DEF 14A of SITIME Corp, Apr 16, 2024

DEF 14A of SITIME Corp

Filed Apr 16, 2024 · FY20230001451809-24-000095

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors and Nominees

    Directors and Nominees Our Bylaws and amended and restated certificate of incorporation (“Certificate of Incorporation”) provide that the authorized number of directors shall be set from time to time by resolution of our Board. Our Board is divided into three classes: Class I, Class II, and Class III. Each class has a three-year term: •Our Class I directors are Torsten G. Kreindl and Akira Takata and their terms will expire at the annual meeting to be held in 2026. •Our Class II directors are Edward H. Frank, Christine A. Heckart, and Tom D. Yiu and their terms will expire at the Annual Meeting. •Our Class III directors are Raman K. Chitkara, Katherine E. Schuelke, and Rajesh Vashist and their terms will expire at the annual meeting to be held in 2025. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of SiTime. Our directors may be removed for cause by the affirmative vote of the holders of at least a majority of our voting stock issued and outstanding and entitled to vote. Our Board, upon the recommendation of the nominating and corporate governance committee, has selected Edward H. Frank, Christine A. Heckart, and Tom D. Yiu, as nominees for election as Class II directors at the Annual Meeting. If elected at the Annual Meeting, these directors would serve until the annual meeting of stockholders to be held in 2027 or until they resign, are removed, or their successors are elected and qualified. Each person nominated for election has agreed to serve if elected. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by our Board to fill the vacancy. The names of the nominees and certain biographical information about the nominees, including each director’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the nominating and corporate governance committee to recommend that the nominee should continue to serve on our Board, are set forth below. All of the nominees are currently serving as directors and were previously elected to the Board by the stockholders. It is our policy to encourage nominees for director to attend the Annual Meeting. All of our directors attended the 2023 annual meeting of stockholders.

  3. Class II Nominees

    Class II Nominees Dr. Edward H. Frank has served as a member of our Board since November 2019 and has served as executive chair of Gradient Technologies, a cybersecurity startup, since October 2022. Dr. Frank serves as a director of Analog Devices, Inc., a semiconductor company, and Rocket Lab USA, Inc., a space systems company. Dr. Frank served as the chief executive officer of Brilliant Lime, Inc., a silicon, systems, and software technology development startup, from October 2017 to October 2022. Dr. Frank co-founded Cloud Parity, Inc., a voice-of-the-customer company, in December 2013 and served as its chief executive officer until September 2016. From May 2009 to October 2013, Dr. Frank served as vice president of Macintosh hardware systems engineering at Apple Inc., a multinational technology company. From May 1999 to March 2008, Dr. Frank served as corporate vice president of research and development at Broadcom Corporation, a fabless semiconductor company, which was traded on Nasdaq and acquired by Avago Technologies Limited in May 2014. Prior to joining Broadcom Corporation, Dr. Frank was co-founder and served as executive vice president of Epigram, Inc., an integrated circuit and software development company, which Broadcom acquired in May 1999. Dr. Frank’s prior experience includes serving as a director of Fusion-io, Inc., a computer hardware and software systems company, which was listed on NYSE and subsequently acquired by SanDisk Corporation in July 2014, from October 2013 until July 2014; as a director of Quantenna Communications, Inc., a wireless communication solution company, which was listed on Nasdaq and subsequently acquired by ON Semiconductor Corporation in March 2019, from July 2016 to August 2018; as a director of Cavium, Inc., a fabless semiconductor company, which was acquired by Marvell Technology Group Ltd. in July 2018, from July 2016 to July 2018; and as a director of Marvell Technology Group Ltd., a fabless semiconductor company, from July 2018 through June 2023. Dr. Frank is a member of the National Academy of Engineering, a Fellow of the Institute of Electrical and Electronic Engineers, and is a National Association of Corporate Directors Board Leadership Fellow. Dr. Frank holds a B.S. and a M.S. in electrical engineering from Stanford University and a Ph.D. in computer science from Carnegie Mellon University, where he also serves as a member of its Board of Trustees. We believe Dr. Frank’s substantial experience in the design, manufacture, sale, and marketing of semiconductors, his extensive executive leadership experience in the semiconductor industry, his experience working with companies that are among SiTime’s customers, and experience serving on boards of public companies qualifies him to serve on our Board. Christine A. Heckart, has served as a member of our Board since April 2021. Ms. Heckart founded Xapa World, Inc., a company developing a mobile app for human enrichment, in September 2021 and serves as its Chief Executive Officer. Prior to that, Ms. Heckart served as the Chief Executive Officer of Scaylr, Inc., a cloud-based data analytics platform company, from January 2019 until its acquisition by SentinelOne, Inc. in February 2021. From December 2017 until August 2018, Ms. Heckart was Senior Vice President of Business Unit and Product Marketing of Cisco Systems, Inc., an internet technology company, where she was responsible for all product marketing for Cisco’s portfolio. Prior to joining Cisco, she was the Senior Vice President and Chief Marketing Officer of Brocade Communications Systems, Inc., a networking solution company, from March 2014 until its acquisition by Broadcom Corporation in November 2016, where she was responsible for global marketing. From July 2012 until May 2013, she was the Chief Marketing Officer, and then the Executive Vice President, Strategy, Marketing, People and Systems at ServiceSource International Inc., a service revenue management company. From February 2010 to May 2012, she was the Chief Marketing Officer at NetApp, Inc., a data storage and management solutions provider. Ms. Heckart served as General Manager for the TV, video and music business of Microsoft Corporation, a developer of software, services, and hardware, from 2005 to 2010; and led global marketing at Juniper Networks, Inc., a provider of network infrastructure solutions, from 2002 to 2005. She served as a member of the board of directors of 6Sense Insights, Inc., a privately-held business-to-business predictive intelligence engine company, from November 2015 to February 2020. Ms. Heckart served as a member of the board of directors of Lam Research Corporation, a supplier of wafer fabrication equipment and services, from May 2011 until August 2019. Ms. Heckart holds a B.A. in economics from the University of Colorado at Boulder. We believe that Ms. Heckart’s experience in leadership roles at public companies, with board and governance matters, and with mergers and acquisitions, as well as her strong marketing background and experience, qualifies her to serve on our Board. Tom D. Yiu has served as a member of our Board since November 2019. Since January 2007, Mr. Yiu has served as senior vice president and chief marketing officer of Macronix International Co., Ltd. (“Macronix”), an integrated device manufacturing company. Mr. Yiu has been with Macronix since April 1990. During his 34-year tenure at Macronix, Mr. Yiu also served as a director, since June 1995, as senior vice president and head of integrated solution group, from January 2004 to December 2006, senior vice president and chief operating officer, from January 1998 to December 2003 and senior vice president, product development, from April 1990 to December 1997. Mr. Yiu served as a director of MegaChips, our largest stockholder, from June 2013 to June 2019, and as a director of Infomax System Solutions and Services Co. Ltd., a financial software systems services company, from January 2016 to March 2017. Since December 2020 Mr. Yiu has served as a director of Chipbond Technology Corporation, a company listed on the Taipei exchange. Mr. Yiu holds a B.S. in electrical engineering from National Taiwan University and a M.S. in electrical engineering from the University of California, Berkeley. We believe that Mr. Yiu is qualified to serve on our Board due to his rich experience in memory integrated circuit design, marketing, international business, and operating fields.

  4. OUR BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH

    OUR BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH NAMED NOMINEE FOR CLASS II DIRECTORS OF SITIME.

  5. Executive Officers, Directors, and Director Nominees

    Executive Officers, Directors, and Director Nominees The following table shows information about our executive officers, continuing directors, and director nominees as of March 31, 2024:

  6. Executive Officers, Directors, and Director Nominees

    | Name | Age | Position | | Executive Officers | | | | Rajesh Vashist | 66 | Chairman, President and Chief Executive Officer | | Elizabeth A. Howe | 54 | Executive Vice President, Chief Financial Officer | | Samsheer Ahmad | 49 | Senior Vice President, Finance and Chief Accounting Officer | | Fariborz Assaderaghi | 62 | Executive Vice President, Technology and Engineering | | Lionel Bonnot | 56 | Executive Vice President, Worldwide Sales and Business Development | | Vincent P. Pangrazio | 60 | Executive Vice President, Chief Legal Officer and Corporate Secretary | | Piyush B. Sevalia | 56 | Executive Vice President, Marketing | | Non-Employee Directors | | | | Raman K. Chitkara(1)(2) | 65 | Director | | Edward H. Frank(1)(3) | 67 | Director | | Christine A. Heckart(3) | 58 | Director | | Torsten G. Kreindl(1)(2) | 60 | Director | | Katherine E. Schuelke(2)(3) | 61 | Director | | Akira Takata | 65 | Director | | Tom D. Yiu | 71 | Director |

  7. Executive Officers, Directors, and Director Nominees

    __________________________________________________ (1)Member of the audit committee. (2)Member of the compensation committee. (3)Member of the nominating and corporate governance committee. The following presents biographical information for each of our executive officers and directors listed in the table above, other than the director nominees whose information is presented above. With respect to our directors, the biographical information includes each director’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the nominating and corporate governance committee to recommend that the director should serve on our Board.

  8. Non-Employee Directors

    Non-Employee Directors Raman K. Chitkara has served as a member of our Board since November 2019 and as lead independent director of our Board since January 2020. Since January 2021, Mr. Chitkara has served as a board member and chair of the audit committee of Arteris, Inc., a provider of interconnect and other intellectual property technology. Since March 2021, Mr. Chitkara has served as a board member of Automation Anywhere, Inc., an intelligent automation platform provider. From September 1984 to June 2018, Mr. Chitkara worked at PricewaterhouseCoopers LLP (“PwC”), a public accounting firm, where he served in various capacities including as partner, global technology industry leader and global semiconductor industry leader. During his tenure at PwC, Mr. Chitkara held numerous leadership positions, including membership of the audit quality board and leader of the global assurance technology, information, communication, entertainment, and media practice. Mr. Chitkara served as a board member and chair of the audit committee of Xilinx, Inc., a technology and programmable logic device company, from August 2018 to February 2022. Mr. Chitkara holds a Bachelor of Commerce in accounting and business management from Shri Ram College of Commerce. We believe Mr. Chitkara is qualified to serve on our Board due to his extensive knowledge and experience with public company financial accounting matters for complex global organizations, including those in the semiconductor and technology sectors. Dr. Torsten G. Kreindl has served as a member of our Board since November 2019. Since May 2016 Dr. Kreindl has served as managing partner of Deutsche Invest Venture Capital GmbH, an investment company, and since May 2022 he has served as a managing partner of Deutsche Invest Technology, an investment company. Dr. Kreindl has served as a director of Plume Design, Inc., a WiFi network extender development company, since September 2017. From June 2018 to November 2023 Dr. Kreindl served as a director of Crate.io Inc., a data management company, and from January 2019 to May 2022, he served as a director of ProGlove GmbH, an industrial wearables company. From July 2013 to May 2022 Dr. Kreindl served as a director of Hays PLC, a recruitment and human resources services company. From April 2003 to April 2016, Dr. Kreindl served as a director, as chairman of the finance committee, and as a member of the remuneration and nomination committee of Swisscom AG, a telecommunications company. Dr. Kreindl served as general partner of venture capital firms Grazia Equity GmbH and Copan, from October 2005 to April 2016 and September 1999 to September 2005, respectively. From January 1996 to August 1999, Dr. Kreindl served as chief executive officer of Deutsche Telekom Broadband Cable AG, a broadband cable company. Dr. Kreindl holds a master’s and doctorate in industrial engineering from Johannes Kepler University Linz. We believe Dr. Kreindl is qualified to serve on our Board due to his extensive management experience, his service as a director of publicly traded companies, his international experience, and his experience working with companies that are among SiTime’s customers. Katherine E. Schuelke has served as a member of our Board since November 2019, and since January 2024 has served as Chief Legal Officer of Credo Semiconductor Inc., a connectivity solutions provider company. From June 2017 to January 2024 Ms. Schuelke served as senior vice president, chief legal officer, and corporate secretary of Seagate Technology PLC, a data storage company, where she was responsible for Seagate’s legal, government affairs, and security functions. From March 1996 to January 2016, Ms. Schuelke was employed by Altera Corporation, a semiconductor company which was listed on Nasdaq and subsequently acquired by Intel Corporation in December 2015, where she served as senior vice president, general counsel, and secretary from 2011 to 2016, vice president, general counsel and secretary from 2001 to 2011, and other positions of increasing responsibility from 1996 to 2011. Ms. Schuelke holds a bachelor’s in economics from the University at Buffalo and a JD from New York University School of Law. We believe Ms. Schuelke is qualified to serve on our Board due to her extensive legal and business experience at public companies and in the semiconductor industry as well as her knowledge of intellectual property, security, international business, government affairs, risk management, and corporate transactions. Akira Takata has served as a member of our Board since November 2014. From June 2019 to June 2020, Mr. Takata served as the senior managing director of our largest stockholder, MegaChips Corporation (“MegaChips”), the second largest fabless semiconductor company based in Japan, and is currently serving as a consultant to MegaChips. Prior to his role as senior managing director, he served in various roles at MegaChips, including as president and chief executive officer from June 2011 to June 2019, executive officer of business strategy office, executive officer of alliance strategy office, executive officer, director of operations, general manager of LSI business unit, and as a director. From June 2014 to June 2020, Mr. Takata served on the board of directors of Global Semiconductor Alliance, a leading industry organization. Mr. Takata holds a bachelor’s in electronics engineering from Osaka University in Japan. We believe that Mr. Takata is qualified to serve on our Board due to his management and leadership experience in the semiconductor industry. For Dr. Frank, Ms. Heckart, and Mr. Yiu's biographies, see “Proposal No. 1 - Election of Directors” above. There are no family relationships among any of our directors or executive officers. The following tables describe the desired skills and experience for our directors, what those skills and experience represent, and the members of our Board that possess those skills and experience based on the directors self-identifying as having those skills or experience.

  9. Non-Employee Directors

    | Desired Skill | What the Skill Represents | | Industry Experience | Experience as an executive officer or director in the semiconductor industry | | Technologist | Significant expertise in hardware or engineering | | Executive Leadership | Experience as an executive officer of a company, public or private | | Public Company Board | Past or current member of the board of a public company (other than SiTime) | | Finance or Accounting Expertise | Expertise in financial statements or accounting, including experience as an executive officer or partner at an independent audit firm overseeing financial reporting, accounting, financial management, or audit process and procedure | | Business Development and Strategy | Experience as an executive officer or board member in business development and strategy, including mergers, acquisitions, and business expansion | | International Leadership | Leadership experience in a global company overseeing teams in international offices, international operations, and/or international customers | | Information Security | Experience as an executive officer or board member with information security, including cybersecurity matters | | Regulatory and Compliance | Experience in governmental policy, legal knowledge, or experience with compliance and regulatory issues | | Corporate Governance | Leadership experience as an executive officer or director overseeing corporate governance matters | | ESG (Environment, Social, Governance) Understanding | Knowledge or experience that contributes to the Board’s understanding of one or more ESG matters affecting SiTime business |

  10. Non-Employee Directors

    | Desired Skill | Raman Chitkara | Edward Frank | Christine Heckart | Torsten Kreindl | Katherine Schuelke | Akira Takata | Rajesh Vashist | Tom Yiu | | Industry Experience | x | x | | | x | x | x | x | | Technologist | | x | | x | | x | | x | | Executive Leadership | x | x | x | x | x | x | x | x | | Public Company Board | x | x | x | x | | x | x | x | | Finance or Accounting Expertise | x | | | x | | | | | | Business Development and Strategy | x | x | x | x | x | x | x | x | | International Leadership | x | | x | x | x | x | x | x | | Information Security | | x | | x | | | | | | Regulatory and Compliance | x | | | | x | | | | | Corporate Governance | x | x | x | | x | | x | x | | ESG (Environment, Social, Governance) Understanding | x | x | x | x | x | | | |

  11. 2023 Compensation Program Highlights

    2023 Compensation Program Highlights To further align our 2023 executive compensation program with stockholders the compensation committee made changes, the highlights of which include: •more than 75% of total 2023 compensation for our named executive officers is composed of equity awards the value of which is significantly impacted by our financial performance and stock price performance; •long term equity performance-based restricted stock unit awards, or PRSUs, that could be earned based on achievement of very rigorous and objective targets relating to revenue; •PRSUs with a two-year performance metric based on relative total stockholder return; •an increase to the performance-based component (PRSU) of our annual long-term incentive program for our Chief Executive Officer from 50% to 60% of the target grant value, with a corresponding decrease in the time-based RSU component; •no change to named executive officer base salaries; •change from two six-month performance periods to a one-year performance period for the annual bonus plan, and reduction of the weighting of individual performance goals from 50% to 30%; •an increase in our Chief Executive Officer’s stock ownership guideline requirements from 3x to 5x base salary; and •adoption of a new compensation recovery policy, also referred to as a “clawback” policy to comply with recent SEC rules and Nasdaq listing standards. Over 85% of the target total compensation for our Chief Executive Officer for 2023 was comprised of equity awards and 60% of these awards are PRSUs. Unless we achieve certain performance goals, our Chief Executive Officer will not realize the full intended value of his long-term incentive compensation. Further, because our common stock underlies our equity-based compensation awards, the immediate value of these awards is subject to fluctuations in our stock price, strongly aligning the interests of our Chief Executive Officer with those of our stockholders. The chart below illustrates the composition of our Chief Executive Officer’s target total 2023 compensation: Our compensation committee has historically set very rigorous performance targets for PRSUs granted to our named executive officers and there is no assurance that the grant date fair values reported in the Summary Compensation Table for the equity awards granted to our named executive officers will be reflective of their actual economic value or that comparable amounts will ever be realized by our named executive officers. For example, based on our financial performance, no shares were earned for the PRSUs with revenue performance targets granted to our named executive officers in December 2021 and February 2023 that were scheduled to vest in February 2023 and February 2024, respectively, and these PRSUs were forfeited in full. In addition, no shares of the PRSUs with stock price-based performance targets granted to our named executive officers in February 2022 were earned in fiscal years 2022 or 2023. The chart below compares the grant date fair value of equity awards granted to our Chief Executive Officer in 2023, as reported in the Summary Compensation Table of this proxy statement, to the realizable value of such awards as of December 31, 2023. For the chart below, the realizable value for the PRSUs granted to our Chief Executive Officer in 2023 is zero because no shares were earned in 2023.

  12. 2023 Say-on-Pay Vote, Stockholder Outreach, and Compensation Changes Implemented

    | Stockholder Feedback Received | Compensation Committee Response | | Some stockholders indicated a preference for a performance period of three years for PRSUs. | We are transitioning to PRSUs with a three year performance period by 2025. As described in more detail below under “Compensation Components—2024 Compensation” in 2024 we granted each named executive officer two PRSUs based on total stockholder return relative to the Philadelphia Semiconductor Index: | | | •one with a three-year performance metric and a total vesting period of three years from grant if achieved; and | | | •one with a two-year performance metric and a total vesting period of three years from grant if achieved. | | Some stockholders indicated a preference for differentiated performance metrics in our bonus plan and our PRSU grants. | As described in more detail below under “Compensation Components—2024 Compensation,” in 2024, we used revenue as a performance metric for the bonus plan and we used a relative total stockholder return performance goal for the PRSUs. In 2024, we did not use a revenue performance metric for any PRSUs. |

  13. Considerations in Setting Executive Compensation

    Considerations in Setting Executive Compensation Our compensation committee is responsible for making final decisions on compensation for our executive officers. In setting executive officer base salaries, bonuses, and long term incentive awards, our compensation committee considers: compensation for comparable positions in the market, the historical compensation levels of our executive officers, the Chief Executive Officer’s recommendations regarding individual performance, impact and scope of role as compared to our expectations and objectives and expected contributions to future results, recommendations of its compensation consultant, feedback from our stockholders, our desire to motivate our executive officers to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to us. The compensation committee has not established any formal policies or guidelines for allocating compensation between short and long-term incentive compensation, or between cash and non-cash compensation; however, in general the compensation committee emphasizes equity compensation over cash compensation to promote long-term strategy, growth, and alignment with stockholders. In determining the amount and mix of compensation elements and whether each element provides the correct incentives and rewards for performance consistent with our short and long-term goals and objectives, the compensation committee relies on its judgment about each individual rather than adopting a formulaic approach to compensatory decisions. The compensation committee does not target a specific competitive position. The compensation committee continued to retain Compensia in 2023 to prepare market data and analysis regarding executive compensation. To learn more about overall market conditions, in July 2022, Compensia compiled market data and analysis for the compensation committee to review regarding a peer group of companies which are companies that: •we generally compete with for executive talent; •operate in the technology industry; •have an established business, market presence, and complexity similar to us; and •are generally of similar size to us as measured by revenue and market capitalization. Ideally, we would be positioned near the median for revenue growth and market capitalization; however, this has been challenging due to the limited number of similarly sized semiconductor industry companies and our high market capitalization to revenue multiple. As a result of the application of these criteria, we added Allegro Microsystems, Credo Technology Group Holding Ltd., SentinelOne, Inc., Silicon Laboratories Inc., Synaptics Inc., and Wolfspeed, Inc. to the peer group and removed CEVA, Inc., nLight, Inc., Velodyne Lidar, Inc., and Xperi Holding Corporation from the peer group. The remainder of the peer group was unchanged from the previous year. Although we were smaller in terms of estimated fiscal 2023 revenue and market capitalization than some of the peer companies, we regularly compete for talent with larger peer companies in terms of revenue and market capitalization. For example, in November 2023, Ms. Howe joined us as Executive Vice President, Finance and Chief Financial Officer from HP Inc. The compensation committee believes it is critical to our performance and success to hire highly talented, specialized, and experienced employees, and these individuals typically join us from larger technology companies. Our peer group for making compensation decisions in February 2023 consisted of the following companies:

  14. Compensation Components

    Compensation Components In September, October, and December 2022 and January and February 2023, the compensation committee reviewed executive officer compensation for 2023, including the analysis provided by Compensia that included compensation data for similar executives at our peer group companies. The compensation committee’s primary objective was to create a multi-faceted compensation program using a combination of instruments to motivate the executive officers to achieve and exceed financial and strategic objectives, incentivize long-term performance and sustained growth, align the interests of the executive officers with stockholder interests, and retain the executive officers. The primary components of our executive officer compensation program are base salary, annual bonus, and equity awards. Base Salaries Base salaries are reviewed by our compensation committee and adjusted from time to time to realign salaries with market levels after considering individual responsibilities, performance, experience, expertise, internal pay equity, our compensation budget, overall compensation of the executive officer, and cost of living adjustments, as appropriate. The compensation committee did not change the salaries for our named executive officers for 2023 from 2022 levels. For the year ended December 31, 2023, the annual base salaries for each of Messrs. Vashist, Howe, Chadwick, Bonnot, and Sevalia and Dr. Assaderaghi were $650,000, $441,000, $330,000, $316,250, $330,000, and $330,000, respectively. Annual Bonuses In August 2020, the compensation committee adopted the Executive Bonus and Retention Plan (the “Bonus Plan”) to attract, motivate, and retain our executives and to align the executives’ performance with corporate goals. The compensation committee establishes the participants, performance period, target bonus amounts, performance goals, weighting, minimum and maximum amounts, and form of payment. In response to stockholder feedback, the compensation committee revised the performance period under the Bonus Plan for 2023 to be an annual performance period. For 2023, the compensation committee based each named executive officer’s bonus under the Bonus Plan on our achievement of revenue calculated according to accounting principles generally accepted in the United States (“GAAP”) performance goals, non-GAAP operating income performance goals, as well as on individual business performance goals for each named executive officer, with the weighting of each metric set forth in the table below for each period:

  15. Compensation Components

    | | | | Payout Percentage of Target | | | | | Goal | Weighting | Threshold (80% achievement) | Target (100% achievement) | Maximum (120% achievement) | | GAAP Revenue | $223.0 million | 35% | 50% | 100% | 150% | | Non-GAAP operating income | $27.7 million | 35% | 50% | 100% | 150% | | Individual business goals | * | 30% | 50% | 100% | 150% |

  16. Compensation Components

    | Name | Revenue Goal Achievement | Non-GAAP Operating Income Goal Achievement | Individual Goal Achievement | Total Payout Percentage of Target | Target Payout | Actual Payout | | Rajesh Vashist | —% | —% | 110% | 38% | $650,000 | $243,750 | | Elizabeth A. Howe* | —% | —% | —% | —% | $— | $— | | Arthur D. Chadwick+ | —% | —% | —% | —% | $165,000 | $— | | Fariborz Assaderaghi | —% | —% | 120% | 45% | $165,000 | $74,250 | | Lionel Bonnot | —% | —% | 120% | 45% | $158,125 | $71,157 | | Piyush Sevalia | —% | —% | 120% | 45% | $165,000 | $74,250 |

  17. Compensation Components

    __________________________________________________ *Since Ms. Howe joined us in November 2023 she did not participate in the Bonus Plan in 2023. + Mr. Chadwick retired in November 2023 and therefore did not receive any payout pursuant to the Bonus Plan for 2023. Mr. Bonnot’s role and responsibilities as our Executive Vice President, Worldwide Sales and Business Development are focused on our sales and revenue, therefore Mr. Bonnot participates along with members of our sales team in our Sales Incentive Plan (the “Sales Incentive Plan”). Under the terms of the Sales Incentive Plan, in 2023 Mr. Bonnot was eligible for payments upon the achievement of a GAAP revenue target of $223.0 million (80% of the target opportunity) and a design in target (20% of the target opportunity). Mr. Bonnot’s annual target opportunity for the Sales Incentive Plan for 2023 was $100,000, subject to additional amounts for achievement in excess of the revenue target, with a maximum possible aggregate payout to Mr. Bonnot under the Sales Incentive Plan for 2023 of $670,000. Under the Sales Incentive Plan in 2023 performance achievement and payouts were assessed and paid quarterly. For 2023, Mr. Bonnot earned an aggregate of $69,254 under the Sales Incentive Plan, which represented approximately 64.5% achievement of the revenue target and 88.1% achievement of the design in target. Long Term Incentives We believe that equity compensation is essential to align our named executive officers’ incentives with stockholder value creation and we emphasize equity compensation over cash compensation. Therefore, more than 75% of the total 2023 compensation for our named executive officers is composed of equity awards, the value of which is significantly impacted by both our financial performance and stock price performance, which aligns with stockholder interests. In February 2023 the compensation committee granted a mix of RSUs and PRSUs to our named executive officers to align equity compensation with performance. To reinforce the importance of performance-based pay and alignment with stockholders in our annual equity compensation, we changed the target mix of our annual equity awards to increase the percentage of equity granted in the form of PRSUs from 50% to 60% for our Chief Executive Officer, with a corresponding decrease in the time-based RSU component. RSUs and PRSUs serve as meaningful retention tools even in periods of volatile stock prices, which we believe is necessary to retain our named executive officers and to be competitive with compensation packages offered by comparable companies. Our compensation committee does not apply a formula in allocating equity compensation to our named executive officers as a group or to any particular named executive officer. Instead, our compensation committee exercises its judgment and discretion and considers, among other things, the factors discussed above in “Considerations in Setting Executive Compensation” as well as the cash compensation received by the named executive officer. Our compensation committee also considers each named executive officer’s unvested equity compensation, as we believe the vesting of equity over time is important to the future performance and retention of our named executive officers. The PRSUs granted in February 2023 included two types: (i) PRSUs which could only be earned contingent upon achievement of a rigorous revenue target in 2023 (the “2023 Revenue PRSUs”), and (ii) PRSUs which could only be earned contingent upon achievement of a specified level of relative total stockholder return ("TSR") over a two year period as compared to the companies in the Philadelphia Semiconductor Index ("2023 TSR PRSUs"). The table below includes the number of shares subject to the RSUs, 2023 Revenue PRSUs, and 2023 TSR PRSUs granted to our named executive officers in 2023.

  18. Compensation Components

    | Named Executive Officer | RSUs | PRSUs | | | | | Target Revenue PRSU Shares | Target TSR PRSU Shares | | Rajesh Vashist | 29,323 | 21,992 | 21,992 | | Elizabeth A. Howe* | 54,689 | - | - | | Arthur D. Chadwick | 7,738 | 3,869 | 3,869 | | Fariborz Assaderaghi | 8,552 | 4,276 | 4,276 | | Lionel Bonnot | 8,552 | 4,276 | 4,276 | | Piyush Sevalia | 8,552 | 4,276 | 4,276 |

  19. Compensation Components

    * In connection with hiring Ms. Howe in November 2023, she was granted 54,689 RSUs as described below in “– Compensation Arrangements with Ms. Howe." The RSUs granted in February 2023 vested as to 12.5% on May 20, 2023, and vest as to 6.25% quarterly thereafter, subject to continued service by the named executive officer through each vest date. The compensation committee believed that PRSUs with rigorous revenue and relative TSR performance targets directly align named executive officer compensation with our performance and with stockholder interests. The compensation committee believed that revenue is a key driver of short- and long-term value creation for our stockholders and therefore PRSUs with rigorous revenue targets further link executive compensation with the interests of stockholders. In addition, using GAAP revenue targets for the 2023 Revenue PRSUs helps to simplify the plan design and provide greater clarity to participants and stockholders. 2023 Revenue PRSU The 2023 Revenue PRSUs had a one-year performance period and a target GAAP revenue goal of $223.0 million for fiscal 2023. The 2023 Revenue PRSUs could only be earned upon our achievement of GAAP revenue of at least $178.4 million for 2023, for 50% of the target 2023 Revenue PRSU shares, and included a maximum achievement amount of 200% of the target 2023 Revenue PRSU shares upon GAAP revenue of $267.6 million or more for 2023. In setting the threshold, target, and maximum revenue targets for the 2023 Revenue PRSUs the compensation committee considered our annual operating plan for fiscal 2023 as well as performance of our peers and other comparable companies in our industry at the time. If earned, and upon certification of achievement by the compensation committee, 50% of the certified shares subject to the 2023 Revenue PRSU would have vested on the quarterly vest date following the certification and the 25% of the certified shares would have vested in each of the one and two year anniversaries of the quarterly vest date, subject to continued service on each vesting date by the named executive officer. The vesting period was intended to strengthen our long-term retention objectives and ensure that our named executive officers remain accountable for our longer-term stock price performance. Our compensation committee considered that some stockholders had previously expressed a preference for a longer performance period for our PRSUs, however, our compensation committee believed that the one-year performance period for the 2023 Revenue PRSU was appropriate considering our tenure as a public company, the difficulty of forecasting revenue in an industry experiencing constant and disruptive change, and after consultation with Compensia, was consistent with the practices of many of our peers and broader public technology companies. The compensation committee also considered that some stockholders previously expressed a preference for differentiated performance metrics in our Bonus Plan and the PRSUs. The compensation committee believes that revenue growth is a key metric that we and our stockholders use to measure our performance, as well as a driver of short- and long-term value creation for our stockholders, and therefore the Bonus Plan and the PRSUs with revenue targets further link executive compensation with the interests of stockholders. In approving the performance goals for 2023 for the Bonus Plan and the 2023 Revenue PRSU, the compensation committee also considered that the revenue performance goal in the Bonus Plan was only 35% of the total bonus opportunity for 2023 and was only 25% of the target equity awards for 2023. 2023 TSR PRSUs The compensation committee considered the stockholder feedback we previously received indicating a preference for relative TSR PRSUs and granted the 2023 TSR PRSUs. For the 2023 TSR PRSUs, the number of shares subject to the 2023 TSR PRSUs that vest is determined by our TSR performance relative to the TSR of the companies in the Philadelphia Semiconductor Index expressed as a percentile over a two year period, from January 1, 2023 to December 31, 2024. The 2023 TSR PRSUs require above-median performance at the 55th percentile relative to the TSRs of the companies in the Philadelphia Semiconductor Index to earn target payout. The actual number of shares subject to the 2023 TSR PRSUs that may be earned can range from 0% to 200% of the target amount, corresponding to the percentile attainment of our TSR as compared to the companies in the Philadelphia Semiconductor Index. No shares will vest if our TSR is at less than the 30th percentile. For achievement levels between each of the 30th percentile and 50th percentile and then the 50th percentile and the 80th percentile, the payout amount will be determined using a linear interpolation between the payout percentages and our relative TSR percentile ranking. The number of earned shares is capped at the target amount if our TSR performance over the two-year performance period is negative. If achieved, 50% of the earned shares subject to the 2023 TSR PRSUs will vest on February 20, 2025, and the remaining earned shares will vest on February 20, 2026, subject to continued service on each vesting date by the named executive officer. The vesting further strengthens our long-term retention objectives and ensures that our named executive officers remain accountable for our longer-term stock price performance.

  20. Compensation Components

    | Performance Level | Percentile of the Philadelphia Semiconductor Index | Payout Percent of Target Amount | | Threshold | 30th | —% | | Target | 55th | 100% | | Maximum | 80th | 200% |

  21. Compensation Components

    Perquisites and Other Personal Benefits In 2023, in connection with his temporary relocation to the Netherlands we provided Mr. Vashist with $120,000 for lease payments. No other named executive officers received any perquisites or personal benefits that were not available to all our employees on the same terms and conditions in 2023. Compensation Arrangements with Ms. Howe Effective November 8, 2023, our Board appointed Ms. Howe as our new Executive Vice President, Finance and Chief Financial Officer, following a rigorous search in an intensely competitive market for qualified talent. In hiring Ms. Howe, our compensation committee approved an employment offer letter setting forth the principal terms and conditions of her employment, including an initial annualized base salary of $441,000, which is subject to adjustment by our Board or compensation committee from time to time, and an annual target bonus opportunity equal to 75% of her base salary based on meeting goals under the Bonus Plan. Ms. Howe’s base salary for fiscal 2023 was pro-rated for the portion of fiscal 2023 that she was employed by us. Ms. Howe was not eligible to participate in our Bonus Plan for fiscal 2023. In addition, Ms. Howe received two RSU awards (i) a one-time RSU award for 3,771 shares that vested in full on November 20, 2023 (the "Signing Bonus RSU"), which our compensation committee determined to be necessary to successfully recruit an executive with her qualifications and experience, and (ii) a time-based RSU award for 50,918 shares (which had a targeted grant value of $5.4 million). If Ms. Howe terminates her employment with us for any reason within 12 months of her start date, the Signing Bonus RSU will be forfeitable to us on a pro-rated basis based on time served with us. The time-based RSUs vest over a four-year period with 25% vesting on November 20, 2024, and the remainder will vest as to 1/16 of the total RSUs for each quarter thereafter, in each case subject to her continued service on each vesting date. The RSU award was an important factor in making a competitive offer to Ms. Howe and incentivizing and motivating her, while still promoting our long-term goals of stock ownership, executive retention, and stockholder alignment by requiring her continued service for a period of four years in order to fully vest in the RSUs. Ms. Howe’s annual base salary, target bonus opportunity, and the RSU grants were determined through arm’s-length negotiation, considering such factors as her qualifications and proven experience as a leader, the prevailing market conditions, a review of market data for base salaries, target bonus opportunities, and equity compensation of executives holding similar positions at comparable companies, and her anticipated role and responsibilities. For a summary of the material terms and conditions of Mr. Howe’s employment offer letter see “Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control” below. 2024 Compensation As discussed above in “2023 Say-on-Pay Vote, Stockholder Outreach, and Compensation Changes Implemented,” after considering the results of our 2023 say-on-pay vote and feedback received from our stockholders in February 2024, as well as the compensation committee’s efforts to continue to align executive pay and company performance, the compensation committee modified some components of our named executive officer compensation for 2024. After considering the factors discussed above in “Considerations in Setting Executive Compensation,” in March 2024 the compensation committee approved a mix of (i) RSUs, and (ii) PRSUs which could only be earned contingent upon achievement of a relative TSR as compared to the Philadelphia Semiconductor Index (“2024 TSR PRSUs”). For 2024 equity grants, the compensation committee did not use a revenue performance metric for any PRSUs, and therefore did not duplicate performance metrics in the equity grants and Bonus Plan for 2024. The compensation committee believes that PRSUs with relative TSR performance goals align named executive officer compensation with our performance and with stockholder interests. In an effort to continue to further align our Chief Executive Officer’s compensation with our performance, 60% of the equity awards approved by the compensation committee in March 2024 for Mr. Vashist are PRSUs. For the other named executive officers 50% of the equity awards approved by the compensation committee in March 2024 are PRSUs. In designing and approving the 2024 TSR PRSUs, the compensation committee considered the stockholder feedback we received in February 2024 indicating a preference for relative TSR PRSUs with a longer performance period. The compensation committee determined to transition to TSR PRSUs with a three year performance period by 2025, with 2024 being a transition year where half of the 2024 TSR PRSUs have a two year performance period and half have a three year performance period. In March 2024 the compensation committee granted two 2024 TSR PRSUs to each named executive officer: (i) one 2024 TSR PRSU with a three-year performance period ("3 Year 2024 TSR PRSU"), and (ii) one 2024 TSR PRSU with a two-year performance period ("2 Year 2024 TSR PRSU"). If achieved, both of the 2024 TSR PRSUs have a total vesting period of three years from grant, further strengthening our long-term retention objectives and ensuring that our named executive officers remain accountable for our longer-term stock price performance. The compensation committee continued to use the Philadelphia Semiconductor Index because it represents our industry peers. The compensation committee also believes that with two and three-year performance periods the 2024 TSR PRSUs align with long-term value creation. The 2024 TSR PRSUs require above-median performance at the 55th percentile relative to the companies in the Philadelphia Semiconductor Index to earn the target payout, and the number of shares subject to the 2024 TSR PRSUs that may vest ranges from 0-200% of the target amount. The 2024 TSR PRSUs also provide that the payout is capped at the target amount if our total stockholder return over the performance period is negative. The compensation committee did not change base salaries for our named executive officers in March 2024. In March 2024, the compensation committee also revised the target bonus amounts for our named executive officers pursuant to the Bonus Plan for 2024 to 75% of the named executive officer's salary, other than the Chief Executive Officer's target which was unchanged from 100% of base salary. The compensation committee approved performance goals for the Bonus Plan based on our achievement of GAAP revenue growth goals, as well as individual business goals. For 2024, the compensation committee set the weighting of the GAAP revenue growth goal at 70%, and the individual performance goals at 30%. As a result, 70% of the bonus opportunity for each named executive officer pursuant to the Bonus Plan for 2024 is dependent on an objective and rigorous, predetermined performance goal. The compensation committee used GAAP revenue growth performance goals for the Bonus Plan for 2024 because revenue is considered a key measure of our financial success both internally and by our stockholders, and therefore continues to align payouts with

  22. Other Compensation Practices

    For purposes of determining ownership under these guidelines we include shares of common stock actually owned and vested restricted stock units; however, unvested RSUs and PRSUs are not included. We only grant RSUs and PRSUs to our executive officers and therefore no stock options are included in determining ownership under these guidelines. Within four years of becoming subject to our Corporate Governance Guidelines each executive officer and Board member are expected to comply with these stock ownership guidelines. As of January 1, 2024, each of our executive officers complied with our stock ownership requirements, with the exception of Ms. Howe, who joined in November 2023 and therefore has until November 2027 to comply. Compensation Recoupment (“Clawback”) Policy. In November 2023 we adopted an incentive compensation recoupment (clawback) policy for current and former Section 16 officers in compliance with the recently adopted Exchange Act rules and Nasdaq listing standards. This policy requires the repayment of certain cash and equity-based incentive compensation in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Under this policy, we are required to recoup certain incentive-based compensation, which includes awards under our Bonus Plan and settlement of any PRSUs erroneously received within the three fiscal years preceding the date the restatement is determined to be required, not including fiscal years prior to 2023. Prohibition against pledging and hedging. We prohibit our executive officers, directors, consultants and other insiders from pledging our stock and any type of hedging transaction involving our stock without prior written approval.

  23. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our named executive officers participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  24. Pension Benefits

    Pension Benefits None of our named executive officers participate in, or otherwise receive any benefit under, any pension or retirement plan sponsored by us during 2023.

  25. Summary Compensation Table for Fiscal 2023

    Summary Compensation Table for Fiscal 2023 The following table sets forth compensation for services rendered in all capacities to us for the years ended December 31, 2023, 2022, and 2021 for our named executive officers.

  26. Summary Compensation Table for Fiscal 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Rajesh Vashist Chairman, President and Chief Executive Officer | 2023 | 650,000 | — | 9,573,524 | 243,750 | 129,546 | 10,596,820 | | | 2022 | 650,000 | — | 8,407,824 | 714,503 | 112,478 | 9,884,805 | | | 2021 | 586,500 | — | 9,462,841 | 853,358 | 9,840 | 10,912,539 | | Elizabeth A. Howe (4) | 2023 | 59,636 | — | 6,278,298 | — | 368 | 6,338,302 | | Executive Vice President, Chief Financial Officer | | | | | | | | | Fariborz Assaderaghi | 2023 | 330,000 | — | 2,197,565 | 74,250 | 9,832 | 2,611,647 | | Executive Vice President, Engineering | 2022 | 330,000 | — | 2,522,383 | 181,374 | 9,763 | 3,043,520 | | | 2021 | 330,000 | — | 2,839,219 | 234,017 | 9,832 | 3,413,068 | | Lionel Bonnot Executive Vice President, Worldwide Sales and Business Development | 2023 | 316,250 | — | 2,197,565 | 140,411 | 9,797 | 2,664,023 | | | 2022 | 316,250 | — | 2,522,383 | 219,503 | 9,664 | 3,067,800 | | | 2021 | 316,250 | 200,000 | 2,839,219 | 627,142 | 9,797 | 3,992,408 | | Piyush Sevalia Executive Vice President, Marketing | 2023 | 330,000 | — | 2,197,565 | 74,250 | 9,832 | 2,611,647 | | | 2022 | 330,000 | — | 2,522,383 | 181,374 | 9,832 | 3,043,589 | | | 2021 | 330,000 | — | 2,839,219 | 240,204 | 9,832 | 3,419,255 | | Arthur Chadwick (5)(6) | 2023 | 311,826 | — | 1,988,396 | — | 496 | 2,300,718 | | Former Executive Vice President, Chief Financial Officer | 2022 | 321,250 | — | 2,281,838 | 156,624 | 541 | 2,760,253 |

  27. Summary Compensation Table for Fiscal 2023

    __________________________________________________ (1)Represents the aggregate grant date fair value of RSUs and PRSUs granted to the named executive officer, computed in accordance with FASB ASC Topic 718. For 2023 PRSUs represents the aggregate grant date fair value of 2023 PRSUs granted to the named executive officer, computed for the 2023 Revenue PRSUs based on probable outcome of the performance conditions and target number of shares, and computed for the 2023 Relative TSR PRSUs by multiplying (i) the target number of PRSUs granted to each named executive officer by (ii) the fair value per share as calculated by the use of a Monte-Carlo simulation model. See Note 8 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The aggregate grant date fair value of PRSUs granted in fiscal 2023 assuming the maximum level of achievement is as follows: Mr. Vashist, $12,231,511; Dr. Assaderaghi, $2,378,226; Mr. Bonnot, $2,378,226; Mr. Sevalia, $2,378,226; and Mr. Chadwick, $2,151,861. Excludes RSUs which were granted as annual bonuses pursuant to the Executive Bonus and Retention Plan, which amounts are set forth in the column titled “Non-equity Incentive Plan Compensation.” (2)The amounts in this column for 2023 represent payments pursuant to the Executive Bonus and Retention Plan upon the achievement of corporate goals as well as individual objectives for 2023, which were paid in February 2024. The payments were made in RSUs, which were calculated based on the average closing stock price for our common stock in the 20 trading days prior to grant. For the February 2024 grants, the shares vested on February 20, 2024. For Mr. Bonnot the amount for 2023 also includes $69,254 earned under the Sales Incentive Plan for 2023. (3)The amounts in this column include life insurance premiums paid by us for the benefit of the named executive officer and 401(k) matching contributions. The amount in this column for Mr. Vashist for 2023 also includes lease payments of $120,000 in connection with his temporary assignment to our Netherlands location. (4)Ms. Howe was appointed our Executive Vice President, Finance and Chief Financial Officer effective November 8, 2023. (5)We were a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, until the end of 2021 and therefore took advantage of certain reduced public company reporting requirements for previous proxy statements, including scaled disclosure for executive compensation disclosure. Mr. Chadwick, who joined us in September 2019, was not a named executive officer in 2020 or 2021 and therefore the table does not include information for those years for him. (6)Mr. Chadwick retired in November 2023 and therefore did not receive any payout pursuant to the Bonus Plan for 2023. As part of Mr. Chadwick's retirement, we accelerated the vesting of 6,286 shares from his existing 2023 RSUs as described below in "- Agreement with Arthur Chadwick." The total compensation included in the Summary Compensation Table above includes the aggregate grant date fair value of PRSUs granted to our named executive officers regardless of whether any PRSUs vested in 2023. There is no assurance that the grant date fair values reported in the Summary Compensation Table for these equity awards will be reflective of their actual economic value or that comparable amounts will ever be realized by our named executive officers.

  28. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the our named executive officers:

  29. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Rajesh Vashist | RSU | 2/21/23 | | | | | | | 29,323 | 3,457,769 | | | PRSU | 2/21/23 | | | | 10,996 | 43,984 | 87,968 | | 2,593,297 | | | PRSU | 2/21/23 | | | | | 43,984 | 87,968 | | 3,522,459 | | | Bonus Plan | 2/21/23 | 325,000 | 650,000 | 975,000 | | | | | | | Elizabeth A. Howe | RSU | 11/14/23 | | | | | | | 54,689 | 6,278,298 | | Fariborz Assaderaghi | RSU | 2/21/23 | | | | | | | 8,552 | 1,008,452 | | | PRSU | 2/21/23 | | | | 2,138 | 8,552 | 17,104 | | 504,226 | | | PRSU | 2/21/23 | | | | | 8,552 | 17,104 | | 684,887 | | | Bonus Plan | 2/21/23 | 82,500 | 165,000 | 247,500 | | | | | | | Lionel Bonnot | RSU | 2/21/23 | | | | | | | 8,552 | 1,008,452 | | | PRSU | 2/21/23 | | | | 2,138 | 8,552 | 17,104 | | 504,226 | | | PRSU | 2/21/23 | | | | | 8,552 | 17,104 | | 684,887 | | | Bonus Plan | 2/21/23 | 79,063 | 158,126 | 237,189 | | | | | | | | Sales Incentive Plan (5) | 2/21/23 | | 100,000 | 670,000 | | | | | | | Piyush Sevalia | RSU | 2/21/23 | | | | | | | 8,552 | 1,008,452 | | | PRSU | | | | | 2,138 | 8,552 | 17,104 | | 504,226 | | | PRSU | | | | | | 8,552 | 17,104 | | 684,887 | | | Bonus Plan | 2/21/23 | 82,500 | 165,000 | 247,500 | | | | | | | Arthur D. Chadwick | RSU | 2/21/23 | | | | | | | 7,738 | 912,465 | | | PRSU | 2/21/23 | | | | 1,934 | 7,738 | 15,476 | | 456,233 | | | PRSU | 2/21/23 | | | | | 7,738 | 15,476 | | 619,698 | | | Bonus Plan | 2/21/23 | 82,500 | 165,000 | 247,500 | | | | | |

  30. Grants of Plan-Based Awards in Fiscal 2023

    __________________________________________________ (1)Represents estimated possible payouts for fiscal 2023 under the Executive Bonus and Retention Plan. Payment of bonuses under the Executive Bonus and Retention Plan is dependent upon meeting specified performance goals. A description of the performance goals associated with such bonuses is included in “Compensation Discussion and Analysis.” Upon achievement, payment is made in RSUs, which are calculated based on the average closing stock price for our common stock in the 20 trading days prior to grant. In February 2024, the compensation committee granted RSUs to Messrs. Vashist, Bonnot, and Sevalia and Dr. Assaderaghi for 2,097, 612, 638, and 638 shares, respectively, as payment for achievement under the Bonus Plan for 2023. (2)Represents PRSUs granted in February 2023, including two types of PRSUs: (i) Revenue PRSUs and (ii) Relative TSR PRSUs. Information related to these grants, including the stock price-based milestones and vesting schedules, is contained in “Compensation Discussion and Analysis.” The number of Relative TSR PRSUs that our named executive officers may earn is based on our TSR performance relative to the TSR performance of other companies in the Philadelphia Semiconductor Index over a two-year performance period beginning on January 1, 2023 and ending on December 31, 2024. Target performance of our Relative TSR PRSUs is achieved when our TSR is at the 55th percentile of the TSRs of the companies in the Philadelphia Semiconductor Index. The actual amount of Relative TSR PRSUs earned can range from 0%-200% of the target amount, corresponding to the percentile attainment of SiTime’s TSR as compared to the companies in the Philadelphia Semiconductor Index. The Relative TSR PRSUs have a performance condition and a service condition, and vest, so long as the executive continues to be employed with us, after the applicable two-year performance period if achieved, as to 50% on February 20, 2025 and then as to 50% on February 20, 2026. The Revenue PRSUs have a performance condition and a service condition, and vest, so long as the executive continues to be employed with us, after the applicable one-year performance period, as to 50% on the February 20, May 20, August 20, or November 20 following certification of achievement and then as to 25% on each annual anniversary of that vest date. The number of shares of our common stock to be issued upon vesting of the Revenue PRSUs will range from 0% to 200% of the target amount, based on our attainment of the GAAP revenue targets set by the compensation committee. (3)Represents RSUs granted to our named executive officers, which are described further in the "Outstanding Equity Awards at December 31, 2023" table below. (4)The value shown is based on the fair value as of the date of grant and was computed for the 2023 Revenue PRSUs by multiplying the (i) target number of PRSUs granted to each named executive officer by (ii) the fair value as calculated on the date of grant, and computed for the 2023 Relative TSR PRSUs by multiplying (i) the target number of PRSUs granted to each named executive officer by (ii) the fair value per share as calculated by the use of a Monte-Carlo simulation model. See Note 8 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (5)Represents estimated possible payouts for fiscal 2023 under the Sales Incentive Plan for Mr. Bonnot. Payment under the Sales Incentive Plan is dependent upon meeting specified performance goals. A description of the performance milestones associated with such bonus is included in “Compensation Discussion and Analysis.” The above table does not include RSUs granted on February 13, 2023 to Messrs. Vashist, Chadwick, Bonnot, and Sevalia and Dr. Assaderaghi for 2,438, 412, 295, 619, and 619 shares, respectively, as payouts for 2022 non-equity incentive plan achievement for the second half of 2022. These payouts had a grant date fair value of $308,310, $52,102, $37,306, $78,279, and $78,279, respectively.

  31. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents certain information concerning equity awards held by our named executive officers as of December 31, 2023, which consists solely of RSUs and PRSUs. We have not granted, and none of our named executive officers hold, any stock options. The market value of the shares in the table below is based on the closing price of our common stock, as reported on The Nasdaq Stock Market, of $122.08 per share on December 29, 2023.

  32. Outstanding Equity Awards at December 31, 2023

    | | Stock Awards | | | | | Name | Number of Units of Stock That Have Not Vested(#) | Market Value of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)(1) | | Rajesh Vashist | 158,840(2) | 19,391,187 | | | | | 5,805(3) | 708,674 | | | | | 9,050(4) | 1,104,824 | | | | | 21,992(5) | 2,684,783 | | | | | | | 10,996(6) | 1,342,392 | | | | | 21,992(7) | 2,684,783 | | | | | 23,943(8) | 2,922,961 | | Elizabeth A. Howe | 50,918(9) | 6,216,069 | | | | Fariborz Assaderaghi | 48,842(10) | 5,962,631 | | | | | 2,715(4) | 331,447 | | | | | 6,414(5) | 783,021 | | | | | | | 2,138(6) | 261,007 | | | | | 4,276(7) | 522,014 | | | | | 7,183(8) | 876,901 | | Lionel Bonnot | 28,240(2) | 3,447,539 | | | | | 1,032(3) | 125,987 | | | | | 2,715(4) | 331,447 | | | | | 6,414(5) | 783,021 | | | | | | | 2,138(6) | 261,007 | | | | | 4,276(7) | 522,014 | | | | | 7,183(8) | 876,901 | | Piyush Sevalia | 28,240(2) | 3,447,539 | | | | | 1,032(3) | 125,987 | | | | | 2,715(4) | 331,447 | | | | | 6,414(5) | 783,021 | | | | | | | 2,138(6) | 261,007 | | | | | 4,276(7) | 522,014 | | | | | 7,183(8) | 876,901 | | Arthur D. Chadwick | — | — | — | — |

  33. Outstanding Equity Awards at December 31, 2023

    __________________________________________________ (1)This column represents the fair market value of the shares underlying the RSUs and threshold number of shares that could be earned under the 2022 PRSUs and 2023 PRSUs as of December 31, 2023, based on the closing price of our common stock, as reported on The Nasdaq Stock Market, of $122.08 per share on December 29, 2023. (2)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 1/20 of the RSUs vesting in equal quarterly installments beginning on February 20, 2020 and on each of February 20, May 20, August 20, and November 20 thereafter, subject to continued service on each such vesting date. (3)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 15% of the RSUs vesting on August 20, 2020 and 1/20 of the RSUs vesting in equal quarterly installments on each November 20, February 20, May 20, and August 20 thereafter, subject to continued service on each such vesting date. (4)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 6.25% of the RSUs vesting in equal quarterly installments beginning on February 20, 2022 and on each of May 20, August 20, November 20, and February 20 thereafter, subject to continued service on each such vesting date. (5)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 12.5% of the RSUs vesting on May 20, 2023 and then 6.25% of the RSUs vesting in equal quarterly installments on each of August 20, November 20, February 20, and May 20 thereafter, subject to continued service on each such vesting date. (6)These amounts represent the threshold number of shares that could be earned under the 2021 PRSUs. If earned and upon certification of the performance condition by the compensation committee, 25% of the certified number of shares of the PRSU will vest on the first quarterly vest date, and 6.25% of the certified number of shares of the PRSU will vest in equal quarterly installments on each February 20, May 20, August 20, and November 20 thereafter, subject to continued service on each such vesting date. (7)These amounts represent the target number of shares that could be earned under the 2023 Relative TSR PRSUs. If earned, 50% of the earned shares of the PRSU will vest on February 20, 2025 and then 50% on February 20, 2026, subject to continued service on each such vesting date. These amounts represent the threshold number of shares that could be earned under the 2023 Revenue PRSU. If earned and upon certification of the performance condition by the compensation committee, 50% of the certified number of shares of the PRSU will vest on the February 20, May 20, August 20, or November 20 following certification of achievement and then 25% will vest on each anniversary of that vest date, subject to continued service on each such vesting date. (8)These amounts represent the threshold number of shares that could be earned under the 2022 PRSUs. If earned and upon certification of the performance condition by the compensation committee, all of the certified number of shares of the PRSU will vest on the first quarterly vest date, subject to continued service through such vesting date, and subject to the limitations discussed in “Compensation – Components - Long Term Incentives.” (9)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 25% of the RSUs vesting on November 20, 2024 and 1/16 of the RSUs vesting in equal quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to continued service on each such vesting date. (10)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 20% of the RSUs vesting on November 20, 2021 and 1/20 of the RSUs vesting in equal quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to continued service on each such vesting date.

  34. STOCK VESTED IN FISCAL 2023

    STOCK VESTED IN FISCAL 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding stock vested during the last fiscal year with respect to our named executive officers:

  35. STOCK VESTED IN FISCAL 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Rajesh Vashist | 180,217 | 20,648,191 | | Elizabeth A. Howe | 3,771 | 448,033 | | Fariborz Assaderaghi | 28,859 | 3,302,689 | | Lionel Bonnot | 33,373 | 3,817,773 | | Piyush Sevalia | 33,711 | 3,859,165 | | Arthur D. Chadwick | 36,852 | 4,204,052 |

  36. STOCK VESTED IN FISCAL 2023

    __________________________________________________ (1)Value calculated by multiplying number of shares by the market value per share on the vesting date. We do not currently maintain nonqualified defined contribution plans or other deferred compensation.

  37. Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control

    Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control Below are descriptions of our employment agreements and offer letter agreements with our named executive officers. The agreements generally provide for at-will employment and set forth the executive officer’s initial base salary and eligibility for employee benefits. Furthermore, each of our executive officers has executed a form of our standard proprietary information and inventions assignment agreement. Agreement with Rajesh Vashist On October 21, 2014, we entered into an employment agreement with Rajesh Vashist, our Chief Executive Officer, which superseded and replaced Mr. Vashist’s previous employment agreement. Under Mr. Vashist’s agreement, we agreed to pay Mr. Vashist an initial annual base salary of $425,000 and based on the assessment by our Board of Mr. Vashist’s performance and the attainment of annual company goals established by our Board in its sole discretion, and subject to Mr. Vashist’s employment through the payment date, an annual performance bonus of up to $300,000. In addition, under the employment agreement, as amended on June 14, 2016, Mr. Vashist agreed to provide advisory services of not more than 10 hours each month to MegaChips through June 30, 2020, regardless of his employment status with us. On October 18, 2021, we entered into a letter agreement with Mr. Vashist in connection with his temporary assignment to our Netherlands office to support our international growth. The letter agreement provides for cost-of-living allowance, car lease, housing accommodation, travel expenses, and other expense reimbursement in connection with the temporary assignment. On October 30, 2023, we extended Mr. Vashist’s temporary assignment through November 2024. Agreement with Elizabeth A. Howe On October 31, 2023, we entered into an offer letter with Elizabeth A. Howe our Executive Vice President, Chief Financial Officer, setting forth the initial terms of her employment. Pursuant to the agreement, Ms. Howe was entitled to an initial annual base salary of $441,000, and eligible to receive an annual performance bonus of up to $330,000. Agreement with Arthur Chadwick On September 26, 2019, we entered into an offer letter with Arthur D. Chadwick, our Executive Vice President, Chief Financial Officer, setting forth the initial terms of his employment. Pursuant to the agreement, Mr. Chadwick was entitled to an initial annual base salary of $300,000, and eligible to receive an annual performance bonus of up to $100,000. On October 30, 2023, in connection with his retirement, we entered into a retirement agreement with Mr. Chadwick. Pursuant to the retirement agreement we accelerated the vesting of 6,286 shares of Mr. Chadwick’s unvested RSUs. The retirement agreement also provides for a customary release of claims by Mr. Chadwick. Agreement with Fariborz Assaderaghi On November 16, 2020, we entered into an offer letter with Fariborz Assaderaghi, our Executive Vice President, Technology and Engineering, setting forth the initial terms of his employment. Pursuant to the agreement, Dr. Assaderaghi was entitled to an initial annual base salary of $330,000, and is eligible to receive an annual performance bonus of up to $165,000. Agreement with Lionel Bonnot On January 27, 2018, we entered into an offer letter with Lionel Bonnot, our Executive Vice President, Worldwide Sales and Business Development, setting forth the initial terms of his employment. Pursuant to the agreement, Mr. Bonnot was entitled to an initial annual base salary of $260,000, and eligible to receive an annual performance bonus of up to $100,000. Agreement with Piyush Sevalia On October 20, 2014, we entered into an offer letter with Piyush Sevalia, our Executive Vice President, Marketing, setting forth the initial terms of his employment. Pursuant to the agreement, Mr. Sevalia was entitled to an initial annual base salary of $300,000, and eligible to participate in the Bonus Plan.

  38. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We believe that reasonable severance benefits for our named executive officers are important because it may be difficult for them to find comparable employment within a short period of time and because it allows for an orderly transition on termination of employment, which is in SiTime’s best interest. We also believe that it is important to protect our named executive officers in the event of a change of control transaction involving us, as a result of which such officers might have their employment terminated. In addition, we believe that the interests of management should be aligned with those of our stockholders as much as possible, and we believe that providing protection upon a change of control is an appropriate counter to any disincentive such officers might otherwise perceive in regard to transactions that may be in the best interest of our stockholders. Accordingly, on November 6, 2019, our Board and our sole stockholder, as of November 6, 2019, approved forms of change of control and severance agreements, which became effective prior to the closing of our initial public offering, for our Chief Executive Officer and for our other executive officers. These agreements generally provide for severance benefits upon a qualifying termination of employment and in connection with a change of control, as described below. Once effective, these agreements superseded all prior change of control and severance agreements between us and our executive officers. Under Mr. Vashist’s form of change of control and severance agreement, in the event Mr. Vashist undergoes an Involuntary Termination (as defined in that agreement), he will be entitled to receive: (i) a lump sum equal to his annual base salary, plus his target bonus as in effect on the date of his termination, (ii) reimbursement of COBRA premiums for up to one year following termination, and (iii) acceleration of all his unvested equity awards. If Mr. Vashist remains employed with us through the close of a change of control, Mr. Vashist will be entitled to receive acceleration of all his unvested equity awards. If he undergoes an Involuntary Termination in connection with a change of control, he will become entitled to receive: (i) a lump sum equal to two times the sum of his annual base salary and target bonus as in effect on the date of termination, (ii) reimbursement of COBRA premiums for up to 18 months following termination, and (iii) acceleration of all his unvested equity awards, provided that these change of control severance benefits will be offset by any non-change of control severance benefits already paid. Further, in the event of Mr. Vashist’s death or disability, all of his unvested equity awards will accelerate. Mr. Vashist’s severance benefits are conditioned on his timely execution of an effective release of claims. For purposes of the 2023 Revenue PRSU for Mr. Vashist, notwithstanding his change of control and severance agreement, no shares will accelerate in the event he undergoes an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2023, and Mr. Vashist undergoes an Involuntary Termination or in the event of his death or disability in 2023, the maximum shares subject to the 2023 Revenue PRSUs will accelerate. In the event a change of control occurs after 2023, the number of shares certified by the compensation committee for the 2023 Revenue PRSUs, minus any shares that have already vested, will accelerate. The 2023 GAAP revenue performance goals for the 2023 Revenue PRSUs were not achieved and as a result the 2023 Revenue PRSUs were forfeited. For purposes of the 2023 TSR PRSUs for Mr. Vashist, notwithstanding his change of control and severance agreement, no shares will accelerate in the event he undergoes an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2023 or 2024, and Mr. Vashist undergoes an Involuntary Termination or in the event of his death or disability in 2023 or 2024, the maximum shares subject to the 2023 TSR PRSUs will accelerate. In the event a change of control occurs after 2024, the number of shares certified by the compensation committee for the 2023 TSR PRSUs, minus any shares that have already vested, will accelerate. For purposes of the 2022 PRSUs for Mr. Vashist, in the event a change of control occurs during the performance period the performance goals for the 2022 PRSUs will be recalculated and the compensation committee will then determine the number of shares subject to the 2022 PRSUs that are eligible to vest based on the per share consideration in the change of control. In the event Mr. Vashist undergoes an Involuntary Termination apart from a change of control, only shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested may accelerate pursuant to his change of control and severance agreement. In event of a change of control during the performance period and Mr. Vashist undergoes an Involuntary Termination within the period of three months prior to 12 months following the change of control, the shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested will accelerate and the shares eligible to vest pursuant to recalculated performance goals will accelerate. Notwithstanding his change of control and severance agreement, for purposes of the 2022 PRSU no unvested shares accelerate upon (i) Mr. Vashist’s death or disability, and (ii) a change of control without an Involuntary Termination. Under the form of change of control and severance agreement applicable to all other executive officers, in the event such an officer undergoes an Involuntary Termination (as defined in that agreement), that officer will be entitled to receive: (i) a lump sum equal to six months of that officer’s annual base salary as in effect on the date of termination; (ii) reimbursement of COBRA premiums for up to six months following termination; and (iii) acceleration of 12 months of unvested equity awards. If the executive officer undergoes an Involuntary Termination in connection with a change of control, that officer will become entitled to receive: (x) a lump sum equal to that officer’s annual base salary, plus their target bonus as in effect on the date of termination, (y) reimbursement of COBRA premiums for up to one year following termination, and (z) acceleration of all unvested equity awards, provided these change of control severance benefits will be offset by any non-change of control severance benefits already paid. All severance benefits are conditioned on the officer’s timely execution of an effective release of claims. For purposes of the 2023 Revenue PRSUs for Messrs. Bonnot and Sevalia and Dr. Assaderaghi, notwithstanding their change of control and severance agreement, no shares will accelerate in the event they undergo an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2023 and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the maximum shares subject to the 2023 Revenue PRSUs will accelerate. In the event a change of control occurs after 2023 and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the number of shares certified by the compensation committee for the 2023 Revenue PRSUs, minus any shares that have already vested, will accelerate. The 2023 GAAP revenue performance goals for the 2023 Revenue PRSUs were not achieved and as a result the 2023 Revenue PRSUs were forfeited.

  39. Potential Payments upon Termination or Change of Control

    For purposes of the 2023 TSR PRSU for Messrs. Bonnot and Sevalia and Dr. Assaderaghi, notwithstanding their change of control and severance agreement, no shares will accelerate in the event they undergo an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2023 or 2024 and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the maximum shares subject to the 2023 TSR PRSU will accelerate. In the event a change of control occurs after 2024 and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the number of shares certified by the compensation committee for the 2023 TSR PRSU, minus any shares that have already vested, will accelerate. For purposes of the 2022 PRSUs for Messrs. Bonnot and Sevalia and Dr. Assaderaghi, in the event a change of control occurs during the performance period the performance goals for the 2022 PRSU will be recalculated and the compensation committee will then determine the number of shares subject to the 2022 PRSU that are eligible to vest based on the per share consideration in the change of control. In the event Messrs. Chadwick, Bonnot, or Sevalia or Dr. Assaderaghi undergo an Involuntary Termination apart from a change of control, only shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested may accelerate pursuant to their change of control and severance agreement. In event of a change of control during the performance period and Messrs. Chadwick, Bonnot, or Sevalia or Dr. Assaderaghi undergoes an Involuntary Termination within the period of three months prior to 12 months following the change of control, the shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested will accelerate and the shares eligible to vest pursuant to recalculated performance goals will accelerate. The following table provides information concerning the estimated payments and benefits that could be provided in the termination circumstances described above, assuming that the relevant termination took place on December 31, 2023. Mr. Chadwick is not included in the table below as his employment terminated November 7, 2023 and all of his outstanding unvested equity awards terminated.

  40. Potential Payments upon Termination or Change of Control

    | Triggering Event | Salary ($)(1) | Bonus ($)(2) | Continuation of Health Insurance ($) | Accelerated Vesting of Stock Awards ($)(3) | Total ($) | | Rajesh Vashist | | | | | | | Involuntary Termination | 650,000 | 650,000 | 50,068 | 23,889,469 | 25,239,537 | | Change of Control | — | — | — | 34,628,602 | 34,628,602 | | Change of Control and Involuntary Termination | 1,300,000 | 1,300,000 | 75,103 | 34,628,602 | 37,303,705 | | Death/Disability | — | — | — | 34,628,602(4) | 34,628,602 | | Elizabeth Howe | | | | | | | Involuntary Termination | 220,500 | — | 6,113 | 1,553,956 | 1,780,570 | | Change of Control and Involuntary Termination | 441,000 | — | 12,227 | 6,216,069 | 6,669,296 | | Fariborz Assaderaghi (5) | | | | | | | Involuntary Termination | 165,000 | — | 23,234 | 3,407,985 | 3,596,219 | | Change of Control and Involuntary Termination | 330,000 | 165,000 | 46,468 | 9,165,156 | 9,706,624 | | Lionel Bonnot (4) | | | | | | | Involuntary Termination | 158,125 | — | 8,576 | 4,000,195 | 4,166,896 | | Change of Control and Involuntary Termination | 316,250 | 158,125 | 17,151 | 6,776,050 | 7,267,577 | | Piyush Sevalia (4) | | | | | | | Involuntary Termination | 165,000 | — | 9,062 | 4,000,195 | 4,174,258 | | Change of Control and Involuntary Termination | 330,000 | 165,000 | 18,125 | 6,776,050 | 7,289,175 |

  41. Potential Payments upon Termination or Change of Control

    (1)Based on base salary on December 31, 2023. (2)Based on target bonus for 2023. (3)The amounts reported reflect the aggregate market value of the unvested shares of our common stock underlying restricted stock unit awards, based on the closing stock price of $122.08 per share for our common stock as reported on The Nasdaq Stock Market on December 29, 2023. (4)For purposes of the 2023 Revenue PRSUs and 2023 TSR PRSUs assumes a change of control has occurred in addition to death and disability and includes $10,739,134 as the aggregate market value of the maximum amount of shares subject to that award.

  42. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related SEC rule, we are reporting the relationship of total compensation of our Chief Executive Officer (“CEO”) to the total compensation of our median employee, referred to as “pay-ratio” disclosure, for the first time. For fiscal 2023, the median of the annual total compensation of all employees of SiTime (other than the CEO) was $139,108 and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $10,596,820. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than the CEO) was 76 to 1. This pay ratio represents our reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules and guidance provide significant flexibility in how companies identify the median employee and calculate pay ratio, and each company may use a different methodology and make different assumptions, exclusions, or reasonable estimates particular to that company. Therefore, our pay ratio disclosure may not be comparable to those reported by other companies, even companies within our industry. As permitted by SEC rules, we used the same median employee for our 2023 pay ratio calculation as we used for our 2022 calculations included in our proxy statement for that year. We believe it is reasonable to use the same median employee for purposes of the pay ratio calculation because there was no material change in our employee population or in the median employee’s compensation arrangement or other material change that would significantly affect our pay ratio calculation. To identify the median of the annual total compensation of all of our employees (other than the CEO), the methodology that we used in 2022 was as follows: •We examined the compensation of all of our full-time, part-time, and temporary employees (other than our CEO) as of December 30, 2022. We did not include any independent contractors or “leased” workers, as permitted by SEC rules. •To identify our median employee, we utilized a consistently applied compensation measure consisting of base salary, target cash incentive bonus, and grant date fair value, calculated in accordance with ASC 718, of equity awards granted, in each case from January 1 to December 30, 2022. •We annualized the base salary and target cash incentive bonus for employees who were employed for less than the full fiscal year. •For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars. We did not make any cost-of-living adjustments for employees outside of the United States. For 2023, we calculated the 2023 annual total compensation of the median employee identified in 2022 in accordance with Item 402(c)(2)(x) of Regulation S-K.

  43. Non-Employee Director Compensation

    Non-Employee Director Compensation We have adopted an independent director compensation policy, pursuant to which our non-employee directors will be eligible to receive cash and equity compensation for service on our Board and committees of our Board. We have reimbursed and will continue to reimburse all our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and committees of our Board. In January and March 2023, the nominating and corporate governance committee undertook a review of the type and form of compensation paid to our non-employee directors in connection with their service on the Board and its committees. The nominating and corporate governance committee considered the results of an independent analysis completed by Compensia. As part of this analysis, Compensia reviewed non-employee director compensation trends and data from companies comprising the same compensation peer group used by the compensation committee in connection with its review of executive compensation. Following this compensation review process and in light of our desire to retain our Board members, attract potential new directors, and provide competitive consideration for the directors’ services, in April 2023 the Board, upon recommendation of the nominating and corporate governance committee, amended our independent director compensation policy. The nominating and corporate governance committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our independent director compensation policy. Our Board approved the following changes to our independent director compensation policy beginning in 2023: (i) increase the annual retainer for the compensation committee chair and the nominating and corporate governance committee chair to $20,000 per year; (ii) increase the annual retainer for compensation committee members and nominating and corporate governance committee members, in each case other than the chairperson, to $8,000 per year; and (iii) increase the grant date value of the annual equity compensation RSU for directors to $250,000 per year. For 2023, our independent director compensation policy provided that non-employee directors receive a $40,000 annual retainer, with an additional $20,000 annual retainer for the lead independent director, as well as the following additional retainers for committee services:

  44. Non-Employee Director Compensation

    | Committee | Chair | Member | | Audit Committee | $20,000 | $8,000 | | Compensation Committee | 20,000 | 8,000 | | Nominating and Corporate Governance Committee | 20,000 | 8,000 |

  45. Non-Employee Director Compensation

    Our independent director compensation policy provides that each non-employee director who joins our Board will receive equity compensation in the form of an RSUs on the date of his or her election to the Board with a grant date value of $250,000, based on the average closing price of our common stock for the 20 trading days ending on the day prior to the grant date. One third of such RSUs will vest annually on the February 20, May 20, August 20, or November 20 falling in the anniversary quarter of the date of grant, subject to the non-employee director’s continuous service with us on each applicable vesting date. For our non-employee directors who have served on the Board for at least six months and will continue to serve on the Board after the annual meeting of stockholders, our independent director compensation policy provides that such directors will receive annual equity compensation in the form of RSUs on the first business day following each of our regular annual stockholder meetings with a grant date value of $250,000, based on the average closing price of our common stock for the 20 trading days ending on the day prior to the grant date. Such RSUs will vest (i) on the February 20, May 20, August 20 or November 20 falling in the one year anniversary quarter of the annual stockholder meeting or (ii) if the next year’s annual stockholder meeting date occurs prior to such vesting date and a director’s service will not continue following the annual meeting of stockholders, then on the day prior to the annual meeting of stockholders, in each case subject to the non-employee director’s continuous service with us on the applicable vesting date. In the event of a change in control (as defined in our 2019 Stock Incentive Plan), any unvested shares subject to RSUs issued pursuant to our independent director compensation policy will fully vest, subject to the non-employee director’s continuous service with us on the effective date of the change in control. Our independent director compensation policy provides that the foregoing cash compensation and equity compensation (based on the grant date fair value of the equity compensation) of non-employee directors together cannot exceed in the aggregate $600,000 per calendar year (or $850,000 per calendar year for the first calendar year that a non-employee director serves on the Board).

  46. 2023 Director Compensation

    2023 Director Compensation The following table sets forth the compensation paid to our non-employee directors or accrued by us in 2023, pursuant to the independent director compensation policy described above.

  47. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Raman K. Chitkara | 88,000 | 278,854 | — | 366,854 | | Edward H. Frank | 56,000 | 278,854 | — | 334,854 | | Christine A. Heckart | 48,000 | 278,854 | — | 326,854 | | Torsten G. Kreindl | 68,000 | 278,854 | — | 346,854 | | Katherine E. Schuelke | 68,000 | 278,854 | — | 346,854 | | Akira Takata | 40,000 | 278,854 | — | 318,854 | | Tom D. Yiu | 40,000 | 278,854 | — | 318,854 |

  48. 2023 Director Compensation

    (1)The valuation of stock awards is calculated using the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. See Note 8 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in such valuation. All of our non-employee directors received only one equity grant in 2023 with a grant date fair value of $278,854. The following table provides information regarding the aggregate number of unvested shares subject to outstanding equity awards, all of which were RSUs, held by non-employee directors as of December 31, 2023.

  49. 2023 Director Compensation

    | Name | Number of Shares of Stock Subject to RSUs that Have Not Vested | | Raman K. Chitkara | 2,736 | | Edward H. Frank | 2,736 | | Christine Heckart | 3,567 | | Torsten G. Kreindl | 2,736 | | Katherine E. Schuelke | 2,736 | | Akira Takata | 2,736 | | Tom D. Yiu | 2,736 |

  50. 2023 Director Compensation

    Directors who are also our employees receive no additional compensation for their service as directors. During the year ended December 31, 2023, Mr. Vashist was our only employee director. See the section titled “Executive Compensation” for additional information about Mr. Vashist’s compensation.

  51. PAY VERSUS PERFORMANCE3

    PAY VERSUS PERFORMANCE3 As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of SiTime. For further information concerning our pay-for-performance and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  52. PAY VERSUS PERFORMANCE3

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to non- PEO Named Executive Officers ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($) (6) | Net Income (Loss) (in millions) ($)(7) | Revenue (in millions) ($)(8) | | 2023 | 10,596,820 | 13,516,166 | 3,305,266 | 3,311,540 | 478.75 | 225.75 | (80.5) | 144.0 | | 2022 | 9,884,805 | (88,712,800) | 2,978,791 | (18,462,948) | 398.50 | 136.90 | 23.3 | 283.6 | | 2021 | 10,912,539 | 113,390,769 | 3,705,832 | 22,202,889 | 1,147.20 | 213.40 | 32.3 | 218.8 | | 2020 | 2,734,076 | 63,858,083 | 8,640,266 | 13,202,545 | 438.90 | 151.10 | (9.4) | 116.2 |

  53. PAY VERSUS PERFORMANCE3

    1.The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Vashist (our Chief Executive Officer, and therefore our Principal Executive Officer (PEO)) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation –Summary Compensation Table.” 2.The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Vashist, 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 Mr. Vashist during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Vashist’s total compensation for 2023 to determine the compensation actually paid:

  54. PAY VERSUS PERFORMANCE3

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2023 | 10,596,820 | 9,573,523 | 12,492,870 | 13,516,166 |

  55. PAY VERSUS PERFORMANCE3

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2023. (b)The equity award adjustments for 2023 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2023 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2023 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2023; (iii) for awards that are granted and vest in 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: ___________________________ (3) All information provided under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of SiTime under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  56. PAY VERSUS PERFORMANCE3

    | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 7,738,545 | 3,266,484 | 1,090,949 | 2,236,315 | (1,839,424) | — | 12,492,870 |

  57. PAY VERSUS PERFORMANCE3

    3.The dollar amounts reported in this column represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Vashist) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Vashist) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Fariborz Assaderaghi, Lionel Bonnot, Arthur Chadwick, Elizabeth Howe, and Piyush Sevalia; (ii) for 2022, Fariborz Assaderaghi, Lionel Bonnot, Arthur Chadwick, and Piyush Sevalia; (iii) for 2021, Lionel Bonnot and Piyush Sevalia; and (iv) for 2020, Fariborz Assaderaghi and Vincent Pangrazio. 4.The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Vashist), 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 named executive officers as a group (excluding Mr. Vashist) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Vashist) for 2023 to determine the compensation actually paid, using the same methodology described above in Note 2:

  58. PAY VERSUS PERFORMANCE3

    | Year | Average Reported Summary Compensation Table Total for Non-PEO named executive officers ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non- PEO named executive officers ($) | | 2023 | 3,305,266 | 2,971,877 | 2,978,151 | 3,311,540 |

  59. PAY VERSUS PERFORMANCE3

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  60. PAY VERSUS PERFORMANCE3

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year ($) | Average Change in Fair from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 2,233,555 | 421,035 | 509,050 | 298,961 | (431,011) | — | 2,978,151 |

  61. PAY VERSUS PERFORMANCE3

    5.Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. 6.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: Philadelphia Semiconductor Index. 7.The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. 8.While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that revenue is 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 by the company to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance. The dollar amounts reported in this column represent the amount of revenue reflected in our audited financial statements for the applicable year. Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. The compensation committee determines financial performance measures for our Bonus Plan and equity incentive awards to incentivize our named executive officers to align payouts with our financial success and creation of long-term value for our stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our named executive officers, for the most recently completed fiscal year, to our performance are as follows: •Revenue; •Non-GAAP Operating Income; and •Our total stockholder return as compared to the Philadelphia Semiconductor Index (Relative TSR). Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to Mr. Vashist and the average compensation actually paid to our named executive officers as a group (excluding Mr. Vashist) to our cumulative TSR over the four years presented in the table. Compensation Actually Paid and Net Income (Loss) The chart below shows the relationship between the compensation actually paid to Mr. Vashist and the average compensation actually paid to our named executive officers as a group (excluding Mr. Vashist) to our GAAP net income (loss) over the four years presented in the table. Compensation Actually Paid and Revenue The chart below shows the relationship between the compensation actually paid to Mr. Vashist and the average compensation actually paid to our named executive officers as a group (excluding Mr. Vashist) to our GAAP revenue over the four years presented in the table. Cumulative TSR of SiTime and Cumulative TSR of the Peer Group The chart below shows the relationship between our cumulative TSR and the cumulative TSR of the Philadelphia Semiconductor Index over the four years presented in the table.