DEF 14A of Lattice Semiconductor Corp, Mar 20, 2025

DEF 14A of Lattice Semiconductor Corp

Filed Mar 20, 2025 · FY20240001193125-25-058963

Open on EDGAR

  1. Biographical Information

    Biographical Information Robin Abrams, age 73, has served as a director of the Company since 2011. Ms. Abrams served as the Interim Chief Executive Officer of Zilog, Inc. from August 2006 to January 2007 and the Chief Executive Officer of Firefly Communications, Inc. from 2004 to 2006. In addition to leading several start-ups, Ms. Abrams also served as President and Chief Executive Officer of Palm Computing, Inc. Prior to Palm, she was President and Chief Executive Officer of VeriFone, a leading global debit/credit card authorization solutions provider. Ms. Abrams also held several key executive positions at Apple, including president of Apple Americas and managing director of Apple Asia. Previously, Ms. Abrams held senior product marketing positions at Norwest Bank (Wells Fargo) and Unisys. Ms. Abrams served on the board of directors of Sierra Wireless from 2009 to 2022 and HCL Technologies Ltd. from 2001 to 2024. Ms. Abrams currently serves on the board of directors of FactSet Research. Ms. Abrams brings to the Company extensive executive management experience obtained at Fortune 500 companies, including experience in advanced technology and managing operations in both Asia and the United States. Additionally, Ms. Abrams contributes valuable governance experience based on her service on a number of public company boards. Douglas Bettinger, 57, has served as a director of the Company since December 2022. Mr. Bettinger is Executive Vice President and Chief Financial Officer at Lam Research Corporation, a manufacturer and provider of wafer fabrication equipment and services to the semiconductor industry. In this role, he oversees Lam’s finance, tax, treasury, and investor relations organizations. Prior to joining Lam in 2013, Mr. Bettinger was the Senior Vice President and Chief Financial Officer of Avago Technologies Ltd. (currently Broadcom Inc.) and held a variety of executive finance positions with Xilinx, Inc., 24/7 Customer, and Intel Corp. Mr. Bettinger also sits on the Board of Industry Leaders of SEMI, an industry association focused on the semiconductor industry’s design, manufacturing and supply chain. He holds a Bachelor’s degree in economics from the University of Wisconsin in Madison, and an MBA degree in finance from the University of Michigan. Mr. Bettinger brings to the Company more than 31 years of financial and operational experience in the semiconductor industry. Que Thanh Dallara, 51, has served as a director of the Company since November 2023. Since May 2022, Ms. Dallara has been the Executive Vice President and Operating Unit President of the global Diabetes Operating Unit at Medtronic plc, a global leader in medical technology. Prior to joining Medtronic, from October 2018 to April 2022, Ms. Dallara was the President and Chief Executive Officer of Honeywell Connected Enterprise, Honeywell International, Inc.’s software business. From January 2017 to October 2019, Ms. Dallara was Senior Vice President and Chief Commercial Officer of Honeywell, leading its efforts in strategy, marketing, sales excellence, pricing, product innovation, including enterprise software, data analytics and IoT solutions. Prior to Honeywell, Ms. Dallara held various executive roles at TE Connectivity Ltd., Microsoft Corporation, McKinsey & Company, and Telstra Group Limited. Ms. Dallara earned an MBA from Institut Européen d’Administration des Affaires (INSEAD), a Bachelor of Science in applied mathematics, and a Bachelor of Commerce in finance from The University of New South Wales, Sydney, Australia. Ms. Dallara brings to the Company over 20 years of general management and enterprise transformation experience in multiple industries globally. John Forsyth, 51, has served as a director of the Company since November 2023. Since January 2021, Mr. Forsyth has been the Chief Executive Officer, President, and a member of the board of directors at Cirrus Logic, Inc., a leading supplier of low-power, high-precision mixed-signal processing solutions for mobile and consumer applications. Prior to assuming the role of CEO, Mr. Forsyth was instrumental in driving Cirrus Logic’s product strategy as President, Chief Strategy Officer from June 2018 to January 2021, and Vice President of Marketing from August 2014 to June 2018. Mr. Forsyth also served as Vice President of Audio Products at Wolfson Microelectronics, which was acquired by Cirrus Logic in 2014. Prior to joining Wolfson in 2012, Mr. Forsyth led product development and strategy in several technology companies, including serving as chief technical officer of the Symbian Foundation and as vice president of strategy at Symbian Software. Mr. Forsyth earned his undergraduate degree from the University of Glasgow. Mr. Forsyth brings to the Company extensive management experience and knowledge of the semiconductor industry. Mark Jensen, 74, has served as a director of the Company since June 2013. Mr. Jensen served as an executive of Deloitte & Touche LLP until his retirement in June 2012. He held a variety of positions, including U.S. Managing Partner-Audit and Enterprise Risk Services, Technology Industry and U.S. Managing Partner-Venture Capital Services Group. Prior to joining Deloitte & Touche LLP, Mr. Jensen was the Chief Financial Officer of Redleaf Group. Earlier in his career, Mr. Jensen was an executive at Arthur Andersen LLP and served as the Managing Partner of the firm’s Silicon Valley Office and leader of the firm’s Global Technology Industry Practice. Mr. Jensen has served on the board of directors of 23andMe Holding Co. since October 2024. Mr. Jensen served on the board of directors of a private firm, Exabeam, Inc., from 2022 to 2024, a cybersecurity company offering security analytics. Mr. Jensen served on the board of directors of Unwired Planet, Inc. (formerly Openwave Systems Inc.) from 2012 to 2015, Control4 Corporation from 2015 to 2019 and ForeScout Technologies, Inc. from 2013 to 2020. Mr. Jensen brings to the Company business experience in a number of advanced technology industry segments and substantial financial expertise. Mr. Jensen has experience in executive management derived from his service as an executive officer, as the managing partner of a significant practice of a major accounting firm and service as a member of a public company board of directors. James Lederer, 64, has served as a director of the Company since March 2018. Mr. Lederer is an executive with decades of experience leading a preeminent company in the semiconductor industry. He served as an Executive Vice President and Officer of Qualcomm Technologies, Inc., a leading wireless technology company, including the dual Chief Financial Officer & Chief Operating Officer roles for Qualcomm CDMA Technologies (QCT), its semiconductor division, from 2008 until his retirement in January 2014. Prior to that role, he served as Chief Financial Officer of the company’s largest segment and additionally held a variety of senior management positions at Qualcomm, Inc., including Senior Vice President, Finance and Business Operations. Prior to joining Qualcomm in 1997, Mr. Lederer held a number of management positions at Motorola, General Motors and Scott Aviation. Mr. Lederer currently serves on the board of directors of Entegris, Inc. He holds a B.S. degree in Business Administration and an M.B.A. from the State University of New York at Buffalo, where he also serves on the Dean’s Advisory Council for the School of Management. Mr. Lederer brings to the Company broad management experience from the global semiconductor, mobile and wireless technology industries, including corporate finance, strategic planning, corporate development and worldwide operations.

  2. Biographical Information

    D. Jeffrey Richardson, 60, has served as a director since December 2014 and as our Board chair since May 2018. Mr. Richardson joined LSI Corporation in 2005 and most recently served as Executive Vice President and Chief Operating Officer until the company’s acquisition by Avago Technologies in May 2014. He earlier served as executive vice president of various LSI divisions, including the Semiconductor Solutions Group, Networking and Storage Products Group, Custom Solutions Group and Corporate Planning and Strategy. Before joining LSI, Mr. Richardson held various management positions at Intel Corporation, including Vice President and General Manager of Intel’s Server Platforms Group, and the company’s Enterprise Platforms and Services Division. Mr. Richardson’s career also includes serving in technical roles at Altera Corporation, Chips and Technologies, and Amdahl Corporation. Mr. Richardson has served on the board of directors of Ambarella Corporation since March 2014, and Kulicke and Soffa Industries, Inc. since May 2020. Mr. Richardson also served on the board of directors of Volterra Corporation from 2011 to 2013 and Graphcore, Ltd from 2021 to 2024. Mr. Richardson brings to the Company extensive management experience in the advanced technology company environment, including operations, marketing, engineering and strategic transactions. Elizabeth Schwarting, 61, has served as a director of the Company since March 2023. From October 2015 to October 2024, Ms. Schwarting was the Principal Member of DBS Ventures, LLC. where she served as a consultant and advisor for various audiences relating to the automotive market, including automotive technology (with a special emphasis on ADAS, Automated Driving, Domain Controllers, and Power Electronics for Hybrid and Electric Systems), regulatory trends and business development. From 2009 to 2015, Ms. Schwarting served as Vice President of the Electronic Controls business unit for Delphi Corporation (now Aptiv PLC), an automotive parts company. As a member of the Executive Committee, she led a global team responsible for the Automotive ADAS and Safety Electronics product lines, the Body Electronics and Security product lines as well Power Electronics (for Hybrid and Electric Vehicles). From 1999 to 2009, Ms. Schwarting held several leadership positions at Delphi, including Vice President, Safety Systems, Global Director, Sales and Marketing, and General Motors Global Customer Director. Prior to joining Delphi, Ms. Schwarting held the position of General Manager and Vice President, Strategic Accounts for Eastman Kodak Company within the Consumer Imaging Division. Ms. Schwarting currently serves on the board of directors of Ambarella Corporation. Ms. Schwarting brings to the Company extensive management experience and knowledge of the automotive industry, a key Company market segment, and governance experience from her service on another public company board. Ford Tamer, 63, has served as director since joining the Company as President and Chief Executive Officer in September 2024. Prior to joining the Company, Dr. Tamer, served as a Senior Operating Partner of Francisco Partners, a private equity company, which he joined in September 2022. Prior to that, he served as the President and Chief Executive Officer and as a director of Inphi Corporation from February 2012 to April 2021, when it was acquired by Marvell Technology Inc. (“Marvell”). Prior to that, he served as Chief Executive Officer of Telegent Systems, Inc. from June 2010 until August 2011. Prior to joining Telegent, Dr. Tamer was a Partner at Khosla Ventures from September 2007 to April 2010. Dr. Tamer also served as Senior Vice President and General Manager — Infrastructure Networking Group at Broadcom Corporation from June 2002 to September 2007. He served as Chief Executive Officer of Agere Inc. from September 1998 until it was acquired by Lucent Technologies in April 2000, which Lucent then spun out as Agere Systems Inc. in March 2001. Dr. Tamer continued to serve as Vice President of Agere Systems until April 2002. Dr. Tamer served on the board of directors of Marvell from April 2021 until September 2024 and Groq Inc. from December 2021 to December 2024. Dr. Tamer currently serves on the board of directors of Teradyne and has announced he will step down from the Teradyne Board in May 2025. Dr. Tamer holds an M.S. degree and Ph.D. in engineering from Massachusetts Institute of Technology. Dr. Tamer brings to the Company extensive industry and management experience spanning semiconductors, networking, and enterprise software. A nominee shall be elected to the Board of Directors if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election. If any nominee fails to receive the requisite vote for the election of directors, then pursuant to our Corporate Governance Policies, the Nominating and Governance Committee shall consider the irrevocable conditional resignation submitted by such nominee. The Nominating and Governance Committee shall recommend to the Board the action to be taken with respect to such conditional resignation, including acceptance or rejection. Within 90 days following certification of the stockholder vote, the Board of Directors will act with respect to such conditional resignation. The Board recommends that stockholders vote “FOR” each of the nine nominees presented herein.

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  4. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning compensation of our non-employee directors for fiscal 2024.

  5. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | | Richardson, D. Jeffrey | 130,000 | 189,988(2) | 319,988 | | Abrams, Robin | 76,250 | 189,988(3) | 266,238 | | Bettinger, Douglas | 70,000 | 189,988(4) | 259,988 | | Dallara, Que Thanh | 70,000 | 189,988(5) | 259,988 | | Forsyth, John | 71,667 | 189,988(6) | 261,655 | | Jensen, Mark | 90,000 | 189,988(7) | 279,988 | | Lederer, James | 95,000 | 189,988(8) | 284,988 | | Schwarting, Elizabeth | 73,750 | 189,988(9) | 263,738 | | Skillern, Raejeanne(10) | 23,333 | —(10) | 23,333 |

  6. Director Compensation Table

    | (1) The chart below summarizes the gross cash amounts earned by non-employee directors for service during fiscal 2024 on the Board and its committees: |

  7. Director Compensation Table

    | Name | Annual Board Service ($)† | Audit Committee ($) | Compensation Committee ($) | NG Committee ($) | Total ($) | | Richardson, D. Jeffrey | 115,000 | — | 10,000 | 5,000 | 130,000 | | Abrams, Robin | 60,000 | 10,000 | — | 6,250 | 76,250 | | Bettinger, Douglas | 60,000 | 10,000 | — | — | 70,000 | | Dallara, Que | 60,000 | — | 10,000 | — | 70,000 | | Forsyth, John | 60,000 | — | 6,667 | 5,000 | 71,667 | | Jensen, Mark | 60,000 | 30,000 | — | — | 90,000 | | Lederer, James | 60,000 | 10,000 | 25,000 | — | 95,000 | | Schwarting, Elizabeth | 60,000 | — | — | 13,750 | 73,750 | | Skillern, Raejeanne | 20,000 | — | 3,333 | — | 23,333 |

  8. Director Compensation Table

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

  9. Director Compensation Table

    | (2) The aggregate number of shares underlying unvested stock awards held by Mr. Richardson on December 28, 2024 was 2,671. |

  10. Director Compensation Table

    | (3) The aggregate number of shares underlying unvested stock awards held by Ms. Abrams on December 28, 2024 was 2,671. |

  11. Director Compensation Table

    | (4) The aggregate number of shares underlying unvested stock awards held by Mr. Bettinger on December 28, 2024 was 2,671. |

  12. Director Compensation Table

    | (5) The aggregate number of shares underlying unvested stock awards held by Ms. Dallara on December 28, 2024 was 2,671. |

  13. Director Compensation Table

    | (6) The aggregate number of shares underlying unvested stock awards held by Mr. Forsyth on December 28, 2024 was 2,671. |

  14. Director Compensation Table

    | (7) The aggregate number of shares underlying unvested stock awards held by Mr. Jensen on December 28, 2024 was 2,671. |

  15. Director Compensation Table

    | (8) The aggregate number of shares underlying unvested stock awards held by Mr. Lederer on December 28, 2024 was 2,671. |

  16. Director Compensation Table

    | (9) The aggregate number of shares underlying unvested stock awards held by Ms. Schwarting on December 28, 2024 was 2,671. |

  17. Director Compensation Table

    | (10) There were no shares underlying unvested stock awards held by Ms. Skillern on December 28, 2024. Ms. Skillern did not stand for reelection at our 2024 Annual Meeting. On May 3, 2024, the Board of Directors approved the accelerated vesting of 2,246 of Ms. Skillern’s unvested stock awards that were scheduled to vest on May 8, 2024 such that they vested on May 3, 2024. |

  18. Narrative Discussion to Director Compensation Table

    Narrative Discussion to Director Compensation Table The Company compensates its non-employee directors with cash retainers and equity grants. The cash retainers are comprised of annual retainers for service on the Board of Directors and its standing committees. In 2024, non-employee directors received a cash retainer of $60,000 per year for service on the Board of Directors, the Board Chair received an additional annual retainer of $55,000, and the chairs of the Audit Committee, Compensation Committee, and Nominating and Governance Committee received additional annual retainers of $20,000, $15,000, and $10,000, respectively. Committee members received additional annual retainers of $10,000 for the Audit and Compensation Committees, and $5,000 for the Nominating and Governance Committee. Directors received an RSU award following the annual meeting of stockholders for a number of shares of common stock determined by dividing $190,000 by the fair market value of a share of the common stock on the grant date (“Annual RSU Grant”), which vests and become payable with respect to 100% of the RSUs on the first anniversary of the grant date, provided that the director continues to serve as a director on such dates. If a non-employee director’s initial appointment to the Board is on a date other than the date of the Annual Meeting of Stockholders, on the 30th day following the date of that non-employee director’s appointment, he or she receives a prorated Annual RSU Grant equivalent to the Annual RSU Grant multiplied by a fraction with (i) the numerator equal to 12 minus the number of months completed since the Company’s last annual meeting of stockholders on the effective date of the non-employee director’s appointment, and (ii) the denominator equal to 12. In the event of a change in control, unvested RSUs and options held by our non-employee directors generally become vested and exercisable or payable in full effective immediately prior to the change in control. No non-employee director may be paid compensation for service as a non-employee director that, in the aggregate, exceeds $500,000 per fiscal year, increased to $750,000 for the fiscal year in which a non-employee director joins the Board of Directors as a non-employee director. Any equity awards or other compensation paid or provided to an individual for his or her services as an employee or consultant (other than as a non-employee director), will not count for purposes of these limits.

  19. Executive Summary

    | § Short-Term Corporate Incentive Awards — Determined that the minimum performance thresholds for payment under our annual Corporate Incentive Plan were not met, resulting in 0% achievement for our Named Executive Officer’s target annual incentive award opportunity. See Compensation Elements – Annual Corporate Incentive Compensation in this CD&A. |

  20. Executive Summary

    | § Long-Term Incentive Compensation Awards — Excluding our new CEO, whose new-hire long-term incentive equity awards are discussed below, we granted time-based RSU awards that may be settled for shares of our common stock with aggregate values between $500,000 and $5,000,000 for our Named Executive Officers; and granted performance-based RSU awards (“PRSU”) with aggregate target values between $800,000 and $8,100,000 for our Named Executive Officers, excluding Ms. Stevens. See Compensation Elements – Long-Term Incentive Compensation in this CD&A. |

  21. Executive Summary

    Additional Compensation Actions in Fiscal 2024 Compensation Related to the Appointment of Mr. Tamer as President and CEO. Effective September 16, 2024, the Board of Directors appointed Mr. Tamer as our President and CEO. In determining the CEO new hire compensation to recommend to the Board of Directors, the Compensation Committee considered Mr. Tamer’s experience and expected contributions to the Company, the advice of its independent compensation consultant, market data, peer benchmarking, and other factors. The Board of Directors and Compensation Committee provided Mr. Tamer with a compensation package where 99% of Mr. Tamer’s total new-hire compensation is considered variable and at risk, with a substantial majority being performance-based. Further, Mr. Tamer’s new-hire compensation addressed both Mr. Tamer’s prorated fiscal 2024 and fiscal 2025 equity compensation. As such, it currently is expected that no additional equity awards will be granted to Mr. Tamer prior to 2026. The key elements of Mr. Tamer’s prorated fiscal 2024 and fiscal 2025 compensation include base salary, participation in our Corporate Incentive Plan, long-term incentive awards in the form of restricted stock awards (“RSAs”) subject to time-based vesting and PRSUs, and a sign-on award in the form of time-based RSAs and PRSUs in part to recognize equity awards that Mr. Tamer forfeited from his prior employer, Francisco Partners, a private equity firm. Mr. Tamer’s CEO Base Salary and Cash Incentive Awards Mr. Tamer’s annual base salary was set at $800,000, and under our Corporate Incentive Plan (“CIP”) he is eligible for an annual target bonus equal to 125% of his base salary. For fiscal 2024, the maximum bonus payout percentage was 200% of target and was prorated based on the number of days Mr. Tamer was employed as CEO during fiscal 2024. As previously stated, thresholds for our CIP were not met during fiscal 2024 and as a result, Mr. Tamer did not receive any payments under the CIP. Mr. Tamer’s CEO Long-Term Incentive Compensation Awards for Fiscal 2024 and Fiscal 2025 All equity awards were granted on Mr. Tamer’s start date, with the number of shares of Company common stock subject to each award determined by dividing the dollar value of the applicable award by the 30-day trailing average of the Company’s common stock as of the start date, rounded down to the next whole share. All vesting is subject to Mr. Tamer’s continued service as CEO through the applicable vesting date. For the portion of fiscal 2024 following Mr. Tamer’s appointment, Mr. Tamer received a RSA grant with a grant date fair value of $1,700,000, with 25% of the shares of restricted stock subject to the RSA scheduled to vest on the first anniversary of the start date and vesting thereafter at a rate of 6.25% per quarter. For that same period, Mr. Tamer received a grant of PRSUs with grant date fair value of $1,700,000, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. The PRSUs will be tested for vesting on the third anniversary of the start date and will have a multiplier provision up to 250% in the event of extraordinary performance. For fiscal 2025, Mr. Tamer received a RSA with a grant date fair value of $5,000,000, with 25% of the shares of restricted stock subject to the RSA scheduled to vest on February 15, 2026 and vesting thereafter at a rate of 6.25% per quarter. For fiscal 2025, Mr. Tamer also received a grant of PRSUs with a grant date fair value of $5,000,000, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. These PRSUs will be tested for vesting on February 15, 2028, and will have a multiplier provision up to 250% in the event of extraordinary performance. It currently is expected that no additional equity awards will be granted to Mr. Tamer prior to 2026. Mr. Tamer’s CEO Sign-On Award Additionally, Mr. Tamer received sign-on awards in the form of PRSUs and RSAs with an aggregate target grant date fair value of $30,000,000 (“Sign-On Award”), to support driving the Company’s strategy, aligning with shareholder returns, and in part to recognize equity awards that Mr. Tamer forfeited from his prior employer, Francisco Partners, a private equity firm. Approximately 33% of the Sign-On Award value, or $10,000,000, was granted as PRSUs with vesting tied to the Company’s year over year revenue growth (“Revenue Growth PRSU”). The Revenue Growth PRSUs are divided into four equal tranches and for each tranche, revenue growth will be measured by comparing organic revenue for that year to the revenue achieved in the prior year. At the time of the award, the first measuring period was fiscal 2025 as compared to fiscal 2024(1). The size of the revenue growth percentage determines the extent to which any tranche would be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche would occur 13-months following the annual measurement period for that tranche. Approximately 33% of the Sign-On Award value, or $10,000,000, was granted as PRSUs with vesting tied to the Company’s stock price appreciation. The actual number of shares that become eligible to vest, if any, will be determined by the achievement of performance goals for percentage increase of the Company’s share price during a six-year performance period starting on the start date. The share price for the starting point of the performance period will be the simple average of the closing Company share price for the trailing 60 trading days up to and including the day prior to the start date. Share price increase goal achievement will be measured based on the simple average of the closing Company share price for the trailing 60 trading days up to and including the measurement date. The number of shares that become eligible to vest can range from 25% of the target number of shares (at a 25% share price increase) to 250% of the target number of shares (at a 200% share price increase). Assuming achievement of the applicable increased share price goal, (a) 50% of the shares achieved will vest on the third anniversary of the start date, (b) 75% of the shares achieved but not yet paid out will vest on the fourth anniversary of the start date, (c) 100% of the shares achieved but not yet paid out will vest on the fifth anniversary of the start date, and (d) 100% of any remaining shares achieved but not yet paid out will vest on the sixth anniversary of the start date. Approximately 16.67%, or $5,000,000, of the Sign-On Award value was granted as a time-vesting RSA, with 25% of the shares of restricted stock subject to the RSA scheduled to vest on the first anniversary of the start date and vesting thereafter at a rate of 6.25% per quarter. Approximately 16.67%, or $5,000,000 of the Sign-On Award value was granted as PRSUs, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. The PRSUs will be tested for vesting on the third anniversary of the start date and will have a multiplier provision up to 250% in the event of extraordinary performance. CEO New Hire Compensation Summary

  22. Executive Summary

    | Compensation Element | Base Salary | CIP Target Bonus % of Earned Salary | Pro-Rated Fiscal 2024 Restricted Stock Award | Pro-Rated Fiscal 2024 TSR PRSU Award | Fiscal 2025 Restricted Stock Award | Fiscal 2025 TSR PRSU Award | Sign-On Revenue Growth PRSU Award | Sign-On Sustained Stock Price Appreciation Award | Sign-On TSR PRSU Award | Sign-On Restricted Stock Award | | Ford Tamer President, CEO & Director | $800,000 | 125% | $1,700,000 | $1,700,00 | $5,000,000 | $5,000,000 | $10,000,000 | $10,000,000 | $5,000,000 | $5,000,000 |

  23. Executive Summary

    Changes to Mr. Elashmawi’s Compensation for his service as Interim CEO. Following Mr. Elashmawi’s appointment as Interim CEO, Mr. Elashmawi’s annualized base salary was set at $650,000 and his CIP target bonus was set at 100% of his base salary, pro-rated for his period of service as our Interim CEO. Following Mr. Elashmawi’s return to his former position, in recognition of his continued contributions to the Company and to bring his compensation up to levels consistent with his experience and value to the Company, the Compensation Committee set his annualized base salary at $541,000. Mr. Elashmawi also received a retention RSU Award with a grant date fair value of $1,500,000, with one-third of these Retention RSUs vesting on January 1, 2025, and the remaining two-thirds vesting on January 1, 2026, as described in this CD&A. Following Mr. Tamer’s appointment, Ms. Luther’s departure, the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards that was conducted with the assistance of our independent compensation consultant, and to promote Executive Leadership stability, Mr. Elashmawi received an additional retention RSU with a grant date fair value of $1,200,000, with 50% of these Retention RSUs vesting on the anniversary of the grant date, and the remaining 50% vesting on the second anniversary of the grant date. Changes to Ms. Stevens’ Compensation for her service as Interim CFO. Following Ms. Stevens’ appointment as Interim CFO, she received a grant of RSUs with a grant date fair value of $1,500,000. The initial $500,000 has 50% of the shares vesting upon the first anniversary of the grant date and 50% of the shares vesting upon the second anniversary of the grant date; and the balance of $1,000,000 has 25% of the shares scheduled to vest on the first anniversary of the grant date and vesting thereafter at a rate of 6.25% per quarter. Ms. Stevens’ annualized base salary was set at $450,000 during her period of service as our Interim CFO and her CIP target bonus was set at 70% of her base salary, pro-rated for her period of service as our Interim CFO. Performance and Transition Equity Awards Revenue Growth PRSUs The Compensation Committee, working with its independent consultant, made the decision in June 2024 to grant Revenue Growth PRSUs to certain executive officers. These PRSUs were designed to align executive incentives with revenue growth by granting awards that pay out at or above target amounts only if revenue growth of 10% or greater is achieved and revenue growth exceeds the market benchmark. In addition, the Compensation Committee desired to provide additional unvested holding power to the recipient executive officers. The Revenue Growth PRSUs are divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the revenue achieved in the prior year. At the time of award, the first measuring period was fiscal 2025 as compared to fiscal 2024. The size of the revenue growth percentage determines the extent to which any tranche would be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche would occur 13-months following the annual measurement period for that tranche. On February 28, 2025, the Compensation Committee modified the performance periods and vesting for the Revenue Growth PRSU Awards granted to the Company’s executive officers in 2024 and the beginning of 2025 to align the Revenue Growth PRSU Awards with the Company’s growth strategy under the Company’s new executive team. The modified Revenue PRSUs continue to be divided into four equal tranches and for each tranche, revenue growth will still be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period for the modified Revenue Growth PRSU awards will be fiscal 2026 as compared to fiscal 2025 and the last measurement period will be fiscal 2029 as compared to fiscal 2028. Measurement and vesting for each tranche will occur on the later of the filing date of the Company’s Form 10-K for the applicable measurement period, or the date the Gartner Non-Memory Semiconductor Revenue Growth benchmark is published. All other terms of the Revenue Growth PRSU Awards including the size of the awards and performance criteria remain the same. The Compensation Committee believes that these long-term revenue stretch goals will drive Company growth objectives and long-term stockholder value. See Compensation Elements – Long Term Incentive Compensation in this CD&A for more information. Transition RSUs In fiscal 2024, after the departure of our former CEO, and again following the appointment of our new CEO, Ms. Luther’s departure, and the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards, the Compensation Committee approved RSU grants to motivate and retain members of our high-performing executive team during this critical transition period and to provide incentives aligned with the high expectations for our team. After completing a thorough market analysis of the retention holding power of these key executives’ existing equity awards with the assistance of the Committee’s independent compensation consultant, it was determined that such retention power was below market in the highly competitive industry in which we operate and considering our period of leadership transition. See Compensation Elements – Long Term Incentive Compensation in this CD&A for more information. As discussed above, the Compensation Committee provided these leadership transition equity awards to incentivize members of the Executive Leadership Team to remain with the Company during this period of transition, promote stability and a smooth leadership transition.

  24. Compensation Program Design

    Compensation Program Design Aligning Pay and Performance Our executive compensation program is driven by our pay-for-performance philosophy. As a result, we structure a significant portion of our Named Executive Officers’ target total direct compensation with variable elements tied to our performance. In addition, we set challenging target and threshold performance goals under our variable compensation plans to ensure that compensation is earned based upon exceptional performance against pre-established financial, operational and strategic goals. The following charts illustrate that a significant part of our Named Executive Officer’s (excluding our former CEO and former CFO) target total direct compensation for fiscal 2024 was “at-risk” variable compensation in the form of a target annual cash incentive opportunity, time-based RSAs, time-based RSUs, and PRSUs (totals in chart may not equal 100% due to rounding): In the case of our CEO, Mr. Tamer, over 99% of his target total direct compensation for fiscal 2024 was “at-risk” variable compensation with his base salary and cash incentive compensation accounting for less than 1% of his target total direct compensation. In the case of our other Named Executive Officers (excluding our former CEO and former CFO), on average 96% of their target total direct compensation for fiscal 2024 was “at-risk” variable compensation. Mr. Elashmawi’s compensation is included in the All Other NEOs chart. Executive Compensation-Related Policies and Practices We endeavor to align our executive compensation policies and practices with our governance standards. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related governance policies and practices that were in place in the fiscal year:

  25. Compensation Program Design

    | Stock Ownership Policy | We maintain stock ownership requirements for our CEO and our Section 16 officers, as well as for the non-employee members of our Board of Directors. | | Executive Compensation Recovery (“Clawback”) Policy | We maintain a clawback policy providing for the recovery of incentive compensation awarded or paid to our CEO and other executive officers in the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. | | No Stock Option Repricing | Our equity incentive plans expressly prohibit the repricing of stock options without stockholder approval. | | Hedging and Pledging Prohibitions | Our insider trading policy prohibits short sales, trading in derivative securities, entering into hedging transactions, pledging our securities as collateral for loans and holding our securities in margin accounts. | | “Double-Trigger” Change in Control Arrangements | Our change in control compensation arrangements generally are “double-trigger” arrangements that require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid. | | Limited Tax “Gross-Ups” | We do not provide any tax “gross-ups” that may arise due to the application of Sections 280G and 4999 of the Internal Revenue Code (the “Code”) to our executive officers. We do not provide any other tax “gross-ups” to our executive officers, other than in connection with standard relocation benefits. | | Succession Planning | We have an executive assessment process to ensure oversight of performance and maintain a consistent succession planning process. |

  26. Compensation Philosophy

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

  27. Compensation Philosophy

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

  28. Compensation Philosophy

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

  29. Compensation-Setting Process

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

  30. Compensation-Setting Process

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

  31. Compensation-Setting Process

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

  32. Compensation-Setting Process

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

  33. Compensation-Setting Process

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

  34. Compensation-Setting Process

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

  35. Compensation-Setting Process

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

  36. Compensation-Setting Process

    The terms of Semler Brossy’s engagement included reporting directly to the Compensation Committee chair. Semler Brossy also coordinated with our management for data collection and job matching for our executive officers. Additionally in 2024, Semler Brossy assisted the Board of Directors and Compensation Committee in determining the compensation for our current CEO, Ford Tamer. Semler Brossy also advised the Board of Directors and Compensation Committee in determining the compensation for Esam Elashmawi during his period of service as our Interim CEO, and for Tonya Stevens for her period of service as our Interim CFO. In fiscal 2024, Semler Brossy provided no other services to us. The Compensation Committee has evaluated its relationship with Semler Brossy to ensure that it believes that Semler Brossy is independent from management. This review process included a review of the services that Semler Brossy provided, the quality of those services and the fees associated with the services provided during fiscal 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Semler Brossy. Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the Compensation Committee considers in making its decisions with respect to the compensation of our executive officers. The compensation peer group that the Compensation Committee used to analyze the compensation of our executive officers and make its compensation decisions for fiscal 2024 was comprised of publicly traded technology companies who hire executive talent comparable to our executives. The Compensation Committee reviews our compensation peer group at least annually and adjusts its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In August 2024, the Compensation Committee determined no modifications were needed to the compensation peer group approved in August 2023, which consisted of the following companies:

  37. Compensation-Setting Process

    As part of its annual executive compensation review, the Compensation Committee used data gathered by Semler Brossy from the public filings of the companies in our compensation peer group, as well as data from special data cuts drawn from the Radford 2024 Global Technology Survey of companies that are similar to us in revenue, market capitalization and industry focus for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. This data permitted the Compensation Committee to evaluate the competitive market when formulating its recommendations for the total direct compensation package of our CEO and when determining the total direct compensation packages for our other executive officers, including base salary, target annual cash incentive awards and long-term incentive compensation.

  38. Compensation Elements

    The actual base salaries paid to our Named Executive Officers in fiscal 2024 are set forth in the “2024 Summary Compensation Table” below. Annual Corporate Incentive Compensation In fiscal 2024, we implemented an annual corporate incentive program in which all of our non-sales employees (including our Named Executive Officers) were eligible to participate to achieve our annual business goals. Although Mr. Nelson was our Senior Vice President, Worldwide Sales, he participated in our annual cash bonus program rather than our sales incentive plan in fiscal 2024. In November 2023, the Compensation Committee approved the 2024 Corporate Incentive Plan to provide incentives for these employees to meet or exceed the principal business objectives set forth in our fiscal 2024 annual operating plan. Under the 2024 Corporate Incentive Plan, annual incentive award payments were to be funded based on our level of achievement of pre-established corporate performance goals and then subject to adjustment for individual performance as described below. Target Annual Incentive Awards For purposes of the 2024 Corporate Incentive Plan, each Named Executive Officer’s target annual incentive award was to be based upon a specific percentage of his or her earned annual base salary. Each Named Executive Officer’s target annual incentive award (as a percentage of his or her base salary) for fiscal 2024 was (i) 125% of earned base salary for our current CEO and (ii) 85% of earned base salary for each of our other Named Executive Officers, provided that: Mr. Elashmawi’s 2024 Corporate Incentive Plan opportunity was earned on a prorated basis at 100% for his period of service as our Interim CEO and 85% for his period of service solely as Chief Strategy and Marketing Officer during 2024; and Ms. Stevens’ 2024 Corporate Incentive Plan opportunity was set at 70%, prorated basis for her period of service as our Interim CFO starting October 11, 2024 and 50% for her period of service solely as Corporate Controller. Our former CEO’s target was set at 130% of his base salary. Corporate Performance Objectives Each Named Executive Officer was eligible to receive an annual incentive award payment under the 2024 Corporate Incentive Plan based upon his or her individual performance and the attainment of one or more corporate performance components that were established by the Compensation Committee, and which related to both financial and operational objectives. In November 2023, the Compensation Committee selected three equally weighted performance components for the 2024 Corporate Incentive Plan: (i) non-GAAP operating income, (ii) revenue, and (iii) management objectives. The Compensation Committee believed these components were appropriate because, in its view, they continued to be the best indicators of successful execution of our annual operating plan and provided a strong emphasis on growth while managing expenses and strengthening our customer and employee relationships, which it believed would most directly influence the creation of sustainable long-term stockholder value. For purposes of the 2024 Corporate Incentive Plan:

  39. Compensation Elements

    For a reconciliation of GAAP to non-GAAP results, see Appendix A “Non-GAAP Reconciliation” to this proxy statement. The Compensation Committee established threshold, target, and maximum achievement levels for each of the two financial performance components. To the extent that performance for either component was below the threshold performance level, there would be no payment with respect to that component. In addition, the potential payment for any such component was capped at the maximum performance level. Achievement levels and payment percentages for performance between the threshold and maximum performance levels were set forth in a matrix approved by the Compensation Committee. Payment for performance at points between those reflected in the matrix were to be calculated using straight-line interpolation. The resulting performance levels for the two financial performance components were as follows:

  40. Non-GAAP Operating Income

    | Attainment vs. Plan | Amount | Payout Percentage | | Threshold | $166.3 million | 0% | | Maximum | $390.2 million | 200% |

  41. Revenue

    | Attainment vs. Plan | Amount | Payout Percentage | | Threshold | $594.0 million | 0% | | Maximum | $975.5 million | 200% |

  42. Revenue

    The Compensation Committee also determined that the minimum threshold for either the non-GAAP operating income component or the revenue component must be attained for there to be any payout with respect to the management objectives component. The management objectives component was based on the achievement of objectives related to (i) delivering fiscal gross margin above a pre-established target, including through average sales price expansion, (ii) expanding serviceable addressable market through successful execution of new product platforms, including the Lattice Avant(TM) product platform, and the build-out of a new product pipeline, (iii) delivering new products on a fast cadence and delivering certain application specific solutions to customers, (iv) driving revenue growth above a specified level through the achievement of certain design wins goals, (v) achieving industry leading employee engagement and retention, (vi) implementing initiatives that increase productivity within the Company, and (vii) demonstrating continued progress on Company Corporate Stewardship and ESG initiatives. These management objectives were chosen in order to drive the expansion of gross margin to achieve our target business model, meet execution commitments on our new product platform, deliver additional solution value to our customers, drive new product adoption in order to achieve future revenue targets, help enhance employee engagement and development, and further our Corporate Stewardship and ESG initiatives. Under the 2024 Corporate Incentive Plan, the maximum payout percentage for the non-GAAP operating income and revenue components was 200%, and the maximum payout percentage for the management objectives component was 200%. The total maximum payout under the 2024 Corporate Incentive Plan was 200%. Individual Performance In addition to our actual results as measured against the corporate performance objectives under the 2024 Corporate Incentive Plan, each Named Executive Officer’s, tentative annual incentive award payment was subject to a discretionary increase or decrease by up to 100% based on a general assessment of his or her individual contributions for the year. In the case of our CEO, this assessment is made by the independent members of our Board of Directors. In the case of each of our Named Executive Officers (other than our CEO), this assessment generally involved a review of his or her functional area for the year as well as consideration of his or her contributions to our overall financial and operational results. Annual Incentive Award Payments In February 2025, the Compensation Committee determined the annual incentive award payments for our Named Executive Officers for fiscal 2024. First, the Compensation Committee reviewed our performance with respect to each of the corporate performance components and determined the extent to which each objective was achieved for the year. Specifically, the Compensation Committee determined that our non-GAAP operating income for fiscal 2024 was approximately $128 million, our revenue for fiscal 2024 was approximately $509 million and, based on our achievement with respect to each of the pre-established management objectives for the year, our attainment level for the management objectives component was 57%. Based on these results, the Compensation Committee then determined the percentage achievement of each performance component and the corresponding weighted payment level, as follows:

  43. Revenue

    For fiscal 2024, the Compensation Committee determined that the minimum threshold was not met for Non-GAAP operating income and that the minimum threshold was not met for Revenue, and therefore, there was no payout to be made to our Named Executive Officers under the 2024 Corporate Incentive Plan. After the overall payment level for the corporate performance components under the 2024 Corporate Incentive Plan had been determined to be 0%, the Compensation Committee made no adjustments to the 2024 Corporate Incentive Plan payout for our Named Executive Officers. The Compensation Committee recommended to the independent members of our Board of Directors the annual incentive award payment for our current CEO set forth in the following table, which was subsequently approved by the independent members of our Board of Directors in February 2025. The annual incentive award payments to our Named Executive Officers were as follows:

  44. Revenue

    | (1) Mr. Tamer’s Target Award was based on 125% of his 2024 base salary, with any paid bonus prorated based on the number of days Mr. Tamer was employed as CEO during fiscal 2024. |

  45. Revenue

    As shown in the “2024 Summary Compensation Table” below, no annual incentive award payments were made to our Named Executive Officers for fiscal 2024. Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to incent and reward our Named Executive Officers to help drive long-term corporate performance based on the value of our common stock and, thereby, to align their interests with those of our stockholders. In fiscal 2024, these equity awards were granted in the form of PRSU awards and time-based RSU awards, and as part of our hiring of our new CEO, time-based RSAs. We believe that an appropriate mix of performance-based awards and time-based awards allow us to compete effectively in a highly competitive market and provide an appropriate long-term incentive for our Named Executive Officers. Typically, we have granted equity awards to our executive officers as part of the Compensation Committee’s annual review of executive compensation or in connection with new hires or promotions. To date, the Compensation Committee has not applied a rigid formula in determining the size of these equity awards. Instead, the Compensation Committee determines the amount of each equity award after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own equity awards), the amount of equity compensation held by each executive officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Annual Long-Term Incentive Compensation Review. In February 2024, our Board of Directors and Compensation Committee conducted its annual review of the long-term incentive compensation to our Named Executive Officers at that time. After taking into consideration a competitive market analysis prepared by Semler Brossy and the recommendations of our former CEO (except with respect to his own equity awards), as well as the factors described in the preceding paragraph, the Compensation Committee recommended the independent members of the Board of Directors grant equity awards to our former CEO, and granted equity awards to our Named Executive Officers, excluding Ms. Stevens, in the amounts set forth in the chart further below. Such equity grants included (1) a PRSU award with performance criteria based on our relative total stockholder return (“TSR”) in comparison to an index, and (2) an RSU award with time-based vesting requirements. The independent members of our Board of Directors subsequently approved the grant of the equity awards to our former CEO in February 2024. Revenue Growth PRSUs. On June 26, 2024, the Compensation Committee, working with its independent consultant, made the decision to grant a performance-based RSUs to certain executive officers to provide incentive to accelerate the company’s top-line revenue growth annually and to provide additional unvested holding power to the recipient executive officers, who have been successful in delivering both significant performance improvements Company-wide along with significant improvements in shareholder value. On February 28, 2025, the Compensation Committee modified the Revenue Growth PRSU Awards granted to the Company’s executive officers in 2024 and the beginning of 2025 to align with the Company’s growth strategy under the Company’s new executive team. See Fiscal 2024 Executive Compensation Highlights – Additional Compensation Actions in Fiscal 2024 for more information. Transition RSUs. On July 9, 2024, after the departure of our former CEO, and on December 17, 2024, after the hiring of our current CEO, Ms. Luther’s departure, and the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards, the Compensation Committee approved RSU grants to motivate and retain certain named executive officers during this critical transition period and to provide incentives aligned to the high expectations for our team. See Fiscal 2024 Executive Compensation Highlights – Additional Compensation Actions in Fiscal 2024 for more information. CEO New-Hire Long-Term Incentive Compensation. On September 16, 2024, after a review of market and compensation peer group data, the independent members of our Board of Directors, upon the recommendations of the Compensation Committee and the recommendations of our independent compensation consultant, granted new-hire equity awards to Mr. Tamer in the amounts set forth in the chart below as an incentive to join the Company, to provide strong long-term incentive growth objectives, and in part to offset forfeited awards from his previous employer. Such new-hire equity grants included RSAs with time-based vesting and PRSUs with performance criteria. See Fiscal 2024 Executive Compensation Highlights – Additional Compensation Actions in Fiscal 2024 for more information. The equity awards granted to our Named Executive Officers in fiscal 2024 were as follows:

  46. Revenue

    | Named Executive Officer | TSR Performance Restricted Stock Unit Award (target number of shares)(1) | TSR Performance Restricted Stock Unit Award (target value) | Revenue Growth Performance Restricted Stock Unit Award (target number of shares)(1) | Revenue Growth Performance Restricted Stock Unit Award (target value) | Stock Price Appreciation- Based PRSU (target number of shares) | Stock Price Appreciation- Based PRSU (target value) | Restricted Stock Award/ Restricted Stock Unit Award (number of shares)(1) | Restricted Stock Award/ Restricted Stock Unit Award (target value) | Aggregate Target Value of Award | | Mr. Tamer | 255,745 | $11,700,000 | 218,586 | $10,000,000 | 219,732 | $10,000,000 | 255,745(2) | $11,700,000(2) | $43,400,000 | | Mr. Elashmawi | 18,645 | $1,250,000 | 118,389 | $7,500,000 | | | 64,614 | $3,950,000 | $12,700,000 | | Ms. Stevens | | | | | | | 60,176 | $3,300,000 | $3,300,000 | | Mr. Desale | 18,645 | $1,250,000 | 130,322 | $8,300,000 | | | 79,442 | $4,750,000 | $14,300,000 | | Ms. Feanny | 14,916 | $1,000,000 | 94,711 | $6,000,000 | | | 49,657 | $3,000,000 | $10,000,000 | | Mr. Nelson | 18,645 | $1,250,000 | 118,389 | $7,500,000 | | | 61,140 | $3,750,000 | $12,500,000 | | Mr. Anderson(3) | 74,580 | $5,000,000 | | | | | 74,580 | $5,000,000 | $10,000,000 | | Ms. Luther(4) | 20,137 | $1,350,000 | 127,860 | $8,100,000 | | | 45,261 | $2,850,000 | $12,300,000 |

  47. Revenue

    | (2) Mr. Tamer received RSAs in connection with his hiring on September 16, 2024. He received 255,745 shares of restricted stock with a target value of $11,700,000. |

  48. Revenue

    PRSU Awards TSR-Based Performance Based Restricted Stock Unit Awards The TSR-Based PRSU awards granted to our Named Executive Officers in 2024 will vest on the third anniversary of the date of grant (or, in the case of certain TSR-Based PRSU awards granted to our new CEO, on February 15, 2028) based upon the total TSR of the Company relative to the Russell 3000 Index (the “Index”), an index that tracks the results of U.S. public companies and of which we are a constituent. The units granted will be tested for vesting on the third anniversary from the date of grant (or, in the case of certain TSR-Based PRSU awards granted to our new CEO, on the third anniversary of his start date) and will vest according to the following terms:

  49. Revenue

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

  50. Revenue

    | § If the relative TSR performance of our common stock achieves at least the threshold performance level, then the PRSUs will vest based on the following performance matrix: |

  51. Revenue

    | Company Performance (Percentile Ranking) | Percentage of Performance Shares Vesting (as a Percentage of the Target Number of PRSUs) | | Less than 26th Percentile | 0% | | 26th Percentile | 50% | | 55th Percentile | 100% | | 75th Percentile | 200%/CEO 250% |

  52. Revenue

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

  53. Revenue

    2024 Revenue Growth PRSU In June 2024, the Compensation Committee, working with its independent consultant, granted Revenue Growth PRSUs in the following amounts to: Ms. Luther, $8,100,000; Mr. Elashmawi, $7,500,000; Mr. Nelson, $7,500,000; Mr. Desale, $7,500,000; and Ms. Feanny, $6,000,000; and in September 2024, in connection with his hiring, the Board of Directors granted Revenue Growth PRSUs to: Mr. Tamer, $10,000,000. The Revenue Growth PRSUs were awarded to incentivize top-line revenue growth and enhance the holding power for each recipient executive officer. Each Revenue Growth PRSU is divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the highest revenue achieved in any prior year. On February 28, 2025, the Compensation Committee modified the performance periods and vesting of the Revenue Growth PRSU Awards granted to the Company’s executive officers in 2024 and 2025. The modified Revenue Growth PRSUs continue to be divided into four equal tranches and for each tranche, revenue growth will still be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period for the modified Revenue Growth PRSU awards will be fiscal 2026 as compared to fiscal 2025 and the last measurement period will be fiscal 2029 as compared to fiscal 2028. Measurement and vesting for each tranche will occur on the later of the filing date of the Company’s Form 10-K for the applicable measurement period, or the date the Gartner Non-Memory Semiconductor Revenue Growth benchmark is published. All other terms of the Revenue Growth PRSU Awards including the size of the awards and performance criteria remain the same. If there is inorganic revenue growth via an acquisition in a given year, such inorganic growth is excluded for both the first partial year and for the first full year, and is added following the second year. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest. This can range from 0% to 250%, with payment only possible with actual achievement of revenue growth that exceeds the Gartner Non-Memory Semiconductor Revenue Growth threshold. The Revenue Growth PRSUs can only fully vest over a five-year period from the initial grant date of the award, which is consistent with the principles the Compensation Committee desired in driving continued long-term revenue growth and maintaining sufficient unvested holding power to retain our executive officers in an increasingly competitive talent market. See 2024 Executive Compensation Highlights for more information. Previously Awarded Fiscal 2021 and 2022 Revenue Growth PRSU Awards In February 2021, Mr. Anderson, Mr. Elashmawi, Ms. Nelson, and Ms. Luther received a one-time, performance-based RSU. Determination and sizing of this award was based upon two guiding principles. As with the 2024 Revenue Growth PRSUs, these PRSUs were designed to align executive incentives with revenue growth by granting awards that pay out at or above target amounts if certain revenue growth targets are achieved. Each Revenue Growth PRSU was divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the highest revenue achieved in any prior year, beginning with Fiscal 2020. If there is inorganic revenue growth via an acquisition in a given year, that revenue is not counted until the year following the first full year of revenue is achieved for that acquisition. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest. This can range from 0% to 200%, with payment at or above 100% only possible with actual achievement of revenue growth consistent with the revenue growth of 10% or greater. Eligibility for vesting of any tranche occurs on the 13-month anniversary following the annual measurement period for that tranche. In February 2022, Ms. Feanny received a Revenue Growth PRSU Award divided in three equal tranches with the same terms and conditions as the 2021 Revenue PRSU Awards. For Ms. Feanny’s award, the first measurement period was fiscal 2022. In February 2023, the Compensation Committee determined the level of achievement with respect to the fiscal 2022 measurement period for the 2021 Revenue PRSU Awards granted to Mr. Elashmawi, Mr. Nelson, Mr. Anderson, and Ms. Luther and the 2022 Revenue PRSU Awards granted to Ms. Feanny. The Compensation Committee Chair determined that fiscal 2022 revenue grew 26.9% year over year and therefore, that 200% of the target number of PRSUs covered by fiscal 2022 of the awards became eligible to vest on January 31, 2024, 13 months after the fiscal 2022 measurement period.

  54. Revenue

    Stock Price Appreciation-Based PRSU The Stock Price Appreciation-Based PRSU awards granted to our CEO in 2024 will vest based upon the Company’s stock price appreciation as measured using a simple average of the stock price over a trailing 60 trading day period. The actual number of shares that become eligible to vest, if any, will be determined by the achievement of performance goals for percentage increase of the Company’s share price during a six-year performance period starting on the start date. The share price for the starting point of the performance period will be the simple average of the closing Company share price for the trailing 60 trading days up to and including the day prior to Mr. Tamer’s start date. Share price increase goal achievement will be measured based on the simple average of the closing Company share price for the trailing 60 trading days up to and including the measurement date. The number of shares that become eligible to vest can range from 25% of the target number of shares (at a 25% share price increase) to 250% of the target number of shares (at a 200% share price increase). Assuming achievement of the applicable increased share price goal, (a) 50% of the shares achieved will vest on the third anniversary of the start date, (b) 75% of the shares achieved but not yet paid out will vest on the fourth anniversary of the start date, (c) 100% of the shares achieved but not yet paid out will vest on the fifth anniversary of the start date, and (d) 100% of any remaining shares achieved but not yet paid out will vest on the sixth anniversary of the start date. Restricted Stock Unit Awards Our standard time-based RSU awards vest over a four-year period, with 25% of the units subject to the awards vesting on the first anniversary of the date of grant and the remaining units vesting at the rate of 6.25% of the total number of units subject to the awards as of the end of each three-month period thereafter, contingent upon the recipient’s continued service with us through each applicable vesting date. Upon vesting, the RSU awards may be settled by issuing that number of shares of our common stock that equal the number of units that have vested. In fiscal 2024, following the departure of the Chief Executive Officer, James Anderson, additional Transition RSU grants were made to motivate and retain members of our high-performing executive team during our critical transition period and to provide incentives aligned with our high expectations for our team. On July 9, 2024, the Compensation Committee, and in the case of our Mr. Elashmawi, then-Interim CEO, the Board of Directors, approved Transition RSU grants with grant date fair values of $1,500.000 to: Ms. Luther, Mr. Elashmawi, and Mr. Nelson each individually. One-third of these Transition RSUs vested on January 1, 2025, and the remaining two-thirds vest on January 1, 2026. Following the appointment of our new CEO, the departure of Ms. Luther, and the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards, on December 17, 2024, the Compensation Committee approved Transition RSU grants with the following grant date fair values: Mr. Elashmawi, $1,200,000; Mr. Nelson, $1,000,000; Mr. Desale, $3,500,000; and Ms. Feanny, $2,000,000. 50% of these Transition RSUs vest on the first anniversary of the grant date, and the remaining 50% of these Transition RSUs vest on the second anniversary of the grant date. Restricted Stock Awards The time-based RSAs granted to our CEO in 2024 vest over a four-year period, with 25% of the shares subject to the awards vesting on the first anniversary of the start date or vesting on February 15, 2026, as applicable, and the remaining shares vesting at the rate of 6.25% of the total number of shares subject to the awards as of the end of each three-month period thereafter, contingent upon continued employment as our CEO through each applicable vesting date. Upon vesting, the common stock shares granted under the RSAs are released from escrow.

  55. Employment Agreements

    Employment Agreements Each of our Named Executive Officers has entered into an employment agreement with the Company, except for Ms. Stevens, our Interim CFO through February 9, 2025, who is not party to an employment agreement. The Compensation Committee regularly reviews our form of employment agreement to align with current market practices. We believe these agreements provide for the best interests of the Company, support the retention of our Named Executive Officers, and help achieve consistency among similar officers. Each of these employment agreements provides for “at will” employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause) and sets forth the then current compensation arrangements for the Named Executive Officer, including a base salary and participation in our employee benefit programs. In addition, these employment agreements provide that our Named Executive Officers will be eligible to receive certain severance payments and benefits in connection with certain involuntary terminations of employment, including in connection with a change in control of the Company. These post-employment compensation arrangements are discussed in “Post-Employment Compensation” below. For detailed descriptions of the employment agreements we maintained with our Named Executive Officers during fiscal 2024, see “Potential Payments upon Termination or Change in Control” below.

  56. Post-Employment Compensation

    Post-Employment Compensation The employment agreements with our Named Executive Officers contain certain protections in the event of their involuntary termination of employment under specified circumstances, including following a change in control of the Company. These arrangements provide reasonable compensation to the Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation and release agreement acceptable to us as a condition to receiving post- employment compensation payments or benefits. We also believe that these arrangements help maintain their continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. In determining payment and benefit levels under the various circumstances triggering post-employment compensation provisions under the employment agreements of our Named Executive Officers, the Compensation Committee has drawn a distinction between (i) voluntary terminations of employment without good reason or terminations of employment for cause and (ii) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in light of the benefits described in the prior paragraphs, as well as the likelihood that the Named Executive Officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either performance challenges or an affirmative decision by the executive to end his or her relationship without fault by the Company. All payments and benefits that may be provided under a Named Executive Officer’s employment agreement in connection with a change in control of the Company are payable only if there is a subsequent loss of employment by the Named Executive Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement instead of a single-trigger arrangement (where the vesting acceleration would apply upon the change in control) to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. Ms. Stevens, who is not party to an employment agreement, is entitled to certain acceleration of vesting of outstanding equity awards in the event of a change in control, pursuant to the Company’s Equity Protection Policy applicable to certain Company executives. Upon an involuntary termination, as defined in the policy, immediately prior to the change of control extending through a date that is 24 months after a qualifying change in control, Ms. Stevens will immediately vest in all compensatory equity that vests solely based on continued service, including any performance-based compensatory equity. Equity that vests based on performance shall vest based on the terms of such awards; provided, however, if no treatment has been set forth in such award then for purposes of determining performance under any relative TSR awards outstanding on or granted prior to the effective date of the change in control, the ending average stock price will be determined as the price per share paid for the Company’s stock in the change in control and the peer group ending average stock price will be determined based on the average closing stock prices for the component members of the peer group for the 30-trading days ending prior to the date of the change in control. For purposes of any tranche where the determination period has not commenced as of the date of the public announcement of the proposed change in control, the Company stock price for the initial date of such determination period shall be deemed to be the price of the Company’s stock as of the date of the original performance grant, and applied to any tranches of the relative TSR awards that were eligible to vest for measurement periods ending on or after the date of the change in control and those tranches shall be converted to RSUs and will vest on the originally scheduled measurement dates, subject to Ms. Stevens remaining a service provider to the Company or its successor through such dates. In the event of a change in control of the Company, to the extent Section 280G or 4999 of the Code is applicable to a Named Executive Officer, such individual is entitled to receive either payment of the full amounts to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving the greatest after-tax amount. We do not use excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements in the event of a change in control of the Company is essential to attracting and retaining highly qualified executives. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For a summary of the material terms and conditions of the post-employment compensation arrangements we maintained with our Named Executive Officers during fiscal 2024, as well as an estimate of the potential payments and benefits that they would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on December 28, 2024, see “ Potential Payments Upon Termination or Change in Control ” below.

  57. Other Compensation Policies

    Other Compensation Policies Stock Ownership Policy Our Corporate Governance Policies include a requirement that our CEO must maintain ownership of shares of our common stock equal in value to three times his base salary, while our executive officers must maintain ownership of shares of our common stock equal in value to two times their base salary. For purposes of our policy, stock ownership includes all shares of our common stock owned outright by our CEO or an executive officer or held in trust for them or immediate family members but does not include any unvested (including unearned performance-based awards) or unexercised equity compensation awards. Our CEO has five years from the date of initial appointment to this position to attain this ownership level, while each of our executive officers has five years from the later of (i) the date the Section 16 Officer is appointed as a Section 16 Officer or (ii) the date of the amendment of our Corporate Governance Policies to attain their required ownership level. As of December 28, 2024, all of our executive officers are in compliance with our stock ownership policy or are within the phase-in period. Our Corporate Governance Policies include a requirement that the non-employee members of our Board Directors must maintain ownership of our common stock equal in value to five times his or her annual cash retainer for Board service (not inclusive of chair or committee retainers). New non-employee directors will have five years from the date of initial election to our Board of Directors to come into compliance with the ownership level. Compliance is tested annually at the time of our Annual Meeting of Stockholders. Any non-employee director who fails to meet the ownership requirement as of the applicable testing date is prohibited from any trading of their Company-granted shares of common stock until he or she comes into compliance. Following a failure to meet the ownership requirements, the non-employee director has three years to come into compliance. As of December 28, 2024, all of non-employee directors are in compliance with our stock ownership policy or are within the phase-in period. Hedging and Pledging Prohibitions Our Insider Trading Policy prohibits our employees (including our officers), the members of our Board of Directors and certain agents from engaging in short sales of our securities, transactions in publicly-traded options (such as puts and calls) or other derivative securities with respect to our securities, entering into hedging transactions, pledging our securities as collateral for loans and holding our securities in margin accounts. In addition, our Insider Trading Policy prohibits these individuals from trading our securities while in possession of material nonpublic information and trading the securities of our customers, suppliers, competitors, potential acquisitions or partners while in possession of material nonpublic information. Compensation Recovery Policy In 2023, the Company adopted an Executive Compensation Recovery (“Clawback”) Policy (the “Clawback Policy”) pursuant to the regulations mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq Listing Rule 5608. The Clawback Policy applies to certain incentive-based compensation that is received on or after October 2, 2023. The Clawback Policy requires the Company to recover certain excess incentive-based compensation from current and former executive officers if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws or as otherwise described in the Clawback Policy and paid during the three completed fiscal years immediately preceding the trigger date, as defined in the Clawback Policy. Recoverable compensation is defined in the Clawback Policy but generally includes any incentive-based compensation that was granted, earned or vested based wholly or in part upon attainment of any financial reporting measure, to the extent the amount actually received exceeds the amount that would have been received if the incentive-based compensation had been determined based on the restated financial statements. Prior to the adoption of the current Clawback Policy, we had previously adopted a clawback policy in our Corporate Governance Policies that continues to apply to compensation received prior to October 2, 2023. This prior policy provides that we will seek to recover, at the direction of the Compensation Committee after it has considered the costs and benefits of doing so, and to the extent permitted by applicable law, incentive compensation awarded or paid to an executive officer for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment. Where the result of a performance measure was considered in determining the compensation awarded or paid, but the incentive compensation was not awarded or paid based on a formula, the Compensation Committee will determine in its discretion the amount, if any, by which the payment or award should be reduced. In addition, if an executive officer engaged in intentional misconduct that contributed to the award or payment to such executive officer of a greater amount of incentive compensation than would have been paid or awarded in the absence of the misconduct, we may take other remedial and recovery action, as determined by the Compensation Committee in its discretion. Disclosure Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options or similar awards as part of our standard equity compensation programs. Certain performance-based restricted stock units awarded to Mr. Tamer have a stock price appreciation component, and were not granted within a period of four business days before or one business day after the filing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, other than the Form 8-K related to the appointment of Mr. Tamer as our CEO. No other named executive officer was awarded options or similar awards during the fiscal year ended December 28, 2024. We do not schedule equity award grants in anticipation of the release of material non-public information, nor do we time the release of material non-public information based on equity grant dates.

  58. Summary Compensation and Equity Tables

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Ford Tamer President & CEO | 2024 | 215,385 | $0 | 68,938,422 | | 0 | 1,173 | 69,154,980 | | | 2023 | | | | | | | | | | 2022 | | | | | | | | | Esam Elashmawi SVP Strategy & Marketing | 2024 | 550,450 | | 13,009,192 | | 0 | 19,572 | 13,579,214 | | | 2023 | 414,615 | | 3,121,435 | | 296,310 | 16,981 | 3,849,342 | | | 2022 | 395,133 | | 2,265,518 | | 530,043 | 15,856 | 3,206,550 | | Tonya Stevens Interim CFO | 2024 | 379,335 | | 3,249,454 | | 0 | 17,576 | 3,646,364 | | | 2023 | 337,118 | | 1,264,341 | | 118,680 | 16,363 | 1,736,502 | | | 2022 | 288,060 | | 685,525 | | 200,000 | 15,179 | 1,188,764 | | Pravin Desale SVP R&D | 2024 | 411,692 | | 14,889,855 | | 0 | 8,587 | 15,310,134 | | | 2023 | 115,385 | | 5,889,421 | | 81,508 | 5,313 | 6,091,626 | | | 2022 | | | | | | | | | Tracy Feanny SVP & General Counsel | 2024 | 390,579 | | 10,340,405 | | 0 | 17,480 | 10,748,464 | | | 2023 | 374,567 | | 2,482,800 | | 248,418 | 16,368 | 3,122,154 | | | 2022 | 346,083 | | 1,999,294 | | 464,581 | 14,715 | 2,824,673 | | Mark Nelson SVP Worldwide Sales | 2024 | 465,315 | | 12,791,129 | | 0 | 19,266 | 13,275,709 | | | 2023 | 446,295 | | 3,121,435 | | 295,834 | 17,688 | 3,881,252 | | | 2022 | 427,212 | | 2,265,518 | | 622,581 | 16,563 | 3,331,874 | | James R. Anderson Former President & CEO | 2024 | 325,865 | | 15,948,933 | | 0 | 13,154 | 16,287,952 | | | 2023 | 711,539 | | 12,897,726 | | 754,965 | 16,368 | 14,380,598 | | | 2022 | 664,500 | | 9,665,998 | | 1,307,682 | 15,243 | 11,653,423 | | Sherri Luther Former CFO | 2024 | 360,881 | | 12,516,855 | | 0 | 18,373 | 12,896,108 | | | 2023 | 428,563 | | 3,547,117 | | 284,130 | 17,688 | 4,277,498 | | | 2022 | 405,256 | | 2,831,937 | | 543,651 | 16,563 | 3,797,406 |

  59. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  60. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(1) | | | | Thresh- old ($) | Target ($) | Maxi- mum ($) | Thres- hold (#) | Target (#) | Maxi- mum (#) | | | | Ford Tamer President & CEO | | — | 258,462 | 0 | — | — | — | — | — | | | 9/16/2024 | — | — | — | — | — | — | 255,745 | $12,866,531 | | | 9/16/2024 | — | — | — | — | 255,745 | 639,363 | — | $24,943,990 | | | 9/16/2024 | — | — | — | — | 218,586 | 546,465 | — | $10,997,062 | | | 9/16/2024 | — | — | — | — | 219,732 | 549,330 | — | $20,130,839 | | Esam Elashmawi SVP Strategy & Marketing | | — | 459,850 | 0 | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | 18,645 | $1,365,560 | | | 2/16/2024 | — | — | — | — | 18,645 | 37,290 | — | $2,141,565 | | | 6/26/2024 | — | — | — | — | 118,389 | 295,973 | — | $6,692,530 | | | 7/9/2024 | — | — | — | — | — | — | 25,124 | $1,501,159 | | | 12/17/2024 | — | — | — | — | — | — | 20,845 | $1,308,441 | | Tonya Stevens Interim CFO | | — | 66,635 | 0 | — | — | — | — | — | | | 7/15/2024 | — | — | — | — | — | — | 21,918 | $1,311,414 | | | 10/31/2024 | — | — | — | — | — | — | 38,257 | $1,938,100 | | Pravin Desale SVP R&D | | — | 349,938 | 0 | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | 18,645 | $1,365,560 | | | 2/16/2024 | — | — | — | — | 18,645 | 37,290 | — | $2,141,565 | | | 2/16/2024 | — | — | — | — | 11,933 | 23,866 | — | $873,973 | | | 6/26/2024 | — | — | — | — | 118,389 | 295,973 | — | $6,692,530 | | | 12/17/2024 | — | — | — | — | — | — | 60,797 | $3,816,228 | | Tracy Feanny SVP General Counsel | | — | 331,992 | 0 | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | 14,916 | $1,092,448 | | | 2/16/2024 | — | — | — | — | 14,916 | 29,832 | — | $1,713,252 | | | 6/26/2024 | — | — | — | — | 94,711 | 236,778 | — | $5,354,013 | | | 12/17/2024 | — | — | — | — | — | — | 34,741 | $2,180,693 | | Mark Nelson SVP Worldwide Sales | | — | 395,518 | 0 | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | 18,645 | $1,365,560 | | | 2/16/2024 | — | — | — | — | 18,645 | 37,290 | — | $2,141,565 | | | 6/26/2024 | — | — | — | — | 118,389 | 295,973 | — | $6,692,530 | | | 7/9/2024 | — | — | — | — | — | — | 25,124 | $1,501,159 | | | 12/17/2024 | — | — | — | — | — | — | 17,370 | $1,090,378 | | James R. Anderson Former President & CEO | | — | 0 | 0 | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | 74,580 | $5,462,239 | | | 2/16/2024 | — | — | — | — | 74,580 | 186,450 | — | $10,486,694 | | Sherri Luther Former CFO | | — | 0 | 0 | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | 20,137 | $1,474,834 | | | 2/16/2024 | — | — | — | — | 20,137 | 40,274 | — | $2,312,936 | | | 6/26/2024 | — | — | — | — | 127,860 | 319,650 | — | $7,227,926 | | | 7/9/2024 | — | — | — | — | — | — | 25,124 | $1,501,159 |

  61. 2024 Grants of Plan-Based Awards Table

    | (1) Fair value as of the grant date was determined in accordance with ASC 718. The assumptions used to calculate the value of the awards are set forth in Note 11 in the Notes to Consolidated Financial Statements in our Annual Report. |

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

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Amounts in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for fiscal years 2022, 2023, and 2024 represent payments of awards under our Corporate Incentive Plan for each of those years. Each Named Executive Officer’s potential award was based on a specified percentage of his or her annual base salary and the potential award increases when and if a Named Executive Officer’s annual base salary increases. Payments under our Corporate Incentive Plan are made annually based on the achievement of the goals applicable to the year. Please see the section “Compensation Discussion and Analysis” above for more information about our Corporate Incentive Plan for fiscal 2024. Other elements of executive compensation include participation in a broad-based life and disability insurance program, broad-based medical benefits, and the ability to defer compensation pursuant to a broad-based 401(k) plan that provides matching contributions. The Company does not maintain a pension plan or any other defined benefit retirement plans. The Company provides certain supplemental life and disability insurance coverage to executive officers and certain other members of senior management. Because the Company negotiates these insurance arrangements on a bulk basis, such insurance coverage, whether issued on a group basis or individually underwritten, is obtained by the Company at rates that are likely to be better than those obtainable by individuals seeking comparable insurance coverage on their own. The premiums paid by the Company for such supplemental insurance are considered a taxable benefit to the employee. The principal equity components of our executive compensation are time-based RSUs and PRSUs, provided that in the case of our new CEO solely in connection with his hiring in fiscal 2024, RSAs. We believe that PRSUs align the appropriate incentives of our executives with the desired performance outcomes of the Company. We believe that time-based RSUs help us retain our executives by providing a means of retention and motivation for our executives and also align their interests with long-term stock price appreciation, while also ensuring that they receive some value from their equity awards since the RSUs will never be out of the money. These grants are intended to align the interests of our executives with those of our stockholders and we intend to continue our increased focus on this alignment. Since 2018, the Company has not issued stock options to our executives. During fiscal 2024, only Mr. Anderson, our former CEO, had stock options from grants prior to 2018. Those stock option grants had a per share exercise price equal to the fair market value of our stock on the date of grant and a seven-year term.

  63. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table

  64. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercis- able (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(**) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ford Tamer President & CEO | | | | | | | | 218,586(1) | 12,887,831 | | | | | | | | | | 255,745 | 15,078,725 | | | | | | | | | | 219,739(3) | 12,955,811 | | | | | | | | 255,745(4) | 15,078,725 | | | | Esam Elashmawi SVP Strategy & Marketing | | | | | | 784(5) | 46,225 | | | | | | | | | | | | 25,086(6) | 1,479,071 | | | | | | | | 4,429(7) | 261,134 | | | | | | | | | | | | 14,171(8) | 835,522 | | | | | | | | 7,734(9) | 455,997 | | | | | | | | | | | | 13,749(10) | 810,641 | | | | | | | | 18,645(11) | 1,099,309 | | | | | | | | | | | | 18,645(12) | 1,099,309 | | | | | | | | | | 118,389(13) | 6,980,215 | | | | | | | | 25,124(14) | 1,481,311 | | | | | | | | | | 20,844(15) | 1,228,962 | | | | Tonya Stevens Interim CFO | | | | | | 1,032(16) | 60,847 | | | | | | | | | | 4,648(17) | 274,046 | | | | | | | | | | 9,379(18) | 552,986 | | | | | | | | | | 21,918(19) | 1,292,285 | | | | | | | | | | 9,564(20) | 563,893 | | | | | | | | | | 28,693(21) | 1,691,739 | | | | Pravin Desale SVP R&D | | | | | | 18,758(22) | 1,105,972 | | | | | | | | | | | | 18,191(23) | 1,072,541 | | | | | | | | 18,645(24) | 1,099,309 | | | | | | | | | | | | 18,645(25) | 1,099,309 | | | | | | | | | | 11,933(26) | 703,570 | | | | | | | | | | 118,389(27) | 6,980,215 | | | | | | | | 60,797(28) | 3,584,591 | | | | Tracy Feanny SVP General Counsel | | | | | | 2,215(29) | 130,596 | | | | | | | | | | 1,071(30) | 63,146 | | | | | | | | | | | | 3,426(31) | 201,997 | | | | | | | | | | 15,943(32) | 939,999 | | | | | | | | 6,152(33) | 362,722 | | | | | | | | | | | | 10,936(34) | 644,787 | | | | | | | | 14,916(35) | 879,447 | | | | | | | | | | | | 14,916(36) | 879,447 | | | | | | | | | | 94,711(37) | 5,584,161 | | | | | | | | 34,741(38) | 2,048,329 | | |

  65. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercis- able (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(**) | 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 ($) | | Mark Nelson SVP Worldwide Sales | | | | | | 713(39) | 42,038 | | | | | | | | | | | | 22,807(40) | 1,344,701 | | | | | | | | 4,429(41) | 261,134 | | | | | | | | | | | | 14,171(42) | 835,522 | | | | | | | | 7,734(43) | 455,997 | | | | | | | | | | | | 13,749(44) | 810,641 | | | | | | | | 18,645(45) | 1,099,309 | | | | | | | | | | | | 18,645(46) | 1,099,309 | | | | | | | | | | 118,389(47) | 6,980,215 | | | | | | | | 25,124(48) | 1,481,311 | | | | | | | | | | 17,370(49) | 1,024,135 | | |

  66. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | ** The market value of shares that have not vested was determined based on the fair market value of the Company’s common stock as of December 28, 2024, the last business day of fiscal 2024. |

  67. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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

  68. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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

  69. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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

  70. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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

  71. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) These RSUs were granted on February 19, 2021. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  72. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) These performance RSUs were granted on February 19, 2021 and vest upon achievement of the performance conditions. |

  73. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) These RSUs were granted on February 18, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  74. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) These performance RSUs were granted on February 18, 2022 and vest upon achievement of the market conditions. |

  75. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) These RSUs were granted on February 17, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  76. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (10) These performance RSUs were granted on February 17, 2023 and vest upon achievement of the market conditions. |

  77. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (11) These RSUs were granted on February 16, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  78. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (12) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the market conditions. |

  79. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (13) These performance RSUs were granted on June 6,2024 and vest upon achievement of the performance conditions. |

  80. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (14) These RSUs were granted on July 9,2024. 1/3rd of the RSU grant vest on January 1, 2025, 2/3rd vest on January 1, 2026. |

  81. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (15) These RSUs were granted on December 17, 2024. The RSUs vest at the rate of 50% each year over a 2 year period. |

  82. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (16) These RSUs were granted on August 6, 2021. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  83. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (17) These RSUs were granted on August 5, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  84. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (18) These RSUs were granted on August 4, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  85. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (19) These RSUs were granted on July 15, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  86. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (20) These RSUs were granted on October 31, 2024. The RSUs vest at the rate of 50% each year over 2 year period. |

  87. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (21) These RSUs were granted on October 31, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  88. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (22) These RSUs were granted on September 11, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  89. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (23) These performance RSUs were granted on September 11, 2023 and vest upon achievement of the market conditions. |

  90. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (24) These RSUs were granted on February 16, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  91. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (25) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the market conditions. |

  92. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (26) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the performance conditions. |

  93. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (27) These performance RSUs were granted on June 26, 2024 and vest upon achievement of the performance conditions. |

  94. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (28) These RSUs were granted on December 17, 2024. The RSUs vest at the rate of 50% each year over 2 year period. |

  95. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (29) These RSUs were granted on November 3, 2021. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  96. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (30) These RSUs were granted on August 5, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  97. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (31) These performance RSUs were granted on February 18, 2022 and vest upon achievement of the market conditions. |

  98. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (32) These performance RSUs were granted on February 18, 2022 and vest upon achievement of the performance conditions. |

  99. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (33) These RSUs were granted on February 17, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  100. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (34) These performance RSUs were granted on February 17, 2023 and vest upon achievement of the market conditions. |

  101. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (35) These RSUs were granted on February 16, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  102. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (36) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the market conditions. |

  103. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (37) These performance RSUs were granted on June 6, 2024 and vest upon achievement of the performance conditions. |

  104. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (38) These RSUs were granted on December 17, 2024. The RSUs vest at the rate of 50% each year over 2 year period. |

  105. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (39) These RSUs were granted on February 19, 2021. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  106. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (40) These performance RSUs were granted on February 19, 2021 and vest upon achievement of the performance conditions. |

  107. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (41) These RSUs were granted on February 18, 2022. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  108. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (42) These performance RSUs were granted on February 18, 2022 and vest upon achievement of the market conditions. |

  109. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (43) These RSUs were granted on February 17, 2023. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  110. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (44) These performance RSUs were granted on February 17, 2023 and vest upon achievement of the market conditions. |

  111. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (45) These RSUs were granted on February 16, 2024. The RSUs vest at the rate of 25% of the total RSUs as of one year from the grant date, and at the rate of 6.25% of the total RSUs as of the end of each three-month period thereafter. |

  112. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (46) These performance RSUs were granted on February 16, 2024 and vest upon achievement of the market conditions. |

  113. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (47) These performance RSUs were granted on June 26, 2024 and vest upon achievement of the performance conditions. |

  114. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (48) These RSUs were granted on July 9, 2024. 1/3rd of the RSU grant vest on January 1, 2025, 2/3rd vest on January 1, 2026. |

  115. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (49) These RSUs were granted on December 17, 2024. The RSUs vest at the rate of 50% each year over a 2 year period. |

  116. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  117. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ford Tamer President & CEO | — | — | 255,745 | 12,866,531 | | Esam Elashmawi SVP Strategy & Marketing | — | — | 64,687 | 4,310,447 | | Tonya Stevens Interim CFO | — | — | 10,160 | 543,021 | | Pravin Desale SVP R&D | — | — | 8,527 | 413,117 | | Tracy Feanny SVP General Counsel | — | — | 26,338 | 1,600,022 | | Mark Nelson SVP Worldwide Sales | — | — | 59,840 | 3,987,183 | | James Anderson Former President & CEO | 174,363 | 11,240,065 | 268,280 | 18,449,333 | | Sherri Luther Former CFO | — | — | 70,689 | 4,757,180 |

  118. 2024 Option Exercises and Stock Vested Table

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

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

    Potential Payments upon Termination or Change-in-Control Employment Agreement with Ford Tamer In connection with his hiring, the Company entered into an employment agreement with Mr. Tamer effective September 16, 2024. Under the terms of the agreement, in the event of an Involuntary Termination (which is defined as termination of his employment by the Company without Cause (as defined in the agreement) or by Mr. Tamer for Good Reason (as defined in the agreement)), Mr. Tamer will receive the following severance payments and benefits:

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

    | § a lump sum payment equal to Mr. Tamer’s then base salary, plus an amount equal to the annual incentive payment that Mr. Tamer would have earned had his employment continued through the end of the fiscal year in which the Involuntary Termination occurs, with such amount to be estimated reasonably and in good faith by the Company’s finance group at the time of the Involuntary Termination based on the anticipated actual payout as of the end of the fiscal year based on the performance of the Company; |

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

    | § if Mr. Tamer elects to continue health insurance coverage under COBRA, reimbursement of the monthly COBRA premium for him and his eligible covered dependents until the earliest of 12 months after the termination date, the date he commences receiving substantially equivalent coverage in connection with new employment or the date he is no longer entitled to continuation coverage under the Company’s group health plan; and |

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

    | § acceleration of the vesting of Mr. Tamer equity awards with respect to an additional number of shares of Company common stock as if Mr. Tamer had continued service with the Company for an additional 12 months following the date of his Involuntary Termination; provided that, with respect to the RSAs granted to Mr. Tamer pursuant to his employment agreement, if such Involuntary Termination occurs before the second anniversary of Mr. Tamer’s start date of employment with the Company, Mr. Tamer will receive acceleration of the vesting of such RSAs as if Mr. Tamer had continued service with the Company for an additional 24 months following the date of his Involuntary Termination, and with any performance-based equity awards vesting by reason of a determination/testing date falling within the 12-month period following the date of the Involuntary Termination vesting at the target amount (i.e., at the 100% vesting level for the applicable determination/testing date). |

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

    If the Involuntary Termination occurs in connection with a change in control (which includes an Involuntary Termination that occurs during the period beginning 90 days prior to the change in control and ending 24 months following the change in control), then Mr. Tamer will fully vest in all his outstanding equity awards and the amount of the lump sum cash severance payment described in the first bullet above will be increased to two times his then base salary, plus two times his then target bonus amount. In order to receive the severance payments and benefits described above, Mr. Tamer is required to timely sign and not revoke a separation agreement and release of claims and to continue to comply with the post-employment non-solicitation and non-disparagement covenants in the agreement. In the event any payments or benefits to be provided to Mr. Tamer (including any severance payments or benefits under the agreement) are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code as a result of such payments or benefits being classified as “parachute payments” under Section 280G of the Internal Revenue Code, such payments and benefits will either be paid in full or reduced to a lesser that would result in no portion of such payments and benefits being subject to the excise tax, whichever would entitle Mr. Tamer to receive the greatest after-tax amount. In the event of a change in control:

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

    | § Mr. Tamer’s equity awards that vest based on performance will vest based on the terms of such awards, provided that if no treatment has been set forth in such award then for purposes of determining performance under any relative TSR awards outstanding on or granted after the effective date of the agreement, then (i) the ending average stock price will be determined as the price per share paid for the Company’s stock in the change in control and the peer group ending average stock price will be determined based on the average closing stock prices for the component members of the peer group for the 30-trading days ending prior to the date of the change in control, (ii) for purposes of any tranche where the determination period has not commenced as of the date of the public announcement of the proposed change in control, the Company stock price for the initial date of such determination period will be deemed to be the price of the Company’s stock as of the date of the original performance grant, and (iii) this calculation will be applied to any tranches of the relative TSR awards that were eligible to vest for measurement periods ending on or after the date of the change in control and those tranches will be converted to RSUs and will vest on the originally scheduled measurement dates, subject to Mr. Tamer remaining a service provider to the Company or its successor through such dates and such awards being afforded the same protection under the agreement as equity awards that vest solely based on service; and |

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

    For purposes of Mr. Tamer’s employment agreement, “Cause” means material breach of the agreement that is not corrected within a 30-day correction period that begins upon delivery to Mr. Tamer of a written demand from the Company that describes the basis for the Company’s belief that Mr. Tamer has materially breached the agreement, to include (i) Mr. Tamer’s willful and continued failure to perform the lawful and reasonable duties and responsibilities of his position; (ii) any act of dishonesty with the intention or reasonable expectation of personal enrichment; (iii) Mr. Tamer’s conviction of a felony; (iv) any tortious or unlawful act that causes or reasonably could cause material harm to the Company; (v) any willful unauthorized use or disclosure of trade secrets or other confidential information; (vi) breach of any fiduciary duty owed to the Company that has or could reasonably be expected to have a material detrimental effect on the Company’s reputation or business; (vii) any refusal to comply with the reasonable and lawful instructions of the board of directors, to including obstructing or impeding investigations; (viii) material breach of any written Company policy or of the Company’s written code of conduct. For purposes of Mr. Tamer’s employment agreement, “Good Reason” means the occurrence of any of the following, without Mr. Tamer’s express written consent: (i) a material diminution of Mr. Tamer’s duties, responsibilities, or authority; (ii) a material diminution of Mr. Tamer’s base salary or target bonus amount, other than a one-time reduction of less than 25% that also is applied equally to all other executive officers of the Company; (iii) the Company’s material breach of the agreement or any equity award agreement; (iv) the Company requiring Mr. Tamer to relocate his primary place of employment to a facility or location that is more than 30 miles from his principal place of employment as of the effective date of the agreement; provided, however, that Mr. Tamer will only have Good Reason if (x) he notifies the board of directors in writing of the existence of the condition which he believes constitutes Good Reason within 90 days of the initial existence of such condition (which notice specifically identifies such condition), (y) the Company fails to remedy such condition within 30 days after the date on which the board of directors receives such notice, and (z) his resignation is effective within 30 days after the expiration of such 30-day remedial period. Employment Agreements with Other Named Executive Officers The following paragraphs describe the terms of the employment agreements between the Company and each of Mr. Desale, Mr. Elashmawi, Ms. Feanny, and Mr. Nelson that provide for payment of benefits to our Named Executive Officers at, following, or in connection with, any termination of such Named Executive Officer’s employment with the Company. The terms of the employment agreements between the Company and each of Mr. Anderson and Ms. Luther are omitted as such former executives were no longer with the Company at the end of fiscal 2024. Ms. Stevens, our Interim CFO through February 9, 2025, did not have an employment agreement with the Company in fiscal 2024. The Company entered into employment agreements with Mr. Desale in September 2023, Mr. Elashmawi in September 2018, Ms. Feanny in November 2021, and Mr. Nelson in January 2019, in connection with hiring each of them or their continuing employment. Mr. Elashmawi’s and Mr. Nelson’s agreement was amended in 2020 to align with our current form of agreement that was amended in 2020. Under the terms of each of these employment agreements, in the event of an Involuntary Termination (which is defined as termination of the applicable Named Executive Officer’s employment by the Company without Cause (as defined in the agreement) or by the Named Executive Officer for Good Reason (as defined in the agreement)), the Named Executive Officer will receive the following severance payments and benefits:

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

    | § a lump sum payment equal to the Named Executive Officer’s then base salary, plus the Named Executive Officer’s then target bonus amount (adjusted pro rata on a monthly basis depending upon the month in which the Involuntary Termination occurs and for the amount estimated by the Company’s finance group to be the anticipated bonus plan payment percentage based on the performance of the Company anticipated for the applicable fiscal year); and |

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

    | § if the Named Executive Officer elects to continue health insurance coverage under COBRA, reimbursement of the monthly COBRA premium for the Named Executive Officer and his or her eligible covered dependents until the earliest of 12 months after the termination date, the date he or she commences receiving substantially equivalent coverage in connection with new employment or the date he or she is no longer entitled to continuation coverage under the Company’s group health plan. |

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

    If the Involuntary Termination occurs in connection with a change in control (which includes an Involuntary Termination that occurs during the period beginning immediately prior to the change in control and ending 24 months following the change in control), then the Named Executive Officer will fully vest in all his or her outstanding equity awards that vest solely based on continued service (including any equity awards after giving effect to the treatment of equity awards in the event of a change in control described below), and the amount of the lump sum cash severance payment described in the first bullet above will be increased to his or her base salary, plus 100% of his or her then target bonus amount (without any pro rationing or other adjustment). In order to receive the severance payments and benefits described above, the Named Executive Officer is required to timely sign and not revoke a separation agreement and release of claims and to continue to comply with the post-employment non-solicitation and non-disparagement covenants in the agreement. In the event the severance payments or benefits under the agreement, and any other payments or benefits, to be provided to the Named Executive Officer are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code as a result of such payments or benefits being classified as “parachute payments” under Section 280G of the Internal Revenue Code, such payments and benefits will either be paid in full or reduced to a lesser that would result in no portion of such payments and benefits being subject to the excise tax, whichever would entitle the Named Executive Officer to receive the greatest after-tax amount. In the event of a change in control, the Named Executive Officer’s equity awards that vest based on performance will vest based on the terms of such awards, provided that if no treatment has been set forth in such award then for purposes of determining performance under any relative TSR awards outstanding on or granted after the effective date of the agreement, then (i) the ending average stock price will be determined as the price per share paid for the Company’s stock in the change in control and the peer group ending average stock price will be determined based on the average closing stock prices for the component members of the peer group for the 30-trading days ending prior to the date of the change in control, (ii) for purposes of any tranche where the determination period has not commenced as of the date of the public announcement of the proposed change in control, the Company stock price for the initial date of such determination period will be deemed to be the price of the Company’s stock as of the date of the original performance grant, and (iii) this calculation will be applied to any tranches of the relative TSR awards that were eligible to vest for measurement periods ending on or after the date of the change in control and those tranches will be converted to restricted stock units and will vest on the originally scheduled measurement dates, subject to the Named Executive Officer remaining a service provider to the Company or its successor through such dates and such awards being afforded the same protection under the agreement as equity awards that vest solely based on service. For purposes of the employment agreements with Mr. Desale, Mr. Elashmawi, Mr. Nelson, and Ms. Feanny, “Cause” means (i) the applicable Named Executive Officer’s material breach of the agreement that is not corrected within a 30-day correction period that begins upon delivery to the Named Executive Officer of a written demand from the Company that describes the basis for the Company’s belief that the Named Executive Officer has materially breached the agreement; (ii) any refusal to comply with the reasonable and lawful instructions of the board of directors; (iii) any willful act of fraud or dishonesty that causes material damage to the Company; (iv) any willful violation of the Company’s insider trading policy; (v) any willful violation of the Company’s conflict of interest policies; (vi) any willful unauthorized use or disclosure of trade secrets or other confidential information; or (vii) the Named Executive Officer’s conviction of a felony. For purposes of the employment agreements with Mr. Desale, Mr. Elashmawi, Mr. Nelson, and Ms. Feanny, “Good Reason” means the occurrence of any of the following, without the applicable Named Executive Officer’s express written consent: (i) a material diminution of the Named Executive Officer’s duties or responsibilities; (ii) a material diminution of the Named Executive Officer’s base salary or target bonus amount that also is applied to substantially all other executive officers of the Company on the approval of the board of directors if the Named Executive Officer’s reduction is substantially proportionate to, or no greater than (on a percentage basis), the reduction applied to substantially all other executive officers; (iii) the Company’s material breach of the agreement; or (iv) the Company requiring the Named Executive Officer to relocate his or her primary place of employment to a facility or location that is more than 30 miles from his or her principal place of employment as of the effective date of the agreement; provided, however, that the Named Executive Officer will only have Good Reason if (i) he or she notifies the board of directors in writing of the existence of the condition which he or she believes constitutes Good Reason within 90 days of the initial existence of such condition (which notice specifically identifies such condition), (ii) the Company fails to remedy such condition within 30 days after the date on which the board of directors receives such notice, and (iii) his or her resignation is effective within 30 days after the expiration of such 30-day remedial period. Equity Award Agreements The award agreements governing the relative TSR PRSU awards granted to our Named Executive Officers each provide that in the event of a change in control that occurs before the end of the performance period, then (i) the performance period will be shortened so that it ends on the date of the change in control, with the ending stock price for purposes of determining the Company’s TSR equal to the price per share paid for the Company’s stock in the change in control and the ending stock price for purposes of determining the TSR of each member of the peer group equal to the average closing stock prices for such company’s stock for the 30-calendar days on the date of the change in control, and (ii) the number of PRSUs that become eligible to vest based on the relative TSR for such adjusted performance period will vest on the last day of the originally scheduled performance period, subject to the applicable Named Executive Officer remaining a service provider to the Company or its successor. The award agreements governing the Revenue Growth PRSUs granted to our Named Executive Officers each provide that in the event of a change in control that occurs before the end of the performance period, then the number of PRSUs that become eligible to vest will be equal to the target number of PRSUs, and such PRSUs will vest on the originally scheduled measurement dates, subject to the applicable Named Executive Officer remaining a service provider to the Company or its successor. Equity Protection Policy

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

    Ms. Stevens is entitled to certain acceleration of vesting of outstanding equity awards in the event of a change in control, pursuant to the Company’s Equity Protection Policy applicable to certain Company executives. Upon an involuntary termination, as defined in the policy, immediately prior to the change of control extending through a date that is 24 months after a qualifying change in control, Ms. Stevens will immediately vest in all compensatory equity that vests solely based on continued service, including any performance-based compensatory equity. Equity that vests based on performance shall vest based on the terms of such awards; provided, however, if no treatment has been set forth in such award then for purposes of determining performance under any relative TSR awards outstanding on or granted prior to the effective date of the change in control, the ending average stock price will be determined as the price per share paid for the Company’s stock in the change in control and the peer group ending average stock price will be determined based on the average closing stock prices for the component members of the peer group for the 30-trading days ending prior to the date of the change in control. For purposes of any tranche where the determination period has not commenced as of the date of the public announcement of the proposed change in control, the Company stock price for the initial date of such determination period shall be deemed to be the price of the Company’s stock as of the date of the original performance grant, and applied to any tranches of the relative TSR awards that were eligible to vest for measurement periods ending on or after the date of the change in control and those tranches shall be converted to RSUs and will vest on the originally scheduled measurement dates, subject to Ms. Stevens remaining a service provider to the Company or its successor through such dates. The following table provides information regarding the amounts that would have been owed to our Named Executive Officers who were employed by the Company at fiscal year-end if (i) their employment with the Company had been terminated or (ii) a change in control occurred, in each case as of the last day of fiscal 2024.

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

    | Name | Basis of Payment | Cash Severance ($) | Continuation of Insurance Benefit ($) | Vesting of Equity Awards ($)(1) | Total ($) | | Ford Tamer President & CEO | Involuntary Termination Not in Connection With a Change in Control | 1,760,000 | 29,059 | 2,698,363 | 4,487,422 | | | Involuntary Termination in Connection With a Change in Control | 3,520,000 | 29,059 | 56,001,092 | 59,550,151 | | Esam Elashmawi SVP Strategy & Marketing | Involuntary Termination Not in Connection With a Change in Control | 1,000,850 | 36,160 | | 1,037,010 | | | Involuntary Termination in Connection With a Change in Control | 1,000,850 | 36,160 | 15,777,696 | 16,841,706 | | Tonya Stevens Interim CFO | Involuntary Termination Not in Connection With a Change in Control | | | | | | | Involuntary Termination in Connection With a Change in Control | | | 4,435,797 | 4,435,797 | | Pravin Desale SVP R&D | Involuntary Termination Not in Connection With a Change in Control | 769,600 | 38,701 | | 808,301 | | | Involuntary Termination in Connection With a Change in Control | 769,600 | 38,701 | 15,645,508 | 16,453,809 | | Tracy Feanny SVP General Counsel | Involuntary Termination Not in Connection With a Change in Control | 728,282 | 40,556 | | 768,838 | | | Involuntary Termination in Connection With a Change in Control | 728,282 | 40,556 | 11,734,632 | 12,503,470 | | Mark Nelson SVP Worldwide Sales | Involuntary Termination Not in Connection With a Change in Control | 869,840 | 36,160 | | 906,001 | | | Involuntary Termination in Connection With a Change in Control | 869,840 | 36,160 | 15,434,313 | 16,340,314 |

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

    | (1) The value of each Named Executive Officer’s equity award vesting acceleration benefit in connection with a qualifying termination of the Named Executive Officer’s employment or the Named Executive Officer’s performance-based awards becoming subject only to time-based vesting upon a change in control, as applicable, is calculated as the number of shares covered by the portions of the Named Executive Officer’s equity awards that are subject to such acceleration or that are eligible to vest following such change in control, as applicable, multiplied by the closing price of our common stock on December 28, 2024 (the last trading day in fiscal 2024), which was $58.96 per share. |

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

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

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

    | (3) Represents value of certain of each Named Executive Officer’s outstanding performance-based equity awards becoming subject only to time-based vesting upon a change in control as described above under the sections titled “Potential Payments upon Termination or Change-in-Control – Employment Agreement with Ford Tamer”, “Potential Payments upon Termination or Change-in-Control – Employment Agreement with Other Named Executive Officers”, and “Potential Payments upon Termination or Change-in-Control – Equity Award Agreements”. |

  134. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As required by the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. In fiscal 2024, three individuals held the position of CEO of the Company: Mr. Anderson from January 1, 2024 through June 2, 2024, when Mr. Anderson resigned his position, Mr. Elashmawi as our Interim CEO from June 3, 2024 through September 15, 2024, and Mr. Tamer, our current CEO, from September 16, 2024 through December 28, 2024. For the purposes of this calculation, their compensation for the period when they each served as CEO during 2024 was combined and calculated in a manner consistent with that used for the Summary Compensation Table. We pro-rated Mr. Tamer’s and Mr. Elashmawi’s salary, bonus, and 401(k) plan matching contribution, and Mr. Tamer’s equity-based incentive compensation that includes certain promotional awards that is described under “Long Term Incentives” in the CD&A. Due to the new-hire awards of Mr. Tamer, the CEO’s total compensation and accompanying pay ratio as disclosed here is not reflective of what we would expect CEO compensation to be in future years. To identify the “median employee” from our employee population, we determined that, as of the last day of fiscal 2024, our employee population consisted of approximately 1,110 individuals working at our parent company and consolidated subsidiaries. We selected simplified total compensation, measured using our internal payroll and accounting records for fiscal 2024, as the most appropriate measure of compensation. Simplified total compensation consists of the sum of the three major pay elements received by all employees in fiscal 2024: (1) salary or base pay paid during fiscal 2024; (2) non-equity incentive plan compensation (which consists of bonus payments paid under the Corporate Incentive plan or Sales Incentive Play), during fiscal 2024; and (3) equity compensation, which consists of the grant date fair value of equity compensation awards granted during fiscal 2024 calculated according to ASC Topic 718, excluding any estimated forfeitures. This calculation was performed for all employees of the Company as of December 28, 2024, excluding Mr. Anderson, Mr. Elashmawi, and Mr. Tamer, each for the period during which they were serving as our CEO. We identified four individuals who would qualify as our median employee and, in our reasonable estimate, used an average of their annual total compensation. For fiscal 2024, our last completed fiscal year:

  135. CHIEF EXECUTIVE OFFICER PAY RATIO

    | § The median of the annual total compensation of all employees of our company (other than our CEOs), was $72,378. |

  136. CHIEF EXECUTIVE OFFICER PAY RATIO

    | § The annualized annual total compensation of our CEOs, including significant hiring grants for our new CEO that occurred in fiscal 2024, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K and based on compensation provided to each individual for the time he served as our CEO during fiscal 2024, was $93,990,593. |

  137. PAY VERSUS PERFORMANCE DISCLOSURE

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

  138. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compen- sation Table Total for James R. Anderson 1 ($) | Compen - sation Actually Paid to James R. Anderson 1,2,3 ($) | Summary Compen- sation Table Total for Esam Elashmawi 1 ($) | Compen- sation Actually Paid to Esam Elashmawi 1,2,3 ($) | Summary Compen- sation Table Total for Ford Tamer 1 ($) | Compen- sation Actually Paid to Ford Tamer 1,2,3 ($) | Average Summary Compen- sation Table Total for Non-PEO NEOs (1) ($) | Average Compen- sation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | TSR Percentile Rank Relative to the Russell 3000 Index 5 | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 16,287,952 | (21,719,177) | 13,579,214 | 4,114,264 | 69,154,980 | 56,448,465 | 10,446,083 | 1,955,462 | 306.60 | 294.12 | 61.1 | 27 th percentile | | 2023 | 14,379,579 | 22,039,109 | 0 | 0 | 0 | 0 | 4,523,440 | 5,492,714 | 358.76 | 237.57 | 259.1 | 43 rd percentile | | 2022 | 11,653,423 | 8,548,319 | 0 | 0 | 0 | 0 | 3,395,414 | (392,017) | 337.39 | 142.26 | 178.9 | 59 th percentile | | 2021 | 18,387,422 | 70,640,501 | 0 | 0 | 0 | 0 | 4,764,499 | 15,839,660 | 400.73 | 218.45 | 95.9 | 89 th percentile | | 2020 | 7,226,551 | 49,899,940 | 0 | 0 | 0 | 0 | 2,356,257 | 15,086,398 | 238.27 | 152.93 | 47.4 | 93 rd percentile |

  139. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) James R. Anderson, Esam Elashmawi, and Ford Tamer were our PEOs for year 2024, with James R. Anderson being the PEO from 2020 to 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  140. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Sherri Luther | Sherri Luther | Sherri Luther | Sherri Luther | Sherri Luther | | Esam Elashmawi | Esam Elashmawi | Esam Elashmawi | Esam Elashmawi | Mark Nelson | | Stephen Douglass | Stephen Douglass | Stephen Douglass | Mark Nelson | Pravin Desale | | Mark Nelson | Mark Nelson | Mark Nelson | Pravin Desale | Tracy Feanny | | | | | | Tonya Stevens |

  141. PAY VERSUS PERFORMANCE DISCLOSURE

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

  142. PAY VERSUS PERFORMANCE DISCLOSURE

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

  143. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for James R. Anderson ($) | Exclusion of Stock Awards for James R. Anderson ($) | Inclusion of Equity Values for James R. Anderson ($) | Compensation Actually Paid to James R. Anderson ($) | | 2024 | 16,287,952 | (15,948,933) | (22,058,196) | (21,719,177) |

  144. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Esam Elashmawi ($) | Exclusion of Stock Awards for Esam Elashmawi ($) | Inclusion of Equity Values for Esam Elashmawi ($) | Compensation Actually Paid to Esam Elashmawi ($) | | 2024 | 13,579,214 | (13,009,192) | 3,544,242 | 4,114,264 | | Year | Summary Compensation Table Total for Ford Tamer ($) | Exclusion of Stock Awards for Ford Tamer ($) | Inclusion of Equity Values for Ford Tamer ($) | Compensation Actually Paid to Ford Tamer ($) | | 2024 | 69,154,980 | (68,938,422) | 56,231,907 | 56,448,465 |

  145. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 10,446,083 | (10,107,649) | 1,617,028 | 1,955,462 |

  146. PAY VERSUS PERFORMANCE DISCLOSURE

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

  147. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for James R. Anderson ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for James R. Anderson ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for James R. Anderson ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for James R. Anderson ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for James R. Anderson ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for James R. Anderson ($) | Total - Inclusion of Equity Values for James R. Anderson ($) | | 2024 | — | — | — | (11,372) | (22,046,824) | — | (22,058,196) | | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Esam Elashmawi ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Esam Elashmawi ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Esam Elashmawi ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Esam Elashmawi ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Esam Elashmawi ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Esam Elashmawi ($) | Total - Inclusion of Equity Values for Esam Elashmawi ($) | | 2024 | 5,156,612 | (1,467,360) | — | (145,010) | — | — | 3,544,242 |

  148. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Ford Tamer ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Ford Tamer ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Ford Tamer ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Ford Tamer ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Ford Tamer ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Ford Tamer ($) | Total- Inclusion of Equity Values for Ford Tamer ($) | | 2024 | 56,231,907 | — | — | — | — | — | 56,231,907 |

  149. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 3,707,206 | (639,785) | — | (180,932) | (1,269,461) | — | 1,617,028 |

  150. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) The Peer Group TSR set forth in this table utilizes the Philadelphia Semiconductor Index (“PHLX Semiconductor Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 28, 2024. The comparison assumes $100 was invested for the period starting December 28, 2019, through the end of the listed year in the Company and in the PHLX Semiconductor, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  151. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) We determined TSR Percentile Rank relative to the Russell 3000 Index to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. We present one-year percentile ranks in this table. This performance measure may not have been the most important financial performance measure for years 2023, 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  152. PAY VERSUS PERFORMANCE DISCLOSURE

    NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR for the fiscal years indicated, and the PHLX Semiconductor Index TSR over the same period. NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our TSR Percentile Rank Relative to the Russell 3000 Index during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.

  153. PAY VERSUS PERFORMANCE DISCLOSURE

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