DEF 14A of Semtech Corp, Apr 24, 2025

DEF 14A of Semtech Corp

Filed Apr 24, 2025 · FY20250001193125-25-093573

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | Name | Age | Director Since | Independent | Committee Membership | | Ye Jane Li | 57 | 2016 | Yes | Human Capital and Compensation Committee Nominating and Governance Committee Chair Technology and Strategy Committee | | Martin S.J. Burvill | 66 | 2020 | Yes | Human Capital and Compensation Committee Chair Nominating and Governance Committee | | Rodolpho C. Cardenuto | 65 | 2018 | Yes | Audit Committee | | Gregory M. Fischer | 61 | 2023 | Yes | Human Capital and Compensation Committee Nominating and Governance Committee Technology and Strategy Committee | | Saar Gillai | 58 | 2018 | Yes | Human Capital and Compensation Committee Nominating and Governance Committee Technology and Strategy Committee Chair | | Hong Q. Hou | 61 | 2023 | No | Technology and Strategy Committee | | Paula LuPriore | 67 | 2020 | Yes | Audit Committee Human Capital and Compensation Committee | | Julie G. Ruehl | 59 | 2023 | Yes | Audit Committee | | Paul V. Walsh, Jr. | 60 | 2023 | Yes | Audit Committee Chair Nominating and Governance Committee Technology and Strategy Committee |

  3. Compensation Program Highlights

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

  4. Compensation Program Highlights

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

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our business operates under the direction of our Board, which currently consists of nine directors. Our Board, upon the recommendation of the Nominating and Governance Committee, has nominated our current directors — Martin S.J. Burvill, Rodolpho C. Cardenuto, Gregory M. Fischer, Saar Gillai, Hong Q. Hou, Ye Jane Li, Paula LuPriore, Julie G. Ruehl and Paul V. Walsh, Jr. — as its nominees for election to the Board at the 2025 Annual Meeting of Stockholders, each to serve for a one-year term expiring at our 2026 Annual Meeting of Stockholders, and until his or her respective successor is elected and qualified or until his or her earlier resignation or removal. All of the nominees have consented to be named as nominees, and have indicated their intent to serve if elected. Unless a stockholder directs otherwise in its proxy it is intended that the proxies solicited by management will be voted for the election of the nominees named in this Proxy Statement. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee is unable to serve, or for good cause will not serve, the named proxy holders will vote the shares for such other person, if any, as shall be designated by the Board or the Board may reduce the number of directors constituting the Board. Our Board currently has no knowledge or reason to believe that any of the nominees will be unable or unwilling to serve for good cause if elected. The Board recommends a vote FOR the election of each of the nominees for director named above. The experience, qualifications, attributes and skills of the nominees are described further in the following table and in the information regarding the nominees beginning on page 25:

  6. ELECTION OF DIRECTORS

    | Qualifications & Skills(1) | | | | | | | | | | | Industry Experience. Director has experience in the semiconductor industry, with Internet of Things (IoT) technologies and/or with cloud connectivity services, including knowledge of market dynamics, industry trends and relevant technologies. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Public Company Board Experience. Director has past or current experience serving on another public company board. | ✓ | | | | ✓ | ✓ | ✓ | ✓ | ✓ | | Senior Executive Leadership. Director has significant leadership experience, including as an executive-level officer (Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, etc.) and/or in any senior leadership position with input into operations, growth, strategy, building and strengthening corporate culture, etc. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance/Accounting Experience. Director is qualified as an audit committee financial expert under SEC rules or otherwise has a strong background in finance and accounting, including an understanding of accounting and financial reporting processes, capital structure, audit functions and/or financial management and analysis. | | | ✓ | | | | ✓ | ✓ | ✓ | | M&A/Business Development Strategy Experience. Director has experience with complex strategic transactions, including mergers, acquisitions and divestitures, including the integration of acquired businesses, and/or experience defining the strategic direction of a business or organization. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International Business Experience. Director has significant international operating experience, including management of or responsibility for large, complex global operations and/or experience living and working outside the United States. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Human Capital Management. Director has experience managing a large and/or global workforce, specifically with respect to recruiting, talent development, inclusion, compensation programs, retention and succession planning. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology/IP. Director has an understanding of technology, innovation and intellectual property matters, including through experience in technology-related businesses and/or driving scientific or technological innovation. | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Cybersecurity. Director has experience managing cybersecurity risks or possesses an understanding of the cybersecurity threat landscape. | ✓ | ✓ | ✓ | | | | | | | | Risk Management Experience. Director has experience managing risk in a large organization, including identifying, managing, or mitigating strategic, financial, operational, commercial, environmental, regulatory, reputational, economic and/or technological risk. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  7. Snapshot of Board Demographics(1)

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

  8. Snapshot of Board Demographics(1)

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  9. Snapshot of Board Demographics(1)

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

  10. Snapshot of Board Demographics(1)

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

  11. Snapshot of Board Demographics(1)

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

  12. Ye Jane Li

    Ye Jane Li Age 57 Director since 2016 Chair of the Board since 2024 Human Capital and Compensation Committee Nominating and Governance Committee Chair Technology and Strategy Committee Ms. Li has served as Strategic Advisor of Diversis Capital, LLC, a private equity firm that invests in middle-market companies, since 2013. She previously served as Chief Operating Officer of Huawei Enterprise USA, Inc., a company that markets information technology (“IT”) products and solutions to datacenters and enterprises from 2012 to 2015. Previously, Ms. Li also served as General Manager at Huawei Symantec USA, Inc. from 2010 to 2012. She served as Consultant to The Gores Group, a private equity firm focusing on the technology sector, in 2009. Ms. Li also served as Executive Vice President and General Manager at Fujitsu Compound Semiconductor Inc. and its joint venture with Sumitomo Electric Industries, Ltd., Eudyna Devices Inc., from 2004 to 2009. Prior to 2004, Ms. Li held executive and management positions with NeoPhotonics Corporation, Novalux Inc. and Corning Incorporated. Ms. Li has served on the board of directors of PDF Solutions, Inc., a public company that provides comprehensive data solutions designed to empower organizations across the semiconductor ecosystem to improve the yield and quality of their products and operational efficiency for increased profitability since November 2021. Ms. Li has also served on the board of directors of Knowles Corporation, a public company and leading supplier of advanced micro-acoustic, audio processing, and precision device solutions, since February 2018, as well as on the board of directors of ServicePower, Inc., a private company that provides mobile workforce management software solutions, since July 2017. She previously served on the board of directors of CTS Corporation, a public company and a leading designer and manufacturer of products that sense, connect and move, from May 2020 to May 2023, and on the board of directors of Women in Cable TV and Telecommunications Network, a non-profit organization promoting women’s leadership in the cable TV and telecommunications industries, from 1998 to 2001. Qualifications: Ms. Li’s qualifications to serve as a member of the Board include her senior executive level experience in a wide range of technology companies from telecommunication components and systems, to semiconductor to IT and data centers representing a variety of market segments the Company serves, as well as her experience as a director of private and public companies. Her background and experience also provides the Board with invaluable insights into Asian markets, which are important strategic markets for the Company.

  13. Martin S.J. Burvill

    Martin S.J. Burvill Age 66 Director since October 2020 Human Capital and Compensation Committee Chair Nominating and Governance Committee Mr. Burvill held a variety of positions at Verizon Communications Inc. from 2006 through his retirement in 2019. From 2016 through 2019, Mr. Burvill served as President of Business Markets, which provides fixed and mobile (4G/5G) networking, IoT, security, and cloud/IT services to U.S. small and medium sized businesses and state and local governments. From 2012 through 2016, Mr. Burvill served as Senior Vice President Global Operations of Verizon Enterprise. Prior to 2012, he was Vice President, Europe, and Vice President Global Solutions of Verizon Enterprise. Mr. Burvill also previously held executive positions at MCI Communications Corp., Nexagent Ltd., Internap Holding LLC, Racal Telecom Ltd., British Telecom plc and S.I.T.A. SA. Mr. Burvill worked in numerous countries around the world, including the United States, and in Europe, Asia, and South America. He serves on multiple private and institutional boards, including serving as Independent Director of Nexar Inc., a leading vision/AI data services based provider of solutions for optimizing commercial and leisure based road transportation, since 2022. Mr. Burvill also serves on the Dean’s Advisory Board and the Institute for International Economic Policy Executive Circle — both at the Elliot School of International Affairs at George Washington University. Qualifications: Mr. Burvill’s qualifications to serve as a member of the Board include his extensive expertise in general management, business transformation, network services, digital transformation, cloud-based services, cybersecurity, and a diverse set of other corporate functions. He is highly experienced in serving the needs of regulated and non-regulated industries, and national / local governments. Mr. Burvill has extensive leadership and transformation skills including: P&L ownership, sales, marketing, operations, product management, digital transformation, cloud-based services, cybersecurity, mergers and acquisitions, and a diverse set of other corporate functions.

  14. Rodolpho C. Cardenuto

    Rodolpho C. Cardenuto Age 65 Director since September 2018 Audit Committee Mr. Cardenuto has served as Chief Executive Officer of SEIDOR North America, a global technology consulting firm, since November 2023. Prior to that, he served as President, Applications Group of Vonage Holdings Corp., a global business cloud communications company, from December 2019 to May 2023. From May 2023 to December 2023, Mr. Cardenuto served as an advisor and board member for certain private companies. Senior Vice President, Sales of Magic Leap, Inc., a private company focused on augmented reality products, from January 2019 until November 2019, President of SAP Americas, Inc. Global Partner Operations organization from 2014 to December 2018. Mr. Cardenuto joined SAP in 2008 as President of SAP Latin America and the Caribbean and also served as President of SAP Americas in 2013. Mr. Cardenuto held executive positions at Hewlett-Packard Company from 2001 to 2007, and prior to 2001, he held executive positions at Vesper Telecomunicações, Nextel Comunicações, and Hewlett-Packard Brasil Ltda. Mr. Cardenuto has served as Chairman of the Board of MIGNOW, a private company specializing in SAP migration software, since February 2020. Qualifications: Mr. Cardenuto’s qualifications to serve as a member of the Board include his more than 25 years of extensive and high level experience in the technology industry as well as his experience with global operations.

  15. Gregory M. Fischer

    Gregory M. Fischer Age 61 Director since April 2023 Human Capital and Compensation Committee Nominating and Governance Committee Technology and Strategy Committee Mr. Fischer most recently served as Senior Vice President and General Manager at Broadcom Inc., a public company and an American designer, developer, manufacturer, and global supplier of a wide range of semiconductor and infrastructure software products, from 2014 to May 2021, and as Vice President and General Manager of the Carrier Access Business from 2004 to 2014. Previously, Mr. Fischer served as Vice President and General Manager of the Video Products Business Unit at Conexant Systems, Inc., an American-based software developer and fabless semiconductor company, from 2002 to 2004, and as Director of Product Marketing and Business Development, from 1997 to 2002. Earlier in his career, he served as Manager of Corporate Business Development at Rockwell International Corporation (n/k/a Rockwell Automation, Inc.), a major American manufacturing conglomerate involved in aircraft, the space industry, defense and commercial electronics, components in the automotive industry, printing presses, avionics and industrial products, from 1994 to 1997, and served in several design engineering and program management positions at Rockwell Collins Avionics Co. (before being purchased by Raytheon Technologies Corporation), an avionics technology company, from 1985 to 1994. Mr. Fischer has served as an independent advisor to Gerson Lehrman Group, Inc., a professional services firm, since December 2021, and AlphaSights Ltd., an information services company specializing in connecting clients with experts, since December 2021. Mr. Fischer has served on the advisory board of Syntiant Corp., an edge-AI neural processor and modeling company since May 2023 and has served as President at Fischer Family Community Outreach, a foundation dedicated to feeding, clothing and housing indigent residents of San Diego County, since 2017. Qualifications: Mr. Fischer’s qualifications to serve as a member of the Board include 30 years of experience operating and scaling wireline and wireless semiconductor businesses through multiple economic and technology cycles. Mr. Fischer has also led M&A and post-merger strategies, focusing on product line integration and operating expense management to achieve profitable franchise growth. Mr. Fischer was initially appointed to the Board pursuant to a cooperation agreement with a stockholder.

  16. Saar Gillai

    Saar Gillai Age 58 Director since September 2018 Human Capital and Compensation Committee Nominating and Governance Committee Technology and Strategy Committee Chair Mr. Gillai has served as an independent board director and Chief Executive Officer advisor to multiple start-ups from January 2020. He has been an executive mentor at The Exco Group since October 2020. Previously, Mr. Gillai served as Chief Executive Officer and Director of Teridion Technologies Ltd, a cloud-based networking company, from October 2017 to December 2019. He also served as the Senior Vice President and General Manager of Hewlett Packard Enterprise Co.’s Communications Solutions Business from October 2014 to October 2016. Prior to that, Mr. Gillai was the Senior Vice President, General Manager and Chief Operating Officer of HP Cloud from November 2012 to October 2014. Other previously held executive positions include positions at 3Com Corp., Enfora Inc., Tropos Networks Inc., and Cisco Systems, Inc. Mr. Gillai has been the Chairman of the Board of Liquid Instruments, Pty Ltd., a private company focused on next generation test equipment, since March 2021. He previously served as a director of Xilinx, Inc., a public company and the leading provider of All Programmable FPGAs, SoCs, MPSoCs and 3D ICs, from May 2016 to February 2022 (acquired by Advanced Micro Devices, Inc.). He also served as a director of SpaceIQ LLC, a private company and provider of smart IWMS/CAFM facility management software from July 2017 to August 2019 (acquired by WeWork Inc.). Qualifications: Mr. Gillai’s qualifications to serve as a member of the Board include his senior executive and board experience in both startups and public companies and his over thirty years of experience in the technology industry.

  17. Hong Q. Hou

    Hong Q. Hou Age 61 Director since July 2023 Technology and Strategy Committee Dr. Hou has served as President and Chief Executive Officer of the Company (“CEO”) since June 2024 and as a member of the Board since July 2023. Dr. Hou is an accomplished multinational technology executive, recognized as a global enterprise leader with a strong technical and business transformation record in dynamic ultra-competitive markets. From February 2023 to June 2024, Dr. Hou served as President of the Semiconductor Group at Brooks Automation, Inc., a leading provider of automated wafer handling and contamination control solutions for the semiconductor manufacturing industry. From August 2018 to February 2023, Dr. Hou was Corporate Vice President and General Manager of the cloud networking group of Intel Corporation, a public company, with full P&L responsibility for a group delivering leadership hardware, software, and system products and technologies, including Ethernet controllers and NICs, infrastructure processor units, Ethernet switches, and silicon photonics optical transceivers. Prior to that, Dr. Hou was Executive Vice President and Chief Technical Officer of Fabrinet, Chief Operating Officer at AXT, Inc., and President and Chief Executive Officer, and board member of EMCORE Corporation, all of which are public companies. Qualifications: Dr. Hou’s qualifications to serve as a member of the Board include his extensive experience as an accomplished multinational technology executive in leading global enterprises and winning with complex products in dynamic ultra-competitive markets. Dr. Hou’s current position as our President and CEO also brings to the Board knowledge of the day-to-day operations of the Company, which provides invaluable insight to our Board as it reviews the Company’s strategic and financial plans.

  18. Paula LuPriore

    Paula LuPriore Age 67 Director since October 2020 Audit Committee Ms. LuPriore is a seasoned operating executive in global technology businesses. Most recently, she served as Chief Executive Officer and Co-founder of Wujitech, Inc., a private cloud-based company delivering bio-analytic software solutions, from 2010 to 2023 and currently remains on its board. From 2002 through 2010, Ms. LuPriore served in various positions at Asyst Technologies, Inc., a public technology and manufacturing company providing robotic automation solutions for the semiconductor equipment industry, including as Executive Vice President and Chief Operating Officer, as well as Interim Chief Executive Officer. Ms. LuPriore began her career as a software engineer at IBM Corp. and spent 23 years leading various product organizations across engineering, strategy, marketing, and technical sales and services, serving in various senior executive roles including as Vice President of IBM’s Storage Networking Division targeting the Network Attached Storage market. Ms. LuPriore has served on the board of directors of Saguaro Technology, Inc., a strategic software development company that specializes in cloud computing, data analytics, IoT, and embedded systems, since 2024. She has also served on the board of directors of Wujitech, Inc., a private company, since 2011. In 2015, she served as a Director of PCS Edventures Inc., a publicly traded technology company that designs and delivers education products and services for the science, technology, engineering, and mathematics (STEM) market, where she served on the audit and compensation committees. Qualifications: Ms. LuPriore’s qualifications to serve as a member of the Board include her extensive operating experience as a senior level executive spanning information technology enterprise software and hardware systems, semiconductor, networking, and infrastructure markets, with broad expertise in data center, cloud computing, and technology consulting services across various industries in domestic and international markets. Her business experience as a corporate executive has established her deep understanding of the opportunities and challenges in technology businesses.

  19. Julie G. Ruehl

    Julie G. Ruehl Age 59 Director since December 2023 Audit Committee Ms. Ruehl served as Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company, from August 2017 to August 2021 (formerly NYSE:FLY), Vice President and Chief Accounting Officer for Big Heart Pet Brands (and its predecessor, Del Monte Corporation), a producer, distributor and marketer of premium quality, branded pet products and food products in the U.S., from November 2011 to December 2015, and in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company from May 2005 to October 2011. Additionally, Ms. Ruehl served in a senior financial position with Sanmina Corporation, a global provider of electronics manufacturing services from 2002 to 2005. Prior to that, Ms. Ruehl was an Audit Partner at Arthur Andersen LLP. Ms. Ruehl has served as an independent director for Zevia PBC, a publicly traded “Certified B Corporation,” offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages, since March 2021. Her role on its board of directors includes serving as chair of the audit committee and a member of the compensation committee. Ms. Ruehl previously served as a director and chair of the audit committee and member of the compensation committee of Wizeline, Inc., a global technology services company, from November 2021 to January 2024. She also served as a director and chair of the audit committee of Wine.com, a leading online wine retailer, from March 2022 to November 2023. Qualifications: Ms. Ruehl’s qualifications to serve as a member of the Board include her extensive 25+ years of finance senior executive leadership experience in a wide range of public and private equity backed companies. Ms. Ruehl was initially appointed to the Board pursuant to a cooperation agreement with a stockholder Paul V. Walsh, Jr. Age 60 Director since April 2023 Audit Committee Chair Nominating and Governance Committee Technology and Strategy Committee Prior to retiring in February 2022, Mr. Walsh served as Chief Financial Officer, Senior Vice President and Treasurer, at Allegro MicroSystems, Inc., a publicly traded global semiconductor company that designs and manufactures advanced sensor and power management integrated circuits for the automotive and industrial end markets, from 2014 to 2022. Prior to joining Allegro, Mr. Walsh served as the Chief Financial Officer and Senior Vice President of Rocket Software, Inc., a global software development firm, from 2013 to 2014. From 2004 to 2013, he served in several financial leadership roles at Silicon Laboratories Inc., a publicly traded global technology company that designs and manufacturers semiconductors, including as: Chief Financial Officer and Senior Vice President from 2011 to 2013 and Chief Accounting Officer and Vice President of Finance from 2006 to 2011, among other roles. Mr. Walsh currently serves on the board of directors of Kopin Corporation, an electronics manufacturer, and serves as the chair of its audit committee. Mr. Walsh served as an advisor to the board of directors and audit committee of Anokiwave, Inc., a late-stage semiconductor company, from October 2022 to February 2024, where he was also an investor. Anokiwave, Inc. was acquired by Qorvo, Inc. in February 2024. Additionally, he served on the board of directors of Nitero, Inc., a venture-backed startup semiconductor company, from 2012 to 2015, and Grande Communications Networks, LLC, a broadband communications provider of cable and internet services, from 2008 to 2010, including as chairman of the audit committee. Qualifications: Mr. Walsh’s qualifications to serve as a member of the Board include his extensive experience of more than 30 years in the global semiconductor industry, with service as Chief Financial Officer for two public companies in the industry, which we believe provides our Board with valuable executive-level insights and broad and diverse operational industry experience. Mr. Walsh was initially appointed to the Board pursuant to a cooperation agreement with a stockholder.

  20. Risk Assessment of Compensation Programs

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

  21. Human Capital and Compensation Committee

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

  22. Human Capital and Compensation Committee

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

  23. Human Capital and Compensation Committee

    | • | making and approving equity awards; and |

  24. Human Capital and Compensation Committee

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

  25. Corporate Governance Materials

    | • | Director Compensation Policy |

  26. DIRECTOR COMPENSATION POLICY

    DIRECTOR COMPENSATION POLICY Our Policy Regarding Director Compensation (“Director Compensation Policy”) provides that Non-Employee Directors receive a cash retainer and equity-based compensation for their services on the Board, their committee service, and their role as Chair of the Board or any committee.

  27. Equity Award Grants

    Equity Award Grants The equity awards made to Non-Employee Directors in fiscal year 2025 were made from our 2017 Long-Term Equity Incentive Plan, as amended and restated April 18, 2024 (the “2017 Plan”). In accordance with our Director Compensation Policy, Non-Employee Directors received equity awards during fiscal year 2025 on the following terms: Annual Stock Unit Awards. On each July 1, each Non-Employee Director then in office is automatically granted two awards of restricted stock units. The first award (the “Annual Non-Deferred RSU Award”) is for a number of restricted stock units determined by dividing $90,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day), rounded down to the nearest whole unit. Each Annual Non-Deferred RSU Award vests in full on the earlier of (1) the one-year anniversary of the date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year of grant of the award, subject to the Non-Employee Director’s continued service to the Company through such vesting date. To the extent then vested, restricted stock units subject to an Annual Non-Deferred RSU Award are paid in an equal number of shares of the Company’s common stock as soon as practicable following (and in all events within two and one-half months after) the earlier to occur of (1) the one-year anniversary of the date of grant, or (2) the Non-Employee Director’s separation from service on the Board, or (3) a change in control of the Company. The second award of restricted stock units (the “Annual Deferred RSU Award”) is for a number of restricted stock units determined by dividing $90,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of the grant is not a trading day), rounded down to the nearest whole unit. Each Annual Deferred RSU Award vests in full on the earlier of (1) the one-year anniversary of the date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year of grant of the award, subject to the Non-Employee Director’s continued service to the Company through such vesting date. To the extent then vested, restricted stock units subject to an Annual Deferred RSU Award are paid in cash as soon as practicable following (and in all events within two and one-half months after) the Non-Employee Director’s separation from service on the Board, with the cash payment for each vested restricted stock unit based on the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the payment date. The Director Compensation Policy was amended by the Board in November 2024 to provide that, effective with the date of the 2025 Annual Meeting, (a) annual equity awards will be granted entirely in the form of Annual Non-Deferred RSU Awards (Annual Deferred RSU Awards are being eliminated from the award mix for new Non-Employee Director award grants), and (b) the timing of the annual Non-Employee Director equity award grants will change to immediately following each Annual Meeting of Stockholders rather than on each July 1. Accordingly, immediately following each Annual Meeting of Stockholders, beginning with the 2025 Annual Meeting, each Non-Employee Director then serving on the Board will be granted an Annual Non-Deferred RSU Award for a number of restricted stock units determined by dividing $180,000 by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day), rounded down to the nearest whole unit. The Annual Non-Deferred RSU Awards will be settled in stock, and will be subject to vesting, on the same terms as described above with respect to the Annual Non-Deferred RSU Awards granted in fiscal year 2025. Outstanding and unvested Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards accelerate and vest (1) in full upon a change in control of the Company or should the Non-Employee Director’s service with the Company terminate due to the director’s death or disability, or (2) as to a pro-rata portion of the Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, should the Non-Employee Director’s service with the Company terminate due to any reason other than the director’s death or disability. In such circumstances, any pro-rata vesting is determined by multiplying (a) the total number of restricted stock units subject to the Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, by (b) a fraction (not greater than one), the numerator of which is the number of calendar days in the period beginning with the applicable grant date of the award through and including the date of the director’s termination of services, and the denominator of which is the number of calendar days in the period beginning with the applicable grant date of the award through and including the first July 1 that occurs after the applicable grant date of the award (or, as to awards granted in connection with or following the 2025 Annual Meeting, through and including the first anniversary of the Annual Meeting of Stockholders that coincided with (or, if the grant date of the award was other than on the date of an Annual Meeting of Stockholders, last preceded) the applicable grant date of the award). Any restricted stock units subject to the Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, that are not vested on the date of the Non-Employee Director’s termination of service with the Company (after giving effect to any accelerated vesting as described above) will be forfeited upon the Non-Employee Director’s termination of service as a director for any reason. Non-Employee Directors are entitled to receive dividend equivalents with respect to outstanding and unpaid restricted stock units subject to Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards. Dividend equivalents, if any, are paid in the form of a credit of additional restricted stock units that are subject to the same vesting, payment and other provisions as the underlying restricted stock units. Initial Equity Awards. Each Non-Employee Director who is initially elected or appointed to the Board (and who was not an employee of the Company or one of its subsidiaries immediately prior to joining the Board) receives an initial non-deferred restricted stock unit award (“Initial Non-Deferred RSU Award”) and an initial deferred restricted stock unit award (“Initial Deferred RSU Award”). For a Non-Employee Director initially elected or appointed to the Board after the 2024 Annual Meeting, the award will be entirely an Initial Non-Deferred RSU Award. However, if such a Non-Employee Director is initially elected or appointed to the Board on a July 1, (or, beginning with the 2025 Annual Meeting, on the date of an Annual Meeting of Stockholders), the Non-Employee Director will not receive an Initial Non-Deferred RSU Award or an Initial Deferred RSU Award as the Non-Employee Director would be entitled to an Annual Non-Deferred RSU Award or an Annual Deferred RSU Award by virtue of being in office on such date.

  28. Equity Award Grants

    Initial Non-Deferred RSU Awards and Initial Deferred RSU Awards have the same terms and conditions as the Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards, respectively, last granted by the Company prior to the date that the new Non-Employee Director is elected or appointed to the Board, except that the number of restricted stock units subject to each such initial award is determined by dividing the applicable dollar amount set forth above for the applicable annual award by the per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day) of such initial award, multiplying that number of units by the Initial Fraction (as defined below), and rounding the number of units so produced down to the nearest whole unit. For clarity, the vesting dates of each such Initial Non-Deferred RSU Award and Initial Deferred RSU Award correspond with the vesting dates applicable to the Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards last granted by the Company prior to the date that the new Non-Employee Director is elected or appointed to the Board. The Initial Fraction for awards prior to the 2025 Annual Meeting is the fraction (not greater than one) determined by dividing (1) the number of days in the period beginning with the date that the Non-Employee Director is elected or appointed to the Board through and including the June 30 that coincides with or next follows that date, by (2) the number of calendar days in the calendar year that includes such June 30 (either 365 or 366). The Initial Fraction for awards granted after the 2025 Annual Meeting is the fraction (not greater than one) determined by dividing (1) the number of days in the period beginning with the date that the Non-Employee Director is elected or appointed to the Board through and including the first anniversary of the Annual Meeting of Stockholders that last preceded such date of election or appointment to the Board, by (2) the number of calendar days in the period beginning with such Annual Meeting of Stockholders that last preceded such date of election or appointment to the Board through and including the first anniversary of such Annual Meeting of Stockholders.

  29. Director Deferred Compensation Plan

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

  30. DIRECTOR COMPENSATION – FISCAL YEAR 2025

    DIRECTOR COMPENSATION – FISCAL YEAR 2025 The following table presents information regarding the compensation of individuals who were Non-Employee Directors during fiscal year 2025 for their services during that year. The compensation paid to Dr. Hou, who is our current CEO, and Mr. Pickle, our former CEO, is presented below under “Executive Compensation,” including in the Summary Compensation Table and the related explanatory tables. Dr. Hou is currently our only employee director and does not receive any additional compensation for his services as a director. Similarly, Mr. Pickle was compensated as an employee during the period of time he served on the Board and did not receive any additional compensation for his services as a director.

  31. DIRECTOR COMPENSATION – FISCAL YEAR 2025

    | NON-EMPLOYEE DIRECTOR COMPENSATION – FISCAL YEAR 2025 (1) | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards (2) ($) | All Other Compensation ($) | Total ($) | | Ye Jane Li, Chair of the Board | 131,250 | 179,992 | – | 311,242 | | Martin S.J. Burvill | 81,250 | 179,992 | – | 261,242 | | Rodolpho C. Cardenuto | 65,000 | 179,992 | – | 244,992 | | Gregory M. Fischer | 71,250 | 179,992 | – | 251,242 | | Saar Gillai | 77,500 | 179,992 | – | 257,492 | | Rockwell N. Hankin | 60,518 | 179,992 | | 240,510 | | Paula LuPriore | 72,500 | 179,992 | – | 252,492 | | Julie G. Ruehl | 65,000 | 179,992 | – | 244,992 | | Sylvia Summers Couder | 42,277 | – | – | 42,277 | | Paul V. Walsh Jr. | 85,000 | 179,992 | – | 264,992 |

  32. DIRECTOR COMPENSATION – FISCAL YEAR 2025

    | (1) Ms. Summers Couder resigned as member of the Board effective June 8, 2024 and Mr. Hankin resigned as member of the Board effective November 26, 2024. |

  33. DIRECTOR COMPENSATION – FISCAL YEAR 2025

    | (2) The amounts and values noted do not necessarily correspond to any actual value that will be realized by a recipient. The stock award amounts reflected in the table, and the grant-date fair values discussed below in this footnote, are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on assumptions set forth in Note 11 to the financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2025. The awards are valued as of the grant date disregarding any estimate of forfeitures related to service-based vesting conditions. None of our Non-Employee Directors forfeited any Company equity awards in fiscal year 2025, except Mr. Hankin forfeited 3,382 unvested restricted stock units upon his resignation from the Board. On July 1, 2024, each Non-Employee Director then in office was awarded as his or her Annual Deferred RSU Award 2,857 restricted stock units that settle in cash and as his or her Annual Non-Deferred RSU Award 2,857 restricted stock units that settle in shares. The grant-date fair value of each such restricted stock unit was $31.50. The grant-date fair value of each such Deferred RSU Award and Non-Deferred RSU Award was $89,996. |

  34. DIRECTOR COMPENSATION – FISCAL YEAR 2025

    The following table presents the number of outstanding and unexercised option awards and number of outstanding stock units held by each of our Non-Employee Directors as of January 26, 2025:

  35. DIRECTOR COMPENSATION – FISCAL YEAR 2025

    | | Number of Shares Subject to Outstanding Option Awards | | | Number of Outstanding Restricted Stock Units- Cash Settled | | | Number of Outstanding Restricted Stock Units-Share Settled | | | | Name | Vested | Unvested | Total | Vested | Unvested | Total | Vested | Unvested | Total | | Chair Li | – | – | – | 17,653 | 2,857 | 20,510 | – | 2,857 | 2,857 | | Mr. Burvill | – | – | – | 7,690 | 2,857 | 10,547 | – | 2,857 | 2,857 | | Mr. Cardenuto | – | – | – | 10,792 | 2,857 | 13,649 | – | 2,857 | 2,857 | | Mr. Fischer | – | – | – | 4,422 | 2,857 | 7,279 | – | 2,857 | 2,857 | | Mr. Gillai | – | – | – | 10,792 | 2,857 | 13,649 | – | 2,857 | 2,857 | | Ms. LuPriore | – | – | – | 7,690 | 2,857 | 10,547 | – | 2,857 | 2,857 | | Ms. Ruehl | – | – | – | 3,122 | 2,857 | 5,979 | – | 2,857 | 2,857 | | Mr. Walsh | – | – | – | 4,422 | 2,857 | 7,279 | – | 2,857 | 2,857 |

  36. FISCAL YEAR 2025 NAMED EXECUTIVE OFFICER COMPENSATION

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

  37. 2024 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT

    2024 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT The Company’s stockholders are provided with an opportunity to cast an annual non-binding advisory vote on the Company’s executive compensation program through a say-on-pay proposal. At the Company’s Annual Meeting of Stockholders held in June 2024, approximately 97.3% of the votes cast approved the executive compensation for our NEOs as described in our proxy statement for that annual meeting. After consideration of the positive result of the say-on-pay vote at the Company’s Annual Meeting of Stockholders held in June 2023 (the most recent voting results available when the executive compensation program was designed for fiscal year 2025) and feedback received from stockholders the Human Capital and Compensation Committee determined that the Company’s executive compensation policies would be similar for fiscal year 2025 to those in effect for fiscal year 2024, and that certain changes to further align pay with performance would be made for fiscal year 2025. As described in more detail below, we modified our fiscal year 2025 Executive Bonus Plan in order to emphasize pay-for-performance using objective performance measures and to provide consistency within the management team. Also as described in more detail below, our fiscal year 2025 equity award mix for the executive team included Performance-Based Units (“PSUs”) which vest based on our net sales and non-GAAP adjusted operating income, as well as a modifier based on our relative total stockholder return (“TSR”) over a three-year performance period. As part of its annual process, the Human Capital and Compensation Committee will continue to reach out to and engage with the Company’s stockholders to seek their feedback or to review their voting guidelines and to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for the NEOs.

  38. Core Components of Compensation and Compensation Levels

    Core Components of Compensation and Compensation Levels To achieve our executive compensation objectives, we have three primary components to our executive compensation program: (1) base salary; (2) annual cash incentive opportunities; and (3) long-term equity incentive awards. In setting specific base salary, target annual cash incentive and equity award levels for each NEO, the Human Capital and Compensation Committee considers our core executive compensation philosophy and considers and assesses, among other factors it may consider relevant, the following:

  39. Core Components of Compensation and Compensation Levels

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

  40. Core Components of Compensation and Compensation Levels

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

  41. Core Components of Compensation and Compensation Levels

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

  42. Distribution of Compensation

    Distribution of Compensation The Human Capital and Compensation Committee distributes compensation among each of the core elements on the basis of the element’s usefulness to meet one or more of our compensation objectives. The Human Capital and Compensation Committee believes that for our executive officers, a significant proportion of total compensation should consist of (1) variable, performance-based components, such as annual cash incentives, which can increase or decrease to reflect changes in corporate and, on occasion, business unit or individual performance on an annual basis, and (2) equity compensation, which is structured to reinforce and encourage management’s commitment to enhancing financial performance and stockholder value over the long-term, with a greater emphasis placed on long-term performance and linking executives’ interests to our stockholders’ interests. For fiscal year 2025, total compensation (based on each NEO’s base salary for fiscal year 2025, fiscal year 2025 target short-term annual cash incentive, and grant date fair value (as reported in the Summary Compensation Table) of equity awards granted in fiscal year 2025) for Dr. Hou and for the Company’s other NEOs who were still employed with us at the end of the fiscal year was distributed as follows:

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

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

  44. Role of Committee Advisors

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

  45. Role of Committee Advisors

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

  46. Role of Peer Companies

    Role of Peer Companies The Human Capital and Compensation Committee considers various factors and criteria when determining annual salary, target annual cash incentive levels and target annual long-term incentive award values for executives, including compensation practices at selected peer companies and industry survey data provided by our compensation consultant. The applicable group of peer companies is selected annually for use as the comparative pool by the Human Capital and Compensation Committee during the course of the fiscal year. The peer company information assists the Human Capital and Compensation Committee and the Company in identifying and understanding how our competitors and industry-comparable companies compensate their executives, and in determining how the Company’s compensation packages compare to industry and market-competitive amounts. In addition to aiding us with compensation related actions and decisions, this peer company evaluation is also informative in providing compensation information that supports potential recruitment and retention of executives by the Company. Because the peer companies do not universally report data for positions comparable to each of our NEOs, the Human Capital and Compensation Committee also reviewed market data from the Radford Global Technology survey. The Human Capital and Compensation Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted below). In selecting our fiscal year 2025 peer group companies, the Human Capital and Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics, and, like us, focus their business on analog and mixed-signal semiconductors and integrated circuits. Because of consolidation in the industry, there are fewer publicly-traded companies in the semiconductor industry based in the U.S. To increase the number of companies that could potentially be considered as peer companies, the Human Capital and Compensation Committee also considered publicly-traded companies based in the U.S. that are similar to us in terms of the other factors noted above, but are in an expanded industry profile that included manufacturers of equipment used to make semiconductors. Additionally, the Human Capital and Compensation Committee generally sought to limit the group of peer companies to those that have annual revenue between 50% and 200% of the Company’s annual revenue and market capitalization between 33% and 300% of the Company’s market capitalization at the time of the peer selection. The Human Capital and Compensation Committee selected the following companies as the peer group of companies for purposes of its fiscal year 2025 executive compensation determinations (collectively, the “Peer Group”):

  47. Role of Peer Companies

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

  48. Role of Peer Companies

    The peer companies listed above are the same as the fiscal year 2024 peer group, except that to more closely align the group with the criteria listed above, Alpha and Omega Semiconductor Limited, Digi International, Inc., and Smart Global Holdings, Inc. were added and Coherent Corp., Monolithic Power Systems, Inc., Novanta, Inc., Viasat, Inc. and Wolfspeed, Inc. were removed.

  49. Executive Bonus Plan

    Executive Bonus Plan Annual cash incentive awards are designed to motivate executive officers to achieve certain strategic, operational, and financial goals which can be evaluated on an annual basis. Annual cash incentive goal setting is done as part of the annual fiscal year business planning activity of the Company. Company business goals are established each fiscal year by an interactive process between the Board and management. The end result of this annual business planning process is the Company’s fiscal year Annual Business Plan (“ABP”). As part of the process used by the Human Capital and Compensation Committee in reviewing the fiscal year ABP, the Human Capital and Compensation Committee reviews the goals of each NEO with respect to their business unit or corporate function. The Human Capital and Compensation Committee also reviews the fiscal year ABP in light of available business intelligence, forecasts, and projections with the objective that, in the judgment of the Human Capital and Compensation Committee, superior performance would be required to achieve the key financial objectives established for the program. Each executive has a target annual cash incentive potential that is set as a percentage of annual base salary. That target annual cash incentive is set by the Human Capital and Compensation Committee for each executive officer position after considering the factors noted above under “Core Components of Compensation and Compensation Levels” and the target annual cash incentive levels of comparable positions among our Peer Group. There is no specific weighting applied to any of these factors in setting the target annual cash incentive levels and the process ultimately relies on the subjective exercise of the Human Capital and Compensation Committee’s judgment. As noted above, the Human Capital and Compensation Committee sets what it believes to be aggressive annual business plan goals for the cash incentive plan. Consistent with this approach, annual cash incentives for our NEOs generally paid out at or below targeted levels for fiscal year 2023, there were no payouts for fiscal year 2024, and payouts were again below targeted levels for fiscal year 2025. Fiscal Year 2025 Executive Bonus Plan Our NEOs participated in the fiscal year 2025 annual cash incentive program (referred to herein as the “Executive Bonus Plan”). The Executive Bonus Plan provided each executive with an opportunity to earn an incentive based on the Company’s performance for the fiscal year in relation to certain pre-established annual financial goals. To provide a consistent set of goals for the management team, the Human Capital and Compensation Committee determined that all of our NEOs (including the CEO) would participate in the same bonus plan with the same corporate financial performance goals for fiscal year 2025. For fiscal year 2025, the target annual cash incentive potential (expressed as a percentage of base salary) for each of our NEOs was as follows:

  50. Executive Bonus Plan

    | Named Executive Officer | Target Annual Cash Incentive as Percentage of Base Salary | | Dr. Hou | 100% | | Mr. Lin | 75% | | Mr. Silberstein | 80% | | Mr. Rayabhari | 80% | | Mr. Russell | 75% | | Mr. Pickle | 100% |

  51. Executive Bonus Plan

    These target incentives for fiscal year 2025 were the same level as for fiscal year 2024 for each NEO (except for Dr. Hou whose target incentive was set at the level provided in his employment agreement). For fiscal year 2025 the Human Capital and Compensation Committee determined that corporate financial performance for purposes of the Executive Bonus Plan would be based on 50% on net sales and 50% non-GAAP adjusted operating income. The Human Capital and Compensation Committee included non-GAAP adjusted operating income as a performance measure in the executive compensation program because it believes non-GAAP adjusted operating income is currently the best measure of the Company’s core operating performance, as it reflects the essential results of ongoing base business functions and results without the impact (positive or negative) of extraordinary and non-operational matters. The Human Capital and Compensation Committee further believes that non-GAAP adjusted operating income focuses performance on the parallel objectives of increasing revenue and controlling operating expenses. The Human Capital and Compensation Committee includes net sales as a performance measure in the executive compensation program to focus executives on revenue growth which is important over the long-term to grow stockholder value. The Human Capital and Compensation Committee also retained broad discretion to adjust (up or down, including withholding entirely) part or all of a proposed annual cash incentive payment. The target set for fiscal year 2025 non-GAAP adjusted operating income was $159 million, which was approximately 72% higher than our non-GAAP adjusted operating income achieved for fiscal year 2024 as taken into account in determining fiscal year 2024 bonuses for the NEOs. In the judgment of the Human Capital and Compensation Committee in light of available business intelligence, forecasts and projections at the time it established this goal, superior performance would be required to achieve the goal. The Human Capital and Compensation Committee also established a scoring matrix to determine the percentage of the percentage of the NEO’s annual target incentive that would be payable based on actual fiscal year 2025 non-GAAP adjusted operating income performance against the fiscal year 2025 target of $159 million as follows:

  52. Executive Bonus Plan

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

  53. Executive Bonus Plan

    For fiscal year 2025, the non-GAAP adjusted operating income achieved was $149 million, resulting in a 93.7% payout for this portion of the Executive Bonus Plan. The target set for fiscal year 2025 net sales was $912 million, which was approximately 5% higher than our net sales achieved for fiscal year 2024 as taken into account in determining fiscal year 2024 bonuses for the NEOs. In the judgment of the Human Capital and Compensation Committee in light of available business intelligence, forecasts and projections at the time it established this goal, superior performance would be required to achieve the goal. The Human Capital and Compensation Committee also established a scoring matrix to determine the percentage of the NEO’s target annual incentive that would be payable based on actual fiscal year 2025 net sales performance against the fiscal year 2025 target of $912 million as follows:

  54. Executive Bonus Plan

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

  55. Executive Bonus Plan

    For fiscal year 2025, the net sales achieved was $909.3 million, resulting in a 99.7% payout for this portion of the Executive Bonus Plan. For each of the NEOs who earned a bonus under the Executive Bonus Plan, the corporate financial performance component of the Executive Bonus Plan, would have produced a short-term incentive payable at 96.7% of the targeted level (half of the overall opportunity at a 93.7% payout level and the other half at a 99.7% payout level). However, the Company had not accrued bonuses at that payout level during the fiscal year and the Human Capital and Compensation Committee determined that it would be appropriate, and exercised its discretion reserved under the plan, to cap the bonuses payable under the Executive Bonus Plan at 57% of the targeted level (subject to certain modifications based on business unit performance, as noted below) so that the Company’s total bonus accrual (taking into account other bonuses payable by the Company) for fiscal year 2025 would not be exceeded. Accordingly, the fiscal year 2025 Executive Bonus Plan payout percentage for each of Dr. Hou and Messrs. Lin and Silberstein was 57%, which was less than the 96.7% that had been produced by the corporate financial performance component of the plan and the committee determined to not pro-rate Dr. Hou’s incentive based on his overall leadership and contributions during the fiscal year. The Human Capital and Compensation Committee determined that the payout percentage for Mr. Rayabhari would be 59% (with the increase above 57% to reflect the committee’s assessment of the performance of his business unit during the year) and that the payout percentage for Mr. Russell would be 52% (with the decrease below 57% to reflect the Committee’s assessment of the performance of his business unit during the year). Mr. Pickle did not earn a bonus under the Executive Bonus Plan for fiscal year 2025 because his employment with the Company terminated during the fiscal year. (Payout percentages in this discussion and in the chart below have been rounded to the nearest whole percent.) The following chart shows the actual short term incentives payable to our NEOs under the Executive Bonus Plan for fiscal year 2025:

  56. Executive Bonus Plan

    | Named Executive Officer | Annual Base Salary at Fiscal Year End | Target Annual Cash Incentive as a Percent of Base Salary | Executive Bonus Plan Payout Percentage | Actual Short Term Incentive For Fiscal Year 2025 | | Dr. Hou | $650,000 | 100% | 57% | $370,500 | | Mr. Lin | $420,000 | 75% | 57% | $179,556 | | Mr. Silberstein | $455,000 | 80% | 57% | $208,160 | | Mr. Rayabhari | $400,000 | 80% | 59% | $187,736 | | Mr. Russell | $350,000 | 75% | 52% | $137,484 |

  57. Equity Incentive Awards

    Equity Incentive Awards The Human Capital and Compensation Committee believes that equity incentive awards serve to align the interests of executives with those of the Company’s stockholders, complement annual cash incentives by motivating executives to create and sustain value in the Company, and encourage our executives to avoid taking excessive risks that might have a significant short term or prolonged negative impact on our stock price. In granting equity awards, the Human Capital and Compensation Committee considers the factors noted above under “Core Components of Compensation and Compensation Levels” and the value of such awards in comparison to awards to comparable executives within our Peer Group. There is no specific weighting applied to any of these factors and the process ultimately relies on the Human Capital and Compensation Committee’s judgment. Our equity incentive awards are subject to multi-year vesting. The equity awards granted to our Named Executive Officers generally vest over three years. This multi-year element serves as a significant “holding period” in terms of requiring the executive to retain the underlying equity interest until some future date following the grant date of the award. The Human Capital and Compensation Committee believes that the inclusion of this vesting period component further aligns the long-term interests of the executive with the long-term interests of the Company’s stockholders and functions as a retention incentive for the executive. We generally grant equity awards to our executives in the form of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of our common stock or, in the Human Capital and Compensation Committee’s discretion, the payment of cash for each unit in an amount equal to the fair market value of our common stock. The Human Capital and Compensation Committee believes that grants of restricted stock units are particularly useful to motivate executives to avoid undue risk and to align their interests with those of our stockholders, since our grants of restricted stock unit awards have intrinsic economic value which correlates directly to our stock price. Thus, the value of a restricted stock unit award can go up or down depending on the changes to our stock price over time. While restricted stock unit awards will always have some intrinsic value as long as our stock remains marketable, we believe our executives are motivated to seek to increase the intrinsic value through Company performance that is reflected in favorable and sustainable increases in our stock price. We also believe that actions or business decisions carrying risks that might reduce our stock price are discouraged by the correlation between the intrinsic value of these awards and the growth of our stock price. Fiscal Year 2025 Annual Equity Incentive Awards The equity award vehicles used in fiscal year 2025 for the Named Executive Officers were:

  58. Equity Incentive Awards

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

  59. Equity Incentive Awards

    | • | restricted stock units that vest based on our net sales and non-GAAP adjusted operating income over fiscal years 2025, 2026 and 2027, as well as a modifier based on our relative TSR over a three-year performance period (“Financial Metric PSUs”). |

  60. Equity Incentive Awards

    As noted above, the Human Capital and Compensation Committee believed that this mix of awards was consistent with our performance-based philosophy as a substantial portion of each NEO’s total annual equity awards was performance-based. In March 2024, the Human Capital and Compensation Committee determined that our NEOs would receive Time-Based Units and Performance-Based Units (with the grant date value of the awards approximately balanced between the two types of awards). Also in March 2024, the Human Capital and Compensation Committee approved a Time-Based Unit award, and the total grant date value of the NEO’s fiscal year 2025 awards (initially to be allocated equally between Time-Based Units and Performance-Based Units), for each of Messrs. Lin, Silberstein, Rayabhari and Russell. However, the Human Capital and Compensation Committee was not yet ready, at that time, to approve the awards for Mr. Pickle or to approve the final terms of any Financial Metric PSUs. In late May 2024, the Human Capital and Compensation Committee approved an award of Time-Based Units for Mr. Pickle. In June 2024, the Human Capital and Compensation Committee approved the Financial Metric PSU awards for each of the NEOs (other than Dr. Hou). Because the price of our common stock increased significantly between the time the Committee first considered awards (and granted the Time-Based Units and determined total equity award values) for the NEOs (other than Mr. Pickle and Dr. Hou) in March 2024 and the June 2024 grant date for the Financial Metric PSUs, the Human Capital and Compensation Committee believed it would be appropriate to increase the grant date value that had originally been allocated to the Performance-Based Unit award for each NEO (other than Mr. Pickle and Dr. Hou) by 30% so that the target number of PSUs subject to the awards would be closer to the number of PSUs that would have been subject to the award had it been granted in March 2024 with the NEO’s Time-Based Unit award. No adjustment was made to Mr. Pickle’s awards because all of his awards were granted in June 2024 or late May 2024. Dr. Hou’s Time-Based Units and Financial Metric PSUs were awarded in accordance with the terms of his employment agreement in connection with his becoming our President and CEO in June 2024. The number of shares covered by the awards granted to our NEOs, and the target grant value of each award as determined by the Human Capital and Compensation Committee (after giving effect to the adjustment of the Performance-Based Unit award values in June 2024 as to the awards for Messrs. Lin, Silberstein, Rayabhari, and Russell) is set forth in the table below (with PSUs shown at the target number of units).

  61. Equity Incentive Awards

    | Executive | Time-Based Units | Performance-Based Units (Target) | Time- Based Units (Target Grant Value) (1) | Performance-Based Units (Target Grant Value) (1) | | Dr. Hou | 77,800 | 77,801 | $3,000,000 | $3,000,000 | | Mr. Lin | 54,726 | 39,086 | $1,129,000 | $1,467,700 | | Mr. Silberstein | 53,320 | 38,082 | $1,100,000 | $1,430,000 | | Mr. Rayabhari | 48,400 | 34,568 | $998,500 | $1,298,050 | | Mr. Russell | 37,905 | 27,073 | $782,000 | $1,016,600 | | Mr. Pickle | 90,706 | 86,551 | $3,250,000 | $3,250,000 |

  62. Equity Incentive Awards

    | (1) The Human Capital and Compensation Committee provided that the number of units (or target number of units) subject to each award would be determined by dividing the applicable target grant value approved by the Human Capital and Compensation Committee by the volume-weighted average of the closing prices for a share of our common stock (in regular trading) on The Nasdaq Stock Market over a period of 30 consecutive trading days preceding the grant date. Accordingly, the target grant values presented in this table will generally differ from the grant date fair values (as determined for accounting purposes) of these awards presented in the executive compensation tables below. The grant date fair value of each award as determined for accounting purposes is disclosed in the Grants of Plan-Based Awards – Fiscal Year 2025 table below. |

  63. Equity Incentive Awards

    In addition to the awards included in the table above and discussed generally below, Mr. Rayabhari was awarded 3,230 Time-Based Units on March 27, 2024 that were scheduled to vest one year after grant. Mr. Rayabhari (like many of the Company’s executive officers) did not receive a cash bonus for fiscal year 2024, and this award was in recognition of Mr. Rayabhari’s individual contributions to the Company during fiscal year 2024 and to provide an additional retention incentive. Time-Based Restricted Stock Unit Awards Time-Based Units granted to our NEOs in fiscal year 2025 generally vest annually over three years from the date of grant (in the case of the Time-Based Units granted to Dr. Hou, vesting on a quarterly basis over a three-year time period, subject to a one-year cliff for the award, as provided in his employment agreement). Performance-Based Restricted Stock Units – Financial Metric PSUs The Performance-Based Units granted to the NEOs in fiscal year 2025 are Financial Metric PSUs eligible to vest based on the Company’s net sales and non-GAAP adjusted operating income for each of fiscal years 2025, 2026 and 2027 (as well as the executive’s continued employment with the Company), with one-third of the target number of PSUs for the award allocated to fiscal year 2025, two-thirds of the target number of PSUs for the award allocated to fiscal year 2026, and 100% of the target number of PSUs for the award allocated to fiscal year 2027 (and with the number of PSUs that would vest for fiscal years 2026 and 2027 to be reduced by any PSUs that vested for a prior fiscal year). The percentage of the target number of PSUs that vest for each performance period is determined 50% based on the Company’s net sales for that period and 50% based on the Company’s non-GAAP adjusted operating income for that period. In no event will an award vest more than 200% of the target number of PSUs subject to the award (with interim limits such that no more than one-third of the total target number of PSUs subject to award may vest for fiscal year 2025 and no more than two-thirds of the total target number of PSUs subject to the award may vest for fiscal years 2025 and 2026 in the aggregate). In addition, the Human Capital and Compensation Committee determined that the vesting percentage for the portion of the award allocated to fiscal year 2027 would be subject to a “TSR Multiplier” based on the Company’s TSR for the three-year period covered by the award (consisting of fiscal years 2025, 2026 and 2027) relative to the TSRs for the companies that are in the Russell 3000 Index on the first day of that period and remain publicly traded companies through the last day of the performance period, (except that, if a company in the index on the first day of the performance period ceases to be a public company due to its bankruptcy or insolvency during the performance period the company will be included at the lowest TSR level) (the “Relative TSR Ranking”). For these purposes, TSR is calculated based on the average closing prices over the 30-trading-day period at the beginning of the performance period and the 30-trading day period ending with the last trading day of the performance period, and assuming that dividends paid during the performance period are reinvested as of the payment date. The TSR Multiplier is determined based on the Relative TSR Ranking for the three-year performance period and is applied to the target number of shares allocated to the fiscal year 2027 period. If the Company’s Relative TSR Ranking for the three-year period is at the 25th percentile or lower, the TSR Multiplier would be 75%, and if the Company’s Relative TSR Ranking for the three-year period is at the 75th percentile or higher, the TSR Multiplier would be 125%. If the Company’s Relative TSR Ranking for the three-year period is between the 25th percentile and the 75th percentile, the TSR Multiplier would be determined by linear interpolation for performance between 75% and 125%. However, in no event will an award vest more than 200% of the target number of PSUs subject to the award. When it approved these grants in June 2024, the Human Capital and Compensation Committee provided that the vesting percentage for the Financial Metric PSUs allocated to the fiscal year 2025 performance period would be determined in accordance with the following table (with the percentage determined by linear interpolation for performance between the levels indicated in the table):

  64. Equity Incentive Awards

    | Net Sales for the FY25 Performance Period (in millions) (50%) | Non-GAAP Adjusted Operating Income for the FY25 Performance Period (in millions) (50%) | Vesting Percentage | | Less than $775.2 | Less than $119.3 | 0% | | $775.2 | $119.3 | 60% | | $912.0 | $159.0 | 100% | | $1,048.8 or more | $198.8 or more | 160% |

  65. Equity Incentive Awards

    For purposes of these awards, the Company’s net sales for fiscal year 2025 was $909.3 million and the Company’s Non-GAAP adjusted operating income for fiscal year 2025 was $149.0 million. Accordingly, in March 2025 the Human Capital and Compensation Committee determined that each of the NEOs’ awards of Financial Metric PSUs granted in fiscal year 2025 vested as to 94.57% of the total target number of PSUs subject to the award that were allocated to the fiscal year 2025 performance period. Vesting of Fiscal Year 2024 and 2023 Performance-Based Awards Fiscal 2024 Financial Metric PSUs. In fiscal year 2024, we granted Financial Metric PSUs to our NEOs (other than Dr. Hou) that are eligible to vest based on the Company’s net sales and non-GAAP adjusted operating income for each of fiscal years 2024, 2025 and 2026. One-third of the target number of units is allocated to each of the three fiscal years covered by the award, with one-half of the target units for each fiscal year being allocated to each of the two performance metrics. Between 0% and 200% of the target number of units allocated to each metric for each fiscal year is eligible to vest based on our performance during that fiscal year. However, for the fiscal year 2025 and 2026 performance periods, the vesting percentage for a particular metric (net sales or non-GAAP adjusted operating income) will be 0% for that metric for that fiscal year if the Company’s actual performance level for that metric in that fiscal year does not exceed the Company’s actual performance level for that metric in the immediately preceding fiscal year. The Financial Metric PSUs granted in fiscal year 2024 and allocated to the fiscal year 2025 performance period for each metric were eligible to vest as follows (other than in the case of the awards for Messrs. Pickle and Lin, discussed below):

  66. Equity Incentive Awards

    | If the Company’s Actual Net Sales or Non-GAAP Adjusted Operating Income Performance for Fiscal Year 2025 (as a Percentage of the Applicable Target Stated Below for that Performance Period) is: | The Vesting Percentage for the Portion of the Award Corresponding to that Financial Metric is: | | Below 80% of the target | 0% | | 80% of the target | 60% | | 85% of the target | 70% | | 90% of the target | 80% | | 95% of the target | 90% | | 100% of the target | 100% | | 105% of the target | 105% | | 110% of the target | 110% | | 115% of the target | 115% | | 120% of the target | 125% | | 125% of the target | 130% | | 130% of the target | 135% | | 135% of the target | 140% | | 140% of the target | 145% | | 145% of the target | 150% | | 150% of the target | 155% | | Above 150% of the target | 200% |

  67. Equity Incentive Awards

    For purposes of these Financial Metric PSUs awarded to the NEOs (other than Messrs. Pickle and Lin), the target level of net sales for fiscal year 2025 was $1,439 million and the target level of non-GAAP adjusted operating income was $316.7 million. In the employment agreement negotiations with each of Messrs. Pickle and Lin during fiscal year 2024, the Human Capital and Compensation Committee agreed that it would re-consider the financial metric levels used in granting their Financial Metric PSUs as Messrs. Pickle and Lin had not been employed with the Company for the first portion of the fiscal year (when the Financial Metric PSUs were awarded to the other NEOs) and the Human Capital and Compensation Committee wanted to set goals for the awards for Messrs. Pickle and Lin that would be more reflective of expectations once Messrs. Pickle and Lin had joined the Company. For the portion of the Financial Metric PSUs awarded to Messrs. Pickle and Lin in fiscal year 2024 that are allocated to the fiscal year 2025 performance period, the awards are eligible to vest as follows:

  68. Equity Incentive Awards

    | If the Company’s Actual Net Sales for Fiscal Year 2025 (in millions) is: | If the Company’s Actual Non-GAAP Adjusted Operating Income for Fiscal Year 2025 (in millions) is: | The Vesting Percentage for the Portion of the Award Corresponding to that Financial Metric is: | | Less than $866.0 | Less than $136.0 | 0% | | $866.0 | $136.0 | 60% | | $886.0 | $145.0 | 100% | | Equal to or Greater than $921.0 | Equal to or Greater than $160.0 | 200% |

  69. Equity Incentive Awards

    If actual performance falls between two levels in the applicable table above, the vesting percentage for that metric will be determined using straight line interpolation between those levels. Pursuant to the terms of his employment agreement, Mr. Pickle was eligible to vest in the fiscal year 2025 installment of his Financial Metric PSUs granted to him during fiscal year 2024 as his employment was terminated by us without cause less than 12 months before the end of fiscal year 2025. In March 2025, the Human Capital and Compensation Committee determined that the Company’s net sales for fiscal year 2025 was $909.3 million, and the Company non-GAAP adjusted operating income for fiscal year 2025 was $149 million. Accordingly, based on the charts above, the fiscal year 2025 vesting percentage for each of the Financial Metric PSUs granted to the NEOs (other than Messrs. Pickle and Lin) in fiscal year 2024 was 0%, and the fiscal year 2025 vesting percentage for each of the Financial Metric PSUs granted to Messrs. Pickle and Lin in fiscal year 2024 was 146.62%. The remaining one-third of the target number of Financial Metric PSUs granted to these NEOs in fiscal year 2024 (other than Mr. Pickle’s award) remain outstanding and eligible to vest based on our net sales and non-GAAP adjusted operating income during fiscal year 2026. Relative TSR PSUs. In fiscal years 2023 and 2024, we granted restricted stock units to our NEOs that vest based on our TSR percentile rank against a comparison group of companies over 1-, 2- and 3-year performance periods (“Relative TSR PSUs”). A target number of the Relative TSR PSUs is covered by each award, with one-third of the target number of units allocated to each of the three performance periods covered by the award (for example, the first period for the fiscal year 2024 award consists of our 2024 fiscal year, the second period consists of our 2024 and 2025 fiscal years, and the third period consists of our 2024, 2025 and 2026 fiscal years). Between 0% and 200% of the target number of units allocated to each of those periods is eligible to vest based on our relative TSR performance through the end of that period determined as follows:

  70. Equity Incentive Awards

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

  71. Equity Incentive Awards

    The TSR Percentile Rank for a performance period is the percentile ranking of our TSR for that performance period as compared to the TSRs achieved by the companies comprising the Comparison Group for that performance period. The “Comparison Group” means each of the companies included in the Russell 3000 Index (or the S&P Semiconductor Select Industry Index in the case of the fiscal year 2023 awards) as of the first day of the performance period that remains a publicly traded company through the last day of the performance period, with any company included in the applicable index as of the first day of the performance period that does not remain a publicly traded company through the last day of the performance period as a result of such company’s bankruptcy, insolvency or liquidation included but its TSR for that performance period is deemed to be -100%. For these purposes, TSR for both the Company and the Comparison Group companies is calculated based on the average closing prices over the 30-trading-day period preceding the performance period and the 30-trading day period ending with the last day of the performance period and assuming in each case that all dividends issued over the performance period are reinvested as of the payment date. The Award Multiplier for a performance period determined based on the TSR Percentile Rank for that performance period is applied to the target number of shares allocated to the applicable performance period. If the TSR Percentile Rank falls between two levels in the table above, the Award Multiplier will be determined using straight line interpolation between those levels. In addition, if the Company’s TSR for a particular performance period is negative, the Award Multiplier for that performance period is capped at 100%. The second performance period for the fiscal year 2024 Relative TSR PSUs consisted of our 2024 and 2025 fiscal years, and the third performance period for the fiscal year 2023 Relative TSR PSUs consisted of our 2023, 2024 and 2025 fiscal years. In March 2025, the Human Capital and Compensation Committee determined that the vesting percentages for these portions of the awards were 100% and 200%, respectively, as illustrated in the table below.

  72. Equity Incentive Awards

    | Year of Grant | Measurement Period | % of Target Award Tied to Period | Semtech TSR | TSR Percentile Rank | Award Multiplier (% of Target Units Vesting) | | Fiscal Year 2023 | 3 years Ending FYE25 | 33 1/3% | -18.00% | 50th | 100% | | Fiscal Year 2024 | 2 years Ending FYE25 | 33 1/3% | 122.96% | 91st | 200% |

  73. Equity Incentive Awards

    The remaining one-third of the target number of Relative TSR PSUs granted in fiscal year 2024 remain outstanding and eligible to vest based on our relative TSR performance during the three-year performance period consisting of our fiscal years 2024-2026.

  74. Employment Agreements and Change in Control Benefits

    Employment Agreements and Change in Control Benefits The Human Capital and Compensation Committee believes that providing employment agreements and/or severance protections to our executive officers is appropriate in certain cases to induce a new executive to join the Company or to help to ensure the day-to-day stability and focus of our management team. As described above, the Human Capital and Compensation Committee approved an employment agreement for Dr. Hou during fiscal year 2025, and for Mr. Lin during fiscal year 2024, that provides severance benefits on certain terminations of the executive’s employment with the Company. Each of the employment agreements was negotiated with the executive in order to incentivize the executive to join the Company as an officer. The Human Capital and Compensation Committee evaluates the level of severance benefits, if any, to be provided to other NEOs on a case-by-case basis taking into account severance benefit levels provided to executives holding similar positions at the Peer Group companies. Mr. Pickle’s employment was terminated by the Company without “cause” (as defined for purposes of his employment agreement) effective July 6, 2024. Mr. Pickle received the severance benefits provided for in his employment agreement for such a termination of his employment. Mr. Russell’s employment was terminated by the Company effective March 6, 2025, and we entered into a Separation Agreement with Mr. Russell in connection with such termination. Severance benefits for a termination of an executive’s employment by the Company without cause, or by the executive for good reason, in connection with a change in control of the Company are provided for under the Semtech Corporation Executive Change in Control Retention Plan (the “CIC Plan”). For a description of the employment agreements with Dr. Hou and Messrs. Pickle and Lin, the CIC Plan, Mr. Russell’s Separation Agreement, Mr. Pickle’s severance benefits, and the Company’s other severance arrangements, see the “Employment Agreements” and “Potential Payments on Termination or Change in Control” sections below.

  75. HUMAN CAPITAL AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    | SUMMARY COMPENSATION TABLE – FISCAL YEARS 2023-2025 | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Hong Hou (4)(5) | 2025 | 405,000 | 350,000 | 5,256,971 | – | 370,500 | 377,083 | 6,759,554 | | President and Chief Executive Officer | | | | | | | | | | Mark Lin (4) | 2025 | 420,000 | – | 2,937,733 | – | 179,556 | 10,056 | 3,547,345 | | Executive Vice President and Chief Financial Officer | 2024 | 129,231 | 200,000 | 1,940,754 | – | – | – | 2,269,985 | | Asaf Silberstein | 2025 | 413,000 | – | 2,862,280 | – | 208,160 | 9,925 | 3,493,366 | | Executive Vice President and Chief Operating Officer | 2024 | 450,635 | – | 2,269,521 | – | – | 33,332 | 2,753,488 | | | 2023 | 410,000 | – | 1,916,714 | – | 328,000 | 43,344 | 2,698,058 | | Madhusudhan Rayabhari (4) | 2025 | 396,154 | – | 2,688,140 | – | 187,736 | 3,700 | 3,275,732 | | Senior Vice President and General Manager, Analog Mixed Signal and Wireless | | | | | | | | | | Mark Russell (4)(7) | 2025 | 350,000 | – | 2,034,828 | – | 137,484 | 8,380 | 2,530,696 | | Senior Vice President, Global Sales & Marketing | | | | | | | | | | Paul H. Pickle (6) | 2025 | 300,000 | – | 7,529,281 | – | – | 981,154 | 8,811,520 | | Former President and Chief Executive Officer | 2024 | 365,000 | – | 6,380,681 | – | – | – | 6,745,681 |

  76. Employment Agreements

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

  77. Employment Agreements

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

  78. Employment Agreements

    | • | Dr. Hou is entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Dr. Hou’s annual target and maximum bonus opportunities are 100% and 200%, respectively, of his base salary for the corresponding fiscal year. For fiscal year 2025, Dr. Hou’s bonus would be determined in accordance with the performance objectives for the Company that have been previously established by the Board and pro-rated in accordance with the proportion of time within the fiscal year that Dr. Hou was employed by the Company. |

  79. Employment Agreements

    | • | During fiscal year 2025, the Company granted Dr. Hou a stock unit award covering a number of shares of Company common stock equal to $6,000,000 divided by the volume-weighted average of the closing prices for a share of the Company’s common stock (in regular trading) on The Nasdaq Stock Market over the 30 consecutive trading days ending with June 6, 2024. Half of the stock units awarded to Dr. Hou are time-based vesting stock units (“RSUs”) scheduled to vest, subject to Dr. Hou’s continued service, over a three-year period (with one-third of the RSUs scheduled to vest on July 1, 2025 and one-twelfth of the RSUs on the first trading day of each calendar quarter thereafter for the following eight calendar quarters). Half of the stock units awarded to Dr. Hou are the “target” number of performance-based vesting stock units subject to an award of Financial Metric PSUs, which are eligible to vest on the same terms as described above for the Financial Metric PSUs awarded to the other NEOs for fiscal year 2025. |

  80. Employment Agreements

    | • | Any additional equity awards for Dr. Hou will be in the discretion of the Board (or a committee thereof). |

  81. Employment Agreements

    | • | Dr. Hou received a sign-on bonus in the aggregate gross amount of $350,000 (the “Sign-On Bonus”), paid in six equal monthly installments commencing July 2024 and concluding December 2024. Dr. Hou will be obligated to repay the Sign-On Bonus to the Company if he resigns other than for Good Reason or the Company terminates his employment for Cause, in each case pursuant to a notice delivered prior to June 6, 2025. |

  82. Employment Agreements

    | • | The Company paid $350,000 that Dr. Hou was required to repay to his prior employer in connection with commencing employment with the Company (the “Buy-Out Award”). Dr. Hou will be obligated to repay the Buy-Out Award to the Company if he resigns other than for Good Reason or the Company terminates his employment for Cause, in each case pursuant to a notice delivered prior to June 6, 2025. |

  83. Employment Agreements

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

  84. Employment Agreements

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

  85. Employment Agreements

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

  86. Employment Agreements

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

  87. Employment Agreements

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

  88. Employment Agreements

    | • | Mr. Lin received a signing bonus of $200,000. The signing bonus vests monthly over the two year period following his start date. If Mr. Lin’s employment with the Company ends during that two year period (other than in circumstances triggering severance benefits for Mr. Lin, as described below), Mr. Lin has agreed to repay the then-unvested portion of the signing bonus to the Company. |

  89. Employment Agreements

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

  90. Employment Agreements

    The term of Mr. Lin’s employment agreement is for an initial term commencing on his October 2, 2023 start date and ending on October 2, 2028, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company or Mr. Lin. Employment Agreement with Paul Pickle On May 25, 2023, the Company and Mr. Pickle entered into an employment agreement that provided for Mr. Pickle’s employment with the Company, as its President and CEO, effective as of June 30, 2023. The terms of Mr. Pickle’s employment agreement were negotiated with Mr. Pickle and included the following compensation and benefits while he served the Company in that position.

  91. Employment Agreements

    | • | Mr. Pickle was entitled to an annual base salary of $650,000, which could be increased (but not decreased) by the Board (or a committee thereof) from time to time. |

  92. Employment Agreements

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

  93. Employment Agreements

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

  94. Employment Agreements

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

  95. Employment Agreements

    The term of Mr. Pickle’s employment under the Pickle Employment Agreement was for an initial term commencing on his June 30, 2023 start date and ending on June 30, 2028, with automatic one-year renewals unless one party provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company or Mr. Pickle. As noted above, Mr. Pickle’s employment with the Company terminated on June 6, 2024.

  96. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information regarding the equity and non-equity incentive awards granted to the NEOs during fiscal year 2025. The material terms of each award are described below under “Description of Fiscal Year 2025 Plan-Based Awards.”

  97. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

  98. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Dr. Hou | | | | | | | | | | | | | Annual Incentive | N/A | 162,500 | 650,000 | 1,300,000 | – | – | – | – | – | – | – | | RSU | 6/11/2024 | – | – | – | – | – | – | 77,800 | – | – | 2,411,800 | | PSU (Financial Metric/TSR Hybrid) | 6/11/2024 | – | – | – | 46,680 | 77,801 | 155,602 | – | – | – | 2,845,171 | | Mr. Lin | | | | | | | | | | | | | Annual Incentive | N/A | 78,750 | 315,000 | 630,000 | – | – | – | – | – | – | – | | RSU | 3/5/2024 | – | – | – | – | – | – | 54,726 | – | – | 1,194,121 | | PSU (Financial Metric/TSR Hybrid) | 6/4/2024 | – | – | – | 23,451 | 39,086 | 78,172 | – | – | – | 1,743,612 | | Mr. Silberstein | | | | | | | | | | | | | Annual Incentive | N/A | 91,000 | 364,000 | 728,000 | – | – | – | – | – | – | – | | RSU | 3/5/2024 | – | – | – | – | – | – | 53,320 | – | – | 1,163,442 | | PSU (Financial Metric/TSR Hybrid) | 6/4/2024 | – | – | – | 22,849 | 38,082 | 76,164 | – | – | – | 1,698,838 | | Mr. Rayabhari | | | | | | | | | | | | | Annual Incentive | N/A | 80,000 | 320,000 | 640,000 | – | – | – | – | – | – | – | | RSU | 3/5/2024 | – | – | – | – | – | – | 48,400 | – | – | | | RSU | 3/27/2024 | | | | | | | 3,230 | | | 89,988 | | PSU (Financial Metric/TSR Hybrid) | 6/4/2024 | – | – | – | 20,740 | 34,568 | 69,136 | – | – | – | 1,542,064 | | Mr. Russell | | | | | | | | | | | | | Annual Incentive | N/A | 65,625 | 262,500 | 525,000 | – | – | – | – | – | – | – | | RSU | 3/5/2024 | – | – | – | – | – | – | 37,905 | – | – | 827,087 | | PSU (Financial Metric/TSR Hybrid) | 6/4/2024 | – | – | – | 16,243 | 27,073 | 54,146 | – | – | – | 1,207,741 | | Mr. Pickle | | | | | | | | | | | | | Annual Incentive | N/A | 162,500 | 650,000 | 1,300,000 | – | – | – | – | – | – | – | | RSU | 5/25/2024 | – | – | – | – | – | – | 90,706 | – | – | 3,650,917 | | PSU (Financial Metric/TSR Hybrid) | 6/4/2024 | – | – | – | 51,930 | 86,551 | 173,102 | – | – | – | 3,861,055 |

  99. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | Legend | | | | | RSU | Time-Based Units | PSU | Performance-Based Units |

  100. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | (1) All equity awards were made pursuant to the 2017 Plan. |

  101. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | (2) Non-Equity Incentive Plan Awards (if any) are paid to our executives shortly following the end of the fiscal year for their performance during the fiscal year. There is no guaranteed minimum bonus under the applicable plan. For each NEO, the “Threshold” represents the amount which would be paid assuming no amount is attributed to their individual performance and each factor attributed to Company performance is paid at the lowest level at which any payout may be made; the “Target” represents the executive’s base salary multiplied by the target award percentage established for the executive; and the “Maximum” represents the maximum amount payable pursuant to the applicable plan assuming the maximum amount is attributed to the executive’s individual performance and each factor attributed to Company performance is paid at the maximum level. |

  102. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | (3) These columns represent awards of Financial Metric/TSR Hybrid PSUs. There is no guaranteed minimum payout for these awards. |

  103. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | (4) The awards reflected in this column represent Time-Based Units. |

  104. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | (5) The valuation of equity awards is computed in accordance with FASB ASC Topic 718 and based on assumptions set forth in Note 11 to the financial statements filed with the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2025. |

  105. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2025 (1)

    | The awards are valued as of the date of grant, disregarding any estimate of forfeitures related to service-based vesting conditions. The Time-Based Units and Performance-Based Units included in this table that vest are settled 100% in shares. Also see footnote (1) to the Summary Compensation Table above for more information on the valuation of these awards. |

  106. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 Information regarding the outstanding equity awards held by each NEO as of January 26, 2025 is presented below:

  107. Outstanding Equity Awards at Fiscal Year-End 2025

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (2) ($) | | DR. HOU | | | | | | | | | | | 6/11/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | – | – | 51,867 | 3,787,328 | | 6/11/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | 24,525 | 1,790,816 | – | – | | 6/11/2024 – RSU (4) | – | – | – | – | | 77,800 | 5,680,956 | – | – | | TOTAL | – | – | – | – | | 102,325 | 7,471,772 | 51,867 | 3,787,328 | | MR. LIN | | | | | | | | | | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | – | – | 26,057 | 1,902,682 | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | 12,321 | 899,679 | – | – | | 3/5/2024 – RSU (5) | – | – | – | – | | 54,726 | 3,996,093 | – | – | | 1/26/2024 – Financial Metric (6) | – | – | – | – | | – | – | 6,329 | 462,144 | | 10/2/2023 – TSR (7) | – | – | – | – | | – | – | 6,329 | 462,144 | | 10/2/2023 – RSU (8) | – | – | – | – | | 22,149 | 1,617,32 | – | – | | TOTAL | – | – | – | – | | 89,196 | 6,513,092 | 38,715 | 2,826,970 | | MR. SILBERSTEIN | | | | | | | | | | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | – | – | 25,388 | 1,853,832 | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | 12,004 | 876,532 | – | – | | 3/5/2024 – RSU (5) | – | – | – | – | | 53,320 | 3,893,42 | – | – | | 3/7/2023 – TSR (7) | – | – | – | – | | – | – | 4,965 | 362,544 | | 3/7/2023 – Financial Metric (6) | – | – | – | – | | – | – | 4,965 | 362,544 | | 3/7/2023 – RSU (5) | – | – | – | – | | 24,274 | 1,772,487 | – | – | | 3/8/2022 – RSU (5) | – | – | – | – | | 5,325 | 388,832 | – | – | | TOTAL | – | – | – | – | | 94,923 | 6,931,277 | 35,318 | 2,578,920 | | MR. RAYABHARI | | | | | | | | | | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | – | – | 23,045 | 1,682,746 | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | 10,897 | 795,669 | – | – | | 3/27/2024 – RSU (9) | – | – | – | – | | 3,230 | 235,855 | – | – | | 3/5/2024 – RSU (5) | – | – | – | – | | 48,400 | 3,534,168 | – | – | | 3/7/2023 – TSR (7) | – | – | – | – | | – | – | 3,475 | 253,745 | | 3/7/2023 – Financial Metric (6) | – | – | – | – | | – | – | 3,475 | 253,745 | | 3/7/2023 – RSU (5) | – | – | – | – | | 16,992 | 1,240,756 | – | – | | 3/8/2022 – RSU (5) | – | – | – | – | | 4,260 | 311,065 | – | – | | TOTAL | – | – | – | – | | 83,779 | 6,117,543 | 29,995 | 2,190,236 |

  108. Outstanding Equity Awards at Fiscal Year-End 2025

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 (CONTINUED) | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name (Grant Date – Award Type) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (Per Share) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (2) ($) | | MR. RUSSELL | | | | | | | | | | | 6/4/2024 – Financial Metric/TSR Hybrid (3) (10) | – | – | – | – | | – | – | 18,049 | 1,317,938 | | 6/4/2024 – Financial Metric/TSR Hybrid (3) | – | – | – | – | | 8,533 | 623,080 | – | – | | 3/5/2024 – TSR (7) (10) | – | – | – | – | | 37,905 | 2,767,823 | – | – | | 1/1/2024 – RSU (11) (10) | – | – | – | – | | 23,510 | 1,716,700 | – | – | | TOTAL | – | – | – | – | | 69,948 | 5,107,603 | 18,049 | 1,317,938 |

  109. Outstanding Equity Awards at Fiscal Year-End 2025

    | Legend | | | | | RSU | Time-Based Units | Financial Metric | Financial Metric Performance-Based Units | | TSR | Total Stockholder Return Performance-Based Units | | |

  110. Outstanding Equity Awards at Fiscal Year-End 2025

    | (1) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of Shares or Units of Stock That Have Not Vested” column by $73.02 (the closing price of the Company’s common stock on January 24, 2025, the last trading day of fiscal year 2025). |

  111. Outstanding Equity Awards at Fiscal Year-End 2025

    | (2) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested” column by $73.02 (the closing price of the Company’s common stock on January 24, 2025, the last trading day of fiscal year 2025). |

  112. Outstanding Equity Awards at Fiscal Year-End 2025

    | (3) The Financial Metric/TSR-Hybrid PSUs granted in fiscal year 2025 vest based on the Company’s attainment of pre-established net sales and non-GAAP adjusted operating income targets for three one-year performance periods (fiscal years 2025, 2026 and 2027), subject to adjustment based on as our TSR relative to the TSR of the companies included in the Russell 3000 Index and can range from 0% to 200% of the target number of units subject to the award. The units subject to these awards that were eligible to vest based on the Company’s performance during fiscal year 2025 and that the Human Capital and Compensation Committee determined were eligible to vest based on such performance are reported in the “Number of Shares or Units of Stock That Have Not Vested” column. These units vested on March 26, 2025 (the date of the Human Capital and Compensation Committee’s determination of such performance). The number of units reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column represents the number of units that will be eligible to vest based on the Company’s performance during fiscal years 2026 and 2027 if the target level of performance for each metric is achieved. |

  113. Outstanding Equity Awards at Fiscal Year-End 2025

    | (4) Dr. Hou’s Time-Based Units vest one-third on July 1, 2025 and as to the remaining two-thirds, in eight quarterly installments beginning on October 1, 2025. |

  114. Outstanding Equity Awards at Fiscal Year-End 2025

    | (5) These Time-Based Units vest in approximately equal annual installments over three years as set forth below: |

  115. Outstanding Equity Awards at Fiscal Year-End 2025

    | Grant Date | 1st Vesting Date | 2nd Vesting Date | 3rd Vesting Date | | 3/5/2024 | 3/5/2025 | 3/5/2026 | 3/5/2027 | | 3/7/2023 | 3/7/2024 | 3/7/2025 | 3/7/2026 | | 3/8/2022 | 3/8/2023 | 3/8/2024 | 3/8/2025 |

  116. Outstanding Equity Awards at Fiscal Year-End 2025

    | (6) The Financial Metric PSUs granted in fiscal year 2024 vest based on the Company’s attainment of pre-established revenue and non-GAAP adjusted operating income targets for three one-year performance periods (fiscal years 2024, 2025 and 2026), with one-third of the target number of units subject to the award being allocated to each performance period and the vesting percentage ranging from 0% to 200% of the target number of units allocated to that performance period. For Messrs. Pickle and Lin, the units subject to these awards that were eligible to vest based on the Company’s performance during fiscal year 2025 and that the |

  117. Outstanding Equity Awards at Fiscal Year-End 2025

    | Human Capital and Compensation Committee determined were eligible to vest based on such performance are reported in the “Number of Shares or Units of Stock That Have Not Vested” column. These units vested on March 26, 2025 (the date of the Human Capital and Compensation Committee’s determination of such performance). For each of the other NEOs, fiscal year 2025 performance was below the applicable threshold performance level as to the portion of the award allocated to the fiscal year 2025 performance period and these portions of the awards were forfeited. The number of units reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column represents the number of units that will be eligible to vest based on the Company’s performance during fiscal year 2026 if the target level of performance for each metric is achieved. |

  118. Outstanding Equity Awards at Fiscal Year-End 2025

    | (7) The Relative TSR PSUs granted in fiscal year 2024 vest based on our TSR relative to the TSR of the companies included in the Russell 3000 Index on the date of grant of the awards. TSR will be measured for each of the three measurement periods applicable to the award: the Company’s fiscal year 2024, fiscal years 2024 and 2025, and fiscal years 2024, 2025 and 2026 with one-third of the target number of units allocated to each performance period. The units subject to these awards that were eligible to vest based on the Company’s performance during the performance period consisting of fiscal years 2024 and 2025 and that the Human Capital and Compensation Committee determined were eligible to vest based on such performance are reported in the “Number of Shares or Units of Stock That Have Not Vested” column. These units vested on March 4, 2025 (the date of the Human Capital and Compensation Committee’s determination of such performance). The number of units reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column represents the number of units that will be eligible to vest, assuming for purposes of this illustration that the maximum level pf performance is attained, based on the Company’s performance during the performance period consisting of fiscal years 2024, 2025 and 2026. |

  119. Outstanding Equity Awards at Fiscal Year-End 2025

    | (8) Mr. Lin’s Time-Based Units vest one-third on October 2, 2024 and as to the remaining two-thirds, in eight quarterly installments beginning on January 2, 2025. |

  120. Outstanding Equity Awards at Fiscal Year-End 2025

    | (9) Mr. Rayabhari’s Time-Based Units granted on March 27, 2024 vest in one annual installment on March 27, 2025. |

  121. Outstanding Equity Awards at Fiscal Year-End 2025

    | (10) Mr. Russell separated from employment with the Company on March 6, 2025. All of his unvested Company equity awards outstanding on that date were terminated. |

  122. Outstanding Equity Awards at Fiscal Year-End 2025

    | (11) Mr. Russell’s Time-Based Units vest one-third on January 1, 2025 and as to the remaining two-thirds, were scheduled to vest in eight quarterly installments beginning on April 1, 2025. |

  123. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table identifies option awards that were exercised by our NEOs during fiscal year 2025 and other stock awards that vested during fiscal year 2025 that were previously granted to our NEOs:

  124. Option Exercises and Stock Vested in Fiscal Year 2025

    | OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Dr. Hou | – | – | 3,534 | 110,190 | | Mr. Lin | – | – | 44,164 | 2,797,937 | | Mr. Silberstein | – | – | 37,570 | 1,687,894 | | Mr. Rayabhari | – | – | 26,884 | 1,173,301 | | Mr. Russell | – | – | 11,755 | 727,047 | | Mr. Pickle | – | – | 211,654 | 10,614,564 |

  125. Option Exercises and Stock Vested in Fiscal Year 2025

    | (1) The dollar amounts shown in the table above for option awards are determined by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date of exercise and the exercise price of the options. The dollar amounts shown in the table above for stock awards are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of our common stock on the vesting date. |

  126. Nonqualified Deferred Compensation – Fiscal Year 2025

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

  127. Nonqualified Deferred Compensation – Fiscal Year 2025

    | NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2025 | | | | | | | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | | Dr. Hou | – | – | – | – | – | | Mr. Lin | 3,231 | 3,231 | 138 | – | 6,600 | | Mr. Silberstein | 3,500 | 3,500 | 1,677,825 | – | 4,152,267 | | Mr. Rayabhari | – | – | 535,614 | (742,328) | 1,688,180 | | Mr. Russell | 2,692 | 2,692 | 125 | – | 5,509 | | Mr. Pickle | – | – | – | – | – |

  128. Nonqualified Deferred Compensation – Fiscal Year 2025

    | (1) These amounts consist of base salary deferred under the Deferred Compensation Plan in fiscal year 2025. All of these amounts have been included in the “Base Salary” column of the “Summary Compensation Table – Fiscal Years 2023-2025” above. |

  129. Nonqualified Deferred Compensation – Fiscal Year 2025

    | (2) All of the amounts reported as “Registrant Contributions in the Last Fiscal Year” reflect Company matching contributions that are also included in the “All Other Compensation” column of the “Summary Compensation Table – Fiscal Years 2023-2025” above. |

  130. Nonqualified Deferred Compensation – Fiscal Year 2025

    | (3) These amounts consist of earnings credited under the Deferred Compensation Plan for fiscal year 2025 with respect to deferrals made under that plan and the appreciation in value during fiscal year 2025 (after the date of vesting of the units) of OSUs. No portion of these earnings on deferred compensation is considered to be at above-market rates under SEC rules; thus no such earnings are included as compensation in the “Summary Compensation Table – Fiscal Years 2023-2025” above. |

  131. Nonqualified Deferred Compensation – Fiscal Year 2025

    | (4) These amounts consist of the NEO’s fiscal year-end balance under the Deferred Compensation Plan as well as the fiscal year-end value of the executive’s vested OSUs (the payment of which is delayed until six months after the executive’s employment with the Company terminates). Deferred Compensation Plan balances include unvested amounts attributable to the Company’s contributions and earnings thereon. All amounts within the “Aggregate Balance at Last Fiscal Year End” column for each NEO were included in Summary Compensation Tables for previous years, to the extent the executive was named in such tables and the amounts were so required to be reported in such tables and with the value of OSUs included in the year of grant of those units based on the grant date fair value of the award. |

  132. Nonqualified Deferred Compensation – Fiscal Year 2025

    | The Deferred Compensation Plan balance for each of the NEOs at the end of fiscal year 2025 was as follows: Dr. Hou, $0; Mr. Pickle, $0; Mr. Lin, $6,600; Mr. Silberstein, $2,932,833; Mr. Rayabhari, $1,688,180; Mr. Russell, $5,509. The value of vested OSUs held by each of the NEOs at the end of fiscal year 2025 was as follows: Dr. Hou, $0; Mr. Pickle, $0; Mr. Lin, $0; Mr. Silberstein, $1,219,434; Mr. Rayabhari, $0; Mr. Russell, $0. These values are based on a value of column by $73.02 (the closing price of the Company’s common stock on January 24, 2024, the last trading day of fiscal year 2025). |

  133. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  134. PAY VERSUS PERFORMANCE

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

  135. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for CEO#1 ($)(1)(2) | Compensation Actually Paid to CEO#1 ($)(3) | Summary Compensation Table Total for CEO#2 ($)(1)(2) | Compensation Actually Paid to CEO#2 ($)(3) | Summary Compensation Table Total for CEO#3 ($)(1)(2) | Compensation Actually Paid to CEO#3 ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Semtech Net Income ($ Thousands) (5) | Semtech Non-GAAP Operating Income ($ Thousands) (6) | | | | | | | | | | | Semtech TSR ($)(4) | Philadelphia Semiconductor Index TSR ($)(4) | | | | 2025 | – | – | 8,811,520 | 7,763,060 | 6,759,554 | 18,621,432 | 3,211,783 | 12,210,924 | 139.03 | 277.64 | (161,896) | 148,989 | | 2024 | 7,757,751 | 5,468,214 | 6,745,681 | 5,023,239 | – | – | 2,434,248 | 1,004,869 | 39.2 | 225.68 | (1,092,029) | 92,688 | | 2023 | 1,064,219 | (11,233,662) | – | – | – | – | 2,675,024 | 1,017 | 63.12 | 153.08 | 61,372 | 210,665 | | 2022 | 1,667,178 | (1,985,990) | – | – | – | – | 2,706,114 | 1,735,115 | 129.15 | 171.69 | 125,645 | 202,792 | | 2021 | 1,519,953 | 11,763,074 | – | – | – | – | 1,574,886 | 2,455,948 | 135.09 | 150.05 | 59,867 | 139,535 |

  136. PAY VERSUS PERFORMANCE

    | (1) Mr. Maheswaran (“CEO #1”) was our CEO for all of fiscal years 2021, 2022 and 2023 and during fiscal year 2024 from January 30, 2023 through June 29, 2023. Mr. Pickle (“CEO #2”) was our CEO during fiscal year 2024 from June 30, 2023 through January 28, 2024 and during fiscal year 2025 through June 6, 2025. Dr. Hou (“CEO #3”) was our CEO during fiscal year 2025 from June 6, 2025 through January 26, 2025. For fiscal year 2021, our Non-PEO NEOs were Messrs. Chukwu, Beauchamp, Fulton and Silberstein. For fiscal year 2023, our Non-PEO NEOs were Messrs. Chukwu, Ammann, Beauchamp, Silberstein, Fulton and Chang. For fiscal year 2024, our Non-PEO NEOs were Messrs. Lin, Rodensky, Silberstein, Wilson, Chukwu and Ammann and Ms. McGee. For fiscal year 2025, our Non-PEO NEOs were Messrs. Lin, Silberstein, Rayabhari and Russell. |

  137. PAY VERSUS PERFORMANCE

    | (2) The average compensation for the CEOs and the Non-PEO NEOs for fiscal year 2025 was calculated from the Summary Compensation Table above. The average compensation for the CEO and the Non-PEO NEOs for each of the prior fiscal years was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the SEC in the calendar year in which that fiscal year ended. |

  138. PAY VERSUS PERFORMANCE

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

  139. PAY VERSUS PERFORMANCE

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

  140. PAY VERSUS PERFORMANCE

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

  141. PAY VERSUS PERFORMANCE

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

  142. PAY VERSUS PERFORMANCE

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

  143. PAY VERSUS PERFORMANCE

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

  144. PAY VERSUS PERFORMANCE

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

  145. PAY VERSUS PERFORMANCE

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

  146. PAY VERSUS PERFORMANCE

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

  147. PAY VERSUS PERFORMANCE

    | In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. |

  148. PAY VERSUS PERFORMANCE

    The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#1.

  149. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#1 | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | – | 7,757,751 | 1,064,219 | 1,667,178 | 1,519,953 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | – | (6,999,987) | – | – | – | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | – | 2,394,988 | – | – | – | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | – | – | (12,068,402) | (3,107,724) | 9,589,294 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | – | 2,758,653 | – | – | – | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | – | (25,725) | (229,479) | (545,444) | 653,827 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | – | (417,466) | – | – | – | | Compensation Actually Paid | – | 5,468,214 | (11,233,662) | (1,985,990) | 11,763,074 |

  150. PAY VERSUS PERFORMANCE

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

  151. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#2 | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 8,811,520 | 6,745,681 | – | – | – | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (7,529,281) | (6,380,681) | – | – | – | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | – | 4,169,932 | – | – | – | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | – | – | – | – | – | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 2,914,102 | 488,307 | – | – | – | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 5,279,925 | – | – | – | – | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (1,713,206) | – | – | – | – | | Compensation Actually Paid | 7,763,060 | 5,023,239 | – | – | – |

  152. PAY VERSUS PERFORMANCE

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

  153. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO#3 | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 6,759,554 | – | – | – | – | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (5,256,971) | – | – | – | – | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 17,042,868 | – | – | – | – | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | – | – | – | – | – | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | – | – | – | – | – | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 75,981 | – | – | – | – | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | – | – | – | – | – | | Compensation Actually Paid | 18,621,432 | – | – | – | – |

  154. PAY VERSUS PERFORMANCE

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

  155. PAY VERSUS PERFORMANCE

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | | Summary Compensation Table Total | 3,211,783 | 2,434,248 | 2,675,024 | 2,706,114 | 1,574,886 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (2,630,745) | (1,838,089) | (1,848,772) | (1,935,989) | (1,089,084) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 8,674,721 | 692,787 | 390,964 | 1,442,149 | 1,871,239 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 1,832,665 | (135,718) | (565,624) | (290,549) | 220,836 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | – | – | – | 149,845 | 132,876 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 1,122,501 | (31,806) | (207,517) | (336,455) | (254,805) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | – | (116,553) | (443,058) | – | – | | Compensation Actually Paid | 12,210,924 | 1,004,869 | 1,017 | 1,735,115 | 2,455,948 |

  156. PAY VERSUS PERFORMANCE

    | (4) Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last three fiscal years |

  157. PAY VERSUS PERFORMANCE

    | against the Company’s total shareholder return and the total shareholder return for the Philadelphia Semiconductor Index (each calculated as described above) over that period of time. |

  158. PAY VERSUS PERFORMANCE

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

  159. PAY VERSUS PERFORMANCE

    | (6) This column shows the Company’s non-GAAP adjusted operating income for each fiscal year covered by the table. See Exhibit A for a reconciliation of non-GAAP adjusted operating income for fiscal years 2024 and 2025 to the most directly comparable GAAP measures (and the corresponding exhibit to our proxy statement for prior fiscal years). We consider non-GAAP adjusted operating income to be a key metric in our executive compensation program, used in determining the fiscal year 2025 annual bonuses for our NEOs. See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against the Company’s non-GAAP adjusted operating income for each of those years. |

  160. PAY VERSUS PERFORMANCE

    Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our NEOs for fiscal year 2025 with the Company’s performance.

  161. PAY VERSUS PERFORMANCE

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

  162. PAY VERSUS PERFORMANCE

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

  163. PAY VERSUS PERFORMANCE

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

  164. PAY VERSUS PERFORMANCE

    See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program.