DEF 14A of Maxlinear, Inc, Apr 4, 2024

DEF 14A of Maxlinear, Inc

Filed Apr 4, 2024 · FY20230001288469-24-000055

Open on EDGAR

  1. Is cumulative voting permitted for the election of directors?

    Is cumulative voting permitted for the election of directors? No. You may not cumulate your votes for the election of directors.

  2. Role and Composition of the Board; Election of Directors

    Role and Composition of the Board; Election of Directors As identified in our corporate governance principles, the role of our board of directors is to oversee the performance of our chief executive officer and other senior management. Our board of directors is responsible for hiring, overseeing, and evaluating management while management is responsible for running our day-to-day operations. As of the date of this proxy statement, our board of directors is composed of eight members and is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held this year for the Class III directors, in 2025 for the Class I directors, and in 2026 for the Class II directors. A majority voting standard is in effect for the election of directors, except in the event of a contested election in which case we will revert to a plurality voting standard, the default standard under Delaware law.

  3. Considerations in Identifying and Evaluating Director Nominees

    Considerations in Identifying and Evaluating Director Nominees Our nominating and corporate governance committee has established policies and procedures relating to the consideration of any individual recommended or otherwise introduced, whether by management, another director, stockholders, or third parties, as a prospective director nominee. The committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources. In its evaluation of director candidates, including the members of the board of directors eligible for re-election, our nominating and corporate governance committee will consider the following: •the current size, composition and tenure of our board of directors and the needs of the board and its respective committees; •attributes which may include, among others, factors such as individual character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in the individual’s field, an understanding of our business and the responsibilities of service on a public company board of directors and diversity with respect to professional background, education, race, ethnicity and gender, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experiences represented on the board. If our nominating and corporate governance committee determines that an additional or replacement director is required, the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board, or management. Our director nominating policies include a specific reference to factors relating to diversity when considering potential director candidates. Our board of directors considers factors related to diversity, including in particular gender, race/ethnicity, and/or self-identification as gay, lesbian, bisexual, or transgender diversity, in connection with its deliberations over board expansion and potential candidates.

  4. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  5. Director Compensation Policy and Programs

    Director Compensation Policy and Programs Our board of directors makes its director compensation decisions based in part on data provided by Compensia, Inc., an independent compensation consulting firm retained by our compensation committee to evaluate our compensation policies and programs for independent directors. Our compensation committee and board periodically review our director cash and equity compensation policies and programs, including our Amended and Restated Outside Director Equity Compensation Policy, or the director equity policy, in consultation with Compensia, and seek to ensure that our cash compensation and equity incentives for non-employee directors are competitive with our peer group and that they offer appropriate incentives to continued service as a director or, for prospective directors, to join our board. Our board and compensation committee generally reviews its compensation philosophies and programs in consultation with Compensia every two years. Compensia last reviewed our director compensation program in February 2022, and no adjustments have been made to director compensation since May 2022. Cash Compensation The following table summarizes the cash compensation payable to our non-employee directors under our current compensation program. During 2023, there were no changes to our cash compensation payable to non-employee directors.

  6. Director Compensation Policy and Programs

    | | Annualized Cash Fee(1) | | Base Retainer | $60,000 | | Lead Director | $50,000 | | Audit Committee Chair(2) | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair(2) | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Corporate Governance Committee Chair(2) | $10,000 | | Nominating and Corporate Governance Committee Member | $5,000 | | Cybersecurity Committee Chair(2)(3) | $10,000 | | Cybersecurity Committee Member(3) | $5,000 |

  7. Director Compensation Policy and Programs

    _______________________ (1) All fees are payable on a quarterly basis. (2) Committee chairs receive both the fees applicable to such position and the fee applicable to committee membership. (3) The cybersecurity committee was formed in February 2023. Equity Compensation Our compensation committee developed and approved the director equity policy for outside directors. Our board and compensation committee generally reviews its compensation philosophies and programs in consultation with Compensia every two years. During 2023, there were no changes to director equity awards. Pursuant to the terms of our 2010 Equity Incentive Plan, during any fiscal year, none of our non-employee directors will be granted awards having an initial value greater than $700,000, provided that any awards granted to an individual while he or she was an employee, or while he or she was a consultant but a non-employee director, will not count towards this limit. The terms of our director equity policy, as amended through May 2022, are set forth below: New Directors Under the terms of the director equity policy as currently in effect, new outside directors receive, upon becoming a director, an initial award of shares of restricted stock having a fair value at issuance of up to $440,000, consisting of an “annual initial award” equal to $220,000 shares of restricted stock (subject to pro-rata reduction based on the number of days the individual would actually serve as a director during the period beginning on the last May 1 and ending on the next May 1) and a “full-term initial award” equal to $220,000 of shares of restricted stock units. The annual initial award vests fully on the earlier to occur of the next May 1 or the date immediately preceding our next annual meeting of stockholders, and the full-term initial award vests in three equal installments on each anniversary of the date of grant. Continuing Directors In addition, our director equity policy also provides for an annual award to continuing outside directors on the date of each annual meeting of stockholders of shares of restricted stock with a fair value at issuance of $220,000. These shares of restricted stock vest, assuming continued service, on the earlier to occur of the next succeeding May 1 or the date immediately preceding the next annual meeting of stockholders. RSU Deferred Payment Alternative Our director equity policy permits our directors to elect to receive their full value awards under our director equity policy in the form of restricted stock units, or RSUs, instead of in the form of restricted stock, and to defer the delivery of the shares of common stock subject to the RSU award upon vesting in accordance with the terms and conditions of a deferral program approved by the administrator of the policy, which is currently our compensation committee.

  8. 2023 Director Compensation

    2023 Director Compensation The following table sets forth information concerning compensation paid or accrued for services rendered to us by members of our board of directors for the year ended December 31, 2023. The table excludes Kishore Seendripu, Ph.D., who is an executive officer. Dr. Seendripu did not receive any compensation from us in his role as a director in the year ended December 31, 2023. Information on compensation for Dr. Seendripu is set forth under the caption “Executive Compensation.”

  9. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Daniel A. Artusi(2) | 71,853 | 220,000 | 291,853 | | Carolyn D. Beaver(2) | 90,000 | 220,000 | 310,000 | | Gregory P. Dougherty(2) | 75,000 | 220,000 | 295,000 | | Tsu-Jae King Liu, Ph.D.(2) | 67,500 | 220,000 | 287,500 | | Albert J. Moyer(2) | 79,353 | 220,000 | 299,353 | | Thomas E. Pardun(2) | 142,500 | 220,000 | 362,500 | | Theodore L. Tewksbury, Ph.D.(2) | 88,058 | 220,000 | 308,058 |

  10. 2023 Director Compensation

    ____________ (1) Amounts shown do not reflect compensation actually received by the director. Instead, the amounts represent the aggregate grant-date fair value related to RSU awards, granted in 2023, pursuant to Accounting Standards Codification Topic 718. The company calculates the fair value of RSUs based on the fair market value of the company’s common stock on the grant date. The actual value that may be realized from an award is contingent upon the satisfaction of applicable conditions to vesting and the value of our common stock on the date the award is vested. Thus, there is no assurance that the value, if any, eventually realized will correspond to the amount shown. These shares vest, assuming continued service, on the earlier to occur of the next succeeding May 1 or the date immediately preceding the next annual meeting of stockholders. (2) On December 31, 2023, 9,170 of these RSUs, were outstanding for each director. All directors have elected to receive their awards in the form of RSUs, and all directors except for Mr. Artusi and Mr. Moyer have deferred settlement of such RSUs.

  11. ELECTION OF THREE CLASS III DIRECTORS

    ELECTION OF THREE CLASS III DIRECTORS

  12. Board Structure and Composition

    Board Structure and Composition As of the date of this proxy statement, our board of directors is composed of eight members, with an average tenure of 9.3 years, and four of our eight directors are ethnically diverse or women. The tenure, gender, diversity and competencies of our board of directors are shown below.

  13. Board Structure and Composition

    | Board Diversity Matrix | As of April 4, 2024 and April 7, 2023 | | | Total Number of Directors | 8 | | | Part I: Gender Identity | Female | Male | | Directors | 2 | 6 | | Part II: Demographic Background | Female | Male | | Asian | 1 | 1 | | Hispanic or Latinx | — | 1 | | White | 1 | 4 |

  14. Board Structure and Composition

    | Skills & Expertise | Number of Directors as of April 4, 2024 | | | | | | | | | | Competencies | | Daniel Artusi | Carolyn Beaver | Gregory Dougherty | Tsu-Jae King Liu | Albert Moyer | Thomas Pardun | Kishore Seendripu | Theodore Tewksbury | | Semiconductor industry experience | 7 | X | | X | X | X | X | X | X | | Technology - hardware or software | 6 | X | | X | X | | X | X | X | | Public company executive leadership | 7 | X | X | X | | X | X | X | X | | Financial literacy and corporate development | 7 | X | X | X | | X | X | X | X | | Talent and recruiting | 7 | X | X | X | X | | X | X | X | | International operations and supply chain | 7 | X | X | X | | X | X | X | X | | Cybersecurity and risk management | 5 | X | X | | | X | | X | X |

  15. Board Structure and Composition

    | Competencies | Value to MaxLinear | | Semiconductor industry experience | Experience in the semiconductor industry provides relevant understanding of our business, strategy, and markets. | | Technology - hardware or software | Our communications systems-on-chip, or SOC, solutions are used in a broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. Experience in hardware and underlying software technologies helps us to evaluate product strategies, development, and business models | | Public company executive leadership | Public company executive experience provides important understanding of leadership, governance, and best practices in delivering investor value. | | Financial literacy and corporate development | We frequently enter into mergers and acquisitions, or M&A, and operate in an industry subject to a dynamic M&A environment. Operating as a public company in such an environment requires strong financial oversight and knowledge of strategic corporate development, as well as financial and accounting principles. | | Talent and recruiting | We value an engaged and diverse global workforce and experience in talent and recruiting helps us be a competitive employer in hiring and retaining top talent | | International operations and supply chain | International operations and supply chain expertise helps us understand opportunities and challenges facing our business and industry | | Cybersecurity and risk management | These competencies are critical in overseeing our enterprise risk program and cyber security as it relates to our business, product, and operations. |

  16. Board Structure and Composition

    Our amended and restated certificate of incorporation and amended and restated bylaws provide that the number of our directors shall be at least two and will be fixed from time to time by a resolution of the majority of our board of directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held this year for the Class III directors, in 2025 for the Class I directors, and in 2026 for the Class II directors. Our current amended and restated bylaws provide for majority voting in the election of directors; each director nominee will be elected to the board of directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Our board of directors, after taking into consideration the recommendation of the nominating and corporate governance committee, will determine whether or not to accept the pre-tendered resignation of any nominee for director who receives (in an uncontested election) a greater number of votes against his or her election than votes for such election. In the event of a contested election in which there are more candidates than available seats, our bylaws retain a plurality voting standard, which is the default standard under Delaware law.

  17. Nominees for Class III Director (Term Expiring in 2027)

    Nominees for Class III Director (Term Expiring in 2027) At the 2024 annual meeting, three Class III directors will be elected to the board of directors by the holders of our common stock. Our nominating and corporate governance committee recommended, and our board of directors nominated, Kishore Seendripu, Ph.D., Thomas E. Pardun, and Gregory P. Dougherty as the nominees for election as Class III directors at the 2024 annual meeting. Dr. Seendripu, Mr. Pardun and Mr. Dougherty have agreed to serve if elected, and management has no reason to believe that they will be unavailable to serve. In the event any of Dr. Seendripu, Mr. Pardun or Mr. Dougherty is unable or declines to serve as a director at the time of the 2024 annual meeting, proxies will be voted for any nominee who may be proposed by the nominating and corporate governance committee and designated by the present members of the board of directors to fill the vacancy. Biographical Information Concerning the Class III Director Nominees

  18. Nominees for Class III Director (Term Expiring in 2027)

    | | Kishore Seendripu, Ph.D., age 54 is a co-founder and has served as our Chairman, President, and Chief Executive Officer since our inception in September 2003. Dr. Seendripu has also served as a director since our inception in September 2003. From July 1998 to July 2002, Dr. Seendripu served in senior engineering roles, most recently as the director of RF & Mixed-Signal IC Design at Silicon Wave, Inc., a designer and developer of radio frequency systems-on-chip for use in wireless and broadband communication systems and products. From December 1997 to July 1998, Dr. Seendripu served as a member of the technical staff at Broadcom Corporation, a global designer, developer and supplier of a broad range of semiconductor and infrastructure software solutions. From 1996 to December 1997, Dr. Seendripu served as a radio frequency integrated circuit, or RFIC, design engineer at Rockwell Semiconductor Systems, a provider of semiconductor system solutions for personal communications electronics. From 1990 to 1992, Dr. Seendripu served as a research assistant at the Lawrence Berkeley National Laboratories. Dr. Seendripu received an M.S. in Materials Sciences Engineering and a Ph.D. in Electrical Engineering from the University of California at Berkeley, a B. Tech degree from the Indian Institute of Technology, Bombay, India, and an M.B.A. from the Wharton School, University of Pennsylvania. |

  19. Nominees for Class III Director (Term Expiring in 2027)

    We believe Dr. Seendripu’s more than twenty-five years of technical and management experience in the semiconductor industry bring valuable industry knowledge and practical experience to our board and qualify him to serve as one of our directors.

  20. Nominees for Class III Director (Term Expiring in 2027)

    | | Thomas E. Pardun, age 80, has served as a member of our board of directors since July 2009. From December 2009 to September 2019, Mr. Pardun also served on the board of Finisar Corporation, a provider of optical communications components and subsystems. From February 2011 to May 2017, Mr. Pardun served on the board of Calix, Inc., a provider of broadband communications access systems and software. From June 2006 to July 2015, Mr. Pardun served on the board of CalAmp Corp., a provider of wireless communications solutions. From April 2007 to November 2015, Mr. Pardun served as non-executive chairman of the board of directors of Western Digital Corporation, a computer drive manufacturer and provider of data storage devices. Mr. Pardun also served as a director of Western Digital Corporation from January 1993 to November 2015, and from January 2000 to November 2001, he also served as chairman of its board of directors. From May 1996 to July 2000, Mr. Pardun served as president of MediaOne International, Asia-Pacific (formerly US West Asia-Pacific), an owner/operator of international properties in cable television, telephone services and wireless communications. From May 1993 to April 1996, Mr. Pardun served as president and chief executive officer of US West Multimedia Communications, Inc., a communications company, and from June 1988 to April 1993 held numerous other executive positions with US West, Inc. From June 1986 to May 1988, Mr. Pardun was president of the Central Group for Sprint, Inc., a telecommunications company, as well as president of Sprint’s West Division. From September 1984 to May 1986, he served as senior vice president of United Telecommunications, a predecessor company to Sprint. From June 1965 to August 1984, he held various positions at International Business Machines Corporation, a multinational technology corporation. Mr. Pardun received a B.B.A. in Economics and Marketing from the University of Iowa and Management School Certificates from Harvard Business School, Stanford University, and The Tuck School of Business at Dartmouth College. |

  21. Nominees for Class III Director (Term Expiring in 2027)

    We believe Mr. Pardun’s experience serving for many years in executive positions for large communications and technology companies, his long history in the technology industry, and his experience serving as a director and non-executive chairman for other public companies bring valuable industry knowledge and practical experience to our board and qualify him to serve as one of our directors.

  22. Nominees for Class III Director (Term Expiring in 2027)

    | | Gregory P. Dougherty, age 64, has served as a member of our board of directors since March 2020. Mr. Dougherty also served as director of Fabrinet, a provider of advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services, from February 2019 to January 2022. He also previously served as Chief Executive Officer of Oclaro Inc., a provider of optical components and modules for the long-haul, metro and data center markets, from June 2013 until its acquisition by Lumentum Holdings, a software and telecommunications company, in December 2018. He also served as a director of Oclaro Inc. from April 2009 to the completion of the sale in December 2018. Prior to Oclaro Inc., Mr. Dougherty served as a director of Avanex Corporation, a global provider of high-performance, intelligent, photonic products including optical components, modules and subsystems, from April 2005 to April 2009, when Avanex and Bookham merged to become Oclaro Inc. Mr. Dougherty also served as a director of Picarro, Inc., a manufacturer of ultra-sensitive gas spectroscopy equipment using laser-based technology, from October 2002 to August 2013, and as its Interim Chief Executive Officer from January 2003 to April 2004. He also served as a board member of the Ronald McDonald House at Stanford from January 2004 to December 2009, and the Bay Area Make-A-Wish Foundation. Earlier in his career, Mr. Dougherty served as the Chief Operating Officer at SDL, a cross platform software development company from 1997 to 2001, when the company was acquired by JDS Uniphase Corporation, a designer and manufacturer of optical communications products, where he continued in the role until 2002. From 1989 to 1997, Mr. Dougherty was the Director of Product Management and Marketing at Lucent Technologies Microelectronics, a multinational telecommunications equipment company in the Optoelectronics Strategic Business Unit. Mr. Dougherty currently serves on the board of directors of Infinera Corporation, a semiconductor manufacturer and global supplier of networking solutions, and IPG Photonics Corporation, a developer and manufacturer of high-performance fiber lasers, fiber amplifiers and diode lasers. Mr. Dougherty received a B.S. in optics from the University of Rochester. |

  23. Nominees for Class III Director (Term Expiring in 2027)

    We believe that Mr. Dougherty’s experience serving in executive positions for public technology companies, his long history in the technology industry, and his experience serving as a director, including lead independent director, for other public companies bring valuable industry knowledge and practical experience to our board and qualify him to serve as one of our directors.

  24. Required Vote

    Required Vote Directors are elected by a majority vote, which means that each of the three director nominees requires the votes cast for such nominee’s election to exceed the votes cast against such nominee’s election in order to be elected. Abstentions and broker non-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote.

  25. Recommendation

    Recommendation

  26. Our board of directors unanimously recommends a vote “FOR” the election of each of

    Our board of directors unanimously recommends a vote “FOR” the election of each of Dr. Seendripu, Mr. Pardun and Mr. Dougherty as a Class III director.

  27. Class I Directors Continuing in Office until the 2025 Annual Meeting

    Class I Directors Continuing in Office until the 2025 Annual Meeting

  28. Class I Directors Continuing in Office until the 2025 Annual Meeting

    | | Daniel Artusi, age 69, has served as a member of our board of directors since November 2018. Mr. Artusi previously served as director of Minim, Inc., a networking company providing software solutions for the Wi-Fi market, from December 2020 to December 2022 and VisIC Technologies, a privately held power semiconductor device company in the automotive, data center and industrial markets, from January 2019 to December 2022. From 2015 to 2018, Mr. Artusi served as Vice President in the Client Computing Group and General Manager for the connected home division at Intel Corporation, a designer and manufacturer of advanced integrated digital technology platforms. Prior to Intel, Mr. Artusi served as Chief Executive Officer of Lantiq Deutschland GmbH, a fabless semiconductor company, from 2012 until its acquisition by Intel in 2015. From 2009 to 2015, Mr. Artusi served as an operating executive with Golden Gate Capital, a private equity firm. From 2007 to 2008, Mr. Artusi served as President and Chief Executive Officer and as a board member of Conexant Systems, Inc., a designer and developer of semiconductor system solutions, comprised of semiconductor devices, software and reference designs, and from 2005 to 2007, Mr. Artusi served as chairman and Chief Executive Officer of Coldwatt, Inc., a provider of high efficiency power supplies for the communications and computer industry. From April 2005 to June 2005, Mr. Artusi was an individual investor. From January 2003 to April 2005, he served as the President of Silicon Laboratories Inc., a designer and developer of analog-intensive, mixed-signal solutions, and from January 2004 to April 2005, he also served as the Chief Executive Officer and as a board member of Silicon Laboratories. From 2001 to 2004, he served as Chief Operating Officer of Silicon Laboratories Inc. From 1977 until joining Silicon Laboratories Inc., Mr. Artusi held various management and executive positions in the semiconductor business at Motorola Inc., a multinational telecommunications company. Mr. Artusi currently serves as chairman of the board of directors of privately held technology companies Ferroelectric Memory GmbH, a ferroelectric hafnium oxide based embedded nonvalatile memory solutions company, GXC Inc., a communications company, and New Charter Technologies, Inc., an IT services platform company, and also serves on the Engineering Advisory Board of the Cockrell School of Engineering at the University of Texas at Austin. Mr. Artusi studied electrical engineering at the Instituto Tecnologico de Buenos Aires (ITBA) in Argentina. |

  29. Class I Directors Continuing in Office until the 2025 Annual Meeting

    We believe that Mr. Artusi’s financial and business expertise, including a diversified background in the semiconductor industry, give him valuable qualifications and skills to serve as one of our directors.

  30. Class I Directors Continuing in Office until the 2025 Annual Meeting

    | | Tsu-Jae King Liu, Ph.D., age 60, has served as a member of our board of directors since March 2021. Dr. Liu has also served as Dean and Roy W. Carlson Professor of Engineering in the College of Engineering at the University of California, Berkeley (UC Berkeley) since July 2018 and as a director of Intel Corporation, a designer and manufacturer of advanced integrated digital technology platforms, since July 2016. She previously held a distinguished professorship endowed by Taiwan Semiconductor Manufacturing Company, Ltd., a multinational semiconductor manufacturer, in the Department of Electrical Engineering and Computer Sciences at UC Berkeley from July 2014 to July 2018. Dr. Liu has also served as Vice Provost, Academic and Space Planning, and Senior International Officer at UC Berkeley from October 2016 to June 2018. Dr. Liu has over 25 years of experience in higher education in a range of faculty and administrative roles, including Associate Dean for Academic Planning and Development, College of Engineering in 2016, Chair of the Department of Electrical Engineering and Computer Sciences from July 2014 to June 2016, and Associate Dean for Research in the College of Engineering from 2008 to 2012. Her achievements in teaching and research have been recognized by a number of honors, including election to the U.S. National Academy of Engineering and induction into the Silicon Valley Engineering Hall of Fame. Dr. Liu was Co-founder and President of Progressant Technologies, a start-up company that developed negative differential resistance transistor technology, from May 2000 to October 2004. Dr. Liu served on the board of the Center for Advancing Women in Technology from October 2014 to May 2016. Dr. Liu received a B.S., M.S., and Ph.D. degree in Electrical Engineering from Stanford University. |

  31. Class I Directors Continuing in Office until the 2025 Annual Meeting

    We believe that Dr. Liu’s academic research and contributions to engineering, semiconductor industry technical and business expertise, and entrepreneurial background as founder of a company within our industry give her valuable qualifications and skills to serve as one of our directors.

  32. Class II Directors Continuing in Office until the 2026 Annual Meeting

    Class II Directors Continuing in Office until the 2026 Annual Meeting

  33. Class II Directors Continuing in Office until the 2026 Annual Meeting

    | | Carolyn D. Beaver, age 66, has served as a member of our board of directors since December 2018 and as chairperson of the audit committee since February 2021. She has also served as a director and chairperson of the audit committee of Sonendo, Inc., a commercial-stage medical technology company providing dental technology systems, since October 2021, and as a member of the board of directors of MediciNova, Inc., a biopharmaceutical company focused on developing novel therapeutics for the treatment of serious diseases, since October 2020, and is currently chairperson of its audit committee and a member of its nominating and corporate governance and compensation committees. Ms. Beaver also served on the board of directors of Organovo Holdings, Inc., a biotechnology company, from February 2019 to September 2020 and as chair of its audit committee from September 2019 to September 2020. She was a director of Commerce National Bank, California, a full service community business bank, and chair of its audit committee and a member of its asset/liability committee from 2005 until the bank was acquired in 2013. Ms. Beaver previously held several positions at Sequenom, Inc., a life sciences testing company, including Chief Financial Officer and Senior Vice President from March 2015 to October 2016, Chief Financial Officer from June 2014 to March 2015, and Vice President and Chief Accounting Officer from June 2012 to June 2014. Ms. Beaver was previously Corporate Vice President and Controller of Beckman Coulter, Inc., a biomedical laboratory instrument and test company, from August 2005 until June 2012, and was named Chief Accounting Officer in October 2005, a position she held until July 2011, following the acquisition of Beckman Coulter, Inc. by Danaher Corporation. She also served as interim Chief Financial Officer of Beckman Coulter from July 2006 through October 2006. Ms. Beaver served as an audit partner with KPMG LLP, a global network of firms providing audit, tax, and advisory services, from 1987 to 2002. Ms. Beaver received a B.S. in Business Administration from California State Polytechnic University, Pomona. |

  34. Class II Directors Continuing in Office until the 2026 Annual Meeting

    We believe that Ms. Beaver’s financial, business, and accounting expertise, and experience at public companies of comparable size as well as large multinational companies give her valuable qualifications and skills to serve as one of our directors.

  35. Class II Directors Continuing in Office until the 2026 Annual Meeting

    | | Albert J. Moyer, age 80, has served as a member of our board of directors since October 2009. Since 2000, Mr. Moyer has served as a private financial consultant. From March 1998 to February 2000, Mr. Moyer served as Executive Vice President and Chief Financial Officer of QAD Inc., a provider of cloud-based enterprise software solutions for global manufacturing companies. He subsequently served as a consultant to QAD Inc., assisting in sales operations. From August 1995 to March 1998, Mr. Moyer served as Chief Financial Officer of Allergan Inc., a global specialty pharmaceutical company. Previously, Mr. Moyer served as Chief Financial Officer of National Semiconductor Corporation, a semiconductor company focused on analog and mixed-signal integrated circuits and sub-systems. Mr. Moyer also served as Chief Financial Officer of Western Digital Corporation, a developer, manufacturer, and provider of data storage devices. Mr. Moyer served as a board member of CalAmp Corp., a provider of wireless communications solutions from February 2004 to July 2021. Mr. Moyer previously served as a director of Virco Manufacturing Corporation, a manufacturer of educational furniture, from 2004 to 2013, Redflex Holdings Group, a provider of traffic enforcement technologies, from 2012 to 2014, and Collectors Universe, Inc., a third-party grading and authentication service for high-value collectibles from 2004 to 2021. Mr. Moyer received a B.S. in finance from Duquesne University and graduated from the Advanced Management Program at the University of Texas, Austin. |

  36. Class II Directors Continuing in Office until the 2026 Annual Meeting

    We believe that Mr. Moyer’s many years of experience as a chief financial officer for large public companies and his experience serving on the boards of directors of several other companies bring substantial financial, accounting, and operational knowledge to our board and qualify him to serve as one of our directors.

  37. Class II Directors Continuing in Office until the 2026 Annual Meeting

    | | Theodore L. Tewksbury, Ph.D., age 67, has served as a member of our board of directors since May 2015. Dr. Tewksbury has served as the Chairman of Ouster, Inc., a provider of high-resolution digital lidar sensors, since February 2023. From November 2021 to February 2023, Dr. Tewksbury served as CEO of Velodyne Lidar, Inc. a provider of lidar technologies that merged with Ouster, Inc. in February 2023. From August 2019 to November 2021, Dr. Tewksbury was CEO of Eta Compute, a provider of ultra-low power artificial intelligence solutions for the Internet-of-Things. From February 2017 to February 2019, Dr. Tewksbury was Chairman, President and CEO of Energy Focus, Inc., a provider of energy-efficient lighting systems and controls. Dr. Tewksbury served as interim president and chief executive officer of Entropic Communications, a provider of semiconductor solutions for the connected home from November 2014 until MaxLinear’s acquisition of Entropic Communications in April 2015. Dr. Tewksbury also served as a director of Entropic Communications from September 2010 through April 2015. From 2013 to November 2014, Dr. Tewksbury was an independent consultant to technology companies. From 2008 to 2013, Dr. Tewksbury served as the president and chief executive officer and as a member of the board of directors of Integrated Device Technology, Inc., provider of a broad range of semiconductor solutions for the advanced communications, computing, consumer, automotive and industrial end-markets. Prior to joining Integrated Device Technology, Inc., he was the president and chief operating officer of AMI Semiconductor, a mixed signal semiconductor company from 2006 to 2008. Prior to that, Dr. Tewksbury served as managing director at Maxim Integrated Products, Inc., a provider of a broad range of linear and mixed-signal integrated circuits, from 2000 to 2006. Dr. Tewksbury was a member of the board of directors of the Global Semiconductor Alliance from 2011 to 2013. Dr. Tewksbury received a B.S. in Architecture and an M.S. and a Ph.D. in Electrical Engineering from the Massachusetts Institute of Technology. |

  38. Class II Directors Continuing in Office until the 2026 Annual Meeting

    We believe that Dr. Tewksbury brings extensive general management and technical expertise to our board. As the former chief executive officer and director of two public companies in our industry, Dr. Tewksbury has relevant semiconductor company leadership and board experience. Moreover, Dr. Tewksbury has a strong technical background, which is an asset to our board given the technical nature of our products and product development processes.

  39. Compensation Discussion and Analysis

    | •Relative heavier weighting on equity compensation is intended to align stockholder and management interests | | •75% of annual equity incentives for our CEO and CFO and 50% of such incentives for certain named executive officers are performance-based restricted stock units that vest at the target (100%) of number of units if our relative percentile rank for annual growth in revenue and non-GAAP EPS vs. a designated peer group over three years equals or exceeds the 50th percentile; up to a 250% maximum may be achieved in year three if performance at or above the 75th percentile is achieved; no performance-based restricted stock units vest if achievement is less than the 25th percentile | | •25% of annual equity incentives for our CEO and CFO and 50% of such incentives for certain named executive officers are time-based restricted stock units vesting annually over four years | | •We regularly compare our executive compensation to our peer group | | •We impose limits or caps on incentive award payouts | | •We have claw-back policies that apply to executive incentive compensation that are triggered by a financial restatement caused by material noncompliance with financial reporting requirements under securities laws | | •Stock ownership guidelines for officers and directors | | •Annual “say-on-pay” vote |

  40. Peer Group for Purposes of 2023 Compensation

    Peer Group for Purposes of 2023 Compensation

  41. Peer Group for Purposes of 2023 Compensation

    | • | Allegro MicroSystems, Inc. | • | Go Pro, Inc. | • | Silicon Laboratories, Inc. | | • | Alpha & Omega Semiconductor, Inc. | • | Infinera Corporation | • | Synaptics, Inc. | | • | Ambarella, Inc. | • | Knowles Corporation | • | Tower Semiconductor Ltd. | | • | Ciena Corporation | • | Lattice Semiconductor Corporation | • | Viasat, Inc. | | • | Cirrus Logic, Inc. | • | Lumentum Operations, LLC | • | Vicor Corporation | | • | Coherent, Inc. (formerly known as II-VI, Inc.) | • | MACOM Technology Solutions Holdings, Inc. | • | Vishay Intertechnology, Inc. | | • | Diodes, Inc. | • | Monolithic Power Systems, Inc. | • | Wolfspeed, Inc. | | • | Enphase Energy, Inc. | • | Power Integrations, Inc. | | | | • | Extreme Networks, Inc. | • | Semtech Corporation | | |

  42. Peer Group for Purposes of 2023 Compensation

    Elements of Executive Compensation Our executive compensation program currently consists, and is expected to continue to consist, of the following components: •base salary; •annual incentive compensation, which in recent years we have paid in the form of equity-based awards under our equity incentive plan; •equity-based incentives, principally in the form of stock options, time-based vesting of restricted stock units, and performance-based vesting of restricted stock units tied to our financial performance relative to a separate, broader peer group than the group used for general compensation determinations; such peer group is identified under “Equity-Based Incentives,” below; •benefits (on substantially similar terms as provided to our other employees); and •severance/termination protection, including in connection with certain change of control transactions, which are described in greater detail in this section. The determination of our compensation committee as to the appropriate use and weight of each component of executive compensation is subjective, based on its view of the relative importance of each component in meeting our overall objectives and factors relevant to the individual executive and in consideration of aligning management’s interest with the stockholders’ interest. Base Salary The following table sets forth our base 2023 base salary levels for each of our named executive officers. Our chief executive officer and compensation committee determined that the base salaries for our continuing named executive officers for 2023 would not increase from 2022 levels due to current company and industry projections for declines in revenues as well as upcoming reductions in force. Such base salaries were established in connection with our prior annual executive compensation review. The compensation committee determined 2022 base salaries, which did not change for 2023 for our continuing named executive officers, consistent with its historic philosophy to set base salaries at approximately the median of our peer group.

  43. Peer Group for Purposes of 2023 Compensation

    | Executive Officer | Effective Annual Base Salary | | | | 2023 | 2022 | | Kishore Seendripu, Ph.D. | $700,000 | $700,000 | | Steven Litchfield | $425,000 | $425,000 | | William G. Torgerson | $400,000 | $400,000 | | Madhukar Reddy, Ph.D. | $385,000 | ** | | Michael Bollesen | $360,000 | ** | | Michelle Sayer | $350,000 | ** | | Connie Kwong | $285,000* | ** |

  44. Peer Group for Purposes of 2023 Compensation

    *Ms. Kwong’s effective base salary for 2023 was $285,000, payable at an annual rate of $275,000 for the period from January 1, 2023 to June 30, 2023, and payable at an annual rate of $295,000 for the remainder of 2023. **Dr. Reddy, Mr. Bollesen, Ms. Sayer and Ms. Kwong were not named executive officers in 2022. Annual Incentive Program for 2023 Corporate Performance Period Our compensation committee periodically reviews our philosophy and practices concerning annual incentive compensation. Our compensation committee believes that our continuing focus on revenue generation and achieving specific financial and operating performance metrics supports implementation of an incentive program with payouts earned through achievement of identified corporate objectives and individual performance. Accordingly, our executive incentive bonus plan establishes award targets, corporate objectives, and potential adjustments for each executive officer at various levels of under-performance or over-performance. Our compensation committee usually establishes performance periods under the executive incentive bonus plan linked to corporate financial performance targets, including revenue and non-GAAP operating income, over the course of the full fiscal year. In fiscal 2023, however, our compensation committee bifurcated the performance period into first and second half 2023 periods. The initial decision to modify the structure of the plan was driven largely by uncertainty in customer demand, lack of visibility, and market uncertainty. As a result, the compensation committee established revised targets for the second half 2023 period. Our compensation committee has determined to implement the executive incentive bonus plan for the 2024 corporate performance period linked to annual corporate financial performance targets. Our compensation committee expects to reevaluate the structure of the executive incentive bonus program, including the duration of the relevant performance periods, on an annual basis. Non-GAAP operating income and related targets exclude the effects of (i) stock-based compensation expense; (ii) accruals related to our performance-based bonus plan which we settle in shares of our common stock; (iii) amortization of purchased intangible assets; (iv) research and development funded by others; (v) acquisition and integration costs related to our acquisitions, including costs incurred related to the termination of the previously pending (now terminated) merger with Silicon Motion; (vi) impairment of intangible assets; and (vii) severance and other restructuring charges. See Annex A for reconciliations of non-GAAP financial measures to our results as reported under accounting principles generally accepted in the United States of America (“GAAP”). Additionally, in making its decisions whether financial targets have been achieved under our executive incentive bonus plan, our compensation committee has the authority to make appropriate adjustments to the targets for the expected effects of any acquisitions or other approved business plan changes made during the course of the particular corporate performance period; to adjust revenue as it determines appropriate to exclude certain non-recurring items under generally accepted accounting principles, if any; and to adjust our reported operating income or loss to exclude additional non-cash or non-recurring charges from our operating expenses. For purposes of determining the portion of awards based on individual performance, the standard is subjective based on the compensation committee’s discretion and views with input from Dr. Seendripu relating to the performance of executive officers reporting to him. First Half 2023 Bonus Awards Bonus awards for named executive officers under our executive incentive bonus plan for the 2023 corporate performance period were based on target metrics for revenue and non-GAAP operating income carrying weightings relevant to the individual executive’s functional department, as applicable, as well as a subjective individual performance metric. Relative to the aggregate 2023 bonus opportunity, revenue carried a 50% weighting and non-GAAP operating income carried a 40% weighting for the named executive officers except the vice president, sales. For the vice president, sales, revenue carried a 70% weighting and design wins carried a 20% weighting. For the chief executive officer and chief financial officer and chief corporate strategy officer, bonus awards were based on a roll-up of achievement levels of each department with equal weighting for all departments. The balance of the remaining bonus opportunity, or 10%, was based on our compensation committee’s discretionary views of each executive’s individual performance (informed with respect to Dr. Seendripu’s direct reports by his input to the compensation committee). For each financial performance objective, our compensation committee established a minimum threshold condition that was required to be achieved before the objective was deemed satisfied. Awards were then to be determined on a linear, percentage basis for performance between the minimum threshold and target level of performance, with the bonus amount allocable to the objective being 100% earned at target performance. For performance better than target, awards were eligible for upward adjustment on a linear, percentage basis, subject to a cap at 150% of the target award opportunity allocable to each corporate performance metric and a 200% of the target award opportunity allocable to individual performance. Actual revenues for the first half 2023 of $432.4 million were slightly above the threshold of $432 million for 25% achievement, while the target for 100% achievement was set at $480 million, resulting in linear achievement at 26%, while actual non-GAAP operating income for the first half 2023 of $98.9 million did not meet the threshold for 25% achievement of $113 million, while the target for 100% achievement was set at $125 million. Maximum corporate bonus payouts for first half 2023 were capped at 150% for achievement of revenues and non-GAAP operating income at or above $528 million and $138 million, respectively. Design win achievement was at 36% for the first half of 2023. Second Half 2023 Bonus Awards For the second half of 2023, the compensation committee maintained the structure and relative target weightings of objectives from the first half of 2023. Actual revenues for the second half 2023 of $260.9 million was above the threshold of $256 million for 25% achievement, while the target for 100% achievement was set at $285 million, resulting in linear achievement at approximately 38%, while actual non-GAAP operating income for the second half 2023 of $8.6 million did not meet the threshold of $18.9 million for 25% achievement, while the target for 100% achievement was set at $21 million. Maximum corporate bonus payouts for second half 2023 were capped at 150% for achievement of revenues and non-GAAP operating income at or above $313 million and $23 million, respectively. Design win achievement was 78% for the second half 2023. In February 2024, each of the named executive officers received bonus awards based on aggregate corporate and individual performance at an aggregate payment ratio in the range of approximately 27% to 29% for the 2023 performance periods. The revenue operating target was achieved and accrued in aggregate at 32%. The individual performance elements part of the executive bonus was subjectively determined, and the corresponding accruals varied between 100% and 125% of the target level. Once again, bonus payments with respect to the individual performance element was, consistent with prior years, largely subjective. Bonus Payments

  45. Peer Group for Purposes of 2023 Compensation

    Actual bonus amounts for each of the named executive officers under the executive incentive bonus plan for the first and second half 2023 corporate performance periods are set forth below (and the amount of such bonus awards is separated for each named executive officer based on corporate performance targets and individual performance). Bonus targets as a percentage of base salary were established effective January 1, 2022 in connection with our latest executive compensation review and were set based on competitive market data. Consistent with base salaries, bonus targets as a percentage of base salaries did not increase from 2022 levels.

  46. Peer Group for Purposes of 2023 Compensation

    | Executive Officer | Total 2023 Bonus Targets | | 2023 Bonuses | | | | | % Base Salary | Target ($) | Corporate Targets ($) | Individual Performance ($) | Total Bonus ($) | | Kishore Seendripu, Ph.D. | 125% | 875,000 | 142,188 | 91,875 | 234,063 | | Steven Litchfield | 75% | 318,750 | 51,797 | 39,844 | 91,641 | | William G. Torgerson | 75% | 300,000 | 47,430 | 30,000 | 77,430 | | Madhukar Reddy, Ph.D. | 70% | 269,500 | 42,608 | 33,688 | 76,296 | | Michael Bollesen | 75% | 270,000 | 47,440 | 27,000 | 74,440 | | Michelle Sayer | 50% | 175,000 | 27,668 | 19,250 | 46,918 | | Connie Kwong | 40% | 114,000 | 18,144 | 12,540 | 30,684 |

  47. Peer Group for Purposes of 2023 Compensation

    Equity-Based Payments All executive bonus awards for the 2023 performance period were settled in shares of our common stock in February 2024, with the amount calculated by dividing the cash equivalent bonus award by the closing price of our common stock in trading on Nasdaq on the settlement date approved by the board. The number of shares otherwise issuable in connection with bonus awards to executive officers were reduced by an amount equal to applicable withholding taxes, which we remitted in cash to applicable governmental authorities. Equity-Based Incentives We currently grant equity-based incentives to employees, including our executive officers, under our 2010 Equity Incentive Plan, in order to create a corporate culture that aligns employee interests with stockholder interests. Other than the issuance of shares to our founders when we were first incorporated, our equity incentive plans have provided the principal method for our executive officers to acquire an equity position in our company. We have not granted, nor do we intend to grant, equity compensation awards in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information based on equity award grant dates. Our compensation committee regularly grants awards based on the date they are approved or at fixed future award dates. The 2010 Equity Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock-based awards. All equity incentive plans and awards are administered by our compensation committee under the delegated authority established in our compensation committee charter. Since 2019, a significant portion of each named executive’s restricted stock unit awards is in the form of performance-based restricted stock units that only vest subject to satisfaction of financial and operating performance milestones intended to align the release of a significant portion of stock-based compensation with our financial performance measured against a designated peer group of companies that is more broadly representative of our industry than the peer group developed with Compensia and used for benchmarking levels of compensation. In 2023, annual equity incentive awards to our chief executive officer and our chief financial officer and chief corporate strategy officer were weighted 75% to performance-based vesting and 25% to time-based vesting. For other named executive officers, the equity incentive awards were weighted 50% to performance-based vesting and 50% to time-based vesting. Performance-based restricted stock units are eligible to vest at the target number of units (100%) over a period of up to three years if our relative percentile rank in performance against a designated peer group of semiconductor companies with respect to our annual growth rate in net sales and non-GAAP diluted earnings per share (subject to certain adjustments) over a baseline relative to the growth rates for the peer group for the same metrics and periods at the end of each fiscal year in a three-year performance period, subject to approval by the compensation committee, equals or exceeds the 50th percentile. The peer group used for purposes of the performance-based awards is a broader and larger group of companies than used for benchmarking executive compensation. The designated peer group of companies used for purposes of the performance-based awards would, in the compensation committee’s view, provide a more representative comparison of our financial and operating performance relative to the semiconductor market generally while the general compensation peer group is intended to align compensation decisions with peer companies based principally on revenue and market capitalization. The company’s relative percentile rank in net sales and non-GAAP diluted earnings per share is determined by ranking the designated peer group companies (including MaxLinear) from the highest to the lowest according to their annual growth rate in each metric for the performance year, then calculating the percentile ranking of MaxLinear relative to other companies in the designated peer group, which is identified below. If our relative percentile rank for each metric is less than the 25th percentile, no shares will vest. If our relative percentile rank for these metrics is greater than the 25th percentile, vesting may range from 50% up to a maximum 250% of target; such maximum may be achieved in year three if performance at or above the 75th percentile is achieved. For the performance-based restricted stock units granted, 60% of each performance-based award is subject to the net sales metric for the performance period and 40% is subject to the non-GAAP diluted earnings per share metric for the performance period. Vesting of the performance-based restricted stock units is capped at 30% and 100%, respectively, of the target number of units subject to the award in years one and two, respectively, of the three-year performance period. See Annex A for reconciliations of non-GAAP financial measures to our results as reported under accounting principles generally accepted in the United States of America (“GAAP”).

  48. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants The designated peer group for purposes of calculating our relative percentile rank pertaining to annual growth in net sales and non-GAAP diluted earnings per share for our executives’ 2023 performance-based equity incentive grants includes the companies used in our compensation peer group, excluding Allegro MicroSystems, Inc., Ciena Corporation, Enphase Energy, Inc., Extreme Networks, Inc., GoPro Inc, Coherent, Inc. (formerly known as II-VI, Inc.), Infinera Corporation, Lumentum Operations, LLC, Synaptics, Inc., Tower Semiconductor Ltd., Viasat Inc., and additionally includes the following companies:

  49. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    | • | ams-OSRAM AG | • | Nordic Semiconductor ASA | • | Rambus, Inc. | | • | Analog Devices, Inc. | • | NXP Semiconductors N.V. | • | Renesas Electronics Corporation | | • | Infineon Technologies AG | • | ON Semiconductor Corporation | • | Skyworks Solutions, Inc. | | • | Marvell Technology Group, Inc. | • | Qorvo, Inc. | • | u-blox AG | | • | Microchip Technology, Inc. | • | Qualcomm Technologies, Inc. | | |

  50. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    Companies are removed from the calculation if they cease trading publicly or are delisted. With respect to shares eligible for vesting based on our fiscal 2023 performance, the following table sets forth the net sales metric and non-GAAP diluted earnings per share metric achieved as a percentile of our defined corporate peer group for each respective annual grant of the performance-based restricted stock units:

  51. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    | Performance-Based Award Grant | Sales Metric Relative to Defined Peer Group (Percentile) | EPS Metric Relative to Defined Peer Group (Percentile) | | 2021 Grant | 51st | 39th | | 2022 Grant | 16th | 25th | | 2022 Mid-Year Retention Grant | 35th | 40th | | 2023 Grant | 3rd | 16th |

  52. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    Before giving effect to tax withholding, the following table sets forth the shares issued in July 2023 for the mid-year retention grant and February 2024 for the annual grants to named executive officers upon vesting under their performance-based restricted stock unit awards.

  53. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    | Executive Officer | 2021 Grant | | 2022 Grant | | 2022 Mid Year Grant | | 2023 Grant | | | | | Sales Metric (Shares) | EPS Metric (Shares) | Sales Metric (Shares) | EPS Metric (Shares) | Sales Metric (Shares) | EPS Metric (Shares) | Sales Metric (Shares) | EPS Metric (Shares) | Total | | Kishore Seendripu, Ph.D. | 3,393 | — | — | 4,681 | 2,727 | 2,076 | — | — | 12,877 | | Steven Litchfield | 1,018 | — | — | 1,560 | 1,655 | 1,260 | — | — | 5,493 | | William G. Torgerson | 578 | — | — | 858 | 1,558 | 1,187 | — | — | 4,181 | | Madhukar Reddy, Ph.D. | 502 | — | — | 832 | 1,500 | 1,142 | — | — | 3,976 | | Michael Bollesen | 377 | — | — | 650 | 1,402 | 1,067 | — | — | 3,496 | | Michelle Sayer | — | — | — | — | — | — | — | — | — | | Connie Kwong | 163 | — | — | 169 | — | — | — | — | 332 |

  54. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    The following table sets forth restricted stock unit awards with time-based and performance-based vesting made to our named executive officers in January 2023 in connection with annual compensation adjustments. Our compensation committee believes that the size of the equity incentive awards is consistent with its philosophy that a substantial portion of total compensation consist of long-term equity incentives. The number of shares shown for the award below are based on the value of the awards at the date of grant, and for performance-based awards, are also based on the target level of performance. The ultimate number and value of the awards released upon vesting may differ based on the closing stock price on the vest date, and our actual financial performance relative to our peer group.

  55. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    | Executive Officer | Shares Subject to Restricted Stock Units (Time-Based) | Shares Subject to Restricted Stock Units (Performance-Based)(3) | Total | | Kishore Seendripu, Ph.D.(1) | 61,236 | 183,710 | 244,946 | | Steven Litchfield(1) | 18,371 | 55,114 | 73,485 | | William G. Torgerson(2) | 27,556 | 27,556 | 55,112 | | Madhukar Reddy, Ph.D.(2) | 26,025 | 26,026 | 52,051 | | Michael Bollesen(2) | 18,371 | 18,371 | 36,742 | | Michelle Sayer(2) | 4,592 | 4,593 | 9,185 | | Connie Kwong(2) | 5,358 | 5,359 | 10,717 |

  56. Peer Group for Purposes of 2023 Performance-Based Equity Incentive Grants

    _____________________ (1) 25% of the named executive’s equity incentive awards were attributed to time-based vesting and 75% were attributed to performance-based vesting. Restricted stock units with time-based vesting to vest annually over four (4) years with the first vesting event occurring on February 20, 2024 and the grants vesting in full on February 20, 2027, subject to the executive officer continuing to provide services to us on each applicable vesting date. (2) 50% of the named executive’s equity incentive awards were attributed to time-based vesting and 50% were attributed to performance-based vesting. Restricted stock units with time-based vesting to vest as follows: 25% of the restricted stock units subject to the award vested on February 20, 2024, and 25% will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027. (3) Restricted stock units with performance-based vesting are eligible to vest annually at the end of each year over a three (3) year performance period, subject to compensation committee approval, based on the metrics described earlier in this section. Benefits We provide the following benefits to our executive officers, generally on the same basis provided to all of our employees: •health, dental, and vision insurance; •life insurance; •employee stock purchase plan; •employee assistance plan; •medical and dependent care flexible spending account or health savings account; •short- and long-term disability, critical illness, accidental death and dismemberment; and •a 401(k) plan. We believe that these benefits are consistent with those of companies with which we compete for employees.

  57. Severance and Termination Benefits

    Severance and Termination Benefits We have entered into change in control and severance agreements with each of our named executive officers, as may be amended and restated from time to time, including with respect to the change in control and severance agreements for Dr. Reddy and Mr. Bollesen, as amended and restated in March 2023. These change in control and severance agreements provide for certain termination benefits both in the context of a change in control (as defined in the agreements) and outside the context of a change in control. The agreements have an initial term of three (3) years commencing on the effective date of such agreement, and on each anniversary of the effective date of such agreement, the agreement will automatically renew for an additional three (3) year term from the date of such anniversary, unless either party elects to terminate at least ninety (90) days prior to the automatic renewal. For the avoidance of doubt, if the notice of non-renewal is provided, the agreement will continue in effect for the remainder of the applicable three (3) year term unless otherwise agreed by the parties in writing or as provided below. The agreements terminate on the earlier to occur of (i) the date the agreement expires, (ii) the date all obligations of the parties have been satisfied, or (iii) at any time prior to a change in control if the executive (other than Dr. Reddy and Mr. Bollesen) has ceased to be an “officer” for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (or, for Dr. Reddy and Mr. Bollesen, at any time prior to a change in control, if the executive has ceased to serve as their current title or a similar officer level title involving senior management responsibilities for the executive’s current function). Notwithstanding these termination provisions, if a change in control occurs and there are less than twenty-four (24) months remaining in the term of the agreement, the term of the agreement will extend automatically through the twenty-four (24) month anniversary of the change in control. In connection with agreeing to provide these benefits, our compensation committee reviewed competitive data and consulted with Compensia. In setting the terms of and determining whether to approve these agreements, our compensation committee recognized that executives often face challenges securing new employment following termination, in particular following a change of control, and that distractions created by uncertain job security surrounding potentially beneficial transactions to us and our stockholders may have a detrimental impact on their performance. In contexts not involving a change of control, our compensation committee sought to establish a reasonable contractual benefit for precedential purposes and to fix executive expectations prior to an actual termination. In addition, the change in control severance benefits identified below are intended to provide these executive officers with post-change in control termination protection of salary and benefits while they seek new employment. We also have agreed to accelerate vesting of certain equity incentives in connection with certain terminations following a change of control, based on our view that these executive officers are not likely to be retained in comparable positions by a large acquirer, and the benefit of these equity incentives would otherwise be forfeited upon a termination of employment, including an involuntary termination by an acquiring company. Chief Executive Officer and Chief Financial Officer and Chief Corporate Strategy Officer Under the terms of their change in control and severance agreement, if Dr. Seendripu, our chief executive officer, or Mr. Litchfield, our chief financial officer and chief corporate strategy officer, terminates his employment with us for good reason (as defined in the agreement), or if we terminate him without cause (as defined in the agreement), and such termination occurs outside of the period beginning three (3) months prior to and ending twenty-four (24) months following a change in control, the executive would be entitled to receive the following benefits: •a lump sum cash payment equal to twelve (12) months of the executive’s then-current base salary; •a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year of termination based on the number of days that occur between the start of the year and the date of termination; •reimbursement of premiums for continued health benefits under our health plans for up to twelve (12) months following the executive’s termination; provided that the executive constitutes a qualified beneficiary under applicable law and timely elects to continue coverage under applicable law; •any outstanding and unvested equity awards that would have vested within twelve (12) months following the date of termination solely based upon the executive’s continued service with the company would immediately vest at termination; and •extended exercisability of outstanding and vested stock options or stock appreciation rights until the twelve (12) month anniversary of the termination date; provided that in no event will the post-termination exercise period for any individual stock option extend beyond the original maximum term. In addition, if within the period beginning three (3) months prior to and ending twenty-four (24) months following a change in control, the executive is terminated by us or our successor without “cause” or he terminates for “good reason,” we have agreed that the executive will be entitled to receive the following benefits: •a lump sum cash payment equal to twenty-four (24) months of his base salary, determined at a rate equal to the greater of (A) his annual salary as in effect immediately prior to the change in control or (B) his then current base salary as of the date of such termination; •a lump sum cash payment equal to 200% of his target annual bonus for the year immediately preceding the year of the change in control, or if greater, the target bonus in effect immediately prior to the change in control; •reimbursement of premiums for continued health benefits under our health plans for up to twenty-four (24) months following the executive’s termination; provided that the executive constitutes a qualified beneficiary under applicable law and timely elects to continue coverage under applicable law; •immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive; and •extended exercisability of outstanding and vested stock options or stock appreciation rights until the twenty-four (24) month anniversary of the termination date; provided that in no event will the post-termination exercise period for any individual stock option extend beyond the original maximum term. In addition, the change in control and severance agreements with Dr. Seendripu and Mr. Litchfield provide that in the event that the severance payments and other benefits payable to such executives constitute “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, and would be subject to the applicable excise tax, then such executive’s severance and other benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by such executive on an after-tax basis of the greatest amount of benefits. Payment of the benefits described above is subject to the executive’s timely executing and not revoking a release of claims with us.

  58. Severance and Termination Benefits

    Our compensation committee and board of directors approved change in control severance benefits for Dr. Seendripu and Mr. Litchfield that are greater than the benefits provided to our other executives after considering factors such as the higher likelihood that a chief executive officer or chief financial officer and chief corporate strategy officer will be terminated in connection with a change of control transaction as compared to the other executive officers. Other Executive Officers We have also entered into change in control and severance agreements with Mr. Torgerson, Dr. Reddy, Mr. Bollesen, Ms. Sayer, and Ms. Kwong. Under the terms of the change in control and severance agreements with our other executive officers, if we terminate him or her without “cause” (as defined in the agreement), the executive would be entitled to receive the following benefits: •a lump sum cash payment equal to six (6) months of the executive’s then-current base salary; •a lump sum cash payment equal to a pro-rated amount of his or her target annual bonus for the year of termination based on the number of days that occur between the start of the year and the date of termination; •reimbursement (or reimbursement or payment in the case of Dr. Reddy and Mr. Bollesen) of premiums for continued health benefits under our health plans for up to six (6) months following the executive’s termination; provided that the executive constitutes a qualified beneficiary under applicable law and timely elects to continue coverage under applicable law; •any outstanding and unvested equity awards that would have vested within six (6) months following the date of termination solely based upon the executive’s continued service with the company would immediately vest at termination; and •extended exercisability of outstanding and vested stock options or stock appreciation rights until the six (6) month anniversary of the termination date; provided that in no event will the post-termination exercise period for any individual stock option extend beyond the original maximum term. In addition, if within the period beginning three (3) months prior to and ending twenty-four (24) months following a change in control, the executive is terminated by us or our successor without “cause” or he or she terminates for “good reason,” (as defined in the agreement) we have agreed that the executive would be entitled to receive the following benefits: •a lump sum cash payment equal to twelve (12) months of the executive’s base salary, determined at a rate equal to the greater of (A) his or her annual salary as in effect immediately prior to the change in control or (B) his or her then-current base salary as of the date of such termination; •a lump sum cash payment equal to 100% of his or her target annual bonus for the year immediately preceding the year of the change in control, or if greater, the target bonus in effect immediately prior to the change in control; •reimbursement (or reimbursement or payment in the case of Dr. Reddy and Mr. Bollesen) of premiums for continued health benefits under our health plans for up to twelve (12) months following the executive’s termination; provided that the executive constitutes a qualified beneficiary under applicable law and timely elects to continue coverage under applicable law; •immediate vesting of one hundred percent (100%) of the then-unvested portion of any outstanding equity awards held by the executive; and •extended exercisability of outstanding and vested stock options or stock appreciation rights until the twelve (12) month anniversary of the termination date; provided that in no event would the post-termination exercise period for any individual stock option extend beyond the original term. Payment of the benefits described above under these change in control and severance agreements is also subject to the executive’s executing and not revoking a release of claims with us. In addition, the change in control and severance agreements with each of the executives provide that in the event that the severance payments and other benefits payable to such executives constitute “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, and would be subject to the applicable excise tax, then such executive’s severance and other benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by such executive on an after-tax basis of the greatest amount of benefits.

  59. Accounting and Tax Considerations

    Accounting and Tax Considerations Prior to January 1, 2018, Internal Revenue Code Section 162(m) limited the amount that we could deduct for compensation paid to our chief executive officer and certain other highly compensated officers to $1,000,000 per person, unless the compensation was “performance-based” as defined under Section 162(m). As a result of the 2017 Tax Cuts and Jobs Act, the number of individuals covered by Section 162(m) has been expanded to include our principal financial officer and the exception for “performance-based” compensation has been eliminated. While our compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, our compensation committee intends to maintain an approach to executive compensation that is intended principally to link pay to performance. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain traditional nonqualified deferred compensation plans, Section 409A does apply to certain change of control severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have designed the change in control and severance arrangements described above in a manner to avoid the application of Section 409A.

  60. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the compensation of our principal executive officer, principal financial officer, our three (3) other executive officers and two (2) additional individuals who were not serving as executive officers at the end of fiscal 2023 but who were our most highly compensated individuals during the fiscal year ended December 31, 2023, together referred to as our “named executive officers” for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021.

  61. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Kishore Seendripu, Ph.D. | 2023 | 700,690 | 8,234,014 | 493 | 8,935,197 | | Chairman, President and Chief Executive | 2022 | 700,690 | 7,986,169 | 15,807 | 8,702,666 | | Officer (Principal Executive Officer) | 2021 | 620,832 | 5,573,220 | 17,959 | 6,212,011 | | Steven Litchfield | 2023 | 425,690 | 2,491,627 | 493 | 2,917,810 | | Chief Financial Officer and Chief Corporate | 2022 | 425,690 | 2,943,983 | 15,807 | 3,385,480 | | Strategy Officer (Principal Financial Officer) | 2021 | 387,055 | 1,768,705 | 17,959 | 2,173,719 | | William G. Torgerson | 2023 | 401,290 | 1,877,394 | 493 | 2,279,177 | | Vice President and General Manager | 2022 | 401,290 | 4,538,890 | 11,260 | 4,951,440 | | Broadband Group | 2021 | 364,632 | 1,545,077 | 12,768 | 1,922,477 | | Madhukar Reddy, Ph.D. | 2023 | 385,690 | 1,776,266 | 493 | 2,162,449 | | Vice President, Worldwide Engineering | 2022 | 385,690 | 2,430,631 | 16,053 | 2,832,374 | | | 2021 | 358,255 | 1,366,680 | 17,022 | 1,741,957 | | Michael Bollesen | 2023 | 361,290 | 1,274,424 | 493 | 1,636,207 | | Vice President, Sales | 2022 | 360,690 | 2,017,683 | 16,053 | 2,394,426 | | | 2021 | 320,832 | 1,055,833 | 17,022 | 1,393,687 | | Michelle Sayer(4) | 2023 | 350,690 | 346,880 | 493 | 698,063 | | General Counsel and Chief Compliance Officer | | | | | | | Connie Kwong(4) | 2023 | 285,282 | 380,663 | 493 | 666,438 | | Corporate Controller and Principal Accounting Officer | | | | | |

  62. 2023 Summary Compensation Table

    _____________________ (1) Includes for 2023 the issuance of shares of our common stock for the 2023 corporate performance period under our executive incentive bonus plan. Awards of shares in settlement of bonuses are valued in accordance with Accounting Standards Codification Topic 718, or ASC 718, based on the fair market value of our common stock on the date of grant, which may differ from the dollar value of the bonus amounts shown in the “Bonus Payments” chart above. Individual awards for executive performance during 2023 were made on February 20, 2024 for the following amounts: Dr. Seendripu, $234,051; Mr. Litchfield, $91,633; Mr. Torgerson, $77,423; Dr. Reddy, $76,294; Mr. Bollesen, $74,436; Ms. Sayer, $46,918; and Ms. Kwong, $30,678. Includes for 2022 the issuance of shares of our common stock for the 2022 corporate performance period under our executive incentive bonus plan. Individual awards for executive performance during 2022 were made on February 3, 2023 for the following amounts: Dr. Seendripu, $1,111,250; Mr. Litchfield, $412,781; Mr. Torgerson, $388,991; Dr. Reddy, $349,444; and Mr. Bollesen, $317,785. Includes for 2021 the issuance of shares of our common stock for the 2021 corporate performance period under our executive incentive bonus plan. Individual awards for executive performance during 2021 were made on February 4, 2022 for the following amounts: Dr. Seendripu, $1,073,246; Mr. Litchfield, $418,723; Mr. Torgerson, $395,102; Dr. Reddy, $366,700; and Mr. Bollesen, $305,866. (2) Includes for 2023 grants of restricted stock units (RSUs) with time-based vesting in the following amounts: Dr. Seendripu, $1,999,968; Mr. Litchfield, $599,997; Mr. Torgerson, $899,979; Dr. Reddy, $849,977; Mr. Bollesen, $599,997; Ms. Sayer, $149,975; and Ms. Kwong, $174,992 and grants of RSUs with performance-based vesting in the following amounts: Dr. Seendripu, $5,999,995; Mr. Litchfield, $1,799,997; Mr. Torgerson, $899,992; Dr. Reddy, $849,996; Mr. Bollesen, $599,990; Ms. Sayer, $149,988; and Ms. Kwong, $174,992. Includes for 2022 grants of restricted stock units (RSUs) with time-based vesting in the following amounts: Dr. Seendripu, $1,499,955; Mr. Litchfield, $499,985; Mr. Torgerson, $2,824,935; Dr. Reddy, $799,976; and Mr. Bollesen, $624,924 and grants of RSUs with performance-based vesting in the following amounts: Dr. Seendripu, $5,374,963; Mr. Litchfield, $2,031,217; Mr. Torgerson, $1,324,964; Dr. Reddy, $1,281,211; and Mr. Bollesen, $1,074,974. Includes for 2021 grants of restricted stock units (RSUs) with time-based vesting in the following amounts: Dr. Seendripu, $1,124,979; Mr. Litchfield, $337,487; Mr. Torgerson, $574,984; Dr. Reddy, $499,983; and Mr. Bollesen, $374,969 and grants of RSUs with performance-based vesting in the following amounts: Dr. Seendripu, $3,374,995; Mr. Litchfield, $1,012,496; Mr. Torgerson, $574,991; Dr. Reddy, $499,997; and Mr. Bollesen, $374,998. The dollar value of the RSUs shown represents the aggregate grant date fair value computed pursuant to ASC 718 and attributable to RSU awards granted to these individuals during the periods indicated. These grant date fair values have been determined based on the fair market value of our common stock on the date of grant. As these values reflect the aggregate grant date fair value in accordance with ASC 718, they do not necessarily correspond to the actual value, if any, that may be realized by the named executive officers. The actual value that may be realized is also subject to time-based vesting restrictions that require the named executive officer to continue to provide services to us and will also vary with our financial performance relative to our peer group due to performance-based vesting restrictions on certain awards. The amounts included for RSUs with performance-based vesting are based on the probable outcome as of the grant date our performance relative to our peer group. We consider the target level of performance (100%) to be the probable outcome as of the grant date for purposes of determining these amounts. The maximum level of performance is 250% for each of these awards. For further information regarding measurement of executive performance and related vesting of performance-based RSUs upon achievement of performance criteria, refer to the section “Executive Compensation – Compensation Discussion and Analysis” under the subheader “Equity-Based Incentives,” above. For 2023, 2022, and 2021, stock awards also includes the grant-date fair value of RSUs for which settlement has been deferred as described in “Executive Compensation — Non-Qualified Deferred Compensation” as follows: 2023: Dr. Seendripu, $8,234,014; Mr. Litchfield, $2,491,627; and Mr. Torgerson, $1,877,394. 2022: Dr. Seendripu, $7,986,169; Mr. Litchfield, $2,943,983; and Mr. Torgerson, $2,038,965. 2021: Dr. Seendripu, $3,374,995; Mr. Litchfield, $1,012,496; Mr. Torgerson, $574,991; and Dr. Reddy, $866,683. (3) Represents employer funded amounts for group term life insurance. (4) Ms. Sayer and Ms. Kwong first became named executive officers in 2023.

  63. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table presents information concerning each grant of a plan-based award made to a named executive officer in fiscal 2023 under any plan.

  64. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Grant Date | Estimated Future Payments Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Kishore Seendripu, Ph.D. | 2/20/2024 | 218,750 | 875,000 | 1,356,250 | 12,222(1) | 234,051(1) | | | 1/3/2023 | 3,000,000 | 6,000,000 | 15,000,000 | 183,710(2) | 5,999,995(2) | | | 1/3/2023 | — | — | — | 61,236(3) | 1,999,968(3) | | Steven Litchfield | 2/20/2024 | 79,688 | 318,750 | 494,063 | 4,785(1) | 91,633(1) | | | 1/3/2023 | 900,000 | 1,800,000 | 4,500,000 | 55,114(2) | 1,799,997(2) | | | 1/3/2023 | — | — | — | 18,371(3) | 599,997(3) | | William G. Torgerson | 2/20/2024 | 75,000 | 300,000 | 465,000 | 4,043(1) | 77,423(1) | | | 1/3/2023 | 450,000 | 900,000 | 2,250,000 | 27,556(2) | 899,992(2) | | | 1/3/2023 | — | — | — | 27,556(3) | 899,979(3) | | Madhukar Reddy, Ph.D. | 2/20/2024 | 67,375 | 269,500 | 417,725 | 3,984(1) | 76,294(1) | | | 1/3/2023 | 425,000 | 850,000 | 2,125,000 | 26,026(2) | 849,996(2) | | | 1/3/2023 | — | — | — | 26,025(3) | 849,997(3) | | Michael Bollesen | 2/20/2024 | 67,500 | 270,000 | 418,500 | 3,887(1) | 74,436(1) | | | 1/3/2023 | 300,000 | 600,000 | 1,500,000 | 18,371(2) | 599,990(2) | | | 1/3/2023 | — | — | — | 18,371(3) | 599,997(3) | | Michelle Sayer | 2/20/2024 | 43,750 | 175,000 | 271,250 | 2,450(1) | 46,918(1) | | | 1/3/2023 | 75,000 | 150,000 | 375,000 | 4,593(2) | 149,988(2) | | | 1/3/2023 | — | — | — | 4,592(3) | 149,975(3) | | Connie Kwong | 2/20/2024 | 28,500 | 114,000 | 176,700 | 1,602(1) | 30,678(1) | | | 1/3/2023 | 87,500 | 175,000 | 437,000 | 5,359(2) | 174,992(2) | | | 1/3/2023 | — | — | — | 5,358(3) | 174,992(3) |

  65. Grants of Plan-Based Awards in Fiscal 2023

    _______________________ (1) Awards for the 2023 corporate performance period under our executive incentive bonus plan were settled in shares of our common stock in February 2024. A complete description of the terms of our executive incentive bonus plan is set forth above under the caption “Annual Incentive Program for 2023 Corporate Performance Period.” The grant date fair value calculated under ASC 718 for awards under our executive incentive bonus plan are included in the “Stock Awards Column” of the Summary Compensation Table and in the final column of this table. The number of shares subject to the awards is calculated on the grant date based on the closing sales price of our common stock on that date. The grant dates are the effective dates that the Board approved the bonus award amounts. (2) These stock awards represent restricted stock units with performance-based vesting issued under our 2010 Equity Incentive Plan, as amended. Each restricted stock unit entitles the executive to receive one (1) share of our common stock at the time of vesting without the payment of an exercise price or other consideration contingent upon the achievement of certain performance conditions. The shares granted on January 3, 2023 subject to restricted stock units with performance-based vesting are eligible to vest annually at the end of each year based on our financial performance relative to our peer group over a three-year performance period, subject to a 30% of target cap for the first performance year and a 100% of target cap for the second performance year. Unvested restricted stock units are subject to acceleration of vesting in certain situations such as in connection with a change of control. (3) These stock awards represent restricted stock units with time-based vesting issued under our 2010 Equity Incentive Plan, as amended. Each restricted stock unit entitles the executive to receive one (1) share of our common stock at the time of vesting without the payment of an exercise price or other consideration. The shares granted on January 3, 2023 subject to restricted stock units with time-based vesting vest annually over four (4) years. Unvested restricted stock units are subject to acceleration of vesting in certain situations such as in connection with a change of control. (4) The shares of common stock underlying restricted stock unit awards were valued as of their respective grant dates in accordance with ASC 718 and with respect to restricted stock unit awards subject to performance-based vesting, based on the probable outcome as of the grant date of our financial performance relative to our peer group. We consider the target level of performance (100%) to be the probable outcome as of the grant date for purposes of determining these amounts. The maximum level of performance is 250% for each of these awards. Our assumptions with respect to the calculation of stock-based compensation expense are set forth in Note 9, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K.

  66. Outstanding Equity Awards at Fiscal Year-End for 2023

    Outstanding Equity Awards at Fiscal Year-End for 2023 The following table presents information concerning unexercised stock options and unvested restricted stock units for each named executive officer outstanding as of December 31, 2023.

  67. Outstanding Equity Awards at Fiscal Year-End for 2023

    | Name | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Restricted Stock Units That Have Not Vested ($) | | Kishore Seendripu, Ph.D. | | | | | 61,236(1) | 1,455,580(12) | | | | | | | 21,422(2) | 509,201(12) | | | | | | | 15,712(3) | 373,474(12) | | | | | | | 14,613(4) | 347,351(12) | | | | | | | 56,564(5) | 1,344,526(12) | | | | | | | 51,441(5) | 1,222,753(12) | | | | | | | 19,054(5) | 452,914(12) | | | | | | | 183,710(5) | 4,366,787(12) | | Steven Litchfield | 306,000(6) | | 18.40 | 8/10/2025 | | | | | | | | | 18,371(1) | 436,679(12) | | | | | | | 7,230(2) | 171,857(12) | | | | | | | 4,713(3) | 112,028(12) | | | | | | | 4,871(4) | 115,784(12) | | | | | | | 55,113(5) | 1,310,036(12) | | | | | | | 16,969(5) | 403,353(12) | | | | | | | 17,147(5) | 407,584(12) | | | | | | | 11,569(5) | 274,995(12) | | | | | | | 15,589(7) | 370,551(12) | | William G. Torgerson | | | | | 27,556(1) | 655,006(12) | | | | | | | 8,037(4) | 191,039(12) | | | | | | | 27,556(5) | 655,006(12) | | | | | | | 9,636(5) | 229,048(12) | | | | | | | 9,430(5) | 224,151(12) | | | | | | | 10,888(5) | 258,808(12) | | | | | | | 6,236(7) | 148,230(12) | | | | | | | 11,997(8) | 285,169(12) | | | | | | | 11,243(9) | 267,246(12) | | | | | | | 23,382(10) | 555,790(12) | | Madhukar Reddy, Ph.D. | | | | | 26,025(1) | 618,614(12) | | | | | | | 15,424(2) | 366,628(12) | | | | | | | 7,794(4) | 185,263(12) | | | | | | | 26,025(5) | 618,614(12) | | | | | | | 10,479(5) | 249,086(12) | | | | | | | 9,144(5) | 217,353(12) | | | | | | | 8,380(5) | 199,193(12) | | | | | | | 7,795(7) | 185,287(12) | | | | | | | 9,777(9) | 232,399(12) | | Michael Bollesen | 29,000(6) | | 18.40 | 8/10/2025 | | | | | | | | | 18,371(1) | 436,679(12) | | | | | | | 6,088(4) | 144,712(12) | | | | | | | 18,370(5) | 436,655(12) | | | | | | | 9,799(5) | 232,922(12) | | | | | | | 7,144(5) | 169,813(12) | | | | | | | 6,285(5) | 149,394(12) | | | | | | | 4,677(7) | 111,172(12) | | | | | | | 10,283(8) | 244,427(12) |

  68. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | 7,333(9) | 174,305(12) | | Michelle Sayer | 4,592(1) | 109,152(12) | | | 25,179(3) | 598,505(12) | | | 4,592(5) | 109,152(12) | | Connie Kwong | 5,358(1) | 127,360(12) | | | 1,582(4) | 37,604(12) | | | 5,358(5) | 127,360(12) | | | 2,723(5) | 64,726(12) | | | 1,857(5) | 44,141(12) | | | 2,339(7) | 55,598(12) | | | 11,140(8) | 264,798(12) | | | 3,178(9) | 75,541(12) | | | 6,379(11) | 151,629(12) |

  69. Outstanding Equity Awards at Fiscal Year-End for 2023

    (1) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the restricted stock units will vest on February 20, 2024, and one-fourth (1/4th) of the restricted stock units will vest on each February 20 thereafter, such that the award will be fully vested on February 20, 2027. (2) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through the vesting date, includes the remaining one-fourth (1/4th) of the restricted stock units which will vest on May 20, 2024. (3) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, includes one-fourth (1/4th) of the restricted stock units which will vest on May 20, 2024, and one-fourth (1/4th) of the restricted stock units which will vest on May 20, 2025. (4) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, includes one-fourth (1/4th) of the restricted stock units which will vest on February 20, 2024, and one-fourth (1/4th) of the restricted stock units will vest on each February 20 thereafter, such that the award will be fully vested on February 20, 2026. (5) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, restricted stock units with performance-based vesting are eligible to vest annually at the end of each performance period over a three (3) year performance period, subject to compensation committee approval, based on the metrics described in the “Compensation Discussion and Analysis” section. (6) This stock option has fully vested. (7) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through the vesting date, includes the remaining 40% of the restricted stock units which will vest on August 20, 2024. (8) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through the vesting date, includes the remaining 40% of the restricted stock units which will vest on May 20, 2024. (9) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, includes 30% of the restricted stock units which will vest on May 20, 2024; and 40% of the restricted stock units which will vest on May 20, 2025. (10) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, includes 20% of the restricted stock units which will vest on February 20, 2024; 30% of the restricted stock units which will vest on February 20, 2025; and 40% of the restricted stock units which will vest on February 20, 2026. (11) Subject to the award recipient continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, includes one-fourth (1/4th) of the restricted stock units which will vest on August 20, 2024, and one-fourth (1/4th) of the restricted stock units will vest on each August 20 thereafter, such that the award will be fully vested on August 20, 2026. (12) Based on the closing price of MaxLinear’s common stock on the last trading day of fiscal 2023, or December 29, 2023, of $23.77.

  70. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023 Stock option exercises There were no stock option exercises for any named executive officer in fiscal 2023. Stock awards released The following table summarizes the release of vested stock awards to each named executive officer in fiscal 2023.

  71. Option Exercises and Stock Vested for 2023

    | Name | Number of Shares Acquired on Release (#) | Value Realized on Release ($)(1)(2) | | Kishore Seendripu, Ph.D. | 197,650 | 6,162,074 | | Steven Litchfield | 2,357 | 67,316 | | William G. Torgerson | 22,229 | 611,951 | | Madhukar Reddy, Ph.D. | 84,556 | 3,380,968 | | Michael Bollesen | 79,348 | 2,926,998 | | Michelle Sayer | 12,083 | 389,776 | | Connie Kwong | 25,131 | 791,262 |

  72. Option Exercises and Stock Vested for 2023

    _____________________ (1) Represents the closing price of a share of our common stock on the date of vesting multiplied by the number of shares that have vested. (2) Excludes value of certain vested restricted stock units for certain named executive officers which are deferred pending settlement of the vested restricted stock units. Settlement of the restricted stock units is deferred as described in “Executive Compensation — Non-Qualified Deferred Compensation.” Amounts that vested in 2023 but were deferred for each of the named executive officers is as follows: Dr. Seendripu, $7,999,962; Mr. Litchfield, $2,399,994; Mr. Torgerson, $1,799,971; and Dr. Reddy, none.

  73. Pension Benefits

    Pension Benefits We do not provide a pension plan for our named executive officers.

  74. Nonqualified Deferred Compensation — Fiscal Year 2023

    Nonqualified Deferred Compensation — Fiscal Year 2023 Restricted Stock Unit Deferred Payment Alternative For fiscal year 2023, we permitted our executive officers to elect to defer the delivery of the shares of common stock subject to certain restricted stock unit awards upon vesting in accordance with terms and conditions approved by the compensation committee. Generally, and pursuant to the elections of our officers in 2023, if an executive officer elects to defer settlement of his or her restricted stock unit awards, settlement is deferred until the earlier of (i) a date specified in the election by the executive officer, if any; (ii) the date of termination of the executive officer’s service to the company; or (iii) a qualifying change in control. The following table summarizes compensation received by the named executive officers that is subject to deferral under applicable restricted stock unit award agreements:

  75. Nonqualified Deferred Compensation — Fiscal Year 2023

    | Name | Aggregate Balance at Prior FYE ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings (Loss) in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Kishore Seendripu, Ph.D. | 18,872,330 | 7,999,962 | (1,094,250) | 25,778,042 | | Steven Litchfield | 5,389,596 | 2,399,994 | 645,884 | 8,435,474 | | William G. Torgerson | 3,457,095 | 1,799,971 | (908,035) | 4,349,031 | | Madhukar Reddy, Ph.D. | 3,727,133 | — | (348,323) | 3,378,810 |

  76. Nonqualified Deferred Compensation — Fiscal Year 2023

    (1) Represents the aggregate value of the vested deferred restricted stock units held by each officer as of December 31, 2022. The value of each vested deferred restricted stock unit is based on the closing price of the company’s common stock on December 31, 2022 of $33.95. (2) Represents the value, as of the applicable vesting date in 2023, of the restricted stock units that vested and were earned and deferred by the officers in 2023. Such awards are included as compensation in the year of grant in the Summary Compensation Table under the Stock Awards column. The value of each vested deferred restricted stock unit is based on the closing price of the company’s common stock on the applicable vesting date. (3) Represents the net increase (decrease) in value of the shares underlying vested deferred settlement restricted stock units from the vesting date to December 31, 2023 for each officer. (4) Represents the aggregate value of the vested deferred restricted stock units held by each officer as of December 31, 2023. The value of each vested deferred restricted stock unit is based on the closing price of the company’s common stock on the last trading day of fiscal 2023, or December 29, 2023, of $23.77.

  77. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Change in Control and Severance Agreements For a description of the change-in-control and severance agreements that we have entered with our executive officers, please refer to the caption “Severance and Termination Benefits” on page 46. Estimated Termination Payments The following tables provide information concerning the estimated payments and benefits that would have been provided under change-in-control agreements that were in effect with our named executive officers on December 31, 2023. Except where otherwise noted, payments and benefits are estimated in the table assuming that the triggering event took place on the last business day of fiscal 2023 (December 29, 2023), and based on the closing price per share of our common stock on the last trading day of fiscal 2023, or December 29, 2023, and base salaries as in effect as of such date. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  78. Potential Payments Upon Termination or Change of Control

    | Name | Terminated Without Cause or Terminated for Good Reason in Connection with a Change of Control(1) | | | | | | Severance Payments Attributable to Salary ($)(2) | Severance Payments Attributable to Bonus ($)(3) | Acceleration of Equity Vesting ($)(4) | Health Care Benefits ($)(5) | | Kishore Seendripu, Ph.D. | 1,400,000 | 1,750,000 | 10,072,585 | 44,385 | | Steven Litchfield | 850,000 | 637,500 | 3,602,866 | 51,131 | | William G. Torgerson | 400,000 | 300,000 | 3,469,493 | 25,945 | | Madhukar Reddy, Ph.D. | 385,000 | 269,500 | 2,872,438 | 22,056 | | Michael Bollesen | 360,000 | 270,000 | 2,100,080 | 22,102 | | Michelle Sayer | 350,000 | 175,000 | 819,809 | 8,143 | | Connie Kwong | 295,000 | 118,000 | 759,523 | 6,499 |

  79. Potential Payments Upon Termination or Change of Control

    | Name | Terminated Without Cause or Terminated for Good Reason NOT in Connection with a Change of Control(1) | | | | | | Severance Payments Attributable to Salary ($)(2) | Severance Payments Attributable to Bonus ($)(3) | Acceleration of Equity Vesting ($)(4) | Health Care Benefits ($)(5) | | Kishore Seendripu, Ph.D. | 700,000 | 875,000 | 5,709,079 | 22,192 | | Steven Litchfield | 425,000 | 318,750 | 2,158,340 | 25,565 | | William G. Torgerson | 200,000 | 300,000 | 1,184,174 | 12,973 | | Madhukar Reddy, Ph.D. | 192,500 | 269,500 | 1,343,837 | 11,028 | | Michael Bollesen | 180,000 | 270,000 | 853,010 | 11,051 | | Michelle Sayer | 175,000 | 175,000 | 199,502 | 4,071 | | Connie Kwong | 147,500 | 118,000 | 361,019 | 3,250 |

  80. Potential Payments Upon Termination or Change of Control

    ______________________ (1) A termination is considered to be “in connection with a change of control” if employment with us is either (i) terminated by us or our successor without cause or (ii) with respect to Dr. Seendripu and Mr. Litchfield only, terminated by the executive for good reason, and in either event, during the period beginning three (3) months prior to and ending twenty four (24) months following a change of control. (2) The amounts shown in this column are based on such named executive officer’s base salary as of December 31, 2023. (3) The amounts shown in this column for the named executive officers represent an amount up to 100% to 200% of the executive’s target annual bonus for 2023. (4) The amounts shown in this column are equal to the spread value between (i) (A) 100% of the unvested portion of all outstanding time-based equity awards (with respect to a qualifying termination in connection with a change in control) or (B) the unvested portion of outstanding time-based equity awards that would vest (upon a qualifying termination not in connection with a change in control), plus the eligible portion of performance-based equity awards as defined in the underlying agreement held by the named executive officer on December 29, 2023 and (ii) the difference between the closing market price on the last trading day of fiscal 2023, or December 29, 2023, of $23.77 per share and the exercise price, if any. In the event of a change in control, achievement on unvested performance-based equity awards is assumed at 100% of target. In the event an individual's service is terminated on or after the end of a performance period but prior to the certification of performance for such performance period, the performance-based equity awards will remain outstanding until the Compensation Committee is able to make a determination as to performance, and only the number of undelivered shares underlying performance-based awards for which performance periods have elapsed at the date of the assumed termination are included (achievement on unvested performance-based equity awards is assumed at 100% of target), and further capped at 30% if only the first performance period has elapsed at the date of the termination. (5) The amounts shown in this column are equal to the cost of covering the named executive officer and his or her eligible dependents coverage under our benefit plans for the applicable time periods discussed in “Severance and Termination Benefits” in the proxy statement, assuming that such coverage is timely elected under COBRA.

  81. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Kishore Seendripu, Ph.D., our CEO. The compensation committee believes that readers and employees should be cautious in drawing conclusions with respect to MaxLinear’s compensation practices as a number of factors will affect our ratio relative to that of other companies within our peer group and industry. In particular, a substantial portion of our employee base consists of hardware and software engineers based in jurisdictions, including China and India, that are substantially less costly than the United States. Even within the United States, a substantially larger percentage of our research and development staff is based in Southern California, which tends to be less expensive than the San Francisco Bay Area. In addition, many of our employees are younger, and a substantial number of our engineering staff consists of employees who have completed their degrees within the last ten to fifteen years. We believe our compensation practices and level of compensation are appropriate and competitive with opportunities in our industry, in each of the geographic markets in which we operate, and at all levels of the organization. For fiscal year 2023, our last completed fiscal year: •the median of the annual total compensation of all employees of our company (other than our CEO), was $133,971; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $8,935,197. Based on this information, for fiscal year 2023, the ratio of the annual total compensation of Dr. Seendripu, our CEO, to the median of the annual total compensation of employees was approximately 67 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: •We selected December 31, 2023, a date within the last three months of our most recently completed fiscal year, as the date upon which we would identify the median employee. •As of December 31, 2023, our employee population consisted of approximately 1,759 individuals, including employees in North America, Asia, Europe, and the Middle East. •When determining our median employee, we only excluded our CEO and did not exclude any non-U.S. employees. Thus, our employee population used to determine our median employee, after taking into consideration the adjustments described above, consisted of approximately 1,758 individuals. •To identify the “median employee” from our employee population, we used fiscal year 2023 payroll and stock-based compensation records (the “compensation measure”). •The compensation measure included base salary (including any paid overtime) and bonuses, which are settled in shares of common stock, and no cost-of-living adjustments were used. •We annualized the base salary of all permanent employees who did not work for us or our subsidiaries for the entire fiscal year. •Amounts paid in foreign currency were converted into United States dollars using average exchange rates in effect during fiscal year 2023. •With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $133,971. •With respect to the annual total compensation for the CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table.

  82. Pay Versus Performance Table

    Pay Versus Performance Table We are providing the following information about the relationship between executive compensation actually paid and company financial performance, as required by or defined in Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy, and in particular, how we align executive compensation with company financial performance, refer to “Executive Compensation – Compensation Discussion and Analysis,” above.

  83. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4)(5) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | | | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | Net Income (Loss) ($000s)(8) | Revenue ($000s)(9) | | 2023 | 8,935,197 | 2,822,994 | 1,726,684 | 465,442 | 112 | 167 | (73,147) | 693,263 | | 2022 | 8,702,666 | (26,811,832) | 3,694,848 | (3,771,230) | 160 | 117 | 125,040 | 1,120,252 | | 2021 | 6,212,011 | 52,813,291 | 1,807,960 | 12,465,113 | 355 | 174 | 41,969 | 892,398 | | 2020 | 5,590,381 | 34,474,571 | 2,162,987 | 7,764,842 | 180 | 144 | (98,593) | 478,596 |

  84. Pay Versus Performance Table

    ___________________ (1) The dollar amounts reported in this column are the amounts of total compensation reported for the company’s principal executive officer, or PEO, Dr. Seendripu, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – 2023 Summary Compensation Table,” above. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Dr. Seendripu, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Seendripu during the applicable year. For further details, refer to the reconciliation of total compensation for each year to compensation actually paid to the PEO, below. (3) The dollar amounts reported in this column represent the average of the amounts reported for the company’s other named executive officers, or NEOs, excluding its PEO, Dr. Seendripu, in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – 2023 Summary Compensation Table” above and the 2022, 2021 and 2020 Summary Compensation Table in the company’s previously filed proxy statements. (4) The names of each of the NEOs (excluding the company’s PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Steven Litchfield, William Torgerson, Madhukar Reddy, Ph.D., Michael Bollesen, Michelle Sayer, and Connie Kwong; (ii) for 2022, Steven Litchfield, William Torgerson, James Lougheed, and W. Kelly Jones; (iii) for 2021, Steven Litchfield, William Torgerson, Madhukar Reddy, PhD., and Michael Bollesen; and (iv) for 2020, Steven Litchfield, Madhukar Reddy, PhD., William Torgerson, and W. Kelly Jones. (5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the company’s other NEOs as a group, excluding Dr. Seendripu, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the other NEOs as a group during the applicable year. For further details, refer to the reconciliation of average total compensation for each year to average compensation actually paid to non-PEO NEOs, below. (6) Cumulative Total Shareholder Return, or TSR, is calculated as though $100 was invested at the beginning of the period, or December 31, 2019, by dividing the sum of the cumulative amount of dividends for the measurement period, if any, assuming dividend reinvestment, and the difference between the company’s share price at the end and the beginning of the measurement period by the company’s share price at the beginning of the measurement period. (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Composite Index, which is one peer group the company uses for its Item 201(e) of Regulation S-K disclosure. (8) The amounts in this column represent the company’s net income (loss) for the applicable year, as reflected in the company’s audited consolidated financial statements. (9) The metric in this column, revenue, in our assessment, represents the most important company financial performance measure used to link compensation actually paid to company performance for the company’s NEOs for the most recently completed fiscal year, to company performance. In particular, the issuance of shares of common stock under our long-term incentive and corporate bonus plans to the NEOs is directly linked to revenue: (1) 60% of performance-based restricted stock units granted to NEOs are based on company performance in terms of revenue growth relative to our peer group; and (2) 50% of bonus awards to NEOs are weighted related to the revenue metric. Other key financial performance measures linked to executive compensation are described under “Financial Performance Measures,” below. For additional information regarding actual performance, peer group, and executive compensation for the most recently completed year, see “Executive Compensation – Compensation Discussion and Analysis” section, above. Reconciliation of Total Compensation to Average Compensation Actually Paid to the PEO: The following table presents a reconciliation of total compensation paid to the PEO for each year as reported in the summary compensation table, above, to the compensation actually paid to the PEO, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the pay versus performance table, above. Material changes in the fair value from year to year, in particular in 2021 and 2022 in the table below, are due to changes in the Company’s stock price from year end to year end and/or the vesting date.

  85. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($)(1) | Less: Reported Value of Equity Awards per Summary Compensation Table ($)(1) | Year End Fair Value of Equity Awards Granted in the Year and Outstanding/Unvested at End of Year ($)(2) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)(3) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)(4) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Year ($)(5) | Total Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g)=(c)+(d)+(e)+(f) | (h)=(a)+(b)+(g) | | 2023 | 8,935,197 | (8,234,014) | 1,455,580 | (3,520,020) | 1,111,226 | 3,075,025 | 2,121,811 | 2,822,994 | | 2022 | 8,702,666 | (7,986,169) | 6,657,595 | (28,258,599) | 1,073,206 | (7,000,531) | (27,528,329) | (26,811,832) | | 2021 | 6,212,011 | (5,573,220) | 20,137,272 | 30,911,563 | 985,262 | 140,403 | 52,174,500 | 52,813,291 | | 2020 | 5,590,381 | (4,985,280) | 27,815,687 | 5,953,721 | 194,200 | (94,138) | 33,869,470 | 34,474,571 |

  86. Pay Versus Performance Table

    ___________________ (1) Amounts as reported in the “Total” and “Stock Awards” columns of the Summary Compensation table for Dr. Seendripu for each applicable year. The company does not offer a defined benefit or pension plan to its NEOs and does not pay dividends on its common stock. (2) The amounts in this column are calculated as the product of: (i) the number of restricted stock units granted to Dr. Seendripu in each year, that remained outstanding and unvested at the end of that year; and (ii) the company’s closing stock price on the last trading day of the applicable year ($38.19 on December 31, 2020, $75.39 on December 31, 2021, $33.95 on December 31, 2022, and $23.77 on December 29, 2023). (3) The amounts in this column are calculated as the product of: (i) the number of restricted stock units granted in prior years that were outstanding and unvested as of the end of the applicable year; and (ii) the year over year change in fair value of such restricted stock units, or the difference between the company’s closing stock price on the last trading day of the applicable year and the company’s closing stock price on the last trading day of the immediately preceding year ((for 2023, ($10.18), or $23.77 on December 29, 2023 minus $33.95 on December 30, 2022; for 2022, ($41.44), or $33.95 on December 30, 2022 minus $75.39 on December 31, 2021; for 2021, $37.20, or $75.39 on December 31, 2021 minus $38.19 on December 31, 2020; and for 2020, $16.97, or $38.19 on December 31, 2020 minus $21.22 on December 31, 2019). (4) The amounts in this column are calculated as the product of: (i) the number of restricted stock units granted in the applicable year that also vested during the same year; and (ii) the fair value of such restricted stock units at the vesting date. (5) The amounts in this column are calculated as the product of (i) the number of restricted stock units granted in prior years that vested during the applicable year; and (ii) the change in fair value from the end of the immediately preceding year to the vesting date in the applicable year, or the difference between the company’s closing stock price on the vesting date and the company’s closing stock price on the last trading date of the immediately preceding year (for 2023, the company’s closing stock price on the vesting date minus $33.95 on December 30, 2022; for 2022, the company’s closing stock price on the vesting date minus $75.39 on December 31, 2021; for 2021, the company’s closing stock price on the vesting date minus $38.19 on December 31, 2020; and for 2020, the company’s closing stock price on the vesting date minus $21.22 on December 31, 2019). Reconciliation of Average Total Compensation to Average Compensation Actually Paid to non-PEO NEOs: The following table presents a reconciliation of average compensation paid to other NEOs (excluding the PEO) for each year as reported in the summary compensation table, above, to the average compensation actually paid to the other NEOs (excluding the PEO), which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the pay versus performance table, above. Material changes in the fair value from year to year, in particular in 2021 and 2022 in the table below, are due to changes in the Company’s stock price from year end to year end and/or the vesting date.

  87. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for non-PEO NEOs ($)(1) | Less: Average Reported Value of Equity Awards per Summary Compensation Table ($)(2) | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding/Unvested at End of Year ($)(3) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)(4) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)(5) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Year ($)(6) | Total Average Equity Award Adjustments ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g)=(c)+(d)+(e)+(f) | (h)=(a)+(b)+(g) | | 2023 | 1,726,684 | (1,357,876) | 397,248 | (839,350) | 294,241 | 244,495 | 96,634 | 465,442 | | 2022 | 3,694,848 | (3,293,493) | 2,370,414 | (5,428,246) | 325,480 | (1,440,233) | (4,172,585) | (3,771,230) | | 2021 | 1,807,960 | (1,434,074) | 4,182,053 | 7,359,176 | 310,425 | 239,573 | 12,091,227 | 12,465,113 | | 2020 | 2,162,987 | (1,872,084) | 5,917,388 | 1,453,539 | 45,291 | 57,721 | 7,473,939 | 7,764,842 |

  88. Pay Versus Performance Table

    ___________________ (1) The amounts reported in this column represent the average of the amounts reported for the company’s named executive officers, or NEOs, excluding its PEO, Dr. Seendripu, in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – 2023 Summary Compensation Table” above, and the 2022, 2021 and 2020 Summary Compensation Table in the company’s previously filed proxy statements. Note that due to rounding, the number shown in the “Average Compensation Actually Paid to Non-PEO Named Executive Officers” column may not match the exact number obtained by adding and subtracting the numbers in the prior columns or shown above. (2) The amounts reported in this column represent the average of the amounts reported for the company’s named executive officers, or NEOs, excluding its PEO, Dr. Seendripu, in the “Stock Awards” column of the Summary Compensation Table. Refer to “Executive Compensation – 2023 Summary Compensation Table” above, and the 2022, 2021 and 2020 Summary Compensation Table in the company’s previously filed proxy statements. (3) The amounts in this column represent the average year-end fair value of equity awards granted in the applicable year and outstanding and unvested at the end of the applicable year of the non-PEO NEOs. The individual non-PEO NEO amounts are calculated as a product of: (i) the number of restricted stock units granted to the NEO in each year, that remained outstanding and unvested at the end of that year; and (ii) the company’s closing stock price on the last trading day of the applicable year ($38.19 on December 31, 2020, $75.39 on December 31, 2021, $33.95 on December 30, 2022 and $23.77 on December 29, 2023). (4) The amounts in this column represent the year-over-year average change in fair value of equity awards granted in prior years that are outstanding and unvested as of the end of each year of the non-PEO NEOs. The individual non-PEO NEO amounts with respect to restricted stock units are calculated as the product of: (i) the number of restricted stock units granted in prior years that were outstanding and unvested as of the end of the applicable year; and (ii) the year over year change in fair value of such restricted stock units, or the difference between the company’s closing stock price on the last trading day of the applicable year and the company’s closing stock price on the last trading day of the immediately preceding year (for 2023, ($10.18), or $23.77 on December 29, 2023 minus $33.95 on December 30, 2022; for 2022, ($41.44), or $33.95 on December 30, 2022 minus $75.39 on December 31, 2021; for 2021, $37.20, or $75.39 on December 31, 2021 minus $38.19 on December 31, 2020; and for 2020, $16.97, or $38.19 on December 31, 2020 minus $21.22 on December 31, 2019.) The individual non-PEO NEO amounts with respect to stock options, if any, are calculated as a product of (ii) the number of stock options granted in prior years that were outstanding and unvested as of the end of the year; and (ii) the year over year change in fair value of such restricted stock units, calculated using the Black Scholes value as of the end of the year minus the Black Scholes value as of the end of the immediately preceding year, determined based on the same methodology as used to determine grant date fair value, or the average of the remaining contractual term and the remaining vest term, if any, as of the measurement date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. (5) The amounts in this column represent the average fair value of equity awards, as of the vesting date, that were granted and vested in the applicable year of the non-PEO NEOs. The individual non-PEO NEO amounts are calculated as the product of: (i) the number of restricted stock units granted in the applicable year that also vested during the same year; and (ii) the fair value of such restricted stock units at the vesting date. (6) The amounts in this column represent the year-over-year average change in fair value of equity awards granted in prior years that vested during the applicable year of the non-PEO NEOs. The individual non-PEO NEO amounts with respect to restricted stock units are calculated as the product of (i) the number of restricted stock units granted in prior years that vested during the applicable year; and (ii) the change in fair value from the end of the immediately preceding year to the vesting date in the year, or the difference between the company’s closing stock price on the vesting date and the company’s closing stock price on the last trading date of the immediately preceding year (for 2023, the company’s closing stock price on the vesting date minus $33.95 on December 30, 2022; for 2022, the company’s closing stock price on the vesting date minus $75.39 on December 31, 2021; for 2021, the company’s closing stock price on the vesting date minus $38.19 on December 31, 2020; and for 2020, the company’s closing stock price on the vesting date minus $21.22 on December 31, 2019). The individual non-PEO NEO amounts with respect to stock options, if any, are calculated as the product of (i) the number of stock options granted in prior years that vested during the year; and (ii) the change in fair value from the end of the immediately preceding year to the vesting date in the year, or the difference between the Black Scholes value on the vesting date and the Black Scholes value on the last trading date of the immediately preceding year, determined based on the same methodology as used to determine grant date fair value, or the average of the remaining contractual term and the remaining vest term, if any, as of the measurement date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. Financial Performance Measures As described in further detail in “Executive Compensation – Compensation Discussion and Analysis” above, our executive compensation program incorporates various company financial performance metrics. Such metrics are used in both our long-term and short-term incentive awards and are selected with the objective of incentivizing our NEOs to increase the long-term value of our enterprise for our stockholders. The most important financial performance measures used to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to our financial performance are as follows (listed in no particular order of importance): •Revenue; •Non-GAAP earnings per share; •Percentile rank — relative revenue growth (the company’s revenue growth as compared to a peer group established by the Compensation Committee); •Percentile rank — relative non-GAAP TSR (the company’s TSR as compared to a peer group established by the Compensation Committee); and •Non-GAAP operating income. Analysis of Information Presented in the Pay versus Performance Table

  89. Pay Versus Performance Table

    In accordance with Item 402(v) of Regulation S-K, we are providing, below, the relationships between certain information presented in the Pay versus Performance table, above. We utilize several financial performance measures to align executive compensation with company financial performance as described in “Executive Compensation – Compensation Discussion and Analysis,” however, not all of those company measures are presented in the Pay versus Performance table, above, nor in the below graphs. We generally seek to incentivize long-term performance using various performance measures, which may not result in alignment of individual performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K, which incorporates various elements including, but not limited to, changes in value based on the company’s stock price to the vesting date or during the year) for a particular year. Compensation Actually Paid and Cumulative TSR As demonstrated by the graph above, the amount of compensation actually paid to Dr. Seendripu and the average amount of compensation actually paid to our other NEOs as a group (as computed in accordance with Item 402(v) of Regulation S-K) is generally aligned with our cumulative TSR over the first three years presented. In 2023, compensation actually paid remained relatively flat due to stock price fluctuations and timing of vesting of stock awards. The alignment of compensation actually paid with the company’s cumulative TSR over the period presented is because a substantial portion of the compensation actually paid to Dr. Seendripu and to the other NEOs is comprised of performance-based equity awards, including performance-based restricted stock units that vest over four years which we began granting to our NEOs in 2019. As described in the section “Executive Compensation – Compensation Discussion and Analysis,” 70% of total compensation for our PEO and 40% to 64% of total compensation is in the form of performance-based restricted stock or performance-based bonus awards for our other NEOs for the most recently completed year. Except for 2023, our cumulative TSR outperformed the Nasdaq Composite Index during the four years presented in the table, representing the company’s previously superior financial performance as compared to the companies comprising the Nasdaq Composite Index peer group. Due to the decline in our TSR in 2023, our cumulative TSR over the four year period presented in the table was 12%, while the cumulative TSR of the peer group presented for this purpose, the Nasdaq Composite Index, was 67% over the four years presented in the table. For more information regarding the company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.” Compensation Actually Paid and GAAP Net Income As demonstrated by the graph above, the amount of compensation actually paid to Dr. Seendripu and the average amount of compensation actually paid to our other NEOs as a group (as computed in accordance with Item 402(v) of Regulation S-K) is generally aligned with our GAAP net income (loss) over the first two years presented. In 2022, compensation actually paid decreased due to a decline in stock price towards the end of 2022. We do not use GAAP net income (loss) as a financial performance measure in our executive compensation program; however, the measure of GAAP net income (loss) is correlated with the measure non-GAAP operating income, which we use in setting goals for awarding short-term incentive bonuses to our executives, and non-GAAP earnings per share, which we use as a metric in setting achievement levels for growth in our non-GAAP earnings per share relative to that of our peer group underlying the performance-based RSUs awarded to our executives. Refer to the section “Executive Compensation – Compensation Discussion and Analysis,” for further details regarding these performance measures. Compensation Actually Paid and Revenue As demonstrated by the above graph, the amount of compensation actually paid to Dr. Seendripu and the average amount of compensation actually paid to our other NEOs as a group (as computed in accordance with Item 402(v) of Regulation S-K) is generally aligned with our revenues over the first two years presented. In 2022, compensation actually paid decreased due to a decline in stock price towards the end of 2022. In 2023, compensation actually paid remained relatively flat due to stock price fluctuations and timing of vesting of stock awards. While we use a number of financial and non-financial performance measures for the purpose of evaluating our executives’ performance under our compensation programs, we have selected revenue as the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to company performance. We use revenue when setting goals in our short-term incentive compensation program, as well as for setting achievement levels in our long-term incentive compensation, which includes the percentile rank of our revenue growth relative to that of our peer group that is a metric underlying the performance-based RSUs that are awarded to the NEOs. In particular, the issuance of shares of common stock under our long-term incentive and corporate bonus plans to the NEOs is directly linked to revenue: (1) 60% of performance-based restricted stock units granted to NEOs are based on company performance in terms of revenue growth relative to that of our peer group; and (2) 50% of bonus awards to NEOs are weighted relative to the revenue metric.