of Plan-Based Awards in Fiscal Year 2026

    Grants of Plan-Based Awards in Fiscal Year 2026 The following table presents information regarding the equity and non-equity incentive awards granted to the NEOs during fiscal year 2026. The material terms of each award are described below under “Description of Fiscal Year 2026 Plan-Based Awards.”

  121. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2026(1)

    GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2026(1)

  122. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2026(1)

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Dr. Hou Annual Incentive RSU PSU (Financial Metric/TSR Hybrid) | N/A | 218,766 | 875,063 | 1,750,126 | — | — | — | — | — | — | — | | | 3/6/2025 | — | — | — | — | — | — | 97,550 | — | — | 3,153,792 | | | 3/6/2025 | — | — | — | 58,530 | 97,550 | 195,100 | — | — | — | 3,428,552 | | Mr. Lin Annual Incentive RSU PSU (Financial Metric/TSR Hybrid) | N/A | 92,400 | 369,600 | 739,200 | — | — | — | — | — | — | — | | | 3/6/2025 | — | — | — | — | — | — | 28,181 | — | — | 911,092 | | | 3/6/2025 | — | — | — | 16,908 | 28,181 | 56,362 | — | — | — | 990,463 | | Mr. Silberstein Annual Incentive RSU PSU (Financial Metric/TSR Hybrid) | N/A | 100,000 | 400,400 | 800,800 | — | — | — | — | — | — | — | | | 3/6/2025 | — | — | — | — | — | — | 29,265 | — | — | 946,137 | | | 3/6/2025 | — | — | — | 17,559 | 29,265 | 58,530 | — | — | — | 1,028,567 | | Mr. Green Annual Incentive RSU PSU (Financial Metric/TSR Hybrid) | N/A | 90,000 | 360,000 | 720,000 | — | — | — | — | — | — | — | | | 2/3/2025 | — | — | — | — | — | — | 30,129 | — | — | 1,911,986 | | | 3/6/2025 | — | — | — | 26,013 | 43,355 | 86,710 | — | — | — | 1,523,778 | | Mr. Wilson Annual Incentive RSU PSU (Financial Metric/TSR Hybrid) | N/A | 81,000 | 324,000 | 648,000 | — | — | — | — | — | — | — | | | 3/6/2025 | — | — | — | — | — | — | 16,800 | — | — | 543,144 | | | 3/6/2025 | — | — | — | 10,080 | 16,800 | 33,600 | — | — | — | 590,464 | | Mr. Rayabhari Annual Incentive RSU PSU (Financial Metric/TSR Hybrid) | N/A | 84,000 | 336,000 | 672,000 | — | — | — | — | — | — | — | | | 3/6/2025 | — | — | — | — | — | — | 21,677 | — | — | 700,817 | | | 3/6/2025 | — | — | — | 13,006 | 21,677 | 43,354 | — | — | — | 761,869 |

  123. Outstanding Equity Awards at Fiscal Year-End 2026

    Outstanding Equity Awards at Fiscal Year-End 2026 Information regarding the outstanding equity awards held by each NEO as of January 25, 2026 is presented below:

  124. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026

  125. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026

    | | Option Awards | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | DR. HOU | | | | | | | | | | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | — | — | — | 65,033 | 5,236,457 | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | — | 32,517 | 2,618,269 | — | — | | 3/6/2025 – RSU(5) | — | — | — | — | — | 97,550 | 7,854,726 | — | — | | 6/11/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | — | — | — | 25,933 | 2,088,125 | | 6/11/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | — | 27,342 | 2,201,578 | — | — | | 6/11/2024 – RSU(6) | — | — | — | — | | 38,900 | 3,132,228 | — | — | | TOTAL | — | — | — | — | — | 196,309 | 15,806,801 | 90,966 | 7,324,582 | | MR. LIN | | | | | | | | | | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | — | — | — | 18,787 | 1,512,729 | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | — | 9,394 | 756,405 | — | — | | 3/6/2025 – RSU(5) | — | — | — | — | — | 28,181 | 2,269,134 | — | — | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | — | — | — | 13,028 | 1,049,015 | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | — | 13,736 | 1,106,023 | — | — | | 3/5/2024 – RSU(7) | — | — | — | — | | 36,484 | 2,937,692 | — | — | | 1/26/2024 - Financial Metric(8) | — | — | — | — | — | 7,740 | 623,225 | — | — | | 10/2/2023 - TSR(9) | — | — | — | — | — | 12,658 | 1,019,222 | — | — | | 10/2/2023 – RSU(10) | — | — | — | — | — | 9,493 | 764,376 | — | — | | TOTAL | — | — | — | — | — | 117,686 | 9,476,077 | 31,815 | 2,561,744 |

  126. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026

    | | Option Awards | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | MR. SILBERSTEIN | | | | | | | | | | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | | — | — | 19,510 | 1,570,945 | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | | | | | | 9,755 | 785,473 | | | | 3/6/2025 – RSU(5) | — | — | — | — | | 29,265 | 2,356,418 | — | — | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | | — | — | 12,694 | 1,022,121 | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | | | | | | 13,383 | 1,077,599 | | | | 3/5/2024 – RSU(7) | — | — | — | — | | 35,547 | 2,862,244 | — | — | | 3/7/2023 - TSR(9) | | | | | | 9,930 | 799,564 | | | | 3/7/2023 – RSU(7) | — | — | — | — | | 12,137 | 977,271 | — | — | | TOTAL | — | — | — | — | | 110,017 | 8,858,569 | 32,204 | 2,593,066 | | MR. GREEN | | | | | | | | | | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | | — | — | 28,903 | 2,327,270 | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | | | | | | 14,452 | 1,163,675 | | | | 2/3/2025 – RSU(5) | — | — | — | — | | 30,129 | 2,425,987 | — | — | | TOTAL | — | — | — | — | | 44,581 | 3,589,662 | 28,903 | 2,327,270 | | MR. WILSON | | | | | | | | | | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | | — | — | 11,200 | 901,824 | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | | | | | | 5,600 | 450,912 | | | | 3/6/2025 – RSU(5) | — | — | — | — | | 16,800 | 1,352,736 | — | — | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | | — | — | 8,846 | 712,280 | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | | | | | | 9,325 | 750,849 | | | | 3/5/2024 – RSU(7) | — | — | — | — | | 24,770 | 1,994,480 | — | — | | 3/7/2023 - TSR(9) | | | | | | 6,950 | 559,614 | | | | 3/7/2023 – RSU(7) | — | — | — | — | | 8,496 | 684,098 | — | — | | TOTAL | — | — | — | — | | 71,941 | 5,792,689 | 20,046 | 1,614,104 |

  127. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2026

    | | Option Awards | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | MR. RAYABHARI | | | | | | | | | | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | — | — | — | — | | — | — | 14,451 | 1,163,595 | | 3/6/2025 – Financial Metric/TSR Hybrid(3) | | | | | | 7,226 | 581,838 | | | | 3/6/2025 – RSU(5) | — | — | — | — | | 21,677 | 1,745,432 | — | — | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | — | — | — | — | | — | — | 11,522 | 927,751 | | 6/4/2024 – Financial Metric/TSR Hybrid(4) | | | | | | 12,148 | 978,157 | | | | 3/5/2024 – RSU(7) | — | — | — | — | | 32,267 | 2,598,139 | — | — | | 3/7/2023 - TSR(9) | | | | | | 6,950 | 559,614 | | | | 3/7/2023 – RSU(7) | — | — | — | — | | 8,496 | 684,098 | — | — | | TOTAL | — | — | — | — | | 88,764 | 7,147,278 | 25,973 | 2,091,346 |

  128. Option Exercises and Stock Vested in Fiscal Year 2026

    Option Exercises and Stock Vested in Fiscal Year 2026 The following table identifies option awards that were exercised by our NEOs during fiscal year 2026 and other stock awards that vested during fiscal year 2026 that were previously granted to our NEOs:

  129. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2026

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2026

  130. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2026

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting(1) ($) | | Dr. Hou | — | — | 63,425 | 3,145,577 | | Mr. Lin | — | — | 65,153 | 2,321,652 | | Mr. Silberstein | — | — | 61,695 | 2,183,310 | | Mr. Green | — | — | — | — | | Mr. Wilson | — | — | 44,184 | 1,562,575 | | Mr. Rayabhari | — | — | 53,696 | 1,919,228 |

  131. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2026

    | (1) The dollar amounts shown in the table above for option awards are determined by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date of exercise and the exercise price of the options. The dollar amounts shown in the table above for stock awards are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of our common stock on the vesting date. For clarity, PSUs eligible to vest for a particular performance period generally vest on the later of the first anniversary of the date of grant of the award or the date on which the Human Capital and Compensation Committee certifies the corresponding performance results (not as of the end of that performance period). |

  132. Nonqualified Deferred Compensation – Fiscal Year 2026

    Nonqualified Deferred Compensation – Fiscal Year 2026 Our NEOs may elect to receive some of their compensation on a deferred basis under the Deferred Compensation Plan. A participant may elect to defer up to 80% of his or her base salary and certain performance-based compensation. Under the Company’s matching program under the Deferred Compensation Plan as in effect during calendar year 2025, the Company matches, on a dollar-for-dollar basis, up to the first 10% of employee base salary contributions for our CEO, our CFO, our Chief Legal Officer and our Senior Vice Presidents, up to the first 8% for participants at the Vice President level, and up to the first 5% for all other participants. However, these Company matching contributions were terminated effective beginning calendar year 2026. Participants are always 100% vested in their deferrals and the earnings thereon. Matching contributions made by the Company vest 25% on December 31 of the calendar year during which the contribution is made. Thereafter, vesting continues 25% on December 31 for each of the following three calendar years. Amounts in participant accounts may generally be deferred until a specified date, death, disability, a change in control, or termination of employment. At the participant’s election, deferrals will generally be paid in a lump sum or in annual installments over a period of up to 20 years. Withdrawals may be made for unforeseeable emergencies and some amounts (generally pre-2005 deferrals) may be withdrawn subject to a penalty. Earnings on the account of each executive are credited to such executive based on the performance of investment vehicles chosen by the executive from a selection offered to all plan participants by the plan’s administrator. Executives may elect to change the investment vehicles applicable to their accounts at any time. The earnings associated with the Deferred Compensation Plan are related to plan participant elections made in relation to the available mutual fund investment choices as provided through the Deferred Compensation Plan. Prior to fiscal year 2019, we granted certain RSU awards to our NEOs that provided for payment of any vested units subject to the award to be deferred and not made until six months after the executive’s employment with the Company terminates (referred to as “Ownership Stock Units” or “OSUs”). The following table presents information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during fiscal year 2026, and the total deferred amounts for the NEOs at the end of fiscal year 2026:

  133. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

    NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

  134. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Dr. Hou | 13,463 | — | 52 | — | 13,514 | | Mr. Lin | 45,554 | 42,000 | 13,421 | — | 107,575 | | Mr. Silberstein | 45,500 | 45,500 | 659,542 | — | 4,902,809 | | Mr. Green | 29,423 | 29,423 | 6,291 | — | 65,137 | | Mr. Wilson | 456,001 | 36,923 | 5,296,447 | — | 20,007,602 | | Mr. Rayabhari | — | — | 219,352 | — | 1,907,531 |

  135. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

    | (1) These amounts consist of base salary deferred under the Deferred Compensation Plan in fiscal year 2026. All of these amounts have been included in the “Base Salary” column of the “Summary Compensation Table – Fiscal Years 2024-2026” above. |

  136. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

    | (2) All of the amounts reported as “Registrant Contributions in the Last Fiscal Year” reflect Company matching contributions in fiscal year 2026 and are also included in the “All Other Compensation” column of the “Summary Compensation Table – Fiscal Years 2024-2026” above. |

  137. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

    | (3) These amounts consist of earnings credited under the Deferred Compensation Plan for fiscal year 2026 with respect to deferrals made under that plan and the appreciation in value during fiscal year 2026 (after the date of vesting of the units) of OSUs. No portion of these earnings on deferred compensation is considered to be at above-market rates under SEC rules; thus no such earnings are included as compensation in the “Summary Compensation Table – Fiscal Years 2024-2026” above. |

  138. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2026

    | (4) These amounts consist of the NEO’s fiscal year-end balance under the Deferred Compensation Plan as well as the fiscal year-end value of the executive’s vested OSUs (the payment of which is delayed until six months after the executive’s employment with the Company terminates). Deferred Compensation Plan balances include unvested amounts attributable to the Company’s contributions and earnings thereon. All amounts within the “Aggregate Balance at Last Fiscal Year End” column for each NEO were included in Summary Compensation Tables for previous years, to the extent the executive was named in such tables and the amounts were so required to be reported in such tables and with the value of OSUs included in the year of grant of those units based on the grant date fair value of the award. The Deferred Compensation Plan balance for each of the NEOs at the end of fiscal year 2026 was as follows: Dr. Hou, $13,514; Mr. Lin, $107,575; Mr. Silberstein, $3,558,125; Mr. Green, $65,137, Mr. Wilson $19,178,246, Mr. Rayabhari, $1,907,531. The value of vested OSUs held by each of the NEOs at the end of fiscal year 2026 was as follows: Dr. Hou, $0; Mr. Lin, $0, Mr. Silberstein, $1,344,684, Mr. Green $0, Mr. Wilson $829,356, Mr. Rayabhari, $0. These values are determined by dividing the number of OSUs by $80.52 (the closing price of the Company’s common stock on January 23, 2026, the last trading day of fiscal year 2026). |

  139. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  140. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following summarizes the relationship between the total compensation paid to our CEO and our other NEOs, and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”:

  141. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for CEO#1 ($)(1)(2) | Compensation Actually Paid to CEO#1 ($)(3) | Summary Compensation Table Total for CEO#2 ($)(1)(2) | Compensation Actually Paid to CEO#2 ($)(3) | Summary Compensation Table Total for CEO#3 ($)(1)(2) | Compensation Actually Paid to CEO#3 ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Semtech Net Income ($ Thousands)(5) | Semtech Non-GAAP Operating Income ($ Thousands)(6) | | | | | | | | | | | Semtech TSR ($)(4) | Philadelphia Semiconductor Index TSR ($)(4) | | | | 2026 | — | — | — | — | 8,177,250 | 18,625,117 | 2,858,080 | 5,092,694 | 113.49 | 275.64 | (40,376) | 201,051 | | 2025 | — | — | 8,811,520 | 7,763,060 | 6,759,554 | 18,621,432 | 3,211,783 | 12,210,924 | 102.92 | 185.03 | (161,896) | 148,989 | | 2024 | 7,757,751 | 5,468,214 | 6,745,681 | 5,023,239 | — | — | 2,434,248 | 1,004,869 | 29.02 | 150.40 | (1,092,029) | 92,688 | | 2023 | 1,064,219 | (11,233,662) | — | — | — | — | 2,675,024 | 1,017 | 46.72 | 102.02 | 61,372 | 210,665 | | 2022 | 1,667,178 | (1,985,990) | — | — | — | — | 2,706,114 | 1,735,115 | 95.60 | 114.42 | 125,645 | 202,792 |

  142. PAY VERSUS PERFORMANCE

    | (1) Mr. Maheswaran ("CEO #1") was our CEO for all of fiscal years 2022 and 2023 and during fiscal year 2024 from January 30, 2023 through June 29, 2023. Mr. Pickle ("CEO #2") was our CEO for fiscal year 2024 and 2025 from June 30, 2023 through June 6, 2024. Dr. Hou (“CEO #3”) was our CEO during fiscal year 2025 and 2026 from June 6, 2024 through January 25, 2026. For fiscal year 2022, our Non-PEO NEOs were Messrs. Chukwu, Beauchamp, Fulton and Silberstein. For fiscal year 2023, our Non-PEO NEOs were Messrs. Chukwu, Ammann, Beauchamp, Silberstein, Fulton and Chang. For fiscal year 2024, our Non-PEO NEOs were Messrs. Lin, Rodensky, Silberstein, Wilson, Chukwu and Ammann and Ms. McGee. For fiscal year 2025, our Non-PEO NEOs were Messrs. Lin, Silberstein, Rayabhari and Russel. For fiscal year 2026, our Non-PEO NEOs were Messrs. Lin, Silberstein, Green, Rayabhari and Wilson. |

  143. PAY VERSUS PERFORMANCE

    | (2) The average compensation for the CEOs and the Non-PEO NEOs for fiscal year 2026 was calculated from the Summary Compensation Table above. The average compensation for the CEO and the Non-PEO NEOs for each of the prior fiscal years was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the SEC in the calendar year in which that fiscal year ended. |

  144. PAY VERSUS PERFORMANCE

    | (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO: |

  145. PAY VERSUS PERFORMANCE

    | • | Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, |

  146. PAY VERSUS PERFORMANCE

    | • | Plus the fiscal year-end value of Semtech option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, |

  147. PAY VERSUS PERFORMANCE

    | • | Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, |

  148. PAY VERSUS PERFORMANCE

    | • | Plus the vesting date value of Semtech option and stock awards which were granted and vested during the same covered fiscal year, |

  149. PAY VERSUS PERFORMANCE

    | • | Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, |

  150. PAY VERSUS PERFORMANCE

    | • | Less, as to any Semtech option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, |

  151. PAY VERSUS PERFORMANCE

    | • | Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Semtech stock awards (no dividends or dividend equivalents were paid or credited with respect to Semtech options or stock awards during the applicable fiscal years), |

  152. PAY VERSUS PERFORMANCE

    | • | Plus, as to a Semtech option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Semtech option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table). |

  153. PAY VERSUS PERFORMANCE

    In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#1.

  154. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#1 | Fiscal Year 2026 ($) | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Summary Compensation Table Total | — | — | 7,757,751 | 1,064,219 | 1,667,178 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | — | — | (6,999,987) | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | — | — | 2,394,988 | — | — | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | — | — | — | (12,068,402) | (3,107,724) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 2,758,653 | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | (25,725) | (229,479) | (545,444) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (417,466) | — | — | | Compensation Actually Paid | — | — | 5,468,214 | (11,233,662) | (1,985,990) |

  155. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#2.

  156. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#2 | Fiscal Year 2026 ($) | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Summary Compensation Table Total | — | 8,811,520 | 6,745,681 | — | — | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | — | (7,529,281) | (6,380,681) | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | — | — | 4,169,932 | — | — | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | — | — | — | — | — | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 2,914,102 | 488,307 | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | 5,279,925 | — | — | — | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (1,713,206) | — | — | — | | Compensation Actually Paid | — | 7,763,060 | 5,023,239 | — | — |

  157. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#3.

  158. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#3 | Fiscal Year 2026 ($) | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Summary Compensation Table Total | 8,177,250 | 6,759,554 | — | — | — | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (6,582,343) | (5,256,971) | — | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 17,278,180 | 17,042,868 | — | — | — | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 1,069,740 | — | — | — | — | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (1,317,710) | 75,981 | — | — | — | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | | Compensation Actually Paid | 18,625,117 | 18,621,432 | — | — | — |

  159. PAY VERSUS PERFORMANCE

    The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for each fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.

  160. PAY VERSUS PERFORMANCE

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2026 ($) | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | | Summary Compensation Table Total | 2,858,080 | 3,211,783 | 2,434,248 | 2,675,024 | 2,706,114 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (1,981,663) | (2,630,745) | (1,838,089) | (1,848,772) | (1,935,989) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 4,720,818 | 8,674,721 | 692,787 | 390,964 | 1,442,149 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 528,075 | 1,832,665 | (135,718) | (565,624) | (290,549) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | 149,845 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (1,032,614) | 1,122,501 | (31,806) | (207,517) | (336,455) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (116,553) | (443,058) | — | | Compensation Actually Paid | 5,092,694 | 12,210,924 | 1,004,869 | 1,017 | 1,735,115 |

  161. PAY VERSUS PERFORMANCE

    | (4) Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia |

  162. PAY VERSUS PERFORMANCE

    Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s total shareholder return and the total shareholder return for the Philadelphia Semiconductor Index (each calculated as described above) over that period of time.

  163. PAY VERSUS PERFORMANCE

    | (5) This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s net income for each of those years. |

  164. PAY VERSUS PERFORMANCE

    | (6) This column shows the Company’s non-GAAP adjusted operating income for each fiscal year covered by the table. See Exhibit A for a reconciliation of non-GAAP adjusted operating income for fiscal years 2025 and 2026 to the most directly comparable GAAP measures (and the corresponding exhibit to our proxy statement for prior fiscal years). We consider non-GAAP adjusted operating income to be a key metric in our executive compensation |

  165. PAY VERSUS PERFORMANCE

    program, used in determining the fiscal year 2026 annual bonuses for our NEOs. See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s non-GAAP adjusted operating income for each of those years. Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our NEOs for fiscal year 2026 with the Company’s performance.

  166. PAY VERSUS PERFORMANCE

    | • | Relative TSR (used to determine vesting in our PSUs) |

  167. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Adjusted Operating Income (used in both our PSUs and our Executive Bonus Plan) |

  168. PAY VERSUS PERFORMANCE

    | • | Net Sales (used in both our PSUs and our Executive Bonus Plan) |

  169. PAY VERSUS PERFORMANCE

    See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We currently maintain the following stock-based compensation plans. The plans are:

  170. PAY VERSUS PERFORMANCE

    | • | 2017 Long-Term Equity Incentive Plan (the “2017 Plan”) |

  171. PAY VERSUS PERFORMANCE

    | • | 2013 Long-Term Equity Incentive Plan (the “2013 Plan”) |

  172. PAY VERSUS PERFORMANCE

    | • | 2008 Long-Term Equity Incentive Plan (the “2008 Plan”) |

  173. PAY VERSUS PERFORMANCE

    | • | Long-Term Stock Incentive Plan (the “1998 Plan”) |

  174. PAY VERSUS PERFORMANCE

    Our 2017 Plan was approved in June 2017 and was most recently amended by our stockholders on June 5, 2025. The 2013 Plan, 2008 Plan and 1998 Plan were also approved by our stockholders. However, no new awards can be granted under the 2013 Plan, the 2008 Plan, or the 1998 Plan. The following table sets forth information with respect to shares of Company common stock that may be issued under our equity compensation plans as of January 25, 2026.

  175. PAY VERSUS PERFORMANCE

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2) | Weighted-average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the issued column) | | Equity compensation plans approved by security holders | 3,151,629 | $29.70 | 5,773,258(3) | | Equity compensation plans not approved by security holders(4) | 90,112 | — | — | | Total | 3,650,367 | $29.59 | 5,262,532 |

  176. PAY VERSUS PERFORMANCE

    | (1) Includes the number of shares potentially issuable in connection with Performance-Based Unit awards assuming the 100% vesting level is achieved. This number also includes 3,500 shares that are subject to options granted under the 2013 and 2017 Plans to employees outside of the United States. In light of applicable tax laws, these options have a longer term than the six-year term generally provided for options granted under the 2017 Plan, and for purposes of determining the number of shares available for award grant purposes under the 2017 Plan, are subject to the share-counting ratio for “full-value awards.” |

  177. PAY VERSUS PERFORMANCE

    | (2) Outstanding restricted stock awards, Time-Based Unit awards, Performance-Based Unit awards and OSUs do not have an exercise price and therefore, are not included in calculating the weighted-average exercise price of outstanding options. |

  178. PAY VERSUS PERFORMANCE

    | (3) All of these shares of our common stock remain available for future issuance under our 2017 Plan and may be granted as incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, Performance-Based Unit awards, executive ownership restricted stock unit awards, stock bonuses, and other stock awards authorized under the 2017 Plan. Shares issued in respect of any “full-value award” granted under the 2017 Plan (generally, a “full-value award” is an award other than a stock option or stock appreciation right) are counted against the overall 2017 Plan share limit as 2.17 shares (as to any full-value award granted before June 9, 2023, 2.6 shares) for every one share issued in connection with such award. Any shares subject to a stock option, and 2.17 times the number of shares subject to a full-value award, granted under the 2013 Plan, the 2008 Plan, or the 1998 Plan that expires, or for any reason is cancelled or terminated, also become available for award grant purposes under the 2017 Plan. |

  179. PAY VERSUS PERFORMANCE

    | (4) The shares reported in this row of the table are subject to awards that were granted as an inducement for the grantee to commence employment with the Company. These shares consist of (1) 9,493 RSUs and 20,398 PSUs granted to Mark Lin, our CFO, during fiscal year 2024, with the PSUs that were eligible to vest with respect to fiscal year 2026 performance, and (2) 30,110 RSUs and 30,111 PSUs granted to Mitchell Haws, our SVP of Investor Relations, during fiscal year 2026, with the PSUs that were eligible to vest with respect to fiscal year 2026 through fiscal year 2028 performance. The terms of the awards granted to Mark Lin as an inducement are similar to the annual grants made to our executive officers in March 2023. The terms of the awards granted to Mitchell Haws as an inducement are similar to the annual grants made to our executive officers in March 2025. |

  180. PAY VERSUS PERFORMANCE

    REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board has:

  181. PAY VERSUS PERFORMANCE

    | • | reviewed and discussed the Company’s audited financial statements for the fiscal year ended January 25, 2026 with the Company’s management and with the Company’s independent registered public accounting firm, Deloitte; |

  182. PAY VERSUS PERFORMANCE

    | • | discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and |

  183. PAY VERSUS PERFORMANCE

    | • | received the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence, and discussed the independence of Deloitte with that firm. |

  184. PAY VERSUS PERFORMANCE

    Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended January 25, 2026 be included in the Company’s Annual Report on Form 10-K filed with the SEC. Respectfully submitted by the Audit Committee Paul Walsh, Chair Rodolpho C. Cardenuto Paula LuPriore Julie G. Ruehl The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates the Report of the Audit Committee by reference therein. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm, as the Company’s principal accountant to perform independent audit services for fiscal year 2027. Ratification of the appointment of the independent registered public accounting firm is not required by our Bylaws or applicable law, but has historically been submitted to stockholders as a matter of good corporate governance. If the Company’s stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Deloitte and may decide to retain them notwithstanding the vote. Even if the appointment is ratified, the Audit Committee may appoint a different independent registered public accounting firm at any point during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders. Representatives of Deloitte are expected to attend the Annual Meeting. They will have the opportunity to make a statement, if they so desire, and respond to appropriate questions from stockholders.

  185. PAY VERSUS PERFORMANCE

    | | The Board recommends a vote FOR the ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2027 |