Notice of Annual Meeting and

2025 Proxy Statement

 Semtech Corporation
200 Flynn Road
Camarillo, California 93012

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 5, 2025

To Our Stockholders:
Notice is hereby given that the 2025 Annual Meeting of Stockholders of Semtech Corporation (the “Company”) will
be held at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012 on Thursday, June 5, 2025
at 11:00 a.m., Pacific Time. The purposes of the meeting are to:
1. elect nine directors nominated by the Company’s Board of Directors and named in this Proxy Statement to
hold office until the next annual meeting and until their respective successors are duly elected and qualified
or until their earlier resignation or removal;
2. ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the
Company for fiscal year 2026;
3. approve, on an advisory basis, the Company’s executive compensation;
4. approve the amendment and restatement of the Semtech Corporation 2017 Long-Term Equity Incentive
Plan; and
5. transact any other business which may properly come before the 2025 Annual Meeting of Stockholders or
any adjournments or postponements thereof.
The record date for the determination of the stockholders entitled to notice of and to vote at the 2025 Annual Meeting
of Stockholders was the close of business on April 11, 2025. Holders of a majority of voting interest of the
outstanding shares of the Company’s common stock entitled to vote as of the record date must be present in person
or by proxy in order to transact business at the meeting. A list of the stockholders as of the record date will be
available for inspection by any stockholder at the Company’s offices located at 200 Flynn Road, Camarillo,
California 93012, during ordinary business hours beginning on May 26, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be
held on June 5, 2025: This Notice of Annual Meeting of Stockholders, the Proxy Statement and our Annual Report to
Stockholders for fiscal year 2025, including our Form 10-K for the fiscal year ended January 26, 2025, are available at
www.proxyvote.com. These materials are also available on our website at https://investors.semtech.com/ar2025/. Our
proxy materials can be accessed without requiring the use of a control number.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the 2025 Annual Meeting of Stockholders,
we urge you to vote and submit your proxy via the Internet or by telephone or mail using the instructions on the
Notice of Internet Availability of Proxy Materials, or your proxy card or voting instruction form if you received a paper
copy of the proxy materials in order to ensure the presence of a quorum.
By Order of the Board of Directors

Jeffrey Gutierrez
Secretary
April 24, 2025
Camarillo, California
[THIS PAGE INTENTIONALLY LEFT BLANK]
Table of Contents
Page

Proxy Statement Summary 1

Election of Directors (Proposal Number 1) 5

Corporate Governance 13
Code of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Corporate Governance Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board Outreach Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Corporate Social Responsibility and Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Human Capital and Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Our Core Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
The Board’s Role in Risk Oversight and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Policy on Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Policy on Hedging and Pledging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Risk Assessment of Compensation Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Evaluation of Chief Executive Officer Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Annual Board Evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Director Attendance at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Continuing Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Overboarding Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Human Capital and Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Nominating and Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Technology and Strategy Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Corporate Governance Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Transactions with Related Parties 23

Contacting the Board of Directors 24

Director Nominations 25

Stockholder Proposals 28

Director Compensation 29

Beneficial Ownership of Securities 34

Delinquent Section 16(a) Reports 36

Executive Officers 37

Compensation Discussion and Analysis 39

Fiscal Year 2025 Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2024 Nonbinding Advisory Vote Results; Stockholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Our Guiding Compensation Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Compensation Decision Making Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Components of Our Fiscal Year 2025 Executive Compensation Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Human Capital and Compensation Committee Report 59

Semtech Corporation 2025 Proxy Statement

TABLE OF CONTENTS

Page

Human Capital and Compensation Committee Interlocks and Insider Participation 59

Executive Compensation 60
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Grants of Plan-Based Awards in Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Description of Fiscal Year 2025 Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Outstanding Equity Awards at Fiscal Year-End 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Option Exercises and Stock Vested in Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Nonqualified Deferred Compensation – Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Potential Payments on Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
CEO Pay-Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Pay versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Securities Authorized for Issuance under Equity Compensation Plans 88

Report of the Audit Committee 89

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Number 2) 90

Advisory (Non-Binding) Vote on Executive Compensation (Proposal Number 3) 92

Approval of the Amendment and Restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan
(Proposal Number 4) 93

Questions and Answers Regarding the Annual Meeting 106

Other Matters 111

Exhibit A- Reconciliations of non-GAAP Financial Measures A-1

Exhibit B- Amended and Restated Semtech Corporation 2017 Long-Term Equity Incentive Plan B-1

Semtech Corporation 2025 Proxy Statement

 Special Note
Regarding Forward-Looking and Cautionary Statements

This Notice of Annual Meeting of Stockholders and Proxy Statement contains “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as
amended, based on our current expectations, estimates and projections about our operations, industry,
financial condition, performance, results of operations, and liquidity. Forward-looking statements are
statements other than historical information or statements of current condition and relate to matters such as
future financial performance, future operational performance, the anticipated impact of specific items on
future earnings, and our plans, objectives and expectations. Statements containing words such as “may,”
“believe,” “see,” “anticipate,” “expect,” “intend,” “plan,” “project,” “objective,” “estimate,” “develop,” “should,”
“could,” “will,” “designed to,” “projections,” or “outlook,” or other similar expressions constitute forward-
looking statements. Forward-looking statements involve known and unknown risks and uncertainties that
could cause actual results and events to differ materially from those projected. Potential factors that could
cause actual results to differ materially from those in the forward-looking statements include, but are not
limited to: the volatility of our financial results or impact of the cyclical nature of our industry, including during
industry downturns or due to periodic economic uncertainty; the historical rapid decrease of the average
selling prices of certain products; disruptions in U.S. or foreign government operations, funding or incentives;
changes in export restrictions and laws affecting the Company’s trade and investments, including tariffs or
retaliatory tariffs; interruption or loss of supplies or services from the limited number of suppliers and
subcontractors we rely upon; our suppliers’ manufacturing capacity constraints or other supply chain
disruptions; failure to successfully develop and sell new products, meet new industry standards or
requirements or anticipate changes in projected or end market users; failure to adequately protect our
intellectual property rights; failure to make the substantial investments in research and development that are
required to remain competitive in our business or to properly anticipate competitive changes in the
marketplace; the likelihood of our products being found defective or risk of liability claims asserted against
us; business interruptions, such as natural disasters, acts of violence and the outbreak of contagious
diseases; adverse changes to general economic conditions in China; the loss of any one of our small
number of customers or failure to collect a receivable from them; competition from new or established
internet of things (“IoT”), cloud services and wireless service companies or from those with greater
resources; the difficulties associated with integrating ours and Sierra Wireless, Inc.’s businesses and
operations successfully as well as difficulties executing other acquisitions or divestitures; discovery of
additional material weaknesses in our internal control over financial reporting in the future or otherwise
failing to achieve and maintain effective disclosure controls, procedures and internal control over financial
reporting; changes in our effective tax rates, the adoption of new U.S. or foreign tax legislation or exposure
to additional tax liabilities, or material differences between our forecasted annual effective tax rates and
actual tax rates; the Company’s ability to comply with, or pursue business strategies due to, our level of
indebtedness or the covenants under the agreements governing our indebtedness; and adverse
developments affecting the financial services industry. Additionally, forward-looking statements should be
considered in conjunction with the cautionary statements contained in the Company’s Annual Report on
Form 10-K, including, without limitation, information under the captions “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and those set forth under “Risk Factors” in
Item 1A of the Company’s Annual Report on Form 10-K, as such risk factors may be amended,
supplemented or superseded from time to time by other reports we file with the Securities and Exchange
Commission (“SEC”). In light of the significant risks and uncertainties inherent in the forward-looking
information included therein and herein that may cause actual performance and results to differ materially
from those predicted, any such forward-looking information should not be regarded as representations or
guarantees by the Company of future performance or results, or that its objectives or plans will be achieved,
or that any of its operating expectations or financial forecasts will be realized. Reported results should not be
considered an indication of future performance. Investors are cautioned not to place undue reliance on any
forward-looking information contained herein, which reflect management’s analysis only as of the date
hereof.

Semtech Corporation 2025 Proxy Statement

These forward-looking statements speak only as of the date hereof. Except as required by law, the
Company assumes no obligation to publicly release the results of any update or revision to any forward-
looking statement that may be made to reflect new information, events or circumstances after the date
hereof or to reflect the occurrence of unanticipated or future events, or otherwise.

In addition to regarding forward-looking statements with caution, you should consider that the preparation of
the consolidated financial statements requires us to draw conclusions and make interpretations, judgments,
assumptions and estimates with respect to certain factual, legal, and accounting matters. Our consolidated
financial statements might have been materially impacted if we had reached different conclusions or made
different interpretations, judgments, assumptions or estimates.

Website References

We make references to our website, www.semtech.com, in this Proxy Statement. The information on our
website is for informational purposes only and should not be relied on for investment purposes. The
information on our website is not incorporated by reference into this Proxy Statement and should not be
considered part of this or any other report that we file with the SEC.

Semtech Corporation 2025 Proxy Statement

 SEMTECH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
June 5, 2025

PROXY This Proxy Statement Summary highlights information contained elsewhere

in this Proxy Statement, which is first being sent or made available to
STATEMENT stockholders on or about April 24, 2025. This summary does not contain all
SUMMARY of the information you should consider, so please read the entire proxy
statement carefully before voting.
References in this Proxy Statement to “we,” “our,” “us” or “Semtech” refer
to Semtech Corporation.

2025 Annual Meeting of Stockholders

Date and Time Location Record Date
Thursday, June 5, 2025 200 Flynn Road, April 11, 2025
11:00 a.m., Pacific Time Camarillo, California 93012

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2025 Annual Meeting of Stockholders
to be held on June 5, 2025 (the “Annual Meeting”) and voting recommendations of the Board of Directors
(the “Board”) with respect to each proposal.

Board Page
Proposals Recommendation Reference

1. Elect the nine directors nominated by the Company’s Board and FOR each 5
named in this Proxy Statement to hold office until the next annual nominee
meeting and until their respective successors are duly elected and
qualified or until their earlier resignation or removal
2. Ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the FOR 90
independent registered public accounting firm for the Company for
fiscal year 2026
3. Approve, on an advisory basis, the Company’s executive FOR 92
compensation
4. Approve the amendment and restatement of the Semtech FOR 93
Corporation 2017 Long-Term Equity Incentive Plan

Semtech Corporation 2025 Proxy Statement | 1

PROXY STATEMENT SUMMARY

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

Name Age Director Since Independent Committee Membership

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

2 | Semtech Corporation 2025 Proxy Statement

 PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Semtech is committed to a governance structure that provides strong stockholder rights and meaningful
accountability.

• Independent Chair of the Board • Director resignation policy for nominees who
fail to achieve a majority vote
• Majority independent Board
• Regular executive sessions of independent
• Active stockholder engagement practices
directors
• Single voting class stock
• No poison pill
• Annual Board and Committee self-evaluations
• Regular risk assessment
• Ongoing continuing education required for
• Overboarding policy
directors
• Robust executive succession planning

Compensation Program Highlights

Our executive compensation program is designed to drive behavior that supports sustained stockholder
returns and effective pay-for-performance outcomes over time. It is designed to incorporate compensation
best practices and is overseen by our Human Capital and Compensation Committee. Our equity incentive
awards are performance-based and intended to align with the long-term best interests of stockholders and to
retain our management team.

The Human Capital and Compensation Committee has engaged in best practices to align executive pay with
Company performance and to ensure good governance in the following ways:

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

Semtech Corporation 2025 Proxy Statement | 3

PROXY STATEMENT SUMMARY

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

4 | Semtech Corporation 2025 Proxy Statement

ELECTION OF DIRECTORS
(Proposal Number 1)
Our business operates under the direction of our Board, which currently consists of nine directors. Our
Board, upon the recommendation of the Nominating and Governance Committee, has nominated our current
directors — Martin S.J. Burvill, Rodolpho C. Cardenuto, Gregory M. Fischer, Saar Gillai, Hong Q. Hou,
Ye Jane Li, Paula LuPriore, Julie G. Ruehl and Paul V. Walsh, Jr. — as its nominees for election to the
Board at the 2025 Annual Meeting of Stockholders, each to serve for a one-year term expiring at our 2026
Annual Meeting of Stockholders, and until his or her respective successor is elected and qualified or until his
or her earlier resignation or removal.

All of the nominees have consented to be named as nominees, and have indicated their intent to serve if
elected. Unless a stockholder directs otherwise in its proxy it is intended that the proxies solicited by
management will be voted for the election of the nominees named in this Proxy Statement. Proxies cannot
be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If
any nominee is unable to serve, or for good cause will not serve, the named proxy holders will vote the
shares for such other person, if any, as shall be designated by the Board or the Board may reduce the
number of directors constituting the Board. Our Board currently has no knowledge or reason to believe that
any of the nominees will be unable or unwilling to serve for good cause if elected.

The Board recommends a vote FOR the election of each of the nominees for director named above. The
experience, qualifications, attributes and skills of the nominees are described further in the following table
and in the information regarding the nominees beginning on page 25:

Cardenuto

LuPriore
Fischer
Burvill

Walsh
Ruehl
Gillai
Hou
Li
Qualifications & Skills1
Industry Experience. Director has experience in the semiconductor industry, with Internet of
Things (IoT) technologies and/or with cloud connectivity services, including knowledge of ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
market dynamics, industry trends and relevant technologies.
Public Company Board Experience. Director has past or current experience serving on ✓ ✓ ✓ ✓ ✓ ✓
another public company board.
Senior Executive Leadership. Director has significant leadership experience, including as
an executive-level officer (Chief Executive Officer, President, Chief Operating Officer, Chief ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Financial Officer, etc.) and/or in any senior leadership position with input into operations,
growth, strategy, building and strengthening corporate culture, etc.
Finance/Accounting Experience. Director is qualified as an audit committee financial expert
under SEC rules or otherwise has a strong background in finance and accounting, including ✓ ✓ ✓ ✓
an understanding of accounting and financial reporting processes, capital structure, audit
functions and/or financial management and analysis.
M&A/Business Development Strategy Experience. Director has experience with complex
strategic transactions, including mergers, acquisitions and divestitures, including the ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
integration of acquired businesses, and/or experience defining the strategic direction of a
business or organization.
International Business Experience. Director has significant international operating
experience, including management of or responsibility for large, complex global operations ✓ ✓ ✓ ✓ ✓ ✓ ✓
and/or experience living and working outside the United States.
Human Capital Management. Director has experience managing a large and/or global
workforce, specifically with respect to recruiting, talent development, inclusion, compensation ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
programs, retention and succession planning.
Technology/IP. Director has an understanding of technology, innovation and intellectual
property matters, including through experience in technology-related businesses and/or ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
driving scientific or technological innovation.
Cybersecurity. Director has experience managing cybersecurity risks or possesses an ✓ ✓ ✓
understanding of the cybersecurity threat landscape.
Risk Management Experience. Director has experience managing risk in a large
organization, including identifying, managing, or mitigating strategic, financial, operational, ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
commercial, environmental, regulatory, reputational, economic and/or technological risk.

Semtech Corporation 2025 Proxy Statement | 5

ELECTION OF DIRECTORS (Proposal Number 1)

Snapshot of Board Demographics(1)

Our Board has a breadth of experience and reflects a range of perspectives and backgrounds. The following
charts illustrate key characteristics of the Board as of the date of this Proxy Statement:
HIGHLY INDEPENDENT BALANCED TENURE WIDE ARRAY OF PERSPECTIVES

56%
89% 0-3 YEARS (4) WOMEN &
INDEPENDENT 3-6 YEARS (2) MINORITY
DIRECTORS >6 YEARS (3) DIRECTORS

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

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

6 | Semtech Corporation 2025 Proxy Statement

 ELECTION OF DIRECTORS (Proposal Number 1)

✓ The Board recommends a vote FOR the election of each of the

nominees listed in this Proxy Statement

Ye Jane Li
Age 57
Director since 2016
Chair of the Board since 2024
Human Capital and Compensation Committee
Nominating and Governance Committee Chair
Technology and Strategy Committee

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

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ELECTION OF DIRECTORS (Proposal Number 1)

Martin S.J. Burvill

Age 66
Director since October 2020
Human Capital and Compensation Committee Chair
Nominating and Governance Committee

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

Rodolpho C. Cardenuto
Age 65
Director since September 2018
Audit Committee

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

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 ELECTION OF DIRECTORS (Proposal Number 1)

Gregory M. Fischer
Age 61
Director since April 2023
Human Capital and Compensation Committee
Nominating and Governance Committee
Technology and Strategy Committee

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

Saar Gillai
Age 58
Director since September 2018
Human Capital and Compensation Committee
Nominating and Governance Committee
Technology and Strategy Committee Chair

Mr. Gillai has served as an independent board director and Chief Executive Officer advisor to multiple
start-ups from January 2020. He has been an executive mentor at The Exco Group since October 2020.
Previously, Mr. Gillai served as Chief Executive Officer and Director of Teridion Technologies Ltd, a cloud-
based networking company, from October 2017 to December 2019. He also served as the Senior Vice
President and General Manager of Hewlett Packard Enterprise Co.’s Communications Solutions Business
from October 2014 to October 2016. Prior to that, Mr. Gillai was the Senior Vice President, General Manager
and Chief Operating Officer of HP Cloud from November 2012 to October 2014. Other previously held
executive positions include positions at 3Com Corp., Enfora Inc., Tropos Networks Inc., and Cisco Systems,
Inc.

Semtech Corporation 2025 Proxy Statement | 9

ELECTION OF DIRECTORS (Proposal Number 1)

Mr. Gillai has been the Chairman of the Board of Liquid Instruments, Pty Ltd., a private company
focused on next generation test equipment, since March 2021. He previously served as a director of Xilinx,
Inc., a public company and the leading provider of All Programmable FPGAs, SoCs, MPSoCs and 3D ICs,
from May 2016 to February 2022 (acquired by Advanced Micro Devices, Inc.). He also served as a director
of SpaceIQ LLC, a private company and provider of smart IWMS/CAFM facility management software from
July 2017 to August 2019 (acquired by WeWork Inc.).
Qualifications: Mr. Gillai’s qualifications to serve as a member of the Board include his senior
executive and board experience in both startups and public companies and his over thirty years of
experience in the technology industry.

Hong Q. Hou
Age 61
Director since July 2023
Technology and Strategy Committee

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

Paula LuPriore
Age 67
Director since October 2020
Audit Committee
Human Capital and Compensation Committee

Ms. LuPriore is a seasoned operating executive in global technology businesses. Most recently, she
served as Chief Executive Officer and Co-founder of Wujitech, Inc., a private cloud-based company
delivering bio-analytic software solutions, from 2010 to 2023 and currently remains on its board. From 2002
through 2010, Ms. LuPriore served in various positions at Asyst Technologies, Inc., a public technology and
manufacturing company providing robotic automation solutions for the semiconductor equipment industry,
including as Executive Vice President and Chief Operating Officer, as well as Interim Chief Executive

10 | Semtech Corporation 2025 Proxy Statement

 ELECTION OF DIRECTORS (Proposal Number 1)

Officer. Ms. LuPriore began her career as a software engineer at IBM Corp. and spent 23 years leading
various product organizations across engineering, strategy, marketing, and technical sales and services,
serving in various senior executive roles including as Vice President of IBM’s Storage Networking Division
targeting the Network Attached Storage market.
Ms. LuPriore has served on the board of directors of Saguaro Technology, Inc., a strategic software
development company that specializes in cloud computing, data analytics, IoT, and embedded systems,
since 2024. She has also served on the board of directors of Wujitech, Inc., a private company, since 2011.
In 2015, she served as a Director of PCS Edventures Inc., a publicly traded technology company that
designs and delivers education products and services for the science, technology, engineering, and
mathematics (STEM) market, where she served on the audit and compensation committees.
Qualifications: Ms. LuPriore’s qualifications to serve as a member of the Board include her extensive
operating experience as a senior level executive spanning information technology enterprise software and
hardware systems, semiconductor, networking, and infrastructure markets, with broad expertise in data
center, cloud computing, and technology consulting services across various industries in domestic and
international markets. Her business experience as a corporate executive has established her deep
understanding of the opportunities and challenges in technology businesses.

Julie G. Ruehl
Age 59
Director since December 2023
Audit Committee

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

Semtech Corporation 2025 Proxy Statement | 11

ELECTION OF DIRECTORS (Proposal Number 1)

Paul V. Walsh, Jr.

Age 60
Director since April 2023
Audit Committee Chair
Nominating and Governance Committee
Technology and Strategy Committee

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

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CORPORATE GOVERNANCE
Code of Conduct
The Board has adopted a written Core Values and Code of Conduct (“Code of Conduct”) that applies to all
directors and employees of the Company, including our CEO and our Chief Financial Officer (“CFO”). The Code
of Conduct, which is the Company’s written “code of conduct” within the meaning of the Nasdaq Listing Rules
applicable to companies whose stock is listed for trading on the Nasdaq Stock Market LLC (“Nasdaq”) and which
constitutes the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002,
expresses the Company’s commitment to the highest standards of ethical business conduct. Our Code of
Conduct can be found on the Company’s website at https://investors.semtech.com under “Governance.” To the
extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to
certain provisions of the Code of Conduct, or waivers of such provisions granted to executive officers and
directors, in the aforementioned section of our website.

Corporate Governance Guidelines

The Board has adopted written Corporate Governance Guidelines that set forth key principles that guide its
actions. Some of these principles are discussed below. Our Corporate Governance Guidelines can be found
on the Company’s website at https://investors.semtech.com under “Governance.”

Independence
Our Board has determined that each of Messrs. Burvill, Cardenuto, Fischer, Gillai and Walsh and each of
Mses. Li, LuPriore and Ruehl, are independent under applicable Nasdaq rules and the Board is comprised
of a majority of independent directors. Prior to his appointment as CEO, the Board determined that Dr. Hou
was independent under applicable Nasdaq rules. In addition, the Board determined that Paul H. Pickle, who
served on the Board during 2024, did not meet the independence standards due to his employment by the
Company and that Rockell N. Hankin and Sylvia Summers Couder, who served on the Board during 2024,
met the independence standards.

In making these determinations, our Board considered the relationships that each director has with the
Company and management and all other facts and circumstances our Board deemed relevant in
determining independence.

Board Leadership Structure

The Board does not have a policy regarding the separation of the roles of CEO and Chair of the Board. The
CEO and Chair of the Board are separate positions under the Board’s current leadership structure. The CEO
establishes the corporate direction and strategy, and is responsible for the day-to-day leadership of the
Company. The CEO is subject to certain Board-established grants of authority, an annual business plan
approved by the Board, and a Board Review Policy, under which the Board reserves for its action certain
material, key strategic, or related matters, and notes matters of Company action on which the Board is to be
kept informed. The Chair of the Board provides guidance to the CEO, presides over meetings of
stockholders and directors, and guides the Board in fulfilling its obligations. The Chair of the Board and the
CEO hold meetings on a regular basis to discuss both near term and longer range strategic matters. The
Chair of the Board and the CEO collaborate on the preparation of the agenda for each regular Board
meeting to set matters to be presented to the Board for its information, attention and action as necessary.
Following each meeting of the Board, the Chair of the Board meets with the CEO to provide feedback on
matters raised during the meeting of the Board, and on matters considered for further action or follow-up. On
behalf of the Board, the Chair of the Board also provides one-on-one performance feedback to the CEO.
The Board feels this structure is appropriate for the Company at this time because it facilitates efficient
management oversight and enables the Board to effectively meet its governance duties. The Board will
continue to evaluate the separation of the roles of CEO and Chair as well as the role and responsibilities of
the Board.

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CORPORATE GOVERNANCE

Board Outreach Program

Semtech believes that fostering relationships and trust through transparency and open dialogue is a
cornerstone of stockholder engagement and is a critical component of good governance and achieving our
Company’s objectives. We are committed to year round engagement with stockholders, including portfolio
managers and investment stewardship teams, as part of our Board Outreach Program. The program
consists of focused, one-on-one meetings between stockholders and certain directors that are designed to
give institutional stockholders an opportunity to better understand our Company. Over the past 12 months,
Semtech’s directors have proactively reached out to institutional stockholders that, cumulatively, own 60% of
the outstanding shares and have formally engaged with stockholders that, cumulatively, own 35% of total
shares outstanding (based on SEC information at the time of each meeting). We believe it is important for
stockholders to hear directly from our Board, just as it is important for directors to hear stockholders’
unfiltered concerns and perspectives. Directors participating in this outreach program may include our
independent chair of the Board, committee chairs, as well as other directors with whom stockholders may
have a particular interest in meeting. A limited number of members of management may also be present for
the primary purpose of facilitating the meetings, as well as being available to answer more technical
questions that may arise. Our management team also regularly attends investor conferences and meets with
our investors and investor prospects throughout the year.

Corporate Social Responsibility and Sustainability

The Company and the Board are focused on corporate social responsibility and sustainability. The
Company’s Environmental, Social and Governance Committee, consisting of members of management
representing various functional groups, works to identify additional ways that the Company can foster an
inclusive work environment, improve employee health and safety, engage our surrounding communities and
minimize our environmental impact. The committee reports its findings to the Board at least semi-annually.
In addition, the Nominating and Governance Committee of the Board has oversight over the Company’s
corporate responsibility and sustainability principles, programs and practices, including environmental and
social affairs, and programs and initiatives focused on the Company’s culture, and inclusion.

The Company also aims to contribute to the communities where we live and work, and believes that this
commitment helps in our efforts to attract and retain employees. We offer our employees the opportunity to
give back to their local communities or contribute to charities and provide opportunities to facilitate
participation by our employees in these initiatives.

Additional information regarding our policies and practices related to environmental, social and governance
matters, including the Company’s Environmental Management Manual, Environmental Key Performance
Indicators and Supplier Code of Conduct, can be found on the Company’s website at
https://investors.semtech.com under “ESG.” These documents are not incorporated by reference into this
Proxy Statement and should not be considered part of this or any other report that we file with the SEC.

Human Capital and Culture

The Board oversees the Company’s human capital with a focus on culture, the health, safety and wellness
of the Company’s employees, and the development of talent. The Board considers CEO succession and
development, and the Human Capital and Compensation Committee considers and discusses with the CEO
succession and development planning for other executive positions, inclusion efforts and employee
engagement. In addition, the Board maintains an Executive Transition Contingency Plan which will become
effective in the event of the death or incapacitation of our CEO and includes contingency procedures for
CEO succession.

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We believe people are our greatest asset, and are committed to being an employer of choice in our industry.
Our employees engage in meaningful work with access to cutting-edge tools and technologies, developing
solutions that are leveraged across entire industries. We proudly offer the security of an established, publicly
traded technology company, yet nurture and embody an entrepreneurial spirit. We provide our employees a
comprehensive and competitive compensation package and robust benefits that support the whole person.

As of the end of fiscal year 2025, we had 1,838 full-time employees worldwide and our average employee
tenure is eight years, reflecting the strong engagement of our employees. As new employees continue to
join Semtech, we expect their contributions will bring fresh ideas to help drive innovation and continuous
improvement.

Our Core Values

Our Core Values support the Company’s vision and embrace the culture and experience we want our
employees and customers to have. Sharing these common values helps guide our work and builds internal
collaboration towards our winning culture. We define and measure our winning culture by how quickly we
innovate, how effectively we execute, how inclusive our environment is, and our willingness to place
customer success at the forefront of everything we do.
• Customers & Quality. We win by delivering high-quality solutions by deeply understanding our
customers’ needs and exceeding their expectations with every interaction.
• Innovation & Capability. We win by fostering a culture of continuous innovation and technical
excellence, empowering our teams to push boundaries and enhance their capabilities to deliver cutting-
edge solutions.
• Inspiring & Empowering. We win when leaders motivate through vision and inspiration, empowering
teams to achieve their full potential with confidence, autonomy and accountability.
• Trust & Transparency. We win by building trust through open communication and transparency,
ensuring alignment and mutual respect.

The Board’s Role in Risk Oversight and Management

The Board actively oversees risk management of the Company.

The Audit Committee serves as the focal point at the Board level for overseeing the Company’s overall risk
management process. Among its duties, the Audit Committee reviews with management (a) the Company’s
policies with respect to risk assessment and management of risks that may be material to the Company,
(b) the Company’s system of disclosure controls and system of internal controls over financial reporting, and
(c) the Company’s compliance with legal and regulatory requirements. The Audit Committee is also
responsible for reviewing major legislative and regulatory developments that could materially impact the
Company’s contingent liabilities and risks. The Audit Committee also provides oversight over the Company’s
information technology and cybersecurity policies and procedures.

The Company periodically conducts enterprise risk assessment evaluations with Audit Committee oversight
and participation. The results of the enterprise risk assessment conducted in fiscal year 2025 were reported
to the Audit Committee Chair and were presented to the Board for evaluation, identification of matters for
additional attention, and overall risk management. The Audit Committee continues to oversee fulfillment of
management initiatives instituted to address risks identified in the enterprise risk assessment process.

Our other Board committees also consider and address risk as they perform their respective committee
responsibilities. Our Human Capital and Compensation Committee oversees the management of risks
relating to compensation and succession arrangements of senior officers and certain key employees, and
risks relating to the general development and strength of the Company’s human capital resources. Our
Nominating and Governance Committee oversees the nomination of individuals with the judgment, skills,

Semtech Corporation 2025 Proxy Statement | 15

CORPORATE GOVERNANCE

integrity, and independence necessary to oversee the key risks associated with our Company, as well as
risks inherent in our corporate structure. Our Technology and Strategy Committee oversees risks related to
our technology strategy, including artificial intelligence, research, development and manufacturing programs
as well as emerging science and technology risks. All committees report to the Board as appropriate,
including when a matter rises to the level of a material or enterprise level risk. After receiving a report from a
committee, the Board provides guidance as it deems necessary. In addition, the oversight and review of
other strategic risks are conducted directly by the full Board.

Specific Company management functions are responsible for day-to-day risk management. Our accounting,
finance, legal, operations, and internal audit areas serve as the primary monitoring and testing functions for
company-wide policies and procedures, and manage the day-to-day oversight of the risk management
strategy for the ongoing business of the Company. This oversight includes identifying, evaluating, and
addressing potential risks that may exist at the enterprise, strategic, financial, operational, international, and
compliance and reporting levels.

The Board believes that its grants of authority to the CEO, and under the Board Review Policy for the CEO
as noted above in “Board Leadership Structure,” serve to oversee and manage risks by ensuring that the
Board is kept well informed on material matters, and the Board is the ultimate approving authority for
selected matters. The Board also receives regular reports from the CEO reporting on areas involving
operational, human resources, legal, compliance, financial and strategic short-, intermediate- and long-term
risks, as well as reports from senior officers of the Company on selected matters as requested from time to
time by the Board as part of its recurring meeting and educational process. The Board receives such reports
from the CEO and senior executives to enable the Board to understand the identification, management and
mitigation strategies for the reported risks.

We believe the division of risk management responsibilities described above is an effective approach for
addressing the risks facing the Company and that our Board leadership structure supports this approach.

Policy on Insider Trading

The Company has adopted an Insider Trading Policy and related procedures governing the purchase, sale,
and/or other dispositions of our securities by directors, officers, employees and other covered persons that we
believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and
the listing requirements of the Nasdaq. The Company also does not trade in Company securities in violation of
applicable securities laws or Nasdaq listing standards. A copy of the Company’s Insider Trading Policy is filed
as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended January 26, 2025.

Policy on Hedging and Pledging

The Company recognizes that hedging against losses in Company stock is not appropriate or acceptable
trading activity for individuals employed by or serving the Company. The Company’s Insider Trading Policy,
as well as its stock trading guidelines are intended, among other things, to align the interests of stockholders
and the Company’s directors, officers and employees. In keeping with the intent of the stock trading
guidelines, as well as for the purpose of clearly outlining the Company’s position on acceptable trading
activity, the Company has incorporated prohibitions on various hedging activities within its stock trading
guidelines, that apply to directors, officers and employees. The stock trading guidelines prohibit directors,
officers and employees or their designees from purchasing financial instruments (including prepaid variable
forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions, that
hedge or offset, or are designed to hedge or offset, any decrease in the market value of the securities of the
Company. The guidelines prohibit all short sales of Company stock and any trading in derivatives (such as
put and call options) that relate to Company securities. The guidelines also prohibit pledging any Company
stock or equity awards as collateral for any margin account, or other form of credit arrangement.

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 CORPORATE GOVERNANCE

Risk Assessment of Compensation Programs

In compliance with SEC disclosure requirements, we have evaluated our compensation policies and
practices to determine if any of our programs create risks that are reasonably likely to have a material
adverse effect on the Company. We have concluded that our compensation policies and practices do not
create such risks. We evaluated our executive compensation program, as well as our broad-based
compensation and benefits programs on a worldwide basis. We focused on looking at whether any
program’s elements, criteria, purposes or objectives create undesired or unintended risk of a material
nature. While all programs were evaluated, primary review and attention was placed on programs having
potential for variable payouts where an individual participant or small groups of participants might have the
ability to directly affect, control or impact payout results. We believe that all compensation programs are
structured with a combination of appropriate controls, objective measurement variables, review authorities
and/or payment methodologies that, in the aggregate, are designed and administered so that there is not
any reasonable likelihood of material adverse risks to the Company arising from or caused by any of our
compensation programs. In addition, “claw-back” rights and provisions in applicable executive compensation
plans as discussed below in our “Compensation Discussion and Analysis” are additional safeguards that
encourage executives to not take unnecessary or excessive risks.

In particular, base salaries are fixed in amount and are, therefore, not susceptible to encouraging
unnecessary or excessive risk taking. Although the performance-based, short-term annual cash incentives
for our executives focus on achievement of short-term individual performance and business-related goals,
which could encourage taking of short-term risks at the expense of long-term goals, this element of
compensation is offset and balanced by the Company’s use of long-term, multi-year incentive programs that
are designed to align our executives’ interests with those of the Company’s stockholders. Our Human
Capital and Compensation Committee also retains discretion to reduce or eliminate short-term annual cash
incentives for our executives. We believe that long-term, multi-year incentive programs do not encourage
unnecessary or excessive risk taking because the ultimate value of these programs is tied to the value of the
Company’s stock, awards with performance-based vesting components are balanced with awards that have
a value based solely on our stock price with long-term vesting schedules and no performance-based vesting
components, and the grant dates, vesting dates and any applicable performance measurement periods are
staggered over multiple years to ensure that executives have a significant stake in the long-term
performance of the Company’s stock.

Evaluation of CEO Performance

Together with our Human Capital and Compensation Committee, the Board oversees and evaluates the
performance of the CEO on an annual or more frequent basis. Such evaluation includes regular assessment
of performance against goals and objectives established in connection with compensation programs, as well
as overall performance in leading and managing the Company. The results of that evaluation are shared
with the CEO.

Annual Board Evaluation

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Governance
Committee, the Nominating and Governance Committee at least annually reviews, discusses and assesses
the performance and effectiveness of the Board and the individual directors and makes relevant
recommendations to the Board. The Nominating and Governance Committee also considers the self-
evaluations of each standing committee and evaluates the need for any restructuring of the committees. The
Board then discusses and considers the recommendations of the Nominating and Governance Committee
with respect to the results of the annual Board and committee evaluations. The evaluation process is
designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and
to identify opportunities for improving its operations and procedures.

Semtech Corporation 2025 Proxy Statement | 17

CORPORATE GOVERNANCE

In general, the evaluation is completed through a questionnaire process focusing on the effectiveness of the
performance of the Board as a whole and the background and skills of each director. The questionnaire is
updated annually to align with current regulations and best practices. The annual evaluations are generally
conducted in the first quarter of each calendar year and the results of the annual evaluation are reviewed by
the Nominating and Governance Committee and discussed with the entire Board. In addition, each director
completes self-assessments regarding the effectiveness of each committee on which such director serves,
which are reviewed by the Nominating and Governance Committee and discussed with the entire Board.

The Company does not have a policy establishing term limits or a mandatory retirement age for Directors as
they may result in the loss of experience and expertise that is critical to effective operation of the Board. As
an alternative to term limits and a mandatory retirement age, the Nominating and Governance Committee
annually reviews the qualifications and contributions of each incumbent Director before making a
recommendation to nominate the Director for an additional term.

Director Attendance at Meetings

Directors are expected to devote sufficient time to the Board and its committees and to carry out their duties
and responsibilities effectively. It is expected that each director will be available to attend all meetings of the
Board and any committee on which the director serves, as well as the Company’s annual meeting of
stockholders. During the Company’s last fiscal year, the Board held seven meetings. Our committees
collectively held 23 meetings. Each of our directors attended more than 75% of the aggregate of the
meetings of the Board and the meetings of the committees of the Board on which such director served
during the last fiscal year. As is our practice, the independent directors met in an executive session without
management present at several of these meetings. In addition to formal meetings of the Board and its
committees, the Board conducts monthly informational update meetings with management. It is the policy of
the Company that all the directors attend the annual meetings of stockholders unless important personal
reasons prohibit it. Each director then in office attended last year’s Annual Meeting held in June 2024 in
person or by telephone.

Continuing Education
Each director is expected to take steps reasonably necessary to enable the director to function effectively on
the Board and Board committees on which the director serves, including becoming and remaining well
informed about the Company, the industry, the business and economic trends affecting the Company. Each
director is also expected to take steps reasonably necessary to keep informed on principles and practices of
sound corporate governance. The Company provides each director with membership in the National
Association of Corporate Directors. Each director is required to participate, at the Company’s expense, in a
minimum amount of director education during a given two-year period. A “two-year” period ends each even
numbered fiscal year of the Company.

Overboarding Policy
To ensure that all members of the Board have sufficient time to devote proper attention to their
responsibilities to the Company, our directors are subject to the following limitations unless the Board
determines that simultaneous service on additional boards would not impair the director’s ability to serve
effectively on the Board: (i) directors who are executive officers of the Company may serve on the board of
no more than one other public company and up to two private companies with the approval of the Board,
(ii) directors who are chief executive officers or senior executives of public companies or large non-profit
entities may serve on the boards of no more than one other public company, and (iii) all other directors may
serve on the boards of no more than three other public companies.

18 | Semtech Corporation 2025 Proxy Statement

 CORPORATE GOVERNANCE

Directors are expected to advise the Company in advance of accepting an invitation to serve on the board of
another public company or any assignment to the audit committee or human capital and compensation
committee of the board of any public company. The Nominating and Governance Committee considers the
nature and time involved in serving on other boards when assessing director candidates. Our Nominating
and Governance Committee reviews this policy periodically as part of its review of our Corporate
Governance Guidelines.

Committees
The Board has an Audit Committee, Human Capital and Compensation Committee, Nominating and
Governance Committee, and Technology and Strategy Committee. Committee assignments and
designations of committee chairs are made annually by a vote of the Board, upon recommendation of the
Nominating and Governance Committee, at the annual organizational meeting of directors held in
conjunction with the annual meeting of stockholders. The written charters of these committees are available
under “Governance” on our website at https://investors.semtech.com. All committees are authorized to
engage advisors as deemed necessary to carry out their duties and each committee is charged with
conducting an annual self-evaluation and assessment of its charter.

Current committee assignments are set forth in the following table:

Human Capital
and Nominating and Technology and
Director Audit Compensation Governance Strategy

Ye Jane Li, Chair of the Board ✓ Chair ✓

Martin S.J. Burvill Chair ✓
Rodolpho C. Cardenuto ✓
Gregory M. Fischer ✓ ✓ ✓
Saar Gillai ✓ ✓ Chair
Hong Q. Hou ✓
Paula LuPriore ✓ ✓
Julie G. Ruehl ✓
Paul V. Walsh, Jr. Chair ✓ ✓
Number of meetings during fiscal year 2025 6 5 5 3

Audit Committee
We have a standing Audit Committee established in accordance with the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). The Audit Committee consists of four Board members, each of whom the
Board has affirmatively determined is independent as defined by Nasdaq and SEC rules applicable to audit
committee members, is financially sophisticated as defined by Nasdaq rules, and is an audit committee
financial expert as defined by SEC rules.

The Audit Committee’s responsibilities are set forth in a written charter and include assisting the Board in
overseeing the:
• accounting and financial reporting processes of the Company;
• Company’s internal audit function;
• integrity of the Company’s financial statements and systems of internal controls and disclosure controls;

Semtech Corporation 2025 Proxy Statement | 19

CORPORATE GOVERNANCE

• audits of the Company’s financial statements;

• appointment, compensation, retention and work of the auditor;
• Company’s financial risk;
• Company’s information technology and cybersecurity policies and procedures;
• Company’s environmental risk policies and procedures; and
• Company’s compliance with legal and regulatory requirements and the Company’s Code of Conduct.

The Audit Committee meets periodically with the Company’s independent registered public accounting firm
outside the presence of Company management. The Audit Committee has the authority and resources
appropriate to discharge its duties and responsibilities, including the authority to select, engage and
terminate independent counsel and other advisors as it deems necessary to carry out its duties without
seeking approval of the Board or management.

The Audit Committee may also delegate to subcommittees such authority as it deems appropriate. The Audit
Committee has no current intention to delegate any of its authority to any other committee or subcommittee,
except as disclosed under the heading “Policy On Audit Committee Pre-Approval Of Audit And Permissible
Non-Audit Services.”

The Audit Committee has adopted a policy regarding pre-approval of services to be provided by the
Company’s independent registered public accounting firm, which is described below under the heading
“Policy On Audit Committee Pre-Approval Of Audit And Permissible Non-Audit Services,” and procedures for
the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or
auditing matters, which are described below under the heading “Contacting The Board Of Directors.”

Human Capital and Compensation Committee

The Human Capital and Compensation Committee’s written charter requires that its members satisfy the
independence requirements of Nasdaq and applicable law. The Human Capital and Compensation
Committee consists of five Board members, each of whom the Board has affirmatively determined satisfies
these independence requirements. The Human Capital and Compensation Committee charter sets forth the
purpose and responsibilities of the Human Capital and Compensation Committee, which include the
following:
• overseeing the Company’s human capital management program to help ensure alignment with the
Company’s goals and objectives, including with respect to management development programs;
• reviewing and approving goals and objectives for our CEO, and evaluating the CEO’s performance
against those goals and objectives;
• determining (or recommending to the Board for determination) all elements of the CEO’s compensation
and that of our other executive officers;
• periodically reviewing the Company’s executive incentive programs and benefit plans;
• carrying out all responsibilities and functions assigned to it by the documents governing the Company’s
incentive programs and benefit plans;
• making and approving equity awards; and
• reviewing and making recommendations to the Board with respect to the compensation of our directors
who are not also employed by the Company or one of our subsidiaries (“Non-Employee Directors”).

The Human Capital and Compensation Committee has the authority and resources appropriate to discharge
its duties and responsibilities, including the authority to select, engage and terminate independent counsel,

20 | Semtech Corporation 2025 Proxy Statement

 CORPORATE GOVERNANCE

consultants and other advisors as it deems necessary to carry out its duties without seeking approval of the
Board or management. The Human Capital and Compensation Committee may also delegate to
subcommittees such authority as it deems appropriate. The Human Capital and Compensation Committee
has no current intention of delegating any of its authority to any other committee or subcommittee.

In fiscal year 2025, the Human Capital and Compensation Committee retained Compensia, Inc.
(“Compensia”) to assist it in reviewing our compensation programs and the evaluation of specific
compensation-related matters. As discussed under “Compensation Discussion and Analysis — Our Guiding
Compensation Principles — Role of Committee Advisors” below, the Human Capital and Compensation
Committee has assessed the independence of Compensia and has concluded that its engagement of
Compensia does not raise any conflict of interest with the Company. The services provided by Compensia in
fiscal year 2025 are also discussed in that section.

The Board has also appointed a Stock Award Committee, the sole member of which is the CEO, that has
certain limited authority to grant awards under our 2017 Long-Term Equity Incentive Plan, as amended from
time to time, to employees and consultants, except the Stock Award Committee may not grant an award to a
member of the Board, to an executive officer of the Company, to a Senior Vice President or more senior
officer of the Company, to an employee who reports directly to our President or CEO, or (if the Company
has a Chief Operating Officer at the time of the particular grant) to an employee who reports directly to our
Chief Operating Officer.

Nominating and Governance Committee

The Nominating and Governance Committee’s written charter charges it with assisting the Board by:
• identifying and evaluating individuals qualified to become members of the Board;
• recommending to the Board director nominees for election at each annual meeting and to fill vacancies
on the Board;
• making recommendations to the Board regarding the Board offices of Chair and Vice Chair,
assignments to Board committees and committee chairs;
• overseeing the effectiveness of and recommending changes to the Company’s Corporate Governance
Guidelines;
• making other recommendations to the Board regarding corporate governance matters and nomination
and evaluation matters relating to the directors;
• overseeing the evaluation of the Board;
• overseeing succession planning for the CEO; and
• overseeing the Company’s corporate responsibility and sustainability principles, programs and
practices.

The Nominating and Governance Committee consists of five Board members, each of whom the Board has
affirmatively determined is independent as defined by Nasdaq rules. The Nominating and Governance
Committee has the authority and resources appropriate to discharge its duties and responsibilities, including
the authority to select, engage and terminate independent counsel, consultants and other advisors as it
deems necessary to carry out its duties without seeking approval of the Board or management. The
Nominating and Governance Committee may also delegate to subcommittees such authority as it deems
appropriate. The Nominating and Governance Committee has no current intention to delegate any of its
authority to any other committee or subcommittee.

Semtech Corporation 2025 Proxy Statement | 21

CORPORATE GOVERNANCE

Technology and Strategy Committee

The Technology and Strategy Committee’s written charter charges it with assisting the Board by:
• advising on and overseeing the Company’s technology strategy, including artificial intelligence,
research, development and manufacturing programs;
• advising on the impacts of emerging science and technology issues on the Company’s overall business
strategy;
• advising on scientific and technological aspects of new product development and acquisition
opportunities;
• overseeing the Company’s scope and quality of its intellectual property; and
• evaluating and overseeing investments, mergers, acquisitions, enterprise services, joint ventures,
strategic equity investments and divestiture transactions in which Company may engage as part of its
business strategy from time to time.

The Technology and Strategy Committee consists of five Board members. The Technology and Strategy
Committee has the authority and resources appropriate to discharge its duties and responsibilities, including
the authority to select, engage and terminate independent counsel, consultants and other advisors as it
deems necessary to carry out its duties without seeking approval of the Board or management. The
Technology and Strategy Committee may also delegate to subcommittees such authority as it deems
appropriate. The Technology and Strategy Committee has no current intention to delegate any of its
authority to any other committee or subcommittee.

Corporate Governance Materials

The following materials are available free of charge under “Governance” on the “Investors” page of the
Company’s website at www.semtech.com or by sending a request for a paper copy to the Company’s
Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012:
• Bylaws
• Core Values and Code of Conduct
• Corporate Governance Guidelines
• Audit Committee Charter
• Human Capital and Compensation Committee Charter
• Nominating and Governance Committee Charter
• Technology and Strategy Committee Charter
• Director Nominations Policy
• Director Compensation Policy
• Director Stock Ownership Guidelines
• Executive Stock Ownership Guidelines
• Related-Persons Transaction Policy
• Board Committee Assignments
• Stock Trading Guidelines

22 | Semtech Corporation 2025 Proxy Statement

TRANSACTIONS WITH RELATED PARTIES
We have adopted a written Related-Person Transaction Policy, approved by the Audit Committee and the
Board, which provides guidelines for the disclosure, review, ratification and approval of transactions with our
directors, executive officers, 5% stockholders and their immediate family members in which the amount
involved exceeds or reasonably can be expected to exceed $120,000. The policy supplements our other
policies or procedures that may be applicable to a transaction, including our Code of Conduct. Under the
Code of Conduct, all directors and employees are expected to avoid actual or apparent conflicts between
personal interests and interests of the Company. The policy is administered by the Audit Committee and
related-person transactions are approved or ratified by the Audit Committee in accordance with the terms of
the policy. In making its determination, the Audit Committee is to take into account all relevant factors and
material facts it deems significant including:
• the amount involved and the approximate dollar value of the amount of the related person’s interest in
the transaction without regard to the amount of any profit or loss;
• the nature of the interest of the related person;
• whether the transaction may involve a conflict of interest and whether entering into the transaction
would be consistent with the Company’s Code of Conduct;
• whether the transaction involves the provision of goods or services to the Company that are readily
available from unaffiliated third parties upon better terms;
• whether there are business reasons and potential benefits to the Company to enter into the transaction;
• whether the transaction was or will be undertaken in the ordinary course of business of the Company;
• in the event the related person is a director, an immediate family member of a director or an entity in
which a director is a partner, stockholder or executive officer, the impact of the transaction on a
director’s independence;
• whether it is a single transaction or a series of ongoing, related transactions;
• whether the transaction is fair to the Company; and
• any other information regarding the transaction or the related person in the context of the proposed
transaction that would be material to investors in light of the circumstances of the particular transaction.

Since January 29, 2024, there has not been nor is there currently proposed any transaction or series of
similar transactions to which we were or are to be a party in which the amount involved exceeds $120,000
and in which any of our directors, executive officers, persons who we know hold more than 5% of our
common stock, or any member of the immediate family of any of the foregoing persons had or will have a
direct or indirect material interest other than certain compensation arrangements, which are described
elsewhere in this Proxy Statement.

Semtech Corporation 2025 Proxy Statement | 23

CONTACTING THE BOARD OF DIRECTORS
General Business Matters
Our Annual Meeting provides an opportunity for stockholders to speak directly with the Board regarding
appropriate matters. Stockholders also may communicate with the Board, or any committee or director,
about Company business by writing to such party in care of the Company’s Secretary at the Company’s
headquarters at 200 Flynn Road, Camarillo, California 93012. Stockholders are encouraged to include
evidence of their holdings with their communications. The Company’s Secretary will forward communications
as applicable to the Chair of the Board, the applicable committee chair, or individual named director if a
communication is directed to an individual director. Any communication deemed to involve an accounting
matter will be sent to the Chair of the Audit Committee. Advertisements, solicitations or hostile
communications will not be presented.

Accounting Matters
The Audit Committee has established procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”). Employees with
concerns regarding Accounting Matters may report their concerns in writing to our CFO, CEO or General
Counsel. Employees may also report concerns regarding Accounting Matters anonymously directed to the
Audit Committee via the on-line confidential reporting system maintained by the Company. Non-employee
complaints regarding Accounting Matters may be reported by writing to the Audit Committee in care of the
Company’s Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012.

24 | Semtech Corporation 2025 Proxy Statement

DIRECTOR NOMINATIONS
Criteria for Board Membership
All persons nominated to serve as a director of the Company should possess the minimum qualifications,
skills and attributes as determined by our Board. The qualifications, attributes and skills noted below are
illustrative but not exhaustive. The Nominating and Governance Committee will also consider the
contributions that a candidate can be expected to make to the Board based on the totality of the candidate’s
background, credentials, experience and expertise, the diversity and composition of the Board at the time,
and other relevant circumstances.

Key qualifications include:

• Business Understanding. Candidates must have a general appreciation regarding major issues facing
public companies of a size and operational scope similar to the Company, including regulatory
obligations and governance concerns of a public issuer, strategic business planning, competition in a
global economy, and basic concepts of corporate finance.
• Experience or Achievement. Candidates must have demonstrated achievement in one or more fields
of business, professional, governmental, community, scientific or educational endeavor.
• Integrity. All candidates must be individuals of personal integrity and ethical character.
• Absence of Conflicts of Interest. Candidates should not have any interests that would materially
impair their ability to (i) exercise independent judgment, or (ii) otherwise discharge the fiduciary duties
owed as a director to the Company and its stockholders.
• Fair and Equal Representation. Candidates must be able to represent fairly and equally all
stockholders of the Company without favoring or advancing any particular stockholder or other
constituency of the Company.
• Oversight. Candidates are expected to have sound judgment, based on management or policy-making
experience that demonstrates an ability to function effectively in an oversight role.
• Available Time. Candidates must be prepared to devote adequate time to the Board and its
committees. It is expected that each candidate will be available to attend all meetings of the Board and
any committees on which the candidate will serve, as well as the Company’s annual meeting of
stockholders.
• Wide Array of Perspectives. Although we do not have a formal diversity policy, when considering
diversity in evaluating candidates, the Nominating and Governance Committee focuses on whether
candidates can contribute varied perspectives, skills, experiences and expertise to the Board. The
Nominating and Governance Committee will seek to promote an appropriate diversity on the Board of
professional background, experience, expertise, perspective, age, gender and ethnicity.

Evaluation of Nominees
The Nominating and Governance Committee will identify potential candidates for Board membership, when
applicable, through professional search firms and personal referrals. Candidacy for Board membership
requires the final approval of the Board. Each year, the Board proposes a slate of director nominees for
consideration by our stockholders, who elect the members of the Board at the annual meeting of
stockholders. Stockholders may also propose nominees for consideration by the Nominating and
Governance Committee by submitting the names and supporting information regarding proposed candidates
to the Company’s Secretary in accordance with the procedure for submitting stockholder nominations set
forth under “Recommendation of a Director Candidate for Consideration by the Nominating and Governance
Committee” below. Candidates are evaluated by the Nominating and Governance Committee through
recommendations, resumes, personal interviews, reference checks and other information deemed
appropriate by the Nominating and Governance Committee. The Nominating and Governance Committee

Semtech Corporation 2025 Proxy Statement | 25

DIRECTOR NOMINATIONS

will evaluate director candidates proposed by our stockholders in the same manner and using the same
criteria as used for any other director candidate.

Recommendation of a Director Candidate for Consideration by the Nominating and Governance

Committee
The Nominating and Governance Committee will consider recommendations for director nominations
submitted by stockholders. Submissions for the 2026 Annual Meeting of Stockholders (the “2026 Annual
Meeting”) must be received no later than March 7, 2026; must otherwise be made in accordance with our
Director Nominations Policy; and must contain the following information as specified in the policy:
(a) as to each person whom the stockholder proposes to nominate for election as a director:
(i) the information required by Item 401 of SEC Regulation S-K (generally providing for disclosure
of the name, address, any arrangements or understanding regarding nomination and five year
business experience of the proposed nominee, any directorships held during the past five
years, as well as information regarding certain types of legal proceedings within the past ten
years involving the nominee);
(ii) the information required by Item 403 of SEC Regulation S-K (generally providing for disclosure
regarding the proposed nominee’s ownership of securities of the Company); and
(iii) the information required by Item 404 of SEC Regulation S-K (generally providing for disclosure
of transactions between the Company and the proposed nominee valued in excess of a
specified limit and certain other types of business relationships with the Company).
(b) as to such stockholder giving notice:
(i) the name and address, including telephone number, of the recommending stockholder;
(ii) the number of the Company’s shares owned by the recommending stockholder and the time
period for which such shares have been held;
(iii) if the recommending stockholder is not a stockholder of record, a statement from the record
holder of the shares verifying the holdings of the stockholder and a statement from the
recommending stockholder of the length of time that the shares have been held; and
(iv) a statement from the stockholder as to whether the stockholder has a good faith intention to
continue to hold the reported shares through the date of the Company’s next annual meeting
of stockholders.
(c) additional items:
(i) describe all relationships between the proposed nominee and the recommending stockholder
and any agreements or understandings between the recommending stockholder and the
nominee regarding the nomination;
(ii) describe all relationships between the proposed nominee and any of the Company’s
competitors, customers, suppliers, or other persons with special interests regarding the
Company;
(iii) a statement supporting the stockholder’s view that the proposed nominee possesses the
minimum qualifications prescribed by the Company for nominees, and briefly describing the
contributions that the nominee would be expected to make to the board and to the governance
of the Company;
(iv) state whether, in the view of the stockholder, the nominee, if elected, would represent all
stockholders and not serve for the purpose of advancing or favoring any particular stockholder
or other constituency of the Company; and

26 | Semtech Corporation 2025 Proxy Statement

 DIRECTOR NOMINATIONS

(v) the consent of the proposed nominee to be interviewed by the Committee, if the Committee
chooses to do so in its discretion (and the recommending stockholder must furnish the
proposed nominee’s contact information for this purpose), and, if nominated and elected, to
serve as a director of the Company.

The Nominating and Governance Committee will only consider candidates who satisfy the Company’s
minimum qualifications for director, as set forth above and in our Director Nominations Policy, including that
directors represent the interests of all stockholders. One of the factors that will be taken into account in
considering a stockholder recommendation is the size and duration of the recommending stockholder’s
ownership interest in the Company and whether the stockholder intends to continue holding that interest
through the applicable annual meeting date. Stockholders should be aware that it is the general policy of the
Company to re-nominate qualified incumbent directors.

Semtech Corporation 2025 Proxy Statement | 27

STOCKHOLDER PROPOSALS
Stockholder Proposals to be Included in Next Year’s Proxy Statement
The Company must receive stockholder proposals for the 2026 Annual Meeting no later than December 25,
2025 in order to be considered for inclusion in the Company’s proxy materials. Stockholder proposals must
be submitted in writing to the Company’s Secretary at the Company’s headquarters at 200 Flynn Road,
Camarillo, California 93012. Any proposal must comply with the requirements of Rule 14a-8 under the
Exchange Act as to form and substance established by the SEC for such proposal to be included in the
Company’s proxy statement. If we change the date of the 2026 Annual Meeting by more than 30 days from
the anniversary of this year’s meeting, stockholder proposals must be received a reasonable time before we
begin to print and mail our proxy materials for the 2026 Annual Meeting.

Stockholder Proposals Not Intended for Inclusion in Next Year’s Proxy Statement and for
Nomination of Director Candidates
Under the Company’s Bylaws, a stockholder who wishes to nominate one or more persons for election to
our Board at the 2026 Annual Meeting or present a proposal at the 2026 Annual Meeting, but whose
stockholder proposal will not be included in the proxy materials we distribute for such meeting, must deliver
written notice not earlier than the close of business on February 5, 2025 nor later than the open of business
on March 7, 2025. However, in the event that the 2026 Annual Meeting is called for a date that is not within
twenty-five (25) days before or after the anniversary of the prior year’s annual meeting, notice by a
stockholder to be timely must be received not later than the close of business on the tenth day following the
day on which notice of the meeting was mailed or public disclosure was made, whichever occurs first. Notice
must be a proper matter for stockholder action under Delaware law and the stockholder delivering the notice
must be a stockholder of record on the date the required notice is given to the Company and on the record
date for the meeting. The required notice must be submitted in writing to the Company’s Secretary at the
Company’s headquarters at 200 Flynn Road, Camarillo, California 93012 and must contain the information
set forth in our Bylaws.

In accordance with the Company’s Bylaws, the foregoing deadline and notice requirements are also
intended to apply to and satisfy the notice requirements set forth in Rule 14a-19 under the Exchange Act,
including paragraph (b) thereunder, with respect to notice by a stockholder who intends to solicit proxies in
support of director nominees other than the Company’s nominees at the 2026 Annual Meeting.

28 | Semtech Corporation 2025 Proxy Statement

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

Cash Retainer Fees

During fiscal year 2025, the annual cash retainer fees payable to Non-Employee Directors pursuant to the
Director Compensation Policy were as follows:
Description Annual Retainer
Annual Retainer $55,000
Additional Retainer for Chair of the Board $70,000
Committee Chair Retainer
Audit Committee $25,000
Human Capital and Compensation Committee $20,000
Nominating and Governance Committee $10,000
Technology and Strategy Committee $10,000
Committee Retainer
Audit Committee $10,000
Human Capital and Compensation Committee $10,000
Nominating and Governance Committee $ 5,000
Technology and Strategy Committee $10,000

The committee retainer is payable to each member of a committee who is not also the Chair of that
committee. The Chair of a committee is entitled to receive only the committee chair retainer for that
particular committee. Fees are paid quarterly in advance. Directors are also reimbursed for their reasonable
expenses incurred in connection with their services.

Equity Award Grants

The equity awards made to Non-Employee Directors in fiscal year 2025 were made from our 2017 Long-
Term Equity Incentive Plan, as amended and restated April 18, 2024 (the “2017 Plan”). In accordance with
our Director Compensation Policy, Non-Employee Directors received equity awards during fiscal year 2025
on the following terms:

Annual Stock Unit Awards. On each July 1, each Non-Employee Director then in office is automatically
granted two awards of restricted stock units. The first award (the “Annual Non-Deferred RSU Award”) is for a
number of restricted stock units determined by dividing $90,000 by the per-share closing price (in regular
trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last
trading day preceding such date if the date of grant is not a trading day), rounded down to the nearest whole
unit. Each Annual Non-Deferred RSU Award vests in full on the earlier of (1) the one-year anniversary of the
date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s
stockholders for the year following the year of grant of the award, subject to the Non-Employee Director’s
continued service to the Company through such vesting date. To the extent then vested, restricted stock
units subject to an Annual Non-Deferred RSU Award are paid in an equal number of shares of the
Company’s common stock as soon as practicable following (and in all events within two and one-half
months after) the earlier to occur of (1) the one-year anniversary of the date of grant, or (2) the
Non-Employee Director’s separation from service on the Board, or (3) a change in control of the Company.

Semtech Corporation 2025 Proxy Statement | 29

DIRECTOR COMPENSATION

The second award of restricted stock units (the “Annual Deferred RSU Award”) is for a number of restricted
stock units determined by dividing $90,000 by the per-share closing price (in regular trading) of the
Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day
preceding such date if the date of the grant is not a trading day), rounded down to the nearest whole unit.

Each Annual Deferred RSU Award vests in full on the earlier of (1) the one-year anniversary of the date of
grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders
for the year following the year of grant of the award, subject to the Non-Employee Director’s continued
service to the Company through such vesting date. To the extent then vested, restricted stock units subject
to an Annual Deferred RSU Award are paid in cash as soon as practicable following (and in all events within
two and one-half months after) the Non-Employee Director’s separation from service on the Board, with the
cash payment for each vested restricted stock unit based on the per-share closing price (in regular trading)
of the Company’s common stock on the Nasdaq Stock Market on the payment date.

The Director Compensation Policy was amended by the Board in November 2024 to provide that, effective
with the date of the 2025 Annual Meeting, (a) annual equity awards will be granted entirely in the form of
Annual Non-Deferred RSU Awards (Annual Deferred RSU Awards are being eliminated from the award mix
for new Non-Employee Director award grants), and (b) the timing of the annual Non-Employee Director
equity award grants will change to immediately following each Annual Meeting of Stockholders rather than
on each July 1. Accordingly, immediately following each Annual Meeting of Stockholders, beginning with the
2025 Annual Meeting, each Non-Employee Director then serving on the Board will be granted an Annual
Non-Deferred RSU Award for a number of restricted stock units determined by dividing $180,000 by the
per-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on
the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day),
rounded down to the nearest whole unit. The Annual Non-Deferred RSU Awards will be settled in stock, and
will be subject to vesting, on the same terms as described above with respect to the Annual Non-Deferred
RSU Awards granted in fiscal year 2025.

Outstanding and unvested Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards accelerate
and vest (1) in full upon a change in control of the Company or should the Non-Employee Director’s service
with the Company terminate due to the director’s death or disability, or (2) as to a pro-rata portion of the
Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, should the
Non-Employee Director’s service with the Company terminate due to any reason other than the director’s
death or disability. In such circumstances, any pro-rata vesting is determined by multiplying (a) the total
number of restricted stock units subject to the Annual Non-Deferred RSU Award or the Annual Deferred
RSU Award, as applicable, by (b) a fraction (not greater than one), the numerator of which is the number of
calendar days in the period beginning with the applicable grant date of the award through and including the
date of the director’s termination of services, and the denominator of which is the number of calendar days
in the period beginning with the applicable grant date of the award through and including the first July 1 that
occurs after the applicable grant date of the award (or, as to awards granted in connection with or following
the 2025 Annual Meeting, through and including the first anniversary of the Annual Meeting of Stockholders
that coincided with (or, if the grant date of the award was other than on the date of an Annual Meeting of
Stockholders, last preceded) the applicable grant date of the award). Any restricted stock units subject to the
Annual Non-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, that are not vested on
the date of the Non-Employee Director’s termination of service with the Company (after giving effect to any
accelerated vesting as described above) will be forfeited upon the Non-Employee Director’s termination of
service as a director for any reason.

Non-Employee Directors are entitled to receive dividend equivalents with respect to outstanding and unpaid
restricted stock units subject to Annual Non-Deferred RSU Awards and Annual Deferred RSU Awards.
Dividend equivalents, if any, are paid in the form of a credit of additional restricted stock units that are
subject to the same vesting, payment and other provisions as the underlying restricted stock units.

30 | Semtech Corporation 2025 Proxy Statement

 DIRECTOR COMPENSATION

Initial Equity Awards. Each Non-Employee Director who is initially elected or appointed to the Board
(and who was not an employee of the Company or one of its subsidiaries immediately prior to joining the
Board) receives an initial non-deferred restricted stock unit award (“Initial Non-Deferred RSU Award”) and an
initial deferred restricted stock unit award (“Initial Deferred RSU Award”). For a Non-Employee Director
initially elected or appointed to the Board after the 2024 Annual Meeting, the award will be entirely an Initial
Non-Deferred RSU Award. However, if such a Non-Employee Director is initially elected or appointed to the
Board on a July 1, (or, beginning with the 2025 Annual Meeting, on the date of an Annual Meeting of
Stockholders), the Non-Employee Director will not receive an Initial Non-Deferred RSU Award or an Initial
Deferred RSU Award as the Non-Employee Director would be entitled to an Annual Non-Deferred RSU
Award or an Annual Deferred RSU Award by virtue of being in office on such date.

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

Stock Ownership Guidelines and Equity Award Holding Period Requirements

To further our objective of aligning the interests of our Non-Employee Directors with those of our
stockholders, the Company maintains stock ownership guidelines for our Non-Employee Directors. Under
these guidelines, each of our Non-Employee Directors is to maintain a level of equity ownership of the
Company (which may include shares of the Company’s stock owned by the director, by the director’s spouse
or minor children residing with the director, or in a trust for estate or tax planning purposes that is revocable
by the director or the director’s spouse, restricted stock, and restricted stock units) that has a market value
equal to three times the Non-Employee Director’s annual cash retainer for service on the Board (not
including any additional retainer paid for participation on any committee of the Board or for serving as Chair
of any such committee). The applicable ownership level is expected to be achieved within four years of the
Non-Employee Director joining the Board. As of the end of fiscal year 2025, each of our then Non-Employee
Directors met their required level of equity ownership of the Company under our stock ownership guidelines
or was still within the initial four-year compliance period.

Director Deferred Compensation Plan

The Board approved the Company’s Director Deferred Compensation Plan (“Director Deferred Compensation
Plan”) in November 2024. The Director Deferred Compensation Plan permits a Non-Employee Director to elect

Semtech Corporation 2025 Proxy Statement | 31

DIRECTOR COMPENSATION

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

The Board from time to time may amend our Director Compensation Policy, Non-Employee Directors stock
ownership guidelines, and Director Deferred Compensation Plan.

DIRECTOR COMPENSATION – FISCAL YEAR 2025

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

NON-EMPLOYEE DIRECTOR COMPENSATION – FISCAL YEAR 2025 (1)

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

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

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

32 | Semtech Corporation 2025 Proxy Statement

 DIRECTOR COMPENSATION

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

Number of Outstanding Number of Outstanding

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

Semtech Corporation 2025 Proxy Statement | 33

BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the number of shares of the Company’s common stock beneficially owned as of
April 11, 2025, the Record Date for the Annual Meeting, by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of our common stock, each of our directors,
each of our NEOs (as defined herein) and all directors and executive officers as a group. Unless otherwise
noted, all information regarding stockholders who are not directors or officers of the Company is based on
the Company’s review of information filed with the SEC on Schedule 13D or 13G, which information is as of
the date specified. The amounts and percentages of common stock beneficially owned are reported on the
basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the
rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares
“voting power,” which includes the power to vote or to direct the voting of such security, or “investment
power,” which includes the power to dispose of or direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60 days. Unless otherwise indicated below, to the Company’s knowledge, all persons listed
have sole voting and investment power with respect to their shares.

Unless otherwise noted below, the address of each beneficial owner listed in the table is in care of Semtech
Corporation, 200 Flynn Road, Camarillo, California 93012.
Beneficial Ownership of
Common Stock
Name and Address of Beneficial Owner Number of Shares % (11)
BlackRock Inc. (1)
50 Hudson Yards, New York, NY 10001 11,212,531 12.9
The Vanguard Group (2)
100 Vanguard Blvd., Malvern, PA 19355 8,327,292 9.6
Ameriprise Financial, Inc. and affiliates (3)
145 Ameriprise Financial Center, Minneapolis, MN 55474 5,708,921 6.6
Directors and NEOs:
Martin S.J. Burvill, Director (4) 10,409 *
Rodolpho C. Cardenuto, Director (4) 13,083 *
Gregory M. Fischer, Director (4) 5,391 *
Saar Gillai, Director (4) 13,123 *
Hong Q. Hou, Director, President and Chief Executive Officer 3,534 *
Ye Jane Li, Director (4) 16,014 *
Paula LuPriore, Director (4) 10,409 *
Julie G. Ruehl, Director (4) 5,979 *
Paul V. Walsh, Jr., Director (4) 27,279 *
Mark Lin, Executive Vice President and Chief Financial Officer (5) 26,435 *
Madhusudhan Rayabhari, Senior Vice President and General Manager, Analog Mixed
Signal and Wireless (6) 67,012 *
Asaf Silberstein, Executive Vice President and Chief Operating Officer (7) 116,092 *
Paul H. Pickle, Former President and Chief Executive Officer (8) 19,673 *
Mark Russell, Former Senior Vice President, Global Sales and Marketing (9) 16,826 *
All Current Directors and Executive Officers as a group (16 persons) (10) 420,033 *

* Less than 1%
(1) As reported the Schedule 13G/A filed on November 12, 2024 by BlackRock Inc. to reflect its beneficial ownership as of
September 30, 2024. BlackRock Inc. reported sole voting power with respect to 11,107,970 shares and sole dispositive power with
respect to 11,212,531 shares, as the parent company of the following subsidiaries which hold the shares: Aperio Group, LLC,

34 | Semtech Corporation 2025 Proxy Statement

 BENEFICIAL OWNERSHIP OF SECURITIES

BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock
Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial
Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management,
LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment
Management (Australia) Limited, and BlackRock Fund Managers Ltd. According to the Schedule 13G/A, BlackRock Fund Advisors
beneficially owns 5% or greater of the outstanding shares reported as beneficially owned by BlackRock Inc.

(2) As reported in the Schedule 13G/A filed February 13, 2024 by The Vanguard Group to reflect its beneficial ownership as of
December 29, 2023. The Vanguard Group reported shared voting power over 42,212 shares, sole dispositive power over
8,214,284 shares and shared dispositive power over 113,008 shares.

(3) As reported in the Schedule 13G/A filed February 14, 2025 by Ameriprise Financial, Inc. and Columbia Management Investment
Advisers, LLC to reflect their beneficial ownership as of December 31, 2024. Ameriprise Financial, Inc. reported shared voting
power over 5,459,533 shares and shared dispositive power over 5,708,921 shares, and Columbia Management Investment
Advisers, LLC reported shared voting power over 5,318,831 shares and shared dispositive power over 5,365,038 shares.

(4) Includes 2,857 restricted stock units scheduled to vest within 60 days of April 11, 2025.

(5) Includes 12,321 restricted stock units scheduled to vest within 60 days of April 11, 2025.

(6) Includes 10,897 restricted stock units scheduled to vest within 60 days of April 11, 2025.

(7) Includes 12,004 restricted stock units scheduled to vest within 60 days of April 11, 2025.

(8) Based solely on the Form 4 filed on April 2, 2024 by Mr. Pickle. In addition, Mr. Pickle may have beneficial ownership of an
additional 97,786 shares of the Company’s common stock, obtained in connection with the vesting of employment-related equity
awards.

(9) Based solely on the Form 4 filed on March 7, 2025 and the Form 144 filed on March 21, 2025 by Mr. Russell.

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

(11) The ownership percentage is based on 86,622,840 shares outstanding as of April 11, 2025 and the numerator and denominator
include the shares, which the holder has the right to acquire within 60 days thereof through the exercise of stock options or vesting
of restricted stock. Although the shares that could be acquired by a holder are deemed to be outstanding in calculating the
ownership percentage of that holder and of the group, they are not deemed to be outstanding as to any other holder. No named
holder holds unvested restricted stock as to which the holder has voting power.

Semtech Corporation 2025 Proxy Statement | 35

DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s officers and directors, as well as persons who
own more than ten percent of the outstanding shares of the Company’s common stock, to file with the SEC
reports of their initial ownership of the Company’s common stock and subsequent changes in their
ownership. Based solely on a review of reports filed with the SEC and related written representations, the
Company believes that its officers, directors and greater than ten percent owners timely filed all reports they
were required to file under Section 16(a) since January 29, 2024, with the exception of (i) a Form 4 filed late
on May 10, 2024 for William Ross Gray, (ii) a Form 4 filed late on May 10, 2024 for Madhusudhan
Rayabhari, (iii) a Form 3 filed late on June 25, 2024 for Imran Sherazi, (iv) a Form 3 filed late on March 21,
2025 for Jason Elliot Green, (v) a Form 4 filed late on April 1, 2025 for William Ross Gray, and (vi) a Form 4
filed late on April 1, 2025 for Madhusudhan Rayabhari.

36 | Semtech Corporation 2025 Proxy Statement

EXECUTIVE OFFICERS
The following table sets forth information with respect to our executive officers and their ages as of the date
of this Proxy Statement. No executive officer is related by blood, marriage, or adoption to any director,
executive officer or person chosen to become a director or executive officer. No arrangements or
understandings exist between any executive officer and any other person pursuant to which such person
was selected as an executive officer. Further, there are no legal proceedings to which any of our executive
officers are a party adverse to us or any of our subsidiaries or in which any such person has a material
interest adverse to us or any of our subsidiaries.

Age as of
Name April 24, 2025 Position
Hong Q. Hou 61 President and Chief Executive Officer
Mark Lin 49 Executive Vice President and Chief Financial Officer
Ross Gray 55 Senior Vice President and General Manager, IoT Systems and Connectivity
Jason Green 52 Executive Vice President and Chief Commercial Officer
Madhusudhan 58 Senior Vice President and General Manager, Analog Mixed Signal and Wireless
Rayabhari
Imran Sherazi 52 Senior Vice President and General Manager, Signal Integrity Products Group
Asaf Silberstein 55 Executive Vice President and Chief Operating Officer
J. Michael Wilson 69 Chief Quality Officer and Chief Technology Officer

Biographical information regarding Dr. Hou is set forth above under the caption “Election of Directors
(Proposal Number 1)”.

Mr. Lin joined the Company in October 2023 as Executive Vice President and CFO. Before joining Semtech,
Mr. Lin served as Vice President and Corporate Controller of MKS Instruments, Inc., a global provider of
foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging,
and specialty industrial applications from November 2019 to October 2023. Previously, Mr. Lin was with
Microsemi Corporation from June 2005 until July 2019, holding various accounting and finance roles,
including Vice President, Finance and Corporate Controller, a position he assumed in 2014.

As of March 17, 2024, Mr. Gray’s title was changed to Senior Vice President and General Manager of the
IoT Systems and Connectivity Products Group. Mr. Gray joined the Company as Vice President and General
Manager of IoT Connected Services in January 2023, following Semtech’s acquisition of Sierra Wireless,
Inc. Mr. Gray is responsible for all managed connectivity and Cloud services for the IoT market. Most
recently at Sierra Wireless, Inc., he served as Vice President for Connectivity Solutions from July 2020 to
January 2023. Mr. Gray held several roles at Sierra Wireless, Inc. since December of 2000 including product
and marketing roles in embedded modules, software, cloud, and connectivity solutions, and led areas of
strategy and market development including M&A. Mr. Gray has extensive global experience leading
international teams and customers, including several years based in Europe.

Mr. Green joined the Company on February 10, 2025 as Executive Vice President and Chief Commercial
Officer. Before joining Semtech, Mr. Green was managing partner at Stratosphere Management, where he
advised Fortune 1000 companies on business transformation, operational turnarounds, and growth
strategies. Previously, Mr. Green led the go-to-market transformation at National Instruments Corp. (now
part of Emerson Electric Co.) as executive vice president, chief revenue officer and business unit general
manager, positioning the company as a market leader. Earlier in his career, Mr. Green spent two decades at
Maxim Integrated (now part of Analog Devices), where he served as vice president of Americas sales and
applications, global distribution, and strategic accounts, playing a pivotal role in scaling the company’s
growth.

Semtech Corporation 2025 Proxy Statement | 37

EXECUTIVE OFFICERS

Mr. Rayabhari has been the Senior Vice President and General Manager of Analog Mixed Signal and
Wireless Products Group since December 2022. Mr. Rayabhari had been promoted to Senior Vice President
and General Manager of Protection Products Group effective March 8, 2022, having previously served
as Vice President and General Manager of the Protection Products Group since October 2020. From 2015
to 2020, he served as Vice President of Marketing and Business Development for the Protection Products
Group. Previously, he had been the Vice President of Marketing and Applications for Power Products since
joining the Company in 2012. Prior to joining Semtech, Mr. Rayabhari had served in senior management
roles at Geo Semiconductor Inc., Microsemi Corp. and PowerDsine Ltd. He also previously held various
marketing, applications and product development roles at Fairchild Semiconductor, Inc. and National
Semiconductor Corp. (acquired by Texas Instruments Incorporated). He brings over 25 years of
semiconductor industry experience.

Mr. Sherazi has been the Senior Vice President and General Manager of Signal Integrity Products Group
since September 2023. Prior to this role, Mr. Sherazi served as Vice President of Business Development
and Strategy in Semtech’s Signal Integrity Products Group. Since joining the company upon Semtech’s
2012 acquisition of Gennum Corporation, Mr. Sherazi has held numerous leadership roles in M&A and
marketing. Previously, Mr. Sherazi led product marketing, definition and strategy at Gennum Corporation.

Mr. Silberstein became Executive Vice President and Chief Operating Officer in March 2023. Mr. Silberstein
was previously Executive Vice President, Worldwide Operations and Information Technology since March
2019. Mr. Silberstein was Senior Vice President, Worldwide Operations and IT from November 2016 to
March 2019. His role was expanded in November 2016 to include the area of IT. Mr. Silberstein was
promoted to Senior Vice President, Worldwide Operations in February 2013. He became Vice President,
Worldwide Operations in March 2011. Prior to that, Mr. Silberstein was Vice President, Operations, a
position he held since he joined the Company in December 2010. Prior to joining the Company, he was
employed from 2007 to 2010 at Microsemi Corp. as Vice President Global Operations in its Analog Mixed
Signal Division. Prior to Microsemi, he was Vice President Operations from 2000 to 2005 and Chief
Operating Officer from 2005 to 2007 at PowerDsine, Israel, when PowerDsine was acquired by Microsemi.
He also previously served in various positions at 3Com Corp. and ECI Telecom Ltd.

Mr. Wilson became Chief Quality Officer and Chief Technology Officer in February 2024. Mr. Wilson was
previously Executive Vice President and Chief Quality Officer since March 2019. Mr. Wilson had previously
been the Executive Vice President, Quality and Reliability since February 2013. Prior to his promotion,
Mr. Wilson was Senior Vice President, Quality and Reliability, a position he held since November 2011.
Mr. Wilson was appointed Senior Vice President and Chief Technology Officer in May 2008 after serving as
Senior Vice President of Power Management Products since June 2007 and serving as Vice President of
that unit since 2001. He joined the Company as the result of the 1995 acquisition of ECI Semiconductor
where he was Vice President and Chief Operating Officer. He has more than 20 years of experience in the
semiconductor industry in a broad range of technical and management positions.

38 | Semtech Corporation 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS
This section contains a discussion of the material elements of compensation awarded to, earned by or paid
to our CEO, our CFO, and our three other most highly-compensated executive officers who were still serving
as executives at the end of fiscal year 2025, as well as our former CEO, for services rendered during fiscal
year 2025. These individuals are referred to as our “Named Executive Officers,” or “NEOs,” in this Proxy
Statement. Our NEOs who were still serving as executive officers at the end of fiscal year 2025 were:

Name Title
Hong Q. Hou President and Chief Executive Officer
Mark Lin Executive Vice President and Chief Financial Officer
Madhusudhan Rayabhari Senior Vice President and General Manager, Analog Mixed Signal and Wireless
Mark Russell Senior Vice President, Global Sales and Marketing
Asaf Silberstein Executive Vice President and Chief Operating Officer

Dr. Hou was appointed President and CEO, effective as of June 6, 2024.

Mr. Russell separated from employment with the Company on March 6, 2025.

Our NEOs also include Paul H. Pickle, who served as our President and CEO during fiscal year 2025 until
June 6, 2024 and his employment with the Company was terminated effective July 6, 2024.

FISCAL YEAR 2025 NAMED EXECUTIVE OFFICER COMPENSATION

The general structure of compensation awarded to our Named Executive Officers for fiscal year 2025 was
similar to the approach in fiscal year 2024. However, we increased our emphasis on the achievement of
specific financial performance goals in our incentive programs which we believe contribute to the long-term
growth of the Company. In addition to base salary, there were three components of the short- and long-term
incentive opportunities generally awarded to our Named Executive Officers.

Compensation Component Summary of Key Terms

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

* See Exhibit A for information about how to calculate non-GAAP adjusted operating income and a reconciliation of non-GAAP
adjusted operating income to the most directly comparable GAAP measure.

We entered into an employment agreement with Dr. Hou in connection with his appointment as our
President and CEO during fiscal year 2025. The terms of the employment agreement were negotiated with
Dr. Hou and are summarized in the “Employment Agreements” and “Potential Payments on Termination or
Change in Control” sections below.

Semtech Corporation 2025 Proxy Statement | 39

COMPENSATION DISCUSSION AND ANALYSIS

2024 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT

The Company’s stockholders are provided with an opportunity to cast an annual non-binding advisory vote
on the Company’s executive compensation program through a say-on-pay proposal. At the Company’s
Annual Meeting of Stockholders held in June 2024, approximately 97.3% of the votes cast approved the
executive compensation for our NEOs as described in our proxy statement for that annual meeting.

After consideration of the positive result of the say-on-pay vote at the Company’s Annual Meeting of
Stockholders held in June 2023 (the most recent voting results available when the executive compensation
program was designed for fiscal year 2025) and feedback received from stockholders the Human Capital
and Compensation Committee determined that the Company’s executive compensation policies would be
similar for fiscal year 2025 to those in effect for fiscal year 2024, and that certain changes to further align
pay with performance would be made for fiscal year 2025. As described in more detail below, we modified
our fiscal year 2025 Executive Bonus Plan in order to emphasize pay-for-performance using objective
performance measures and to provide consistency within the management team. Also as described in more
detail below, our fiscal year 2025 equity award mix for the executive team included Performance-Based
Units (“PSUs”) which vest based on our net sales and non-GAAP adjusted operating income, as well as a
modifier based on our relative total stockholder return (“TSR”) over a three-year performance period.

As part of its annual process, the Human Capital and Compensation Committee will continue to reach out to
and engage with the Company’s stockholders to seek their feedback or to review their voting guidelines and
to consider the outcome of the Company’s say-on-pay proposals when making future compensation
decisions for the NEOs.

OUR GUIDING COMPENSATION PRINCIPLES

Core Philosophy
Our Human Capital and Compensation Committee believes that Company growth, financial performance,
and increasing stockholder value depend to a significant degree on our ability to structure a compensation
program that enables us to: (1) align the interests of our executives with the interests of our stockholders;
(2) hold our executives accountable for performance, with appropriate performance-based rewards earned
in return for superior performance and the risk of reduced or no payment or vesting for those awards if
performance falls short of targeted levels; and (3) attract, retain, and motivate qualified and high-performing
executives.

Core Components of Compensation and Compensation Levels

To achieve our executive compensation objectives, we have three primary components to our executive
compensation program: (1) base salary; (2) annual cash incentive opportunities; and (3) long-term equity
incentive awards. In setting specific base salary, target annual cash incentive and equity award levels for
each NEO, the Human Capital and Compensation Committee considers our core executive compensation
philosophy and considers and assesses, among other factors it may consider relevant, the following:
• The compensation levels at our Peer Group of companies (described below) for comparable positions;
• Various subjective factors relating to the individual recipient – the executive’s scope of responsibility,
prior experience, past performance, advancement potential, impact on results, and compensation level
relative to other Company executives; and
• For equity awards, the executive’s historical total compensation, including prior equity grants, tenure
with the Company, the number and value of unvested shares and the timing of vesting of those awards,
the expense to the Company for equity grants under applicable accounting standards, equity expense
measured as a percentage of non-GAAP adjusted operating income, and the potential dilutive effect
such grants may have on existing stockholders.

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The Human Capital and Compensation Committee gives no single factor any specific weight. Each
executive’s compensation level, as well as the appropriate mix of equity award types and other
compensation elements, ultimately reflects the Human Capital Compensation Committee’s business
judgment in consideration of these factors and stockholder interests.

The Human Capital and Compensation Committee assesses executive compensation developments at
companies in our Peer Group, and in the market generally, and has the right to change our executive
compensation philosophy, components, levels, and structure from time to time as it may determine are in the
best interests of the Company and our stockholders.

The following table presents the key elements of our executive compensation programs:

Key Elements of Compensation

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

Distribution of Compensation
The Human Capital and Compensation Committee distributes compensation among each of the core
elements on the basis of the element’s usefulness to meet one or more of our compensation objectives. The
Human Capital and Compensation Committee believes that for our executive officers, a significant
proportion of total compensation should consist of (1) variable, performance-based components, such as
annual cash incentives, which can increase or decrease to reflect changes in corporate and, on occasion,
business unit or individual performance on an annual basis, and (2) equity compensation, which is
structured to reinforce and encourage management’s commitment to enhancing financial performance and
stockholder value over the long-term, with a greater emphasis placed on long-term performance and linking
executives’ interests to our stockholders’ interests.

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COMPENSATION DISCUSSION AND ANALYSIS

For fiscal year 2025, total compensation (based on each NEO’s base salary for fiscal year 2025, fiscal year
2025 target short-term annual cash incentive, and grant date fair value (as reported in the Summary
Compensation Table) of equity awards granted in fiscal year 2025) for Dr. Hou and for the Company’s other
NEOs who were still employed with us at the end of the fiscal year was distributed as follows:

Dr. Hou Other Named

Executive Officers

9%
6% Target Annual 12%
10%
Base Salary Cash Incentive Base Salary
Target Annual
Cash Incentive

83% 79%
Equity Awards Equity Awards

Pay-for-Performance Philosophy
Our compensation program is designed to drive behavior that supports sustained stockholder returns and
effective pay-for-performance outcomes over time. To achieve this objective, the executive compensation
program approved by our Human Capital and Compensation Committee: (1) emphasizes, as noted above,
both performance-based compensation (through annual cash incentives and performance-based stock
awards) and equity compensation (through time-based and performance-based stock awards); (2) balances
short-term performance incentives provided by the annual cash incentive plan with long-term performance
incentives provided by equity awards; (3) balances the use of absolute performance metrics and relative
performance metrics evaluated against selected peers; and (4) balances the use of formula-based
performance criteria versus criteria involving the exercise of judgment by the Human Capital and
Compensation Committee.

The Human Capital and Compensation Committee believes that executive compensation should be based
primarily on objectively determinable factors both for the Company on its own, as well as in comparison to
peer companies. Performance goals include net sales, non-GAAP adjusted operating income and TSR. The
Human Capital and Compensation Committee also believes that executive compensation should have a
component based additionally, although not primarily, on subjective factors, such as leadership, how well
each executive helps the Company achieve its strategic goals, each executive’s ability to attract, retain and
develop key talent, and how each executive’s efforts contribute to enhancing the Company’s relationship
and status with the investor community. The use of both objective and subjective factors, however, does not
prevent the Human Capital and Compensation Committee from adjusting compensation up or down if, after
considering all of the relevant circumstances, it believes total compensation can be structured to better
serve our stockholders’ interests.

Our executive compensation philosophy has historically reflected a combination of rigorous performance
goals and short- and long-term incentive opportunities that are at least equal to the median for comparable
positions in our Peer Group. As an example of the rigor of our executive compensation goals, our Executive
Bonus Plan again paid out below the targeted level.

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 COMPENSATION DISCUSSION AND ANALYSIS

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

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DECISION-MAKING PROCESS

Role of the Human Capital and Compensation Committee and Management
All decisions regarding compensation of our executive officers are made by the Human Capital and
Compensation Committee. The Human Capital and Compensation Committee provides regular updates to
the Board regarding its decisions.

Our CEO provides recommendations to the Human Capital and Compensation Committee regarding the
compensation of our executive officers (other than for himself). Our CEO further participates in the executive
compensation decision-making process as follows:
• Presents overall results of the Company’s performance and achievement of historical and go-forward
business objectives and goals from management’s perspective;
• Provides evaluations for other executive officers (including our NEOs, other than himself); and
• Reviews peer group information and compensation recommendations and provides feedback regarding
the potential impact of proposed compensation decisions (other than regarding himself).

Our CFO evaluates the financial implications of the Company’s compensation programs. Other executive
officers (including other NEOs) may periodically participate in the compensation process and in Human
Capital and Compensation Committee meetings at the invitation of the Human Capital and Compensation
Committee to advise on performance and/or activity in areas with respect to which these executive officers
have particular knowledge or expertise. None of our NEOs are members of the Human Capital and
Compensation Committee or otherwise had any role in determining the compensation of the NEOs.

Role of Committee Advisors

The Human Capital and Compensation Committee may engage the services of outside advisors, experts
and others to assist in analysis and decision making. Additionally, the Human Capital and Compensation
Committee evaluates our compensation policies and practices in comparison to the published standards,
market and peer group norms, and guidelines of third-party proxy advisory services used by many
institutional investors. During fiscal year 2025, the Human Capital and Compensation Committee engaged
the services of Compensia as an independent executive compensation advisor.

During fiscal year 2025, Compensia provided support on the following matters:
• the review and analysis of the compensation for our executive officers, including our CEO and the other
NEOs;
• the research, development, and review of our executive compensation peer group;
• the determination of payouts under our performance-based equity awards; and
• advised the Human Capital and Compensation Committee on trends in compensation plans,
compensation governance, and relevant regulatory matters.

During fiscal year 2025, Compensia also provided advice with respect to the new employment agreement for
Dr. Hou as described below. The Human Capital and Compensation Committee also engaged the services
of Semler Brossy during fiscal year 2025 to provide input on the design of the performance-based equity
awards we granted during the year.

Compensia and Semler Brossy did not provide any additional services or products to the Company during
fiscal year 2025 beyond the services relating to its support of the Human Capital and Compensation
Committee. The Human Capital and Compensation Committee reviewed the services provided by
Compensia and Semler Brossy and considered the factors prescribed by the SEC and The Nasdaq Stock

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 COMPENSATION DISCUSSION AND ANALYSIS

Market to assess the independence of these compensation advisors. Based on its review, the Human
Capital and Compensation Committee determined that no conflicts of interest exist between the Company
and either Compensia or Semler Brossy and believes that these compensation advisors are independent.

Role of Peer Companies

The Human Capital and Compensation Committee considers various factors and criteria when determining
annual salary, target annual cash incentive levels and target annual long-term incentive award values for
executives, including compensation practices at selected peer companies and industry survey data provided
by our compensation consultant. The applicable group of peer companies is selected annually for use as the
comparative pool by the Human Capital and Compensation Committee during the course of the fiscal year.
The peer company information assists the Human Capital and Compensation Committee and the Company
in identifying and understanding how our competitors and industry-comparable companies compensate their
executives, and in determining how the Company’s compensation packages compare to industry and
market-competitive amounts. In addition to aiding us with compensation related actions and decisions, this
peer company evaluation is also informative in providing compensation information that supports potential
recruitment and retention of executives by the Company. Because the peer companies do not universally
report data for positions comparable to each of our NEOs, the Human Capital and Compensation Committee
also reviewed market data from the Radford Global Technology survey. The Human Capital and
Compensation Committee refers to the survey data generally and does not focus on any particular company
within the survey (other than the peer companies noted below).

In selecting our fiscal year 2025 peer group companies, the Human Capital and Compensation Committee
focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general
size and business characteristics, and, like us, focus their business on analog and mixed-signal
semiconductors and integrated circuits. Because of consolidation in the industry, there are fewer publicly-
traded companies in the semiconductor industry based in the U.S. To increase the number of companies
that could potentially be considered as peer companies, the Human Capital and Compensation Committee
also considered publicly-traded companies based in the U.S. that are similar to us in terms of the other
factors noted above, but are in an expanded industry profile that included manufacturers of equipment used
to make semiconductors. Additionally, the Human Capital and Compensation Committee generally sought to
limit the group of peer companies to those that have annual revenue between 50% and 200% of the
Company’s annual revenue and market capitalization between 33% and 300% of the Company’s market
capitalization at the time of the peer selection. The Human Capital and Compensation Committee selected
the following companies as the peer group of companies for purposes of its fiscal year 2025 executive
compensation determinations (collectively, the “Peer Group”):

ADTRAN Holdings, Inc. Digi International, Inc. MaxLinear, Inc.

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

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

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COMPENSATION DISCUSSION AND ANALYSIS

COMPONENTS OF OUR FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM

Annual Salary
Annual salaries are intended to provide a base level of compensation to executive officers for serving as the
senior management of the Company and are paid to our executives in recognition of the skills, experience
and day-to-day contributions the executive makes to the Company. Salaries for our NEOs are generally
reviewed by the Human Capital and Compensation Committee on an annual basis. Each review does not
necessarily result in an adjustment. However, as deemed appropriate at any time to help ensure ongoing
market competitiveness in annual salary as an element of total compensation, the Human Capital and
Compensation Committee may elect to provide for adjustments in annual salary. In setting base salary
levels for our NEOs, the Human Capital and Compensation Committee considers the factors noted above
under “Core Components of Compensation and Compensation Levels” and prior changes to the executive’s
compensation. For newly-hired executives, the Human Capital and Compensation Committee also considers
the executive’s compensation history and the compensation required to attract the executive to the
Company. There is no specific weighting applied to any of these factors in setting annual salaries and the
process ultimately relies on the subjective exercise of the Human Capital and Compensation Committee’s
judgment.

In March 2024, the Human Capital and Compensation Committee approved salaries for our NEOs for fiscal
year 2025 as detailed below (except for Dr. Hou, as his salary level was effective when he was appointed
President and CEO at the level provided in his employment agreement with the Company):
FY24 FY25
Annual Annual
Named Executive Officer Salary Salary
Dr. Hou N/A $650,000
Mr. Lin $420,000 $420,000
Mr. Silberstein $455,000 $455,000
Mr. Rayabhari $375,000 $400,000
Mr. Russell $350,000 $350,000
Mr. Pickle $650,000 $650,000

The Human Capital and Compensation Committee determined that the salary levels that had been in effect
for fiscal year 2024 for the NEOs who had been employed by the Company in fiscal year 2024 continued to
be appropriate for fiscal year 2025, except the Committee approved a salary increase for Mr. Rayabhari to
better align his salary level with competitive salary levels for similar positions at the Peer Group companies.
As disclosed in our 2024 Proxy Statement, in November 2023 the Human Capital and Compensation
Committee approved that the calendar year 2024 annual base salary level for Mr. Silberstein would be
reduced from $455,000 to $409,500, and on January 2, 2024, Mr. Silberstein was granted an RSU award for
a number of shares of our common stock calculated based on the amount of such salary reduction. This
reduction is not reflected in the table above, and Mr. Silberstein’s annual salary level returned to $455,000
effective January 1, 2025.

Executive Bonus Plan

Annual cash incentive awards are designed to motivate executive officers to achieve certain strategic,
operational, and financial goals which can be evaluated on an annual basis. Annual cash incentive goal
setting is done as part of the annual fiscal year business planning activity of the Company. Company
business goals are established each fiscal year by an interactive process between the Board and
management. The end result of this annual business planning process is the Company’s fiscal year Annual
Business Plan (“ABP”).

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As part of the process used by the Human Capital and Compensation Committee in reviewing the fiscal year
ABP, the Human Capital and Compensation Committee reviews the goals of each NEO with respect to their
business unit or corporate function. The Human Capital and Compensation Committee also reviews the
fiscal year ABP in light of available business intelligence, forecasts, and projections with the objective that, in
the judgment of the Human Capital and Compensation Committee, superior performance would be required
to achieve the key financial objectives established for the program.

Each executive has a target annual cash incentive potential that is set as a percentage of annual base
salary. That target annual cash incentive is set by the Human Capital and Compensation Committee for
each executive officer position after considering the factors noted above under “Core Components of
Compensation and Compensation Levels” and the target annual cash incentive levels of comparable
positions among our Peer Group. There is no specific weighting applied to any of these factors in setting the
target annual cash incentive levels and the process ultimately relies on the subjective exercise of the Human
Capital and Compensation Committee’s judgment.

As noted above, the Human Capital and Compensation Committee sets what it believes to be aggressive
annual business plan goals for the cash incentive plan. Consistent with this approach, annual cash
incentives for our NEOs generally paid out at or below targeted levels for fiscal year 2023, there were no
payouts for fiscal year 2024, and payouts were again below targeted levels for fiscal year 2025.

Fiscal Year 2025 Executive Bonus Plan

Our NEOs participated in the fiscal year 2025 annual cash incentive program (referred to herein as the
“Executive Bonus Plan”). The Executive Bonus Plan provided each executive with an opportunity to earn an
incentive based on the Company’s performance for the fiscal year in relation to certain pre-established
annual financial goals. To provide a consistent set of goals for the management team, the Human Capital
and Compensation Committee determined that all of our NEOs (including the CEO) would participate in the
same bonus plan with the same corporate financial performance goals for fiscal year 2025.

For fiscal year 2025, the target annual cash incentive potential (expressed as a percentage of base salary)
for each of our NEOs was as follows:

Target Annual Cash

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

These target incentives for fiscal year 2025 were the same level as for fiscal year 2024 for each NEO
(except for Dr. Hou whose target incentive was set at the level provided in his employment agreement).

For fiscal year 2025 the Human Capital and Compensation Committee determined that corporate financial
performance for purposes of the Executive Bonus Plan would be based on 50% on net sales and 50% non-
GAAP adjusted operating income. The Human Capital and Compensation Committee included non-GAAP
adjusted operating income as a performance measure in the executive compensation program because it
believes non-GAAP adjusted operating income is currently the best measure of the Company’s core
operating performance, as it reflects the essential results of ongoing base business functions and results

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COMPENSATION DISCUSSION AND ANALYSIS

without the impact (positive or negative) of extraordinary and non-operational matters. The Human Capital
and Compensation Committee further believes that non-GAAP adjusted operating income focuses
performance on the parallel objectives of increasing revenue and controlling operating expenses. The
Human Capital and Compensation Committee includes net sales as a performance measure in the
executive compensation program to focus executives on revenue growth which is important over the
long-term to grow stockholder value. The Human Capital and Compensation Committee also retained broad
discretion to adjust (up or down, including withholding entirely) part or all of a proposed annual cash
incentive payment.

The target set for fiscal year 2025 non-GAAP adjusted operating income was $159 million, which was
approximately 72% higher than our non-GAAP adjusted operating income achieved for fiscal year 2024 as
taken into account in determining fiscal year 2024 bonuses for the NEOs. In the judgment of the Human
Capital and Compensation Committee in light of available business intelligence, forecasts and projections at
the time it established this goal, superior performance would be required to achieve the goal. The Human
Capital and Compensation Committee also established a scoring matrix to determine the percentage of the
percentage of the NEO’s annual target incentive that would be payable based on actual fiscal year 2025
non-GAAP adjusted operating income performance against the fiscal year 2025 target of $159 million as
follows:

Non-GAAP Adjusted Operating Income as a Percentage of the Target Payout Percentage

Below 50% of the target 0%
50% of the target 25%
60% of the target 50%
70% of the target 70%
80% of the target 85%
90% of the target 95%
100% of the target 100%
110% of the target 115%
120% of the target 140%
130% of the target 170%
150% of the target or above 200%

For fiscal year 2025, the non-GAAP adjusted operating income achieved was $149 million, resulting in a
93.7% payout for this portion of the Executive Bonus Plan.

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

Net Sales as a Percentage of the Target Payout Percentage

Below 80% of the target 0%
80% of the target 25%
85% of the target 60%
90% of the target 85%
95% of the target 95%
100% of the target 100%
105% of the target 110%
110% of the target 130%
115% of the target 150%
120% of the target 175%
125% of the target or above 200%

For fiscal year 2025, the net sales achieved was $909.3 million, resulting in a 99.7% payout for this portion
of the Executive Bonus Plan.

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

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COMPENSATION DISCUSSION AND ANALYSIS

The following chart shows the actual short term incentives payable to our NEOs under the Executive Bonus
Plan for fiscal year 2025:

Target Annual Cash

Incentive as a Executive Bonus Actual Short Term
Annual Base Salary Percent of Base Plan Payout Incentive For
Named Executive Officer at Fiscal Year End Salary Percentage Fiscal Year 2025

Dr. Hou $650,000 100% 57% $370,500

Mr. Lin $420,000 75% 57% $179,556

Mr. Silberstein $455,000 80% 57% $208,160

Mr. Rayabhari $400,000 80% 59% $187,736

Mr. Russell $350,000 75% 52% $137,484

Equity Incentive Awards

The Human Capital and Compensation Committee believes that equity incentive awards serve to align the
interests of executives with those of the Company’s stockholders, complement annual cash incentives by
motivating executives to create and sustain value in the Company, and encourage our executives to avoid
taking excessive risks that might have a significant short term or prolonged negative impact on our stock
price.

In granting equity awards, the Human Capital and Compensation Committee considers the factors noted
above under “Core Components of Compensation and Compensation Levels” and the value of such awards
in comparison to awards to comparable executives within our Peer Group. There is no specific weighting
applied to any of these factors and the process ultimately relies on the Human Capital and Compensation
Committee’s judgment.

Our equity incentive awards are subject to multi-year vesting. The equity awards granted to our Named
Executive Officers generally vest over three years. This multi-year element serves as a significant “holding
period” in terms of requiring the executive to retain the underlying equity interest until some future date
following the grant date of the award. The Human Capital and Compensation Committee believes that the
inclusion of this vesting period component further aligns the long-term interests of the executive with the
long-term interests of the Company’s stockholders and functions as a retention incentive for the executive.

We generally grant equity awards to our executives in the form of restricted stock units. Each restricted
stock unit represents a contingent right to receive one share of our common stock or, in the Human Capital
and Compensation Committee’s discretion, the payment of cash for each unit in an amount equal to the fair
market value of our common stock. The Human Capital and Compensation Committee believes that grants
of restricted stock units are particularly useful to motivate executives to avoid undue risk and to align their
interests with those of our stockholders, since our grants of restricted stock unit awards have intrinsic
economic value which correlates directly to our stock price. Thus, the value of a restricted stock unit award
can go up or down depending on the changes to our stock price over time. While restricted stock unit
awards will always have some intrinsic value as long as our stock remains marketable, we believe our
executives are motivated to seek to increase the intrinsic value through Company performance that is
reflected in favorable and sustainable increases in our stock price. We also believe that actions or business
decisions carrying risks that might reduce our stock price are discouraged by the correlation between the
intrinsic value of these awards and the growth of our stock price.

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 COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2025 Annual Equity Incentive Awards

The equity award vehicles used in fiscal year 2025 for the Named Executive Officers were:
• time-based restricted stock unit awards that generally vest over three years (“Time-Based Units”); and
• restricted stock units that vest based on our net sales and non-GAAP adjusted operating income over
fiscal years 2025, 2026 and 2027, as well as a modifier based on our relative TSR over a three-year
performance period (“Financial Metric PSUs”).

As noted above, the Human Capital and Compensation Committee believed that this mix of awards was
consistent with our performance-based philosophy as a substantial portion of each NEO’s total annual equity
awards was performance-based. In March 2024, the Human Capital and Compensation Committee
determined that our NEOs would receive Time-Based Units and Performance-Based Units (with the grant
date value of the awards approximately balanced between the two types of awards). Also in March 2024, the
Human Capital and Compensation Committee approved a Time-Based Unit award, and the total grant date
value of the NEO’s fiscal year 2025 awards (initially to be allocated equally between Time-Based Units and
Performance-Based Units), for each of Messrs. Lin, Silberstein, Rayabhari and Russell. However, the
Human Capital and Compensation Committee was not yet ready, at that time, to approve the awards for
Mr. Pickle or to approve the final terms of any Financial Metric PSUs.

In late May 2024, the Human Capital and Compensation Committee approved an award of Time-Based
Units for Mr. Pickle. In June 2024, the Human Capital and Compensation Committee approved the Financial
Metric PSU awards for each of the NEOs (other than Dr. Hou). Because the price of our common stock
increased significantly between the time the Committee first considered awards (and granted the Time-
Based Units and determined total equity award values) for the NEOs (other than Mr. Pickle and Dr. Hou) in
March 2024 and the June 2024 grant date for the Financial Metric PSUs, the Human Capital and
Compensation Committee believed it would be appropriate to increase the grant date value that had
originally been allocated to the Performance-Based Unit award for each NEO (other than Mr. Pickle and
Dr. Hou) by 30% so that the target number of PSUs subject to the awards would be closer to the number of
PSUs that would have been subject to the award had it been granted in March 2024 with the NEO’s Time-
Based Unit award. No adjustment was made to Mr. Pickle’s awards because all of his awards were granted
in June 2024 or late May 2024. Dr. Hou’s Time-Based Units and Financial Metric PSUs were awarded in
accordance with the terms of his employment agreement in connection with his becoming our President and
CEO in June 2024.

The number of shares covered by the awards granted to our NEOs, and the target grant value of each
award as determined by the Human Capital and Compensation Committee (after giving effect to the
adjustment of the Performance-Based Unit award values in June 2024 as to the awards for Messrs. Lin,
Silberstein, Rayabhari, and Russell) is set forth in the table below (with PSUs shown at the target number of
units).
Time-
Performance-Based Based Units
Units (Target Grant Performance-Based
Executive Time-Based Units (Target) Value) (1) Units (Target Grant Value) (1)

Dr. Hou 77,800 77,801 $3,000,000 $3,000,000

Mr. Lin 54,726 39,086 $1,129,000 $1,467,700

Mr. Silberstein 53,320 38,082 $1,100,000 $1,430,000

Mr. Rayabhari 48,400 34,568 $ 998,500 $1,298,050

Mr. Russell 37,905 27,073 $ 782,000 $1,016,600

Mr. Pickle 90,706 86,551 $3,250,000 $3,250,000

Semtech Corporation 2025 Proxy Statement | 51

COMPENSATION DISCUSSION AND ANALYSIS

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

In addition to the awards included in the table above and discussed generally below, Mr. Rayabhari was
awarded 3,230 Time-Based Units on March 27, 2024 that were scheduled to vest one year after grant.
Mr. Rayabhari (like many of the Company’s executive officers) did not receive a cash bonus for fiscal year
2024, and this award was in recognition of Mr. Rayabhari’s individual contributions to the Company during
fiscal year 2024 and to provide an additional retention incentive.

Time-Based Restricted Stock Unit Awards

Time-Based Units granted to our NEOs in fiscal year 2025 generally vest annually over three years from the
date of grant (in the case of the Time-Based Units granted to Dr. Hou, vesting on a quarterly basis over a
three-year time period, subject to a one-year cliff for the award, as provided in his employment agreement).

Performance-Based Restricted Stock Units – Financial Metric PSUs

The Performance-Based Units granted to the NEOs in fiscal year 2025 are Financial Metric PSUs eligible to
vest based on the Company’s net sales and non-GAAP adjusted operating income for each of fiscal years
2025, 2026 and 2027 (as well as the executive’s continued employment with the Company), with one-third of
the target number of PSUs for the award allocated to fiscal year 2025, two-thirds of the target number of
PSUs for the award allocated to fiscal year 2026, and 100% of the target number of PSUs for the award
allocated to fiscal year 2027 (and with the number of PSUs that would vest for fiscal years 2026 and 2027 to
be reduced by any PSUs that vested for a prior fiscal year). The percentage of the target number of PSUs
that vest for each performance period is determined 50% based on the Company’s net sales for that period
and 50% based on the Company’s non-GAAP adjusted operating income for that period. In no event will an
award vest more than 200% of the target number of PSUs subject to the award (with interim limits such that
no more than one-third of the total target number of PSUs subject to award may vest for fiscal year 2025
and no more than two-thirds of the total target number of PSUs subject to the award may vest for fiscal
years 2025 and 2026 in the aggregate).

In addition, the Human Capital and Compensation Committee determined that the vesting percentage for the
portion of the award allocated to fiscal year 2027 would be subject to a “TSR Multiplier” based on the
Company’s TSR for the three-year period covered by the award (consisting of fiscal years 2025, 2026 and
2027) relative to the TSRs for the companies that are in the Russell 3000 Index on the first day of that period
and remain publicly traded companies through the last day of the performance period, (except that, if a
company in the index on the first day of the performance period ceases to be a public company due to its
bankruptcy or insolvency during the performance period the company will be included at the lowest TSR
level) (the “Relative TSR Ranking”). For these purposes, TSR is calculated based on the average closing
prices over the 30-trading-day period at the beginning of the performance period and the 30-trading day
period ending with the last trading day of the performance period, and assuming that dividends paid during
the performance period are reinvested as of the payment date. The TSR Multiplier is determined based on
the Relative TSR Ranking for the three-year performance period and is applied to the target number of
shares allocated to the fiscal year 2027 period. If the Company’s Relative TSR Ranking for the three-year
period is at the 25th percentile or lower, the TSR Multiplier would be 75%, and if the Company’s Relative
TSR Ranking for the three-year period is at the 75th percentile or higher, the TSR Multiplier would be 125%.
If the Company’s Relative TSR Ranking for the three-year period is between the 25th percentile and the
75th percentile, the TSR Multiplier would be determined by linear interpolation for performance between
75% and 125%. However, in no event will an award vest more than 200% of the target number of PSUs
subject to the award.

52 | Semtech Corporation 2025 Proxy Statement

 COMPENSATION DISCUSSION AND ANALYSIS

When it approved these grants in June 2024, the Human Capital and Compensation Committee provided
that the vesting percentage for the Financial Metric PSUs allocated to the fiscal year 2025 performance
period would be determined in accordance with the following table (with the percentage determined by linear
interpolation for performance between the levels indicated in the table):

Non-GAAP Adjusted Operating

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

For purposes of these awards, the Company’s net sales for fiscal year 2025 was $909.3 million and the
Company’s Non-GAAP adjusted operating income for fiscal year 2025 was $149.0 million. Accordingly, in
March 2025 the Human Capital and Compensation Committee determined that each of the NEOs’ awards of
Financial Metric PSUs granted in fiscal year 2025 vested as to 94.57% of the total target number of PSUs
subject to the award that were allocated to the fiscal year 2025 performance period.

Vesting of Fiscal Year 2024 and 2023 Performance-Based Awards

Fiscal 2024 Financial Metric PSUs. In fiscal year 2024, we granted Financial Metric PSUs to our NEOs
(other than Dr. Hou) that are eligible to vest based on the Company’s net sales and non-GAAP adjusted
operating income for each of fiscal years 2024, 2025 and 2026. One-third of the target number of units is
allocated to each of the three fiscal years covered by the award, with one-half of the target units for each
fiscal year being allocated to each of the two performance metrics. Between 0% and 200% of the target
number of units allocated to each metric for each fiscal year is eligible to vest based on our performance
during that fiscal year. However, for the fiscal year 2025 and 2026 performance periods, the vesting
percentage for a particular metric (net sales or non-GAAP adjusted operating income) will be 0% for that
metric for that fiscal year if the Company’s actual performance level for that metric in that fiscal year does
not exceed the Company’s actual performance level for that metric in the immediately preceding fiscal year.

Semtech Corporation 2025 Proxy Statement | 53

COMPENSATION DISCUSSION AND ANALYSIS

The Financial Metric PSUs granted in fiscal year 2024 and allocated to the fiscal year 2025 performance
period for each metric were eligible to vest as follows (other than in the case of the awards for Messrs.
Pickle and Lin, discussed below):

If the Company’s Actual Net Sales or Non-GAAP

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

For purposes of these Financial Metric PSUs awarded to the NEOs (other than Messrs. Pickle and Lin), the
target level of net sales for fiscal year 2025 was $1,439 million and the target level of non-GAAP adjusted
operating income was $316.7 million.

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

If the Company’s Actual

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

54 | Semtech Corporation 2025 Proxy Statement

 COMPENSATION DISCUSSION AND ANALYSIS

If actual performance falls between two levels in the applicable table above, the vesting percentage for that
metric will be determined using straight line interpolation between those levels. Pursuant to the terms of his
employment agreement, Mr. Pickle was eligible to vest in the fiscal year 2025 installment of his Financial
Metric PSUs granted to him during fiscal year 2024 as his employment was terminated by us without cause
less than 12 months before the end of fiscal year 2025.

In March 2025, the Human Capital and Compensation Committee determined that the Company’s net sales
for fiscal year 2025 was $909.3 million, and the Company non-GAAP adjusted operating income for fiscal
year 2025 was $149 million. Accordingly, based on the charts above, the fiscal year 2025 vesting
percentage for each of the Financial Metric PSUs granted to the NEOs (other than Messrs. Pickle and Lin) in
fiscal year 2024 was 0%, and the fiscal year 2025 vesting percentage for each of the Financial Metric PSUs
granted to Messrs. Pickle and Lin in fiscal year 2024 was 146.62%.

The remaining one-third of the target number of Financial Metric PSUs granted to these NEOs in fiscal year
2024 (other than Mr. Pickle’s award) remain outstanding and eligible to vest based on our net sales and
non-GAAP adjusted operating income during fiscal year 2026.

Relative TSR PSUs. In fiscal years 2023 and 2024, we granted restricted stock units to our NEOs that vest
based on our TSR percentile rank against a comparison group of companies over 1-, 2- and 3-year
performance periods (“Relative TSR PSUs”). A target number of the Relative TSR PSUs is covered by each
award, with one-third of the target number of units allocated to each of the three performance periods
covered by the award (for example, the first period for the fiscal year 2024 award consists of our 2024 fiscal
year, the second period consists of our 2024 and 2025 fiscal years, and the third period consists of our
2024, 2025 and 2026 fiscal years). Between 0% and 200% of the target number of units allocated to each of
those periods is eligible to vest based on our relative TSR performance through the end of that period
determined as follows:

TSR Percentile Rank Award Multiplier

75th or greater 200%
50th 100%
25th 50%
Less than 25th 0%

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

Semtech Corporation 2025 Proxy Statement | 55

COMPENSATION DISCUSSION AND ANALYSIS

The second performance period for the fiscal year 2024 Relative TSR PSUs consisted of our 2024 and 2025
fiscal years, and the third performance period for the fiscal year 2023 Relative TSR PSUs consisted of our
2023, 2024 and 2025 fiscal years. In March 2025, the Human Capital and Compensation Committee
determined that the vesting percentages for these portions of the awards were 100% and 200%,
respectively, as illustrated in the table below.
% of Target TSR Award Multiplier
Award Tied to Semtech Percentile (% of Target
Year of Grant Measurement Period Period TSR Rank Units Vesting)

Fiscal Year 2023 3 years Ending FYE25 33 1/3% -18.00% 50th 100%
Fiscal Year 2024 2 years Ending FYE25 33 1/3% 122.96% 91st 200%

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

Other Compensation
Perquisites and Benefits
During fiscal year 2025, we did not provide any significant perquisites to our NEOs. The Company provides
our NEOs with certain benefits on the same terms made available to our other employees generally,
including participation in our 401(k) retirement plan, health care plans, life insurance plans, and other
welfare benefit programs. The Company also reimburses each NEO for the cost of an annual physical exam.
The Human Capital and Compensation Committee believes that this benefit helps protect the health of the
executive team at a relatively small cost to the Company.

In addition to the standard benefits offered to all of our employees generally, our U.S.-based executives and
other employees who are specifically approved by the Human Capital and Compensation Committee are
eligible to participate in our Executive Nonqualified Excess Plan, as amended and restated (our “Deferred
Compensation Plan”), which allows our executives to elect to defer annual salary and/or annual cash
incentive income. The Deferred Compensation Plan is unfunded and unsecured; however, the Company
maintains life insurance policies on the lives of certain current and former participants in the plan, the benefit
and accrued value of which is intended to cover a majority of the plan’s accrued liability. From time to time,
the Company may match certain employee contributions to the Deferred Compensation Plan. The matching
formula is generally a dollar-for-dollar match basis, up to the first 10% of employee base salary contributions
for our Senior Vice President and more senior officers, up to the first 8% of employee base salary
contributions for participants at the Vice President level, and up to the first 5% of employee base salary
contributions for all other participants. However, the Company did not make any matching contributions to
the Deferred Compensation Plan for calendar year 2024. The Human Capital and Compensation Committee
believes that providing the NEOs with this deferred compensation opportunity is a cost-effective way to
permit the executives to receive the tax benefits associated with delaying income tax on the compensation
deferred, even though the related deduction for the Company is also deferred. For more information on our
Deferred Compensation Plan, please see “Nonqualified Deferred Compensation Plan-Fiscal Year 2025” in
this Proxy Statement.

Employment Agreements and Change in Control Benefits

The Human Capital and Compensation Committee believes that providing employment agreements and/or
severance protections to our executive officers is appropriate in certain cases to induce a new executive to
join the Company or to help to ensure the day-to-day stability and focus of our management team. As
described above, the Human Capital and Compensation Committee approved an employment agreement
for Dr. Hou during fiscal year 2025, and for Mr. Lin during fiscal year 2024, that provides severance benefits

56 | Semtech Corporation 2025 Proxy Statement

 COMPENSATION DISCUSSION AND ANALYSIS

on certain terminations of the executive’s employment with the Company. Each of the employment
agreements was negotiated with the executive in order to incentivize the executive to join the Company as
an officer. The Human Capital and Compensation Committee evaluates the level of severance benefits, if
any, to be provided to other NEOs on a case-by-case basis taking into account severance benefit levels
provided to executives holding similar positions at the Peer Group companies.

Mr. Pickle’s employment was terminated by the Company without “cause” (as defined for purposes of his
employment agreement) effective July 6, 2024. Mr. Pickle received the severance benefits provided for in
his employment agreement for such a termination of his employment.

Mr. Russell’s employment was terminated by the Company effective March 6, 2025, and we entered into a
Separation Agreement with Mr. Russell in connection with such termination.

Severance benefits for a termination of an executive’s employment by the Company without cause, or by the
executive for good reason, in connection with a change in control of the Company are provided for under the
Semtech Corporation Executive Change in Control Retention Plan (the “CIC Plan”).

For a description of the employment agreements with Dr. Hou and Messrs. Pickle and Lin, the CIC Plan,
Mr. Russell’s Separation Agreement, Mr. Pickle’s severance benefits, and the Company’s other severance
arrangements, see the “Employment Agreements” and “Potential Payments on Termination or Change in
Control” sections below.

Other Compensation Policies

Stock Ownership Guidelines and Equity Award Holding Period Requirements
To further our objective of aligning the interests of management with those of our stockholders, the
Company maintains stock ownership guidelines for our executive officers. Under these guidelines, each of
our executive officers is to maintain a level of equity ownership of the Company (which may include shares
of the Company’s stock owned by the executive, by the executive’s spouse or minor children residing with
the executive, or in a trust for estate or tax planning purposes that is revocable by the executive or the
executive’s spouse, restricted stock, and restricted stock units) that has a value equal to two times
(five times in the case of the CEO) the annual base salary of such executive officer. Our stock ownership
guidelines also include equity award holding period requirements such that if an executive officer’s level of
ownership of Company common stock does not satisfy the targeted level under our stock ownership
guidelines, the executive officer is expected to hold at least 50% of the net vested shares acquired upon the
exercise, payment or vesting of any Company equity award granted to the executive officer after August 17,
2016. For this purpose, the “net vested shares” generally means the number of shares acquired pursuant to
the award less the number of any shares sold or withheld to pay the exercise price of the award (in the case
of stock options) or any applicable tax withholding obligations in connection with the exercise, payment or
vesting of the award.

Section 162(m) Considerations

Federal income tax law (specifically, Section 162(m) of the U.S. Internal Revenue Code) generally prohibits
a publicly-held company from deducting compensation paid to a current or former named executive officer
that exceeds $1 million during the tax year. Certain awards granted before November 2, 2017 that were
based upon attaining pre-established performance measures that were set by the Company’s Human
Capital and Compensation Committee under a plan approved by the Company’s stockholders, as well as
amounts payable to former executives pursuant to a written binding contract that was in effect on
November 2, 2017, may qualify for an exception to the $1 million deductibility limit.

Semtech Corporation 2025 Proxy Statement | 57

COMPENSATION DISCUSSION AND ANALYSIS

As one of the factors in its consideration of compensation matters, the Human Capital and Compensation
Committee notes this deductibility limitation. However, the Human Capital and Compensation Committee
has the flexibility to take any compensation-related actions that it determines are in the best interests of the
Company and its stockholders, including awarding compensation that may not be deductible for tax
purposes. There can be no assurance that any compensation will in fact be deductible.

Clawback Policy
In accordance with SEC and Nasdaq requirements, the Human Capital and Compensation Committee has
adopted an executive compensation recovery policy regarding the adjustment or recovery of certain
incentive awards or payments made to current or former executive officers in the event that we are required
to prepare an accounting restatement due to material noncompliance with any financial reporting
requirement under the securities laws. In general, the policy provides that, unless an exception applies, we
will seek to recover compensation that is awarded to an executive officer based on the Company’s
attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement
occurs, to the extent such compensation exceeds the amount that would have been awarded based on the
restated financial results.

58 | Semtech Corporation 2025 Proxy Statement

HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT
The Human Capital and Compensation Committee has reviewed and discussed with management the
disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based
on this review and our discussions, the Human Capital and Compensation Committee has recommended to
our Board that the Compensation Discussion and Analysis section be included in this Proxy Statement,
portions of which are incorporated by reference in the Company’s Annual Report on Form 10-K for fiscal
year 2025.

Respectfully submitted by the Human Capital and Compensation Committee

Martin S.J. Burvill, Chair Gregory M. Fischer Saar Gillai Ye Jane Li Paula LuPriore

This Human Capital and Compensation Committee Report does not constitute soliciting material, and shall
not be deemed to be filed or incorporated by reference into any other Company filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company
specifically incorporates the Human Capital and Compensation Committee Report by reference therein.

HUMAN CAPITAL AND COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION
The Human Capital and Compensation Committee members whose names appear on the Human Capital
and Compensation Committee Report above comprised the Human Capital and Compensation Committee
during fiscal year 2025. No director who served on our Human Capital and Compensation Committee at any
time during fiscal year 2024 was an executive officer or employee of the Company, and no member of the
Human Capital and Compensation Committee had any relationship requiring disclosure by the Company
under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of
our executive officers now serve, or served during fiscal year 2025, as a director or a member of a
compensation committee (or other committee performing an equivalent function) of another entity that had
one of its executive officers serving on our Board or Human Capital and Compensation Committee during
fiscal year 2025 or currently.

Semtech Corporation 2025 Proxy Statement | 59

EXECUTIVE COMPENSATION
The following table presents information regarding compensation of our NEOs for service during fiscal years
2023-2025.

SUMMARY COMPENSATION TABLE – FISCAL YEARS 2023-2025

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

(1) The amounts and values noted do not necessarily correspond to any actual value that will be realized by a recipient. The stock
award and option award amounts reflected in the table, and the grant-date values noted below, are computed in accordance with
FASB ASC Topic 718 for the stock and option awards granted to the NEOs in the corresponding fiscal year based on the
assumptions set forth in Note 11 to the financial statements included in the Company’s Annual Report on Form 10-K filed with the
SEC on March 25, 2025 and on the assumptions in similar footnotes to the financial statements included in the Company’s Annual
Reports on Form 10-K filed in prior years.
For the Financial Metric PSUs granted during fiscal year 2025, with a TSR Multiplier (“Financial Metric/TSR hybrid PSUs”), the
grant-date values of the first and second tranches of the awards reported in the Summary Compensation Table above were
calculated based on the probable outcome (determined as of the grant date of the awards, as the grant date of the awards is
determined for accounting purposes) of the performance-based conditions applicable to the awards. For these purposes, as of the
grant date of the awards (as determined for accounting purposes) we determined that the “target” level of performance was the
probable outcome of the applicable performance-based conditions. Accordingly, the grant-date values of the first and second
tranches of the Financial Metric/TSR hybrid PSUs are based on the “target” number of shares subject to the awards. The grant-
date values of the third tranche of the awards reported in the Summary Compensation Table above were calculated using a
Monte Carlo simulation pricing model (which probability weights multiple potential outcomes) as of the grant date of the awards,
with no adjustment for the Company financial performance vesting condition applicable to the third tranche of the awards as we
also considered the “target” level of performance for this vesting condition to be the probable outcome.
If we achieve the highest level of performance under the Financial Metric/TSR hybrid PSUs granted in fiscal year 2025, the
Performance-Based Units would vest and be paid at 200% of the target level.

60 | Semtech Corporation 2025 Proxy Statement

 EXECUTIVE COMPENSATION

The following table presents, as to each of the Financial Metric/TSR hybrid PSUs granted to our NEOs in fiscal year 2025: (a) the
grant date fair value of the award computed in accordance with FASB ASC Topic 718 as described above (the value for these
awards included in the stock award column of the table above as compensation for the NEOs in that year) and (b) the “Maximum
Value” of the award as of the grant date calculated by multiplying the number of shares subject to the award that would vest if the
highest level of performance was achieved by the closing price of a share of common stock of the Company on the date of grant
of the award.

Fiscal Year 2025 Financial Metric/TSR Hybrid Performance-Based Restricted Stock Units
Aggregate Grant Date Fair Value
(Based on “target” performance
and Monte Carlo Simulation) Maximum Value
Name ($) ($)
Dr. Hou 2,845,171 4,823,662
Mr. Lin 1,743,612 2,922,069
Mr. Silberstein 1,698,838 2,847,010
Mr. Rayabhari 1,542,064 2,584,304
Mr. Russell 1,207,741 2,023,977
Mr. Pickle 3,861,055 6,470,553

For the Relative TSR PSUs granted during fiscal years 2023 and 2024, the grant-date values of the awards reported in the
Summary Compensation Table above were calculated using a Monte Carlo simulation pricing model (which probability weights
multiple potential outcomes) as of the grant date of the awards. If we achieve the highest level of performance under the Relative
TSR PSUs granted in each of those fiscal years, the Performance-Based Units would vest and be paid at 200% of the target level.
The following tables present, as to each of the Relative TSR PSUs granted to our NEOs in fiscal years 2024 and 2023: (a) the
grant date fair value of the award calculated using the Monte Carlo simulation pricing model (the value for these awards included in
the stock award column of the table above as compensation for the NEOs in that year) and (b) the “Maximum Value” of the award
as of the grant date calculated by multiplying the number of shares subject to the award that would vest if the highest level of
performance was achieved by the closing price of a share of common stock of the Company on the date of grant of the award.

Fiscal Year 2024 Relative TSR Performance-Based Restricted Stock Units

Aggregate Grant Date Fair Value
(Based on Monte Carlo Simulation) Maximum Value
Name ($) ($)
Mr. Lin 592,655 957,224
Mr. Silberstein 668,388 899,956
Mr. Rayabhari 467,889 935,778
Mr. Pickle 1,959,504 3,148,231

Fiscal Year 2023 Relative TSR Performance-Based Restricted Stock Units

Aggregate Grant Date Fair Value
(Based on Monte Carlo Simulation) Maximum Value
Name ($) ($)
Mr. Silberstein 916,741 1,699,966
Mr. Rayabhari 754,980 1,509,960

The first, second and third tranches of the Relative TSR PSUs granted in fiscal year 2023 (each consisting of one-third of the target
number of units subject to the award and relating to performance during fiscal year 2023, the two-year period of fiscal years 2023
and 2024, and the three-year period of fiscal years 2023, 2024 and 2025) were determined to vest at a rate of 0%, 0% and 100%,
respectively. The first and second tranches of the Relative TSR PSUs granted in fiscal year 2024 (each consisting of one-third of
the target number of units subject to the award and relating to performance during fiscal year 2024 and the two-year period of fiscal
years 2024 and 2025) were determined to vest at a rate of 0% and 200% respectively.
The significant assumptions used in the Monte Carlo simulation pricing models referenced above for the awards granted on
March 8, 2022, March 7, 2023, June 30, 2023, October 2, 2023, June 4, 2024, and June 11, 2024 were as follows: (a) expected
volatility of 48.06%, 46.10%, 49.18%, 49.45%, 55.54%, and 57.07%, respectively, (b) a risk-free interest rate of 1.76%, 4.64%,
4.60%, 4.98%, 4.57%, and 4.60%, respectively, and (c) in each case, an expected dividend yield of 0%.
For the Financial Metric PSUs granted during fiscal year 2024, the grant-date values of the awards reported in the Summary
Compensation Table above were calculated based on the probable outcome (determined as of the grant date of the awards, as the
grant date of the awards is determined for accounting purposes) of the performance-based conditions applicable to the awards. For
these purposes, as of the grant date of the awards (as determined for accounting purposes) we determined that the “target” level of
performance was the probable outcome of the applicable performance-based conditions. Accordingly, the grant-date values of the
Financial Metric PSUs are based on the “target” number of shares subject to the awards. The following table presents, as to each

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EXECUTIVE COMPENSATION

of the Financial Metric PSUs granted to our NEOs in fiscal year 2024: (a) the grant date fair value of the award computed in
accordance with FASB ASC Topic 718 and based on the “target” number of shares subject to the award (the value included in the
stock award column of the table above as compensation for the NEOs in that year) and (b) the “Maximum Value” of the award as of
the grant date calculated by multiplying the number of shares subject to the award that would vest if the highest level of
performance was achieved by the closing price of a share of common stock of the Company on the date of grant of the award.

Fiscal Year 2024 Financial Metric Performance-Based Restricted Stock Units

Aggregate Grant Date Fair Value
(Based on “target” Performance) Maximum Value
Name ($) ($)
Mr. Lin $390,901 $781,802
Mr. Silberstein $449,978 $899,956
Mr. Rayabhari $315,000 $630,000
Mr. Pickle $1,272,997 $2,545,994

(2) The amounts shown in this column for each fiscal year represent amounts earned under our annual bonus plan for performance in
the applicable fiscal year. Actual payment is made in the following fiscal year.
(3) Amounts presented in the “All Other Compensation” column for fiscal year 2025 include Company contributions to our 401(k) plan
and our Deferred Compensation Plan for our NEOs as indicated in the table below. Amounts presented in the “All Other
Compensation” column for Dr. Hou for fiscal year 2025 also include (a) payment of Dr. Hou’s Buy-Out Award of $350,000 and (b)
$16,250 in cash fees paid by the Company to Dr. Hou for his service on the Board during fiscal year 2025 as a Non-Employee
Director prior to commencing employment with the Company. Amounts presented in the “All Other Compensation” column for
Mr. Pickle for fiscal year 2025 also include cash severance of $650,000, pro-rated target annual bonus of $285,714, and $46,525
for reimbursement of Mr. Pickle’s premiums to continue healthcare benefits under COBRA for twelve (12) months following his
separation date, pursuant to Mr. Pickle’s Separation Agreement.

Employer Contributions to Compensation Plans

401(k) Plan Deferred Compensation Plan
Name ($) ($)
Dr. Hou 10,833 –
Mr. Lin 6,825 3,231
Mr. Silberstein 6,425 3,500
Mr. Rayabhari 3,700 –
Mr. Russell 5,688 2,692

(4) Compensation is shown for Messrs. Hou, Rayabhari and Russell only for fiscal year 2025 as they were not named executive
officers for fiscal years 2024 or 2023.
(5) Dr. Hou’s fiscal year 2025 “Bonus” reflects the signing bonus provided for in his employment agreement.
(6) Mr. Pickle’s employment with the Company terminated July 6, 2024.
(7) Mr. Russell’s employment with the Company terminated March 6, 2025.

Employment Agreements
We entered into employment agreements with Dr. Hou and Messrs. Lin and Pickle as described below, in
each case in connection with their commencing employment with the Company. Each of these agreements
also provides certain severance benefits, which are described below under “Potential Payments on
Termination or Change in Control.”

Employment Agreement with Hong Hou

On June 6, 2024, the Company and Dr. Hou entered into an employment agreement that provides for
Dr. Hou’s employment with the Company, as its President and CEO, beginning on June 6, 2024. The terms
of Dr. Hou’s employment agreement were negotiated with Dr. Hou and include the following compensation
and benefits for Dr. Hou while he serves the Company in that position:
• Dr. Hou is entitled to an annual base salary of $650,000, which may be increased (but not decreased)
by the Board (or a committee thereof) from time to time.

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• Dr. Hou is entitled to an annual incentive bonus opportunity based on the achievement of performance
criteria to be established by the Board (or a committee thereof). Dr. Hou’s annual target and maximum
bonus opportunities are 100% and 200%, respectively, of his base salary for the corresponding fiscal
year. For fiscal year 2025, Dr. Hou’s bonus would be determined in accordance with the performance
objectives for the Company that have been previously established by the Board and pro-rated in
accordance with the proportion of time within the fiscal year that Dr. Hou was employed by the
Company.
• During fiscal year 2025, the Company granted Dr. Hou a stock unit award covering a number of shares
of Company common stock equal to $6,000,000 divided by the volume-weighted average of the closing
prices for a share of the Company’s common stock (in regular trading) on The Nasdaq Stock Market
over the 30 consecutive trading days ending with June 6, 2024. Half of the stock units awarded to
Dr. Hou are time-based vesting stock units (“RSUs”) scheduled to vest, subject to Dr. Hou’s continued
service, over a three-year period (with one-third of the RSUs scheduled to vest on July 1, 2025 and
one-twelfth of the RSUs on the first trading day of each calendar quarter thereafter for the following
eight calendar quarters). Half of the stock units awarded to Dr. Hou are the “target” number of
performance-based vesting stock units subject to an award of Financial Metric PSUs, which are eligible
to vest on the same terms as described above for the Financial Metric PSUs awarded to the other
NEOs for fiscal year 2025.
• Any additional equity awards for Dr. Hou will be in the discretion of the Board (or a committee thereof).
• Dr. Hou received a sign-on bonus in the aggregate gross amount of $350,000 (the “Sign-On Bonus”),
paid in six equal monthly installments commencing July 2024 and concluding December 2024. Dr. Hou
will be obligated to repay the Sign-On Bonus to the Company if he resigns other than for Good Reason
or the Company terminates his employment for Cause, in each case pursuant to a notice delivered prior
to June 6, 2025.
• The Company paid $350,000 that Dr. Hou was required to repay to his prior employer in connection
with commencing employment with the Company (the “Buy-Out Award”). Dr. Hou will be obligated to
repay the Buy-Out Award to the Company if he resigns other than for Good Reason or the Company
terminates his employment for Cause, in each case pursuant to a notice delivered prior to June 6, 2025.
• Dr. Hou is also be entitled to certain employee benefits, such as participation in the Company’s
retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made
available to the Company’s executive officers employed in the United States.

Dr. Hou’s employment agreement has an initial five-year term commencing on June 6, 2024, with automatic
one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of
non-renewal of the term and subject to earlier termination of employment by either the Company or Dr. Hou.

Employment Agreement with Mark Lin

On September 5, 2023, the Company and Mr. Lin entered into an employment agreement that provides for
Mr. Lin’s employment with the Company, as its Executive Vice President and CFO, effective as of
October 2, 2023. The terms of Mr. Lin’s employment agreement were negotiated with Mr. Lin and include
the following compensation and benefits while he serves the Company in that position:
• Mr. Lin is entitled to an annual base salary of $420,000, which may be increased (but not decreased) by
the Board (or a committee thereof) from time to time.
• Mr. Lin is entitled to an annual incentive bonus opportunity based on the achievement of performance
criteria to be established by the Board (or a committee thereof). Mr. Lin’s annual target and maximum
bonus opportunities are 75% and 150%, respectively, of his base salary for the corresponding fiscal
year.

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EXECUTIVE COMPENSATION

• Mr. Lin is eligible for equity awards in the discretion of the Board (or a committee thereof).
• Mr. Lin received a signing bonus of $200,000. The signing bonus vests monthly over the two year
period following his start date. If Mr. Lin’s employment with the Company ends during that two year
period (other than in circumstances triggering severance benefits for Mr. Lin, as described below),
Mr. Lin has agreed to repay the then-unvested portion of the signing bonus to the Company.
• Mr. Lin is also entitled to certain employee benefits, such as participation in the Company’s retirement
and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the
Company’s executive officers employed in the United States.

The term of Mr. Lin’s employment agreement is for an initial term commencing on his October 2, 2023 start
date and ending on October 2, 2028, with automatic one-year renewals unless one party has provided the
other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier
termination by either the Company or Mr. Lin.

Employment Agreement with Paul Pickle

On May 25, 2023, the Company and Mr. Pickle entered into an employment agreement that provided for
Mr. Pickle’s employment with the Company, as its President and CEO, effective as of June 30, 2023. The
terms of Mr. Pickle’s employment agreement were negotiated with Mr. Pickle and included the following
compensation and benefits while he served the Company in that position.
• Mr. Pickle was entitled to an annual base salary of $650,000, which could be increased (but not
decreased) by the Board (or a committee thereof) from time to time.
• Mr. Pickle was entitled to an annual incentive bonus opportunity based on the achievement of
performance criteria to be established by the Board (or a committee thereof). Mr. Pickle’s annual target
and maximum bonus opportunities were 100% and 200%, respectively, of his base salary for the
corresponding fiscal year.
• Mr. Pickle was eligible for equity awards in the discretion of the Board (or a committee thereof).
• Mr. Pickle was also entitled to certain employee benefits, such as participation in the Company’s
retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made
available to the Company’s executive officers employed in the United States.

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

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 EXECUTIVE COMPENSATION

Grants of Plan-Based Awards in Fiscal Year 2025

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

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

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

Legend
RSU Time-Based Units PSU Performance-Based Units

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

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

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

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

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

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EXECUTIVE COMPENSATION

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

Description of Fiscal Year 2025 Plan-Based Awards

Non-Equity Incentive Plan Awards
As described above in the Compensation Discussion and Analysis, our NEOs participated in the Executive
Bonus Plan for fiscal year 2025, a non-equity incentive plan. This plan generally provides a cash payout
based on the Company’s achievement of certain pre-established performance objectives, (and may, on
occasion, take into account business unit or individual performance). Under the plan, each NEO has a
targeted bonus potential expressed as a percentage of the NEO’s base salary. The applicable performance
criteria and targets in place for fiscal year 2025 under our Executive Bonus Plan are discussed in detail
above in the Compensation Discussion and Analysis. Awards under the Executive Bonus Plan are generally
only paid to executives who are employed by the Company on the date awards are paid, which generally
occurs in the first quarter following the end of the applicable fiscal year.

Equity Incentive Plan Awards

In fiscal year 2025, we granted two types of equity incentive awards to our NEOs: Time-Based Units
(“RSUs”) and Performance-Based Units (“PSUs”). The material terms of the RSUs and PSUs are described
in the Compensation Discussion and Analysis under the heading “Summary of our Current Executive
Compensation Programs – Equity Incentive Awards.”

All equity awards granted in fiscal year 2025 were granted under, and subject to, the terms and conditions of
the 2017 Plan and the award agreements applicable to such awards. The RSUs awarded to our NEOs in
fiscal year 2025 vest over three years from the date of their grant (other than the March 27, 2025 award for
Mr. Rayabhari as a bonus for fiscal year 2024, which vests one year after grant). The PSUs awarded to our
NEOs in fiscal year 2025 vest over three years from the date of grant and consisted of “Financial Metric/TSR
Hybrid PSUs” that vest based on a combination of our net sales and non-GAAP adjusted operating income
over fiscal years 2025, 2026 and 2027, and our percentile ranking for TSR performance against a
comparison group of companies over a three-year performance period, consisting of fiscal years 2025, 2026
and 2027.Vested RSUs and PSUs are payable in an equal number of shares of our common stock.

None of the equity incentive awards granted to our NEOs in fiscal year 2025 entitles the recipient to dividend
rights, except that awards of RSUs and PSUs include a right to be credited with dividend equivalents, should
we pay a dividend on our common stock, that are subject to the same vesting and payment terms as the
underlying units to which they relate. As described more fully under the heading “Potential Payments on
Termination or Change in Control” below, under certain circumstances the vesting of some or all of our
equity awards to our NEOs may be accelerated on the executive’s termination from the Company or on a
change in control of the Company.

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Outstanding Equity Awards at Fiscal Year-End 2025

Information regarding the outstanding equity awards held by each NEO as of January 26, 2025 is presented
below:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

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

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 (CONTINUED)

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

Legend
RSU Time-Based Units Financial Metric Financial Metric Performance-Based Units
TSR Total Stockholder Return Performance-Based Units
(1) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of
Shares or Units of Stock That Have Not Vested” column by $73.02 (the closing price of the Company’s common stock on
January 24, 2025, the last trading day of fiscal year 2025).

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

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

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

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

1st Vesting 2nd Vesting 3rd Vesting

Grant Date Date Date Date
3/5/2024 3/5/2025 3/5/2026 3/5/2027
3/7/2023 3/7/2024 3/7/2025 3/7/2026
3/8/2022 3/8/2023 3/8/2024 3/8/2025

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

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Human Capital and Compensation Committee determined were eligible to vest based on such performance are reported in the
“Number of Shares or Units of Stock That Have Not Vested” column. These units vested on March 26, 2025 (the date of the Human
Capital and Compensation Committee’s determination of such performance). For each of the other NEOs, fiscal year 2025
performance was below the applicable threshold performance level as to the portion of the award allocated to the fiscal year 2025
performance period and these portions of the awards were forfeited. The number of units reported in the “Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column represents the number of units that will
be eligible to vest based on the Company’s performance during fiscal year 2026 if the target level of performance for each metric is
achieved.
(7) The Relative TSR PSUs granted in fiscal year 2024 vest based on our TSR relative to the TSR of the companies included in the
Russell 3000 Index on the date of grant of the awards. TSR will be measured for each of the three measurement periods applicable
to the award: the Company’s fiscal year 2024, fiscal years 2024 and 2025, and fiscal years 2024, 2025 and 2026 with one-third of
the target number of units allocated to each performance period. The units subject to these awards that were eligible to vest based
on the Company’s performance during the performance period consisting of fiscal years 2024 and 2025 and that the Human
Capital and Compensation Committee determined were eligible to vest based on such performance are reported in the “Number of
Shares or Units of Stock That Have Not Vested” column. These units vested on March 4, 2025 (the date of the Human Capital and
Compensation Committee’s determination of such performance). The number of units reported in the “Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column represents the number of units that will
be eligible to vest, assuming for purposes of this illustration that the maximum level pf performance is attained, based on the
Company’s performance during the performance period consisting of fiscal years 2024, 2025 and 2026.
(8) Mr. Lin’s Time-Based Units vest one-third on October 2, 2024 and as to the remaining two-thirds, in eight quarterly installments
beginning on January 2, 2025.
(9) Mr. Rayabhari’s Time-Based Units granted on March 27, 2024 vest in one annual installment on March 27, 2025.
(10) Mr. Russell separated from employment with the Company on March 6, 2025. All of his unvested Company equity awards
outstanding on that date were terminated.
(11) Mr. Russell’s Time-Based Units vest one-third on January 1, 2025 and as to the remaining two-thirds, were scheduled to vest in
eight quarterly installments beginning on April 1, 2025.

Option Exercises and Stock Vested in Fiscal Year 2025

The following table identifies option awards that were exercised by our NEOs during fiscal year 2025 and
other stock awards that vested during fiscal year 2025 that were previously granted to our NEOs:

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

Option Awards Stock Awards

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

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

Nonqualified Deferred Compensation – Fiscal Year 2025

Our NEOs may elect to receive some of their compensation on a deferred basis under the Deferred
Compensation Plan. A participant may elect to defer up to 80% of his or her base salary and certain

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EXECUTIVE COMPENSATION

performance-based compensation. Under the Company’s current matching program under the Deferred
Compensation Plan, the Company matches, on a dollar-for-dollar basis, up to the first 10% of employee
base salary contributions for our CEO, our CFO, our Chief Legal Officer and our Senior Vice Presidents, up
to the first 8% for participants at the Vice President level, and up to the first 5% for all other participants.
Participants are always 100% vested in their deferrals and the earnings thereon. Matching contributions
made by the Company vest 25% on December 31st of the calendar year during which the contribution is
made. Thereafter, vesting continues 25% on December 31st for each of the following three calendar years.
Amounts in participant accounts may generally be deferred until a specified date, death, disability, a change
in control, or termination of employment. At the participant’s election, deferrals will generally be paid in a
lump sum or in annual installments over a period of up to 20 years. Withdrawals may be made for
unforeseeable emergencies and some amounts (generally pre-2005 deferrals) may be withdrawn subject to
a penalty. Earnings on the account of each executive are credited to such executive based on the
performance of investment vehicles chosen by the executive from a selection offered to all plan participants
by the plan’s administrator. Executives may elect to change the investment vehicles applicable to their
accounts at any time. The earnings associated with the Deferred Compensation Plan are related to plan
participant elections made in relation to the available mutual fund investment choices as provided through
the Deferred Compensation Plan.

Prior to fiscal year 2019, we granted certain RSU awards to our NEOs that provided for payment of any
vested units subject to the award to be deferred and not made until six months after the executive’s
employment with the Company terminates (referred to as “Ownership Stock Units” or “OSUs”).

The following table presents information regarding the contributions to and earnings on our NEOs’ deferred
compensation balances during fiscal year 2025, and the total deferred amounts for the NEOs at the end of
fiscal year 2025:

NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2025

Executive Registrant Aggregate Aggregate

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

(1) These amounts consist of base salary deferred under the Deferred Compensation Plan in fiscal year 2025. All of these amounts
have been included in the “Base Salary” column of the “Summary Compensation Table – Fiscal Years 2023-2025” above.
(2) All of the amounts reported as “Registrant Contributions in the Last Fiscal Year” reflect Company matching contributions that are
also included in the “All Other Compensation” column of the “Summary Compensation Table – Fiscal Years 2023-2025” above.
(3) These amounts consist of earnings credited under the Deferred Compensation Plan for fiscal year 2025 with respect to deferrals
made under that plan and the appreciation in value during fiscal year 2025 (after the date of vesting of the units) of OSUs. No
portion of these earnings on deferred compensation is considered to be at above-market rates under SEC rules; thus no such
earnings are included as compensation in the “Summary Compensation Table – Fiscal Years 2023-2025” above.
(4) These amounts consist of the NEO’s fiscal year-end balance under the Deferred Compensation Plan as well as the fiscal year-end
value of the executive’s vested OSUs (the payment of which is delayed until six months after the executive’s employment with the
Company terminates). Deferred Compensation Plan balances include unvested amounts attributable to the Company’s
contributions and earnings thereon. All amounts within the “Aggregate Balance at Last Fiscal Year End” column for each NEO were
included in Summary Compensation Tables for previous years, to the extent the executive was named in such tables and the
amounts were so required to be reported in such tables and with the value of OSUs included in the year of grant of those units
based on the grant date fair value of the award.

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

Potential Payments on Termination or Change in Control

Employment and Retention Agreements
As noted above, we entered into employment agreements with Dr. Hou, Mr. Lin and Mr. Pickle that include
the severance provisions described below. We also entered into a retention agreement with Mr. Silberstein
during fiscal year 2024 that provided severance benefits upon certain terminations of his employment
outside of the period covered by the CIC Plan.

Dr. Hou’s Employment Agreement

Dr. Hou’s employment agreement generally provides that if Dr. Hou’s employment with the Company is
terminated by the Company without Cause (as defined in the agreement), upon expiration of the term of the
employment agreement then in effect by reason of the Company’s delivery of a notice of non-renewal if the
Company did not have Cause to deliver such non-renewal notice, or by Dr. Hou for Good Reason (as
defined in the agreement), Dr. Hou will be entitled to receive the following separation benefits: (1) one times
his annual base salary paid out in installments over the year following his separation date (or, in the event
such termination of employment occurs during a Change in Control Window, Dr. Hou will instead be entitled
to payment of two times his annual base salary paid out in installments over the two years following his
separation date); (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus
a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the
number of days of employment during the year); (3) payment or reimbursement of Dr. Hou’s premiums to
continue healthcare coverage under COBRA for up to 12 months (24 months if such termination of
employment occurs during a Change in Control Window); (4) full vesting of any unvested amounts allocated
to Dr. Hou’s account under the Deferred Compensation Plan; (5) as to each then-outstanding equity-based
award granted by the Company to Dr. Hou that vests based solely on continued service with the Company
and unless otherwise expressly provided in the applicable award agreement, accelerated vesting of any
portion of the award that was scheduled to vest within one year after Dr. Hou’s separation date (accelerated
vesting of the entire outstanding and unvested portion of the award if such termination of employment
occurs during a Change in Control Window); and (6) as to each outstanding equity-based award granted by
the Company to Dr. Hou that is subject to performance-based vesting requirements and unless otherwise
expressly provided in the applicable award agreement, Dr. Hou’s employment with the Company will be
deemed to have continued for one year after his separation date (except that, if such termination of
employment occurs during a Change in Control Window, any service-based vesting requirement under the
award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will
be treated as provided in the applicable award agreement). Dr. Hou’s receipt of the separation benefits
described above is conditioned on Dr. Hou delivering a release of claims in favor of the Company. For
purposes of Dr. Hou’s employment agreement, “Change in Control Window” generally means the period of
time in connection with a change in control of the Company that begins on the date 90 days prior to the
consummation of the change in control transaction (or, if earlier, on the date a definitive agreement is
entered into to effect the change in control transaction) and ends on the second anniversary of the
consummation of the change in control transaction.

If Dr. Hou’s employment terminates due to his death or disability, he would be entitled to payment of any
bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus
for the year in which his employment ends.

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EXECUTIVE COMPENSATION

Mr. Lin’s Employment Agreement

Mr. Lin’s employment agreement generally provides that if Mr. Lin’s employment with the Company is
terminated by the Company without Cause (as defined in his employment agreement), upon expiration of
the term of the employment agreement then in effect by reason of the Company’s delivery of a notice of
non-renewal if the Company did not have Cause to deliver such non-renewal notice, or by Mr. Lin for Good
Reason (as defined in the employment agreement), Mr. Lin will be entitled to receive the following
separation benefits: (1) one times his annual base salary paid out in installments over the year following his
separation date (or, in the event such termination of employment occurs during a Change in Control
Window, Mr. Lin will instead be entitled to payment of two times his annual base salary paid out in
installments over the two years following his separation date); (2) payment of any bonus due for a fiscal year
that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his
employment ends (pro-rata based on the number of days of employment during the year); (3) payment or
reimbursement of Mr. Lin’s premiums to continue healthcare coverage under COBRA for up to 12 months
(24 months if such termination of employment occurs during a Change in Control Window); (4) full vesting of
any unvested amounts allocated to Mr. Lin’s account under the Deferred Compensation Plan; (5) as to each
then-outstanding equity-based award granted by the Company to Mr. Lin that vests based solely on
continued service with the Company and unless otherwise expressly provided in the applicable award
agreement, accelerated vesting of any portion of the award that was scheduled to vest within one year after
Mr. Lin’s separation date (accelerated vesting of the entire outstanding and unvested portion of the award if
such termination of employment occurs during a Change in Control Window); and (6) as to each outstanding
equity-based award granted by the Company to Mr. Lin that is subject to performance-based vesting
requirements and unless otherwise expressly provided in the applicable award agreement, Mr. Lin’s
employment with the Company will be deemed to have continued for one year after his separation date
(except that, if such termination of employment occurs during a Change in Control Window, any service-
based vesting requirement under the award will be deemed satisfied in full but the performance-based
vesting measurement will still apply and will be treated as provided in the applicable award agreement).
Mr. Lin’s receipt of the separation benefits described above is conditioned on Mr. Lin delivering a release of
claims in favor of the Company. For purposes of Mr. Lin’s employment agreement, “Change in Control
Window” has the same meaning as in Dr. Hou’s employment agreement described above.

If Mr. Lin’s employment terminates due to his death or disability, he would be entitled to payment of any
bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus
for the year in which his employment ends and the Company would provide the COBRA benefit described in
the preceding paragraph.

Mr. Silberstein’s Retention Agreement

On June 8, 2023, the Company and Mr. Silberstein entered into a Retention Agreement (the “Silberstein
Retention Agreement”) that provided for severance benefits in the event that Mr. Silberstein’s employment
with the Company terminated under certain conditions described below. The Human Capital and
Compensation Committee determined it would be appropriate to provide these severance protections to
Mr. Silberstein during this period in which the Company was transitioning to a new CEO.

The Silberstein Retention Agreement generally provided that if, at any time prior to December 8, 2024,
Mr. Silberstein’s employment with the Company was terminated by the Company without Cause or by
Mr. Silberstein for Good Reason (as such terms are defined in the Silberstein Retention Agreement), and in
either case his termination was not in connection with a change in control of the Company, Mr. Silberstein
would have been entitled to receive the following separation benefits: (1) one times his annual base salary
paid out in installments over twelve months following his separation date; (2) payment of any bonus due for
a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the fiscal
year in which his employment ends (pro-rata based on the number of days of employment during the year);

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 EXECUTIVE COMPENSATION

(3) payment or reimbursement of Mr. Silberstein’s premiums to continue healthcare coverage under COBRA
for up to 12 months; (4) as to each then-outstanding equity-based award granted by the Company to
Mr. Silberstein that vested based solely on continued service with the Company and unless otherwise
expressly provided in the applicable award agreement, accelerated vesting of any portion of the award that
was scheduled to vest within one year after Mr. Silberstein’s separation date; and (5) as to each outstanding
equity-based award granted by the Company to Mr. Silberstein that was subject to performance-based
vesting requirements and unless otherwise expressly provided in the applicable award agreement,
Mr. Silberstein would be deemed to have satisfied any service-based requirement applicable to a
performance period that ended within one year after his separation date. Mr. Silberstein’s receipt of the
separation benefits described above would have been conditioned on Mr. Silberstein delivering a release of
claims in favor of the Company.

Mr. Silberstein also continued to be eligible for severance benefits under the CIC Plan described above if
there had been an involuntary termination of his employment with the Company during the “change in
control window” (as defined in the CIC Plan). If Mr. Silberstein had been entitled to benefits provided under
the CIC Plan and his separation date occurred prior to the applicable change in control transaction, the cash
severance provided under the Change in Control Plan would have been reduced by the amount of any cash
severance previously paid to him pursuant to the Silberstein Retention Agreement. Mr. Silberstein’s
severance protections under the Silberstein Retention Agreement terminated in accordance with the terms
of the agreement on December 8, 2024, but Mr. Silberstein continues to be a participant in the CIC Plan
described below.

Mr. Pickle’s Employment Agreement

Mr. Pickle’s employment agreement generally provided that if Mr. Pickle’s employment with the Company
was terminated by the Company without Cause (as defined in his employment agreement), upon expiration
of the term of the Pickle Employment Agreement then in effect by reason of the Company’s delivery of a
notice of non-renewal if the Company did not have Cause to deliver such non-renewal notice, or by
Mr. Pickle for Good Reason (as defined in the Pickle Employment Agreement), Mr. Pickle would be entitled
to receive the following separation benefits: (1) one times his annual base salary paid out in installments
over the year following his separation date (or, in the event such termination of employment occurs during a
Change in Control Window, Mr. Pickle will instead be entitled to payment of two times his annual base salary
paid out in installments over the two years following his separation date); (2) payment of any bonus due for a
fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in
which his employment ends (pro-rata based on the number of days of employment during the year);
(3) payment or reimbursement of Mr. Pickle’s premiums to continue healthcare coverage under COBRA
(defined below) for up to 12 months (24 months if such termination of employment occurs during a Change
in Control Window); (4) full vesting of any unvested amounts allocated to Mr. Pickle’s account under the
Semtech Executive Compensation Plan; (5) as to each then-outstanding equity-based award granted by the
Company to Mr. Pickle that vested based solely on continued service with the Company and unless
otherwise expressly provided in the applicable award agreement, accelerated vesting of any portion of the
award that was scheduled to vest within one year after Mr. Pickle’s separation date (accelerated vesting of
the entire outstanding and unvested portion of the award if such termination of employment occurs during a
Change in Control Window); and (6) as to each outstanding equity-based award granted by the Company to
Mr. Pickle that is subject to performance-based vesting requirements and unless otherwise expressly
provided in the applicable award agreement, Mr. Pickle’s employment with the Company would be deemed
to have continued for one year after his separation date (except that, if such termination of employment
occurs during a Change in Control Window, any service-based vesting requirement under the award will be
deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated
as provided in the applicable award agreement). Mr. Pickle’s receipt of the separation benefits described
above was conditioned on Mr. Pickle delivering a release of claims in favor of the Company. For purposes of
Mr. Pickle’s employment agreement, “Change in Control Window” had the same meaning as in Dr. Hou’s

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EXECUTIVE COMPENSATION

employment agreement described above. If Mr. Pickle’s employment terminated due to his death or
disability, he would be entitled to payment of any bonus due for a fiscal year that ended prior to his
separation date plus a pro-rata portion of his target bonus for the year in which his employment ends.

Mr. Pickle’s employment with the Company was terminated by the Company without cause effective July 6,
2024. Pursuant to his employment agreement, Mr. Pickle received the following severance benefits in
connection with the termination of his employment: (1) one times his annual base salary paid out in
installments over the year following his separation date; (2) a pro-rata portion of his target bonus for fiscal
year 2025; payment of his premiums to continue healthcare coverage under COBRA for up to 12 months;
(4) accelerated vesting of his Time-Based RSUs that were scheduled to vest within one year after his
termination date; and (5) for purposes of any time-based vesting requirement under his Performance-Based
RSUs, credit for continued employment with the Company for one year after this termination date.

Executive Change in Control Retention Plan

We maintain the CIC Plan. The CIC Plan is designed to provide incentives for eligible executive officers to
exert maximum efforts for the Company’s success, and to retain those persons, even in the face of a
potential “change in control” of the Company (as defined in the CIC Plan). The Human Capital and
Compensation Committee administers the CIC Plan. Eligible persons under the CIC Plan are limited to
certain executives of the Company who are designated by the Human Capital and Compensation
Committee as eligible to participate in the CIC Plan. Dr. Hou and Mr. Lin do not participate, and Mr. Pickle
did not participate, in the CIC Plan as their employment agreements provide severance benefits upon
certain terminations of their employment with the Company as described above.

Under the CIC Plan, a “change in control” is generally defined to include any of the following: (1) an
acquisition by any individual, entity or group of more than 30% of the outstanding shares of the Company’s
common stock or the outstanding voting securities of the Company (provided that if such an acquisition was
specifically approved in advance by the Board, the reference to “30%” in this clause (1) shall instead be
“50%”); (2) certain majority changes in the Board; (3) certain reorganizations, mergers, dispositions, or
consolidations of the Company, or certain sales of substantially all of the Company’s assets; and (4) a
dissolution or liquidation of the Company.

The CIC Plan provides for certain severance benefits if the participant’s employment with the Company
terminates in certain circumstances in connection with a change in control. If the CIC Plan participant’s
employment is terminated by the Company other than for “cause” or by the participant for “good reason” (as
such terms are defined in the CIC Plan), in either case during a “change in control window,” the participant
will be entitled to receive specified severance benefits. The severance benefits that would be provided in
these circumstances to each of our Named Executive Officers who is a CIC Plan participant are as follows:
(1) a cash severance benefit equal to (A) one times the sum of the participant’s annual base
salary rate (at the highest annual rate during the six-month period prior to the change in
control) plus the participant’s target bonus amount (equal to the greater of the target bonus for
the fiscal year in which the participant’s employment with the Company terminates or the
immediately preceding fiscal year), and (B) a pro-rata target bonus (based on the portion of the
year the participant was employed by the Company) for the fiscal year in which the
participant’s employment with the Company terminates;
(2) payment or reimbursement of the participant’s premiums to continue coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for up to 12 months;
(3) pursuant to the terms of the Deferred Compensation Plan, accelerated vesting of any unvested
account balance under such plan; and

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(4) unless otherwise provided for in the applicable award agreement or the participant’s CIC Plan
participation agreement, accelerated vesting of any unvested Company equity awards subject
to only time-based vesting conditions (including any such award that was originally subject to
performance-vesting conditions but as to which the award is subject only to time-based vesting
conditions following a change in control (as described below)).

The CIC Plan generally defines a “change in control window” as the period (1) beginning on the earlier of
(a) 90 days prior to a change in control or (b) the execution of a definitive agreement to effect a transaction
that, if consummated in accordance with the proposed terms, would constitute a change in control (provided
that the transaction with the party to the definitive agreement is actually consummated within one year
following the execution of such definitive agreement and such transaction actually constitutes a change in
control), and (2) ending on the second anniversary of such change in control. A CIC Plan participant’s right
to receive the severance benefits under the CIC Plan described above is contingent on the participant
providing a general release of claims in favor of the Company and the participant complying with a one-year
post-termination non-competition covenant.

The CIC Plan does not provide for automatic accelerated vesting of equity awards upon a change in control
transaction. The CIC Plan does not include a tax “gross-up” provision. Instead, if any payments or benefits
to be received by a participant in the CIC Plan in connection with a change in control of the Company would
be subject to any excise tax under Sections 280G and 4999 of the Internal Revenue Code (the “Excise
Tax”), such payments and benefits will either be reduced (but not below zero) as necessary to avoid the
participant incurring any such Excise Tax or be paid in full (with the participant paying any Excise Tax due),
whichever places the participant in the best after-tax position (taking into account federal, state and local
income taxes and the Excise Tax).

Under the CIC Plan, upon the occurrence of a change in control, and unless otherwise expressly provided
for in an applicable award agreement or a participant’s CIC Plan participation agreement, as to any then
outstanding and unvested Company equity awards that are subject to performance-based vesting
conditions, the number of shares or units subject to the award will be adjusted to equal the “target” number
of shares or units subject to the award, and such adjusted equity award will remain subject to any time-
based vesting requirements under the original terms of the award (and will be subject to any accelerated
vesting with respect to time-based vesting equity awards as described above).

On June 11, 2024, the Human Capital and Compensation Committee approved an extension of the term of
the CIC Plan (which had been scheduled to expire in August 2024) so that the term will expire on June 11,
2029. Unless extended by the Board or the Human Capital and Compensation Committee, the CIC Plan will
automatically terminate on June 11, 2029, provided that (i) if a definitive agreement to effect a transaction
that, if consummated in accordance with the proposed terms, would constitute a change in control is entered
into before June 11, 2029, the term of the CIC Plan will not terminate earlier than the first anniversary of the
date the definitive agreement is entered into or (ii) if a change in control occurs during the term of the CIC
Plan then in effect, the term of the CIC Plan will not terminate earlier than the second anniversary of such
change in control. The Company (acting through the Board or the Human Capital and Compensation
Committee) may amend or terminate the CIC Plan at any time, but no amendment or termination that occurs
within a change in control window will apply to a participant until the later of (a) the expiration of such
change in control window or (b) three months after the Human Capital and Compensation Committee
provides the participant with written notice of such amendment or termination, unless the participant
consents to the amendment or termination or the amendment or termination does not adversely affect the
participant.

Equity Awards
Under the terms of our stockholder approved equity incentive plans, if there is a change in control of the
Company and the successor entity does not assume the obligation for the stock options or other

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EXECUTIVE COMPENSATION

equity-based awards, or the awards do not otherwise remain outstanding after the transaction, then the
unvested stock options and other equity based awards (other than Performance-Based Units, described
below) generally will become fully vested as a result of the transaction. If the successor entity does assume
the obligation for stock options or other equity-based awards in the change in control transaction, then the
executive’s assumed awards would generally be subject to accelerated vesting upon an involuntary
termination of employment during a “change in control window” pursuant to the executive’s employment
agreement or the CIC Plan as described above. Awards of Performance-Based Units are also subject to
adjustment upon a change in control as described below.

As to our Financial Metric PSUs awarded in fiscal year 2025, in the event of a change in control in which the
Company’s stock ceases to be publicly-traded, the number of units subject to the fiscal year in which the
change in control occurs will generally become “fixed” as to the target number of units (or, if greater, based
on the Company’s actual performance through the last fiscal quarter before the change in control occurs),
subject to adjustment for the TSR Multiplier based on the Company’s relative TSR through the change in
control and less any units that vested for a prior fiscal year. Such number of units will remain subject to the
time-based vesting condition applicable to that portion of the award through the end of the original applicable
performance period (unless the award will be terminated in connection with the transaction and not assumed
by an acquiring company, in which case these units would also vest on the closing of the transaction). If the
executive’s employment terminates in circumstances on or after a change in control that entitle the executive
to severance benefits under the CIC Plan or the executive’s employment agreement, the time-based vesting
conditions applicable to the award would no longer apply and the remaining units subject to the award (after
giving effect to the performance measurement on the change in control) would accelerate and become
payable on the separation.

As to our Financial Metric PSUs awarded in fiscal year 2024, in the event of a change in control in which the
Company’s stock ceases to be publicly-traded, the number of units subject to the fiscal year in which the
change in control occurs will generally become “fixed” based on the Company’s actual performance through
the last fiscal quarter before the change in control occurs. Such number of units will remain subject to the
time-based vesting condition applicable to that portion of the award through the end of the original applicable
performance period (unless the award will be terminated in connection with the transaction and not assumed
by an acquiring company, in which case these units would also vest on the closing of the transaction). If the
executive’s employment terminates in circumstances on or after a change in control that entitle the executive
to severance benefits under the CIC Plan or the executive’s employment agreement, the time-based vesting
conditions applicable to the award would no longer apply and the remaining units subject to the award (after
giving effect to the performance measurement on the change in control) would accelerate and become
payable on the separation.

As to our Relative TSR PSUs awarded in fiscal year 2023 and 2024, in the event of a change in control in
which the Company’s stock ceases to be publicly-traded, the number of units subject to any portion of the
award as to which the performance period did not end before the closing of the change in control will
become “fixed” based on the Company’s TSR relative to the TSR of the Russell 3000 Index (or other
applicable comparison group) for a shortened performance period ending with the change in control. In such
circumstances, a prorated portion (based on the portion of the performance period elapsed before the
transaction) of the number of units that become fixed on the change in control will accelerate and be paid
upon the closing of the transaction. The balance of the units will remain subject to the time-based vesting
condition applicable to the awards through the end of the original applicable performance periods (unless
the awards were to be terminated in connection with the transaction and not assumed by an acquiring
company, in which case these units would also vest on the closing of the transaction). If the executive’s
employment terminates in circumstances on or after a change in control that entitle the executive to
severance benefits under the CIC Plan or the executive’s employment agreement, the time-based vesting
conditions applicable to the award would no longer apply and the remaining units subject to the award (after

76 | Semtech Corporation 2025 Proxy Statement

 EXECUTIVE COMPENSATION

giving effect to the performance measurement on the change in control) would accelerate and become
payable on the separation.

The Deferred Compensation Plan

Participants in the Deferred Compensation Plan, including our NEOs, may elect on initial enrollment to have
their vested account balances distributed on a change in control. Participants become 100% vested in
Company contributions on the following events: attainment of “normal retirement age” (as defined in the
Deferred Compensation Plan), death, “disability” (as defined in the Deferred Compensation Plan), or
involuntary termination of employment within 18 months of a “change in control” (as defined in the Deferred
Compensation Plan).

Dr. Hou
The table below sets forth potential benefits that Dr. Hou would have been entitled to receive from the
Company on a termination of his employment under the circumstances described above or on a change in
control event, assuming the event had occurred on January 26, 2025.
Severance: Severance:

Vesting of
Equity
Base Non-Equity Welfare Based Other
Reason for Salary Incentives Benefits Awards Benefits Total (4)
Termination ($) ($) ($) ($) ($) ($)
Voluntary Resignation or Termination for Cause (1) – – – – – –
Resignation For Good Reason or Termination
Without Cause (Not in Connection with a Change
in Control of Semtech) 650,000 650,000 39,182 6,627,822 (2) – 7,967,004
Death or Disability – 650,000 – – – 650,000
Resignation For Good Reason or Termination
Without Cause Within 90 days Prior to, or Within
Two Years After, a Change in Control of Semtech 1,300,000 650,000 78,364 17,042,811 (3) – 19,071,175

(1) For a termination in these circumstances on January 26, 2025, Dr. Hou would have been required to repay to the company
$700,000, which represents his Sign-On Bonus and Buy-Out Award. Dr. Hou would not have been required to repay to the
company any portion of his Sign-On Bonus or Buy-Out Award had his employment been terminated in any of the other
circumstances referenced in the table above.
(2) This value has been presented based on the $73.02 closing price of a share of the Company’s common stock on January 24, 2025
(the last trading day of fiscal year 2025) multiplied by the number of stock units subject to the following equity awards granted to
Dr. Hou that would accelerate (or be eligible to continue to vest, as the case may be) in such circumstances: (a) all of Dr. Hou’s
Time-Based Units scheduled to vest in fiscal year 2026, (b) the Financial Metric/TSR Hybrid PSUs that were eligible to vest with
respect to fiscal year 2025 performance, and (c) the Financial Metric/TSR Hybrid PSUs that would be eligible to vest with respect to
fiscal year 2026 performance (for purposes of this presentation, at an assumed vesting level of 105.43%).
(3) This value has been presented based on the $73.02 closing price of a share of the Company’s common stock on January 24, 2025
(the last trading day of fiscal year 2025) multiplied by the number of stock units subject to the following equity awards granted to
Dr. Hou that would accelerate in such circumstances: (a) all of Dr. Hou’s Time-Based Units outstanding and unvested as of
January 26, 2025, (b) the Financial Metric/TSR Hybrid PSUs that were eligible to vest with respect to fiscal year 2025 performance,
and (c) the Financial Metric/TSR Hybrid PSUs that would be eligible to vest with respect to performance in fiscal years 2026 and
2027 (for purposes of this presentation, at an assumed level of 105.43% and 400%, respectively).
This presentation assumes that all equity awards will be assumed or otherwise continued following the change in control event.
Dr. Hou’s equity awards will not automatically accelerate on a change in control to the extent that they are assumed or otherwise
remain outstanding. However, if the awards were to be terminated in connection with a change in control (and not assumed or
otherwise continued), they would accelerate. For purposes of this presentation, assuming the equity awards held by Dr. Hou were
to accelerate on a change in control that occurred on the last day of fiscal year 2025 because the awards were not assumed or
otherwise continued, the value of those awards would be the same as presented above for a termination of Dr. Hou’s employment
without Cause, or a resignation by Dr. Hou for Good Reason, that occurred on that date and in connection with a change in control.

Semtech Corporation 2025 Proxy Statement | 77

EXECUTIVE COMPENSATION

(4) Pursuant to the terms of his employment agreement, if any payment or benefit received by Dr. Hou in connection with a change in
control of the Company would have been subject to the Excise Tax, such payments and benefits will either be reduced (but not
below zero) as necessary to prevent Dr. Hou from incurring any such Excise Tax (a “280G Cutback”) or be paid in full (with Dr. Hou
paying any Excise Tax due), whichever places Dr. Hou in the best after-tax position (taking into account federal, state and local
income taxes and the Excise Tax). This presentation assumes that Dr. Hou would not be subject to a 280G Cutback in these
circumstances had they occurred at the end of fiscal year 2025.

Mr. Lin
The table below sets forth potential benefits that Mr. Lin would have been entitled to receive from the
Company on a termination of his employment under the circumstances described above or on a change in
control event, assuming the event had occurred on January 26, 2025.

Severance: Severance:

Vesting of
Equity
Base Non-Equity Welfare Based Other
Reason for Salary Incentives Benefits Awards Benefits Total (4)
Termination ($) ($) ($) ($) ($) ($)
Voluntary Resignation or Termination for Cause (1) – – – – – –
Resignation For Good Reason or Termination
Without Cause (Not in Connection with a Change
in Control of Semtech) 420,000 315,000 45,613 8,768,727 (2) 3,230 9,552,570
Death or Disability – 315,000 – – – 315,000
Resignation For Good Reason or Termination
Without Cause Within 90 days Prior to, or Within
Two Years After, a Change in Control of Semtech 840,000 315,000 91,226 15,931,186 (3) 3,230 17,180,642

(1) For a termination in these circumstances on January 26, 2025, Mr. Lin would have been required to repay to the company $66,667,
which represents the unvested portion of his signing bonus. Mr. Lin would not have been required to repay to the company any
portion of his signing bonus had his employment been terminated in any of the other circumstances referenced in the table above.

(2) This value has been presented based on the $73.02 closing price of a share of the Company’s common stock on January 24, 2025
(the last trading day of fiscal year 2025) multiplied by the number of stock units subject to the following equity awards granted to
Mr. Lin that would accelerate (or be eligible to continue to vest, as the case may be) in such circumstances: (a) all of Mr. Lin’s
Time-Based Units scheduled to vest in fiscal year 2026, (b) the Financial Metric/TSR Hybrid PSUs, the Financial Metric PSUs, and
the Relative TSR PSUs that were eligible to vest with respect to fiscal year 2025 performance, (c) the Financial Metric/TSR Hybrid
PSUs that would be eligible to vest with respect to fiscal year 2026 performance (for purposes of this presentation, at an assumed
vesting level of 105.43%), (d) the Financial Metric PSUs that would be eligible to vest with respect to fiscal year 2026 performance
(for purposes of this presentation, at an assumed vesting level of 143.79%); and (e) the Relative TSR PSUs that would be eligible
to vest with respect to fiscal year 2026 performance (for purposes of this presentation, at an assumed 200% level of performance).

(3) This value has been presented based on the $73.02 closing price of a share of the Company’s common stock on January 24, 2025
(the last trading day of fiscal year 2025) multiplied by the number of stock units subject to the following equity awards granted to
Mr. Lin that would accelerate in such circumstances: (a) all of Mr. Lin’s Time-Based Units outstanding and unvested as of
January 26, 2025, (b) the Financial Metric/TSR Hybrid PSUs, the Financial Metric PSUs, and the Relative TSR PSUs that were
eligible to vest with respect to fiscal year 2025 performance, (c) the Financial Metric/TSR Hybrid PSUs that would be eligible to vest
with respect to performance in fiscal years 2026 and 2027 (for purposes of this presentation, at an assumed vesting level of
105.43% and 400%, respectively), (d) the Financial Metric PSUs that would be eligible to vest with respect to performance in fiscal
year 2026 (for purposes of this presentation, at an assumed vesting level of 143.79%); and (e) the Relative TSR PSUs that would
be eligible to vest with respect to fiscal year 2026 performance (for purposes of this presentation, at an assumed vesting level of
200% level of performance).

This presentation assumes that all equity awards will be assumed or otherwise continued following the change in control event.
Mr. Lin’s equity awards will not automatically accelerate on a change in control to the extent that they are assumed or otherwise
remain outstanding. However, if the awards were to be terminated in connection with a change in control (and not assumed or
otherwise continued), they would accelerate. For purposes of this presentation, assuming the equity awards held by Mr. Lin were to
accelerate on a change in control that occurred on the last day of fiscal year 2025 because the awards were not assumed or
otherwise continued, the value of those awards would be the same as presented above for a termination of Dr. Hou’s employment
without Cause, or a resignation by Mr. Lin for Good Reason, that occurred on that date and in connection with a change in control.

78 | Semtech Corporation 2025 Proxy Statement

 EXECUTIVE COMPENSATION

(4) Pursuant to the terms of his employment agreement, if any payment or benefit received by Mr. Lin in connection with a change in
control of the Company would have been subject to the Excise Tax, such payments and benefits will either be reduced (but not
below zero) as necessary to prevent Mr. Lin from incurring any such Excise Tax (a “280G Cutback”) or be paid in full (with Mr. Lin
paying any Excise Tax due), whichever places Mr. Lin in the best after-tax position (taking into account federal, state and local
income taxes and the Excise Tax). This presentation assumes that Mr. Lin would not be subject to a 280G Cutback in these
circumstances had they occurred at the end of fiscal year 2025.

Other Named Executive Officers

The table below sets forth potential benefits that Messrs. Silberstein, Rayabhari and Russell (the “Other
Executives”) would have been entitled to receive from the Company on a termination of their employment in
circumstances that would have triggered benefits under the CIC Plan, assuming the event had occurred on
January 26, 2025.

Severance: Severance:

One Times Vesting of

Target Bonus Equity
Base Plus Pro- Welfare Based Other
Salary Rated Bonus Benefits Awards (1) Benefits Total (2)
Executive ($) ($) ($) ($) ($) ($)
Mr. Silberstein 455,000 728,000 39,182 13,396,854 – 14,619,036
Mr. Rayabhari 400,000 640,000 31,905 11,657,329 – 12,729,234
Mr. Russell 350,000 525,000 41,720 8,438,337 2,692 9,357,749

(1) These values have been presented based on the $73.02 closing price of a share of the Company’s common stock on January 24,
2025 (the last trading day of fiscal year 2025) multiplied by the number of stock units subject to the following equity awards granted
to the Other Executives that would accelerate in such circumstances: (a) Time-Based Units outstanding and unvested as of
January 26, 2025, (b) the Financial Metric/TSR Hybrid PSUs that were eligible to vest with respect to fiscal year 2025 performance,
(c) the Financial Metric/TSR Hybrid PSUs that would be eligible to vest with respect to performance in fiscal years 2026 and 2027
(for purposes of this presentation, at an assumed vesting level of 105.43% and 400%, respectively), and (d) for Messrs. Silberstein
and Rayabhari the Relative TSR PSUs that were eligible to vest with respect to fiscal year 2025 performance and the Relative TSR
PSUs that would be eligible to vest with respect to fiscal year 2026 performance (for purposes of this presentation, at an assumed
200% level of performance). No value has been included for Messrs. Silberstein and Rayabhari’s Financial Metric PSUs because
no portion of such awards held by them were eligible to vest based on fiscal year 2025 performance and at the end of fiscal year
2025, performance was tracking below the threshold level of performance.

This presentation assumes that all equity awards will be assumed or otherwise continued following the change in control event.
The Other Executives’ equity awards will not automatically accelerate on a change in control to the extent that the awards are
assumed or otherwise remain outstanding. However, if the awards were to be terminated in connection with a change in control
(and not assumed or otherwise continued), they would accelerate. For purposes of this presentation, assuming the equity awards
held by each Other Executive were to accelerate on a change in control that occurred on the last day of fiscal year 2025 because
the awards were not assumed or otherwise continued, the value of those awards would be the same as presented above for a
termination of the Other Executive’s employment without Cause, or a resignation by the Other Executive for Good Reason, that
occurred on that date and in connection with a change in control.

(2) Pursuant to the terms of the CIC Plan, if any payment or benefit received by an Other Executive in connection with a change in
control of the Company would have been subject to the Excise Tax, such payments and benefits will either be reduced (but not
below zero) as necessary to prevent the Other Executive from incurring any such Excise Tax (a “280G Cutback”) or be paid in full
(with the Other Executive paying any Excise Tax due), whichever places the Other Executive in the best after-tax position (taking
into account federal, state and local income taxes and the Excise Tax). This presentation assumes that the Other Executives would
not be subject to a 280G Cutback in these circumstances had they occurred at the end of fiscal year 2025.

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EXECUTIVE COMPENSATION

Mark Russell Separation Agreement

As noted above, Mr. Russell’s employment with the Company terminated on March 6, 2025. The Company
entered into a separation agreement with Mr. Russell in connection with the termination of his employment
that provides the Company will pay or reimburse Mr. Russell for his premiums to continue healthcare
coverage under COBRA for up to 12 months following his termination date. In addition, the agreement
provided that the Company would, subject to Mr. Russell providing a release of claims to the Company,
provide Mr. Russell with (a) a lump sum cash severance payment of $175,000, and (b) a cash bonus for
fiscal year 2025 to be determined and paid as though Mr. Russell had been employed with the Company
through the date that the Company generally paid cash bonuses to its executive officers for fiscal year 2025.
The Summary Compensation Table above includes Mr. Russell’s cash bonus for fiscal year 2025, but not
his COBRA or severance benefits as Mr. Russell’s termination of employment occurred in fiscal year 2026.

80 | Semtech Corporation 2025 Proxy Statement

 EXECUTIVE COMPENSATION

CEO PAY-RATIO DISCLOSURE

Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the total
annual compensation of our CEO to the median of the total annual compensation of all of our employees
(excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described
below, we have determined that our CEO’s total annualized compensation for fiscal year 2025 was
$7,004,554, and the median of the total fiscal year 2025 compensation of all of our employees (excluding
our CEO) was $106,692. Accordingly, we estimate the ratio of our CEO’s total annualized compensation for
fiscal year 2025 to the median of the total fiscal year 2025 compensation of all of our employees (excluding
our CEO) to be 66 to 1.

Since two individuals served as our CEO during fiscal year 2025 and Dr. Hou did not commence
employment with us until June 6, 2024, the CEO total compensation included in the paragraph above is
based on annualizing Dr. Hou’s fiscal year 2025 compensation as if he had served as our CEO for all of
fiscal year 2025. Dr. Hou’s fiscal year 2025 total compensation reported in the “Summary Compensation
Table” above is 6,759,554. Dr. Hou’s annualized compensation of $7,004,554 for fiscal year reflects the
grant date fair value of his fiscal year 2025 equity awards ($5,256,971) plus his annualized salary of
$650,000 (rather than the salary of $405,000 that he actually earned for the portion of the fiscal year he was
employed with us) plus his sign-on bonus of $350,000, annual fiscal year bonus of $370,500 and all other
compensation of $377,083.

We identified the median employee by taking into account the total base wages for fiscal year 2025 for all
individuals, excluding our CEO, who were employed by us or one of our affiliates on January 26, 2025, the
last day of our fiscal year. We included all employees, whether employed on a full-time, part-time, or
seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total base
wages for fiscal year 2025, and we did not annualize the compensation for any employees who were not
employed by us for all of fiscal year 2025. We believe total base wages for all employees is an appropriate
measure because we do not distribute annual incentive awards to all employees.

Once the median employee was identified as described above, that employee’s total annual compensation
for fiscal year 2025 was determined using the same rules that apply to reporting the compensation of our
Named Executive Officers (including our CEO) in the “Total” column of the Summary Compensation Table.
The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined
based on that methodology.

This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology
described above. The SEC rules for identifying the median compensated employee and calculating the pay
ratio based on that employee’s annual total compensation allow companies to adopt a variety of
methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such,
the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other
companies may have different employment and compensation practices and may utilize different
methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Semtech Corporation 2025 Proxy Statement | 81

EXECUTIVE COMPENSATION

PAY VERSUS PERFORMANCE

The following summarizes the relationship between the total compensation paid to our CEO and our other
NEOs, and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is
also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to
as our “Non-PEO NEOs”):
Value of Initial Fixed $100
Average Investment Based On:
Summary Average Semtech
Summary Summary Summary Compensation Compensation Philadelphia Semtech Non-GAAP
Compensation Compensation Compensation Compensation Compensation Compensation Table Total Actually Paid Semiconductor Net Operating
Table Total Actually Table Total Actually Table Total for Actually Paid for Non-PEO to Non-PEO Semtech Index Income Income
Fiscal for CEO#1 Paid to CEO#1 for CEO#2 Paid to CEO#2 CEO#3 to CEO#3 NEOs NEOs TSR TSR ($ Thousands) ($ Thousands)
Year ($)(1)(2) ($)(3) ($)(1)(2) ($)(3) ($)(1)(2) ($)(3) ($)(1)(2) ($)(3) ($)(4) ($)(4) (5) (6)
2025 – – 8,811,520 7,763,060 6,759,554 18,621,432 3,211,783 12,210,924 139.03 277.64 (161,896) 148,989
2024 7,757,751 5,468,214 6,745,681 5,023,239 – – 2,434,248 1,004,869 39.2 225.68 (1,092,029) 92,688
2023 1,064,219 (11,233,662) – – – – 2,675,024 1,017 63.12 153.08 61,372 210,665
2022 1,667,178 (1,985,990) – – – – 2,706,114 1,735,115 129.15 171.69 125,645 202,792
2021 1,519,953 11,763,074 – – – – 1,574,886 2,455,948 135.09 150.05 59,867 139,535

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

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

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

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

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

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

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

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

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

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

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

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 EXECUTIVE COMPENSATION

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

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

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

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EXECUTIVE COMPENSATION

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

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

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

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

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 EXECUTIVE COMPENSATION

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

Reconciliation of Average Summary Compensation Fiscal Fiscal

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

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

Semtech Corporation 2025 Proxy Statement | 85

EXECUTIVE COMPENSATION

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

Compensation Actually Paid vs. TSR

$25,000,000 $300.00
$277.64

(value of initial $100 investment)

$20,000,000 $250.00
$225.68
Compensation Actually Paid

$15,000,000
$171.69 $153.08 $200.00

Company TSR
$150.05
$10,000,000
$139.03
$129.15 $150.00
$5,000,000
$135.09
$100.00
$0
$63.12
$50.00
-$5,000,000
$39.20
-$10,000,000 $0.00

-$15,000,000 -$50.00
2021 2022 2023 2024 2025

PEO 1 (Maheswaran) PEO 2 (Pickle) PEO 3 (Hou)

Average for Non-PEO NEOs Semtech TSR PHLX Index TSR

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

Compensation Actually Paid vs. Net Income

$25,000,000 $200,000
$59,867 $61,372
$20,000,000 $0
$125,645
Compensation Actually Paid

$(161,896)
Net Income ($ thousands)

$15,000,000
-$200,000
$10,000,000
-$400,000
$5,000,000
-$600,000
$0
-$800,000
-$5,000,000

-$10,000,000 -$1,000,000

$(1,092,029)
-$15,000,000 -$1,200,000
2021 2022 2023 2024 2025

PEO 1 (Maheswaran) PEO 2 (Pickle) PEO 3 (Hou)

Average for Non-PEO NEOs Net Income ($ Thousands)

86 | Semtech Corporation 2025 Proxy Statement

 EXECUTIVE COMPENSATION

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

Compensation Actually Paid vs. Non-GAAP Adjusted Operating Income

Non-GAAP Operating Income (thousands)

$25,000,000 $250,000
$210,665
$20,000,000
Compensation Actually Paid

$200,000
$15,000,000
$202,792
$148,989
$10,000,000
$150,000
$139,535
$5,000,000

$100,000
$0
$92,668
-$5,000,000
$50,000
-$10,000,000

-$15,000,000 $0
2021 2022 2023 2024 2025

PEO 1 (Maheswaran) PEO 2 (Pickle) PEO 3 (Hou)

Average for Non-PEO NEOs Non-GAAP Adjusted Operating Income ($ Thousands)

Following is an unranked list of the Company’s financial performance measures we consider most important
in linking the compensation actually paid to our NEOs for fiscal year 2025 with the Company’s performance.
• Relative TSR (used to determine vesting in our Relative TSR PSUs)
• Non-GAAP Adjusted Operating Income (used in both our Financial Metric PSUs and our Executive
Bonus Plan)
• Net Sales (used in both our Financial Metric PSUs and our Executive Bonus Plan)

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

Semtech Corporation 2025 Proxy Statement | 87

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY
COMPENSATION PLANS
We currently maintain the following stock-based compensation plans. The plans are:
• 2017 Long-Term Equity Incentive Plan (the “2017 Plan”)
• 2013 Long-Term Equity Incentive Plan (the “2013 Plan”)
• 2008 Long-Term Equity Incentive Plan (the “2008 Plan”)
• Long-Term Stock Incentive Plan (the “1998 Plan”)

Our 2017 Plan was most recently approved by our stockholders on June 9, 2022. The 2013 Plan, 2008 Plan
and 1998 Plan were also approved by our stockholders. However, no new awards can be granted under the
2013 Plan, the 2008 Plan, or the 1998 Plan.

The following table sets forth information with respect to shares of Company common stock that may be
issued under our equity compensation plans as of January 26, 2025.

Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in the issued
Plan Category (1)(2) (2) column)
Equity compensation plans
approved by security holders 3,550,671 $29.59 5,262,532(3)
Equity compensation plans
not approved by security
holders (4) 99,696 — —
Total 3,650,367 $29.59 5,262,532

(1) Includes the number of shares potentially issuable in connection with Performance-Based Unit awards assuming the 100% vesting
level is achieved. This number also includes 14,188 shares that are subject to options granted under the 2013 and 2017 Plans to
employees outside of the United States. In light of applicable tax laws, these options have a longer term than the six-year term
generally provided for options granted under the 2017 Plan, and for purposes of determining the number of shares available for
award grant purposes under the 2017 Plan, are subject to the share-counting ratio for “full-value awards.”

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

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

(4) The shares reported in this row of the table are subject to awards that were granted as an inducement for the grantee to commence
employment with the Company. These shares consist of (1) 30,216 Financial Metric PSUs granted to Paul Pickle, our CEO, during
fiscal year 2024 that were eligible to vest with respect to fiscal year 2025 performance and (2) 22,149 RSUs and 47,331 PSUs
granted to Mark Lin, our CFO, during fiscal year 2024, with the PSUs that were eligible to vest with respect to fiscal year 2025
performance, the Financial Metric PSUs that would be eligible to vest with respect to performance in fiscal year 2026 (for purposes
of this presentation, at an assumed target level of performance), and the Relative TSR PSUs that would be eligible to vest with
respect to fiscal year 2026 performance (for purposes of this presentation, at an assumed 200% level of performance). The terms
of these inducement grants are similar to the annual grants made to our executive officers in March 2023.

88 | Semtech Corporation 2025 Proxy Statement

REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board has:
– reviewed and discussed the Company’s audited financial statements for the fiscal year ended
January 26, 2025 with the Company’s management and with the Company’s independent registered
public accounting firm, Deloitte;
– discussed with Deloitte the matters required to be discussed by the applicable requirements of the
Public Company Accounting Oversight Board and the SEC; and
– received the written disclosures and the letter from Deloitte required by applicable requirements of the
Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit
Committee concerning independence, and discussed the independence of Deloitte with that firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board
that the audited financial statements for the fiscal year ended January 26, 2025 be included in the
Company’s Annual Report on Form 10-K filed with the SEC.

Respectfully submitted by the Audit Committee

Paul Walsh, Chair Rodolpho Cardenuto Paula LuPriore Julie G. Ruehl

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or
incorporated by reference into any other Company filing under the Securities Act or the Exchange Act,
except to the extent that the Company specifically incorporates the Report of the Audit Committee by
reference therein.

Semtech Corporation 2025 Proxy Statement | 89

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
(Proposal Number 2)
The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”), an independent registered public
accounting firm, as the Company’s principal accountant to perform independent audit services for fiscal year
2026.

Ratification of the appointment of the independent registered public accounting firm is not required by our
Bylaws or applicable law, but has historically been submitted to stockholders as a matter of good corporate
governance. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to
retain Deloitte and may decide to retain them notwithstanding the vote. Even if the appointment is ratified,
the Audit Committee may appoint a different independent registered public accounting firm at any point
during the year if the Audit Committee determines that such a change would be in the best interests of the
Company and its stockholders.

Representatives of Deloitte are expected to attend the Annual Meeting. They will have the opportunity to
make a statement, if they so desire, and respond to appropriate questions from stockholders.

✓ The Board recommends a vote FOR the ratification of appointment of

Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for fiscal year 2026

Independent Registered Public Accounting Firm

In connection with the audit of our financial statements for the fiscal year ended January 26, 2025, we
entered into an engagement letter with Deloitte which set forth the terms for Deloitte’s performance of the
audit services.

During fiscal year 2025, each new audit and non-audit engagement of Deloitte was approved in advance by
the Audit Committee or its Chair, and none of those engagements made use of the de minimis exception
contained in SEC rules. The Audit Committee has considered the nature and scope of the non-audit
services provided by Deloitte and has concluded that Deloitte’s performance of these services is compatible
with the auditor’s independence.

The following table sets forth the aggregate fees billed, or expected to be billed, by Deloitte for the audit of
our financial statements for fiscal years 2024 and 2025, and for audit and non-audit services rendered by
Deloitte for those years:
Fiscal Year 2024 Fiscal Year 2025

Audit Fees $3,843,273 $4,834,585

Audit Related Fees 20,000 216,879
Tax Fees 1,338,460 705,070
All Other Fees – –
Total $5,201,733 $5,756,534

The amounts set forth in the table above include amounts paid to Deloitte as reimbursement for
out-of-pocket expenses associated with performance of the services, but do not include Value Added Tax
assessed by some non-U.S. jurisdictions on the amount billed by Deloitte.

90 | Semtech Corporation 2025 Proxy Statement

 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal Number 2)

Audit Fees. This category includes fees for the audit of the Company’s financial statements and internal
control over financial reporting, and for review of the financial statements included in the Company’s
quarterly reports on Form 10-Q.

This category also includes services the auditor provided in connection with international and domestic
statutory and regulatory filings and services only the Company’s independent registered public accounting
firm can provide, specifically assistance with SEC filings, comment letters, and interpretation of accounting
principles.

Audit-Related Fees. For fiscal years 2024 and 2025, this category includes fees for services related to
securities offerings, including consents and comfort letters.

Tax Fees. This category includes fees for assistance with tax return preparation, tax compliance, and
transfer pricing, as well as fees for assistance with tax consulting services in connection with international
entity formation and operation and consulting regarding assessment of new tax rules and regulations.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee is responsible for appointing, compensating, and overseeing the work of the
independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has
established a policy regarding pre-approval of all audit and permissible non-audit services provided by the
independent registered public accounting firm. The policy calls for an annual review and pre-approval, up to
specified dollar limits, of certain types of services that may be provided by the independent registered public
accounting firm without obtaining specific pre-approval from the Audit Committee. During the year,
circumstances may arise when it may become necessary to engage the firm for additional services not
contemplated in the original pre-approval categories. In those instances, specific pre-approval must be
obtained.

The Audit Committee has delegated to its Chair the authority to address certain requests for pre-approval of
services between meetings of the Audit Committee. The Chair must report its pre-approval decisions to the
Audit Committee at its next scheduled meeting. All engagements to provide services related to internal
control must be specifically pre-approved by the Audit Committee and may not be pre-approved in advance
by category or by the Chair between meetings.

The Audit Committee pre-approved all of the non-audit services provided by our independent registered
public accounting firm during fiscal years 2024 and 2025.

Semtech Corporation 2025 Proxy Statement | 91

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
(Proposal Number 3)
As required by Section 14A of the Exchange Act we are providing our stockholders an opportunity to cast a
non-binding advisory vote on the compensation of our Named Executive Officers, as disclosed pursuant to
the compensation disclosure rules of the SEC and set forth in this Proxy Statement (including the
Compensation Discussion and Analysis, compensation tables and narratives accompanying those tables).
This non-binding advisory vote is also referred to as a “say-on-pay” vote.

As described more fully in the Compensation Discussion and Analysis, the Company’s executive
compensation program is designed to align the interests of our executives with the interests of our
stockholders, hold our executives accountable for performance, and attract, retain and motivate qualified
and high-performing executives. The program seeks to align executive compensation with stockholder value
on an annual and long-term basis through a combination of annual incentives and long-term incentives. The
compensation of our Named Executive Officers identified in our 2024 Proxy Statement received the support
of approximately 97.3% of the votes cast on our say-on-pay proposal at our June 2024 Annual Meeting of
Stockholders. We maintained our executive compensation philosophy, focused on performance-based
compensation with rigorous goals, in fiscal year 2025.

For these reasons, we recommend that stockholders vote in favor of the following resolution at the Annual
Meeting:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as
disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the
Compensation Discussion and Analysis, compensation tables and narrative discussion that
accompanies the compensation tables, is hereby APPROVED.
This vote is an advisory vote only and will not be binding on the Company, the Board or the Human Capital
and Compensation Committee, and will not be construed as overruling a decision by, or creating or implying
any additional fiduciary duty for, the Company, the Board or the Human Capital and Compensation
Committee. Although the vote is non-binding, we value continuing and constructive feedback from our
stockholders on compensation and other important matters. The Board and the Human Capital and
Compensation Committee will consider the voting results when making future compensation decisions for
our Named Executive Officers.

The Company’s current policy is to provide stockholders with an opportunity to vote on the compensation of
the Named Executive Officers each year at the Annual Meeting of Stockholders. It is expected that the next
such vote will occur at the 2026 Annual Meeting of Stockholders.

✓ The Board recommends a vote FOR the advisory resolution to approve

executive compensation

92 | Semtech Corporation 2025 Proxy Statement

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SEMTECH
CORPORATION 2017 LONG-TERM EQUITY INCENTIVE PLAN
(Proposal Number 4)
General
At our 2017 Annual Meeting, our stockholders approved the Semtech Corporation 2017 Long-Term Equity
Incentive Plan (the “2017 Plan”), and our stockholders approved amendments of the 2017 Plan at our 2022
and 2024 Annual Meetings. At the 2025 Annual Meeting, stockholders will be asked to approve an
amendment to and restatement of the 2017 Plan, which amendment was adopted, subject to stockholder
approval, by the Board on April 17, 2025.

The Company believes that incentives and stock-based awards focus employees on the objective of
creating stockholder value and promoting the success of the Company, and that incentive compensation
plans like the 2017 Plan are an important attraction, retention and motivational tool for participants in the
plan.

The Company’s policy has been to provide equity compensation to a significant portion of its worldwide
workforce. We believe this is an important component of our business strategy to invest heavily in our
human resources and talent. We rely upon our workforce to define, design and market high-performance
semiconductor, IoT systems and cloud connectivity products, resulting in a team of experienced engineers
who combine industry expertise with advanced semiconductor design expertise to meet customer
requirements and enable our customers to get their products to market rapidly. During the past fiscal year,
approximately 73% of our non-executive professional employees received an equity grant as part of their
compensation. For employees at the executive level, we believe that having a significant part of
compensation be delivered through equity grants is an effective tool for aligning the interests of stockholders
and management and for incentivizing the accomplishment of key long-term business objectives.

As of April 1, 2025, a total of 4,193,117 shares of the Company’s common stock were then available for new
award grants under the 2017 Plan. Our authority to grant new awards under our Prior Plans (as defined
below) has terminated.

The Board approved the amendment and restatement of the 2017 Plan based, in part, on a belief that the
number of shares currently available under the 2017 Plan does not give the Company sufficient authority
and flexibility to adequately provide for future incentives.

The proposed amended and restated 2017 Plan would increase the aggregate number of shares of the
Company’s common stock available for award grants under the 2017 Plan by 2,100,000 shares.

We currently anticipate that the additional new shares that would be authorized for grant under the proposed
amendment and restatement of the 2017 Plan (2,100,000 new shares), together with the shares currently
available for new award grants under the 2017 Plan, will provide us with sufficient flexibility to continue
equity awards under the 2017 Plan for approximately the next three years (assuming usual levels of shares
becoming available for new award grants as a result of forfeitures of outstanding awards and reserving
sufficient shares to cover potential payment of performance-based awards at maximum levels). We believe
that an estimated two-year allowance is an appropriate balance between giving stockholders more frequent
opportunity to authorize our long-term equity plan and the Company’s ability to manage plan stability and
administration. However, it is impossible to predict the exact period of years over which we will grant awards
covering the total number of shares that will be available under the 2017 Plan. The total number of shares
that we award in any one year or from year-to-year may change based on any number of variables,
including, without limitation, the value of our common stock (since higher stock prices generally require that
fewer shares be issued to produce awards of the same grant date fair value), changes in compensation
practices at our competitors or in the market generally, changes in the number of our employees, changes in

Semtech Corporation 2025 Proxy Statement | 93

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SEMTECH CORPORATION 2017 LONG-TERM
EQUITY INCENTIVE PLAN (Proposal Number 4)

the number of our directors and officers, whether and the extent to which vesting conditions applicable to
equity-based awards are satisfied, acquisition activity and the need to grant awards to new employees in
connection with acquisitions, the need to attract, retain and incentivize key talent, the type of awards we
grant, and our decisions on how we choose to balance total compensation between cash and equity-based
awards.

If stockholders do not approve the proposed amendment and restatement of the 2017 Plan, the Company
will continue to have the authority to grant awards under the 2017 Plan terms as currently in effect (without
giving effect to the proposed amendment and restatement).

Summary Description of the 2017 Long-Term Equity Incentive Plan

The principal terms of the 2017 Plan, as proposed to be amended and restated, are summarized below. The
following summary is qualified in its entirety by the full text of the 2017 Plan, as proposed to be amended
and restated, which appears as Exhibit B to this Proxy Statement.

Purpose. The purpose of the 2017 Plan is to promote the success of the Company by providing an
additional means for us to attract, motivate, retain and reward selected employees and other eligible
persons through the grant of awards. Equity-based awards are also intended to further align the interests of
award recipients and our stockholders.

Administration. Our Board, one or more committees appointed by our Board, or one or more officers of the
Company appointed by our Board or a committee comprised solely of directors, will administer the 2017
Plan. Our Board has delegated general administrative authority for the 2017 Plan to the Human Capital and
Compensation Committee. The Board or a committee thereof (within its delegated authority) may delegate
different levels of authority to different committees or persons with administrative and grant authority under
the 2017 Plan. (The appropriate acting body, be it the Board or a committee or other person within its
delegated authority is referred to in this proposal as the “Administrator”).

The Administrator has broad authority under the 2017 Plan, including, without limitation, the authority:
• to select eligible participants and determine the type(s) of award(s) that they are to receive;
• to grant awards and determine the terms and conditions of awards, including the price (if any) to be paid
for the shares or the award and, in the case of share-based awards, the number of shares to be offered
or awarded;
• to determine any applicable vesting and exercise conditions for awards (including any applicable
performance and/or time-based vesting or exercisability conditions) and the extent to which such
conditions have been satisfied, determine the circumstances in which performance-based goals will be
adjusted and the nature and impact of such adjustment, determine that no delayed vesting or exercise
is required (subject to the minimum vesting requirement described below), or determine the conditions
under which awards may accelerate, and to accelerate or extend the vesting or exercisability or extend
(subject, in the case of stock options and stock appreciation rights, to the maximum term of such
awards under the plan) the term of any or all outstanding awards;
• to cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or
terminate any or all outstanding awards, subject to any required consents;
• subject to the other provisions of the 2017 Plan, to make certain adjustments to an outstanding award
and to authorize the conversion, succession or substitution of an award;

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 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SEMTECH CORPORATION 2017 LONG-TERM
EQUITY INCENTIVE PLAN (Proposal Number 4)

• to determine the method of payment of any purchase price for an award or shares of the Company’s
common stock delivered under the 2017 Plan, as well as any tax-related items with respect to an award,
which may be in the form of cash, check, or electronic funds transfer, by the delivery of already-owned
shares of the Company’s common stock or by a reduction of the number of shares deliverable pursuant
to the award, by services rendered by the recipient of the award, by notice and third party payment or
cashless exercise on such terms as the Administrator may authorize, or any other form permitted by
law;
• to modify the terms and conditions of any award, establish sub-plans and agreements and determine
different terms and conditions that the Administrator deems necessary or advisable to comply with laws
in the countries where the Company or one of its subsidiaries operates or where one or more eligible
participants reside or provide services;
• to approve the form of any award agreements used under the 2017 Plan; and
• to construe and interpret the 2017 Plan, make rules for the administration of the 2017 Plan, and make
all other determinations for the administration of the 2017 Plan.

No Repricing. In no case (except due to an adjustment to reflect a stock split or other event referred to
under “Adjustments” below, or any repricing that may be approved by stockholders) will the Administrator
(1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price
of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in
exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or
surrender an outstanding stock option or stock appreciation right in exchange for an option or stock
appreciation right with an exercise or base price that is less than the exercise or base price of the original
award.

Eligibility. Persons eligible to receive awards under the 2017 Plan include officers or employees of the
Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the
Company or any of its subsidiaries. As of April 1, 2025, approximately 1,919 officers and employees of the
Company and its subsidiaries (including all of the Company’s Named Executive Officers), and each of the eight
members of the Board who are not employed by the Company or any of its subsidiaries (“Non-Employee
Directors”), and approximately 40 consultants to the Company or any of its subsidiaries, are considered eligible
under the 2017 Plan.

Aggregate Share Limit. The maximum number of shares of the Company’s common stock that may be
issued or transferred pursuant to awards (including past award grants) under the 2017 Plan equals the sum
of the following (such total number of shares, the “Share Limit”):
• 24,099,122 shares (which is the sum of (i) 21,999,122 shares (the current 2017 Plan Share Limit), plus
(ii) the 2,100,000 additional shares if stockholders approve the proposed amendment and restatement
of the 2017 Plan), plus
• the number of any shares subject to stock options (that are not full-value awards) granted under any of
the Semtech Corporation 2013 Long-Term Equity Incentive Plan, the Semtech Corporation 2008
Long-Term Equity Incentive Plan, the Semtech Corporation Long-Term Stock Incentive Plan, as
amended and restated, and the Semtech Corporation Non-Director and Non-Executive Officer
Long-Term Stock Incentive Plan, as amended and restated (collectively, the “Prior Plans”) and
outstanding as of June 15, 2017 which expire, or for any reason are cancelled or terminated, after that
date without being exercised, plus
• the number of any shares subject to restricted stock, restricted stock unit, or any other full-value awards
granted under any of the Prior Plans that are outstanding and unvested as of June 15, 2017 which are
forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested,

Semtech Corporation 2025 Proxy Statement | 95

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SEMTECH CORPORATION 2017 LONG-TERM
EQUITY INCENTIVE PLAN (Proposal Number 4)

multiplied by the full-value award ratio (as described below) in effect at the time such restricted stock,
restricted stock unit, or other full-value award granted under the Prior Plans is forfeited, terminated,
cancelled or otherwise reacquired.

As of April 1, 2025, 4,193,117 shares were available within the existing Share Limit for additional award
grant purposes under the 2017 Plan (which includes 868,139 shares subject to awards granted under the
Prior Plans that have become available for new awards under the 2017 Plan pursuant to the foregoing
provisions through that date, and determined before taking into account the proposed 2,100,000 share
increase in the Share Limit). As previously noted, no new awards may be granted under the Prior Plans.

Since June 9, 2022, any shares issued in respect of a “full-value award” granted under the 2017 Plan have
counted against the Share Limit as 2.17 shares for every one share actually issued in connection with the
award. For example, if the Company granted a bonus of 100 shares of its common stock under the 2017
Plan, 217 shares would be counted against the Share Limit with respect to that award. For this purpose, a
“full-value award” generally means any award granted under the 2017 Plan other than a stock option or
stock appreciation right (and also includes certain options and stock appreciation rights granted to non-U.S.
employees as described below under “Types of Awards”), and this multiplier that applies to full-value awards
granted under the 2017 Plan is referred to as the “full-value award ratio”. Prior to June 9, 2022, the full-value
award ratio that applied to full-value awards granted under the 2017 Plan was 2.6 shares for every one
share actually issued in connection with the award.

Additional Share Limits. The following other limits are also contained in the 2017 Plan. These limits are in
addition to, and not in lieu of, the Share Limit for the plan described above and, in the case of share-based
limits, are applied on a one-for-one basis without applying the premium share-counting ratio for full-value
awards discussed above.
• The maximum number of shares that may be delivered pursuant to options qualified as incentive stock
options granted under the plan is 12,100,000 shares. For clarity, any shares delivered in respect of an
incentive stock option granted under the 2017 Plan also count against (and are not in addition to) the
Share Limit described above.
• The maximum grant date fair value for awards granted to a Non-Employee Director under the 2017 Plan
during any one calendar year is $250,000, except that this limit will be $350,000 as to (1) a Non-Employee
Director who is serving as the independent Chair of the Board or as a lead independent director at the
time the applicable grant is made or (2) any new Non-Employee Director for the calendar year in which the
Non-Employee Director is first elected or appointed to the Board. For purposes of this limit, the “grant date
fair value” of an award means the value of the award on the date of grant of the award determined using
the equity award valuation principles applied in the Company’s financial reporting. This limit does not apply
to, and will be determined without taking into account, any award granted to an individual who, on the
grant date of the award, is an officer or employee of the Company or one of its subsidiaries. This limit
applies on an individual basis and not on an aggregate basis to all Non-Employee Directors as a group.

Share-Limit Counting Rules. The Share Limit of the 2017 Plan is subject to the following rules:
• Shares that are subject to or underlie awards which expire or for any reason are cancelled or
terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2017
Plan will not be counted against the Share Limit and will be available for subsequent awards under the
2017 Plan (with any full-value awards becoming available for subsequent awards taking into account
the full-value award ratio discussed above as in effect at the time of grant of the award and used for
purposes of initially counting such shares against the Share Limit). For example, if a restricted stock unit
award as to 1,000 shares was granted under the 2017 Plan when the full-value award ratio in effect
under the plan was 2.17:1 (such that 2,170 shares were initially counted against the Share Limit with

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respect to such award), if such award is later forfeited without any portion having become vested,
2,170 shares will become available for subsequent awards under the plan.
• Shares that are exchanged by a participant or withheld by the Company as full or partial payment in
connection with any stock option or stock appreciation right granted under the 2017 Plan, as well as any
shares exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations
related to any stock option or stock appreciation right granted under the 2017 Plan, will not be available
for subsequent awards under the 2017 Plan. Shares that are exchanged by a participant or withheld by
the Company on or after June 9, 2022 as full or partial payment in connection with any full-value award
granted under the 2017 Plan, as well as any shares exchanged by a participant or withheld by the
Company on or after June 9, 2022 to satisfy the tax withholding obligations related to any full-value
award granted under the 2017 Plan, do not count against the 2017 Plan’s share limit and are available
for subsequent awards under the 2017 Plan (with such shares becoming available for subsequent
awards taking into account the full-value award ratio discussed above as in effect at the time of grant of
the award and used for purposes of initially counting such shares against the Share Limit). Prior to
June 9, 2022, shares that were exchanged by a participant, or withheld by the Company, as full or
partial payment in connection with any full-value award granted under the 2017 Plan, as well as any
shares exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations
related to any full-value award granted under the 2017 Plan, did count against the 2017 Plan’s share
limit and were not available for subsequent awards under the 2017 Plan.
• Shares repurchased on the market will not be available for subsequent awards under the 2017 Plan.
• To the extent that an award is settled in cash or a form other than shares, the shares that would have
been delivered had there been no such cash or other settlement will not be counted against the Share
Limit and will be available for subsequent awards under the 2017 Plan (with any full-value awards
becoming available for subsequent awards taking into account the premium share-counting rule
discussed above for full-value awards, as such ratio was in effect at the time of grant of the award and
used for purposes of initially counting such shares against the Share Limit).
• In the event that shares are delivered in respect of a dividend equivalent right, the actual number of
shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of
clarity, if 10,000 dividend equivalent rights are granted and outstanding when the Company pays a
dividend, and 100 shares are delivered in payment of those rights with respect to that dividend after the
Annual Meeting, 217 shares shall be counted against the Share Limit based on the full-value award
ratio discussed above.)
• In the event that shares are delivered pursuant to the exercise of a stock appreciation right or stock
option granted under the 2017 Plan, the number of underlying shares as to which the exercise related
shall be counted against the Share Limit as opposed to only counting the shares issued. (For purposes
of clarity, if a stock appreciation right or stock option relates to 100,000 shares and is exercised at a
time when the payment due to the participant is 15,000 shares (taking into account any shares withheld
to satisfy any applicable exercise or base price of the award and any shares withheld to satisfy any
applicable withholding obligations in connection with such exercise), 100,000 shares shall be counted
against the Share Limit with respect to such award.)

In addition, the 2017 Plan generally provides that shares issued in connection with awards that are granted
by or become obligations of the Company through the assumption of awards (or in substitution for awards)
in connection with an acquisition of another company will not count against the shares available for issuance
under the 2017 Plan. The Company may not increase the applicable share limits of the 2017 Plan by
repurchasing shares of common stock on the market (by using cash received through the exercise of stock
options or otherwise).

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Types of Awards. The 2017 Plan authorizes stock options, stock appreciation rights, and other forms of
awards granted or denominated in the Company’s common stock or units of the Company’s common stock,
as well as cash bonus awards. The 2017 Plan retains flexibility to offer competitive incentives and to tailor
benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash.

A stock option is the right to purchase shares of the Company’s common stock at a future date at a specified
price per share (the “exercise price”). The per share exercise price of an option generally may not be less
than the fair market value of a share of the Company’s common stock on the date of grant.

Except as noted in the following sentence, the maximum term of an option is six (6) years from the date of
grant. For stock option awards made to Company employees serving with the Company, or with a
subsidiary, outside the United States, the Administrator may approve a stock option that has a maximum
term longer than six years, if applicable tax laws in the location of the recipient unduly penalize the recipient
or impose unfavorable tax consequences for options with a six-year term. However, any shares issued in
connection with an award having a maximum term longer than six years will count against the applicable
share limits of the Plan as a full-value award. An option may either be an incentive stock option or a
nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock
options, as described under “Federal Income Tax Consequences of Awards Under the 2017 Plan” below.
Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S.
Internal Revenue Code and the 2017 Plan. Incentive stock options may only be granted to employees of the
Company or a subsidiary.

A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market
value of a share of the Company’s common stock on the date of exercise of the stock appreciation right over
the base price of the stock appreciation right. The base price will be established by the Administrator at the
time of grant of the stock appreciation right and generally may not be less than the fair market value of a
share of the Company’s common stock on the date of grant. Stock appreciation rights may be granted in
connection with other awards or independently. The maximum term of a stock appreciation right is six
(6) years from the date of grant (except in the case of certain grants to employees outside of the United
States as described above for stock options and provided that any such grant will be treated as a full-value
award for purposes of the applicable 2017 Plan share limits).

The other types of awards that may be granted under the 2017 Plan include, without limitation, stock
bonuses, restricted stock, performance stock, stock units, restricted stock units, deferred shares, phantom
stock (which are contractual rights to receive shares of stock, or cash based on the fair market value of a
share of stock) or similar rights to purchase or acquire shares, dividend equivalents which represent the right
to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar
rights to purchase or acquire shares, and cash awards.

Any awards under the 2017 Plan (including awards of stock options and stock appreciation rights) may,
subject to the minimum vesting requirement described below, be fully-vested at grant or may be subject to
time- and/or performance-based vesting requirements.

Minimum Vesting Requirement. Except as provided in the next sentence, each equity-based award
granted under the 2017 Plan (other than certain substitute awards granted in connection with corporate
mergers or acquisitions, awards issued in respect of vested cash compensation, and non-employee director
awards which may vest on the earlier of one year after the date of grant or the Annual Meeting that occurs in
the calendar year following the calendar year in which the award is granted) will be subject to a minimum
vesting period of one year. Equity-based awards may be granted under the 2017 Plan that do not satisfy this
minimum vesting requirement, provided that the total number of shares of the Company’s common stock
subject to such awards will not exceed 5% of the Share Limit. Furthermore, the Administrator has the

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discretion to accelerate the exercisability or vesting of awards in such circumstances as it may consider
appropriate.

Dividend Equivalents; Deferrals. The Administrator may provide for the deferred payment of awards, and
may determine the other terms applicable to deferrals. The Administrator may provide that awards under the
2017 Plan (other than options or stock appreciation rights), and/or deferrals, earn dividends or dividend
equivalents based on the amount of dividends paid on outstanding shares of common stock, provided that
as to any dividend equivalent rights granted in connection with an award granted under the 2017 Plan that is
subject to vesting requirements, no dividend equivalent payment will be made as to a portion of an award
unless the related vesting conditions of that portion of an award are satisfied (or, in the case of a restricted
stock or similar award where the dividend must be paid as a matter of law, the dividend payment will be
subject to forfeiture or repayment, as the case may be, if the related vesting conditions are not satisfied).

Assumption and Termination of Awards. If an event occurs in which the Company does not survive (or
does not survive as a public company in respect of its common stock), including, without limitation, a
dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization,
or a sale of all or substantially all of the business, stock or assets of the Company, awards then-outstanding
under the 2017 Plan will not automatically become fully vested pursuant to the provisions of the 2017 Plan
so long as such awards are assumed, substituted for or otherwise continued. However, if awards then-
outstanding under the 2017 Plan are to be terminated in such circumstances (without being assumed,
substituted, exchanged or otherwise continued or settled), such awards would generally become fully vested
(with any performance goals applicable to the award in each case being deemed met at the “target”
performance level), unless otherwise provided by the Administrator in an applicable award agreement. In
addition, the Administrator could provide for the acceleration of vesting or payment of an award in
connection with a termination of the award holder’s employment. For the treatment of outstanding equity
awards held by the Named Executive Officers in connection with a termination of employment and/or a
change in control of the Company, please see the “Potential Payments On Termination or Change in
Control” above in this Proxy Statement.

Transfer Restrictions. Subject to certain exceptions contained in Section 5.6 of the 2017 Plan, awards
under the 2017 Plan generally are not transferable by the recipient other than by will or the laws of descent
and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any
amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the
recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written
conditions and procedures for the transfer of awards to other persons or entities, provided that such
transfers comply with applicable federal and state securities laws and are not made for value (other than
nominal consideration, settlement of marital property rights, or for interests in an entity in which more than
50% of the voting securities are held by the award recipient or by the recipient’s family members).

Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of
shares available under the 2017 Plan and any outstanding awards, as well as the exercise or purchase
prices of awards, and performance targets under certain types of performance-based awards, are subject to
adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits,
stock dividends, or other similar events that change the number or kind of shares outstanding, and
extraordinary dividends or distributions of property to the stockholders.

No Limit on Other Authority. The 2017 Plan does not limit the authority of the Board or any committee to
grant awards or authorize any other compensation, with or without reference to the Company’s common
stock, under any other plan or authority.

Termination of or Changes to the 2017 Plan and Outstanding Awards. The Board may amend or
terminate the 2017 Plan at any time and in any manner. Stockholder approval for an amendment

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will be required only to the extent then required by applicable law or deemed necessary or advisable by the
Board. Unless terminated earlier by the Board and subject to any extension that may be approved by
stockholders, the authority to grant new awards under the 2017 Plan will terminate on April 21, 2032.
Outstanding awards, as well as the Administrator’s authority with respect thereto, generally will continue
following the expiration or termination of the plan. Generally speaking, outstanding awards may be amended
by the Administrator (except for a repricing), but the consent of the award holder is required if the
amendment (or any plan amendment) materially and adversely affects the holder. The minimum vesting
requirement under the 2017 Plan, as described above, does not limit or restrict the Administrator’s discretion
to accelerate the vesting of any award in any circumstances it determines to be appropriate.

U.S. Federal Income Tax Consequences of Awards under the 2017 Plan
The U.S. federal income tax consequences of the 2017 Plan under current federal law, which is subject to
change, are summarized in the following discussion of the general tax principles applicable to the 2017 Plan.
This summary is not intended to be exhaustive and, among other considerations, does not describe the
deferred compensation provisions of Section 409A of the U.S. Internal Revenue Code to the extent an
award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax
consequences.

With respect to nonqualified stock options, the company is generally entitled to deduct and the participant
recognizes taxable income in an amount equal to the difference between the option exercise price and the
fair market value of the shares at the time of exercise. With respect to incentive stock options, the company
is generally not entitled to a deduction nor does the participant recognize income at the time of exercise,
although the participant may be subject to the U.S. federal alternative minimum tax.

The current federal income tax consequences of other awards authorized under the 2017 Plan generally
follow certain basic patterns: nontransferable restricted stock subject to a substantial risk of forfeiture results
in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time
the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses,
stock appreciation rights, cash and stock-based performance awards, dividend equivalents, stock units, and
other types of awards are generally subject to tax at the time of payment; and compensation otherwise
effectively deferred is taxed when paid. In each of the foregoing cases, the Company will generally have a
corresponding deduction at the time the participant recognizes income.

If an award is accelerated under the 2017 Plan in connection with a “change in control” (as this term is used
under the U.S. Internal Revenue Code), the company may not be permitted to deduct the portion of the
compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits
under the U.S. Internal Revenue Code (and certain related excise taxes may be triggered). Furthermore,
under Section 162(m), aggregate compensation in excess of $1,000,000 paid to certain covered employees
will not be deductible by the Company.

Specific Benefits under the 2017 Long-Term Equity Incentive Plan

The Company has not approved any awards that are conditioned upon stockholder approval of the proposed
amendment and restatement of the 2017 Plan. The Company is not currently considering any other specific
award grants under the 2017 Plan, other than the annual grants of restricted stock units to our Non-Employee
Directors described in the following paragraph. If the proposed amendment and restatement of the 2017 Plan
had been in existence in fiscal year 2025, the Company expects that its award grants for fiscal year 2025
would not have been substantially different from those actually made in that year under the 2017 Plan. For
information regarding stock-based awards granted to the Company’s Named Executive Officers during fiscal
year 2025, see the material under the headings “Compensation Discussion and Analysis” and “Executive
Compensation” above.

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As described under the heading “Director Compensation” above, our current compensation policy for
Non-Employee Directors provides for each Non-Employee Director to receive an award of stock-settled
restricted stock units (an Annual Non-Deferred RSU Award) each year with the number of shares subject to
each Non-Employee Director’s Annual Non-Deferred RSU Award to be determined by dividing $180,000 by
the per-share closing price (in regular trading) of our common stock on the Nasdaq Stock Market on the
grant date (or as of the last trading day preceding such date if the date of grant is not a trading day) as
described above. Assuming, for illustrative purposes only, that the price of the common stock used for the
conversion of the dollar amount set forth above into shares is $34.86 (which was the closing market price for
a share of the Company’s common stock as of April 1, 2025), the number of shares that would be allocated
to the Company’s eight Non-Employee Directors as a group pursuant to the annual grant formula over the
remaining term of the 2017 Plan is approximately 330,465. This figure represents the aggregate number of
shares that would be subject to the Annual Non-Deferred RSU Awards under the Non-Employee Director
equity grant program for calendar years 2025 through 2032 (the eight remaining years in the term of the
2017 Plan, beginning with the Annual Non-Deferred RSU Awards to be granted to Non-Employee Directors
in connection with the 2025 Annual Meeting and assuming that the grant of Annual Non-Deferred RSU
Awards for Non-Employee Directors in calendar year 2032 occurs before the authority to grant new awards
under the 2017 Plan terminates on April 21, 2032) based on that assumed stock price. This calculation also
assumes that there are no new eligible directors, there continue to be eight eligible directors seated, and
that there are no changes to the awards granted under the Non-Employee Director equity grant program.

The following paragraphs include additional information to help you assess the potential dilutive impact of
the Company’s equity awards and the proposed amendment and restatement of the 2017 Plan. The 2017
Plan and the Prior Plans are the Company’s only equity compensation plans.

“Overhang” refers to the number of shares of the Company’s common stock that are subject to outstanding
awards or remain available for new award grants. The following table shows (a) the total number of shares
of the Company’s common stock that were subject to outstanding restricted stock unit and performance
stock unit awards granted under the 2017 Plan and the Prior Plans, and including the inducement award
grants made to Messrs. Pickle and Lin in connection with their commencing employment with the Company
(the “Inducement Awards”), (b) that were subject to outstanding stock options granted under the 2017 Plan
and the Prior Plans (with the weighted average exercise price and remaining term of those awards), and
(c) that were then available for new award grants under the 2017 Plan, as of January 26, 2025 and as of
April 1, 2025. In this proposal to amend and restate the 2017 Plan, the number of shares of the Company’s
common stock subject to restricted stock unit or performance stock unit awards granted during any particular
period or outstanding on any particular date is presented based on the actual number of shares of the
Company’s common stock covered by those awards and before applying the provisions of the 2017 Plan for
counting full-value awards granted under the 2017 Plan against the plan’s share limit based on the full-value
award ratio discussed above (currently, 2.17 shares for every share actually issued pursuant to the award).

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For performance stock unit awards, the number of shares presented is based on the “target” level of
performance.

Key Elements of Compensation

As of January 26, 2025 As of April 1, 2025
Shares subject to 2,765,780 2,756,208
outstanding restricted (of which 2,716,631 were outstanding under (of which 2,710,223 were outstanding under
stock unit awards (1) the 2017 Plan and the balance were the 2017 Plan and the balance were
outstanding under the Prior Plans and the outstanding under the Prior Plans and the
Inducement Awards) Inducement Awards)
Shares subject to 498,584 371,114
outstanding (of which 432,052 were outstanding (of which 358,456 were outstanding
performance stock under the 2017 Plan and the balance were under the 2017 Plan and the balance were
unit awards outstanding under the Inducement Awards) outstanding under the Inducement Awards)
Shares subject to 286,307 (with a weighted-average exercise 283,687 (with a weighted-average exercise
outstanding stock price of $29.38 and a weighted-average price of $29.38 and a weighted-average
options (2) remaining term of 3.8 years; of which, remaining term of 3.6 years; of which,
options as to 280,369 shares were options as to 277,749 shares were
outstanding under the 2017 Plan and the outstanding under the 2017 Plan and the
balance were outstanding under the Prior balance were outstanding under the Prior
Plans) Plans)
Shares available for 5,262,532 4,193,117
new award grants (all of which were available (all of which were available
under the 2017 Plan) under the 2017 Plan)

(1) As of January 26, 2025 and as of April 1, 2025, 214,543 and 212,389 shares, respectively, were subject to cash-settled restricted
stock unit awards, of which 130,836 and 128,682, respectively, were outstanding under the 2017 Plan and 83,707 were
outstanding under the Prior Plans. These cash-settled restricted stock unit awards are not included in the table above.

(2) As of January 26, 2025 and as of April 1, 2025, 14,188 shares were subject to outstanding stock options that have a term of eleven
(11) years. Such stock options were granted with an eleven-year term in accordance with applicable local foreign laws.
Accordingly, these stock options were counted against the applicable share limits of the Prior Plans as full-value awards.

The weighted-average number of shares of the Company’s common stock issued and outstanding in each of
the last three fiscal years was 63,769,705 shares issued and outstanding in fiscal year 2023; 64,126,873
shares issued and outstanding in fiscal year 2024; and 86,272,439 shares issued and outstanding in fiscal
year 2025. The number of shares of the Company’s common stock issued and outstanding as of April 1,
2025 was 86,557,417.

“Burn rate” refers to the number of shares that are subject to awards that we grant over a particular period of
time. The total number of shares of the Company’s common stock subject to awards that the Company
granted to eligible persons under the 2017 Plan in each of the last three fiscal years, and to date (as of
April 1, 2025) for fiscal year 2026 (as to the awards in fiscal year 2024, including the Inducement Awards
which were not granted under the 2017 Plan), are as follows:
• 1,369,155 shares in fiscal year 2023 (which was 2.1% of the weighted-average number of shares of the
Company’s common stock issued and outstanding in fiscal year 2023), of which 702,226 shares were
subject to restricted stock unit awards, 125,399 shares were subject to performance stock unit awards,
and 541,530 shares were subject to stock options;
• 2,283,445 shares in fiscal year 2024 (which was 3.6% of the weighted-average number of shares of the
Company’s common stock issued and outstanding in fiscal year 2024), of which 2,052,199 shares were
subject to restricted stock unit awards, 231,246 shares were subject to performance stock unit awards,
and zero shares were subject to stock options;

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• 2,075,988 shares in fiscal year 2025 (which was 2.9% of the weighted-average number of shares of the
Company’s common stock issued and outstanding in fiscal year 2025), of which 1,632,045 shares were
subject to restricted stock unit awards, 443,943 shares were subject to performance stock unit awards,
and none were shares were subject to stock options; and
• 729,951 shares in fiscal year 2026 through April 1, 2025 (which was 0.8% of the number of shares of
the Company’s common stock issued and outstanding on April 1, 2025), of which 402,621 shares were
subject to restricted stock unit awards, 327,330 shares were subject to performance stock unit awards,
and none were subject to stock options.

Thus, the total number of shares of the Company’s common stock subject to awards granted to employees
under the 2017 Plan (and including the Inducement Awards as to the grants in fiscal year 2024) per year
over the last three fiscal years (2023, 2024 and 2025) has been, on average, 2.9% of the weighted-average
number of shares of the Company’s common stock issued and outstanding for the corresponding year.
Performance-based vesting awards have been included above in the fiscal year in which the award was
granted based on the “target” level of performance. The actual number of shares subject to restricted stock
and restricted stock unit awards that included performance-based vesting requirements and that became
eligible to vest each fiscal year because the applicable performance-based condition was satisfied in that
year (subject to the satisfaction of any applicable time-based vesting requirements) was as follows: none in
fiscal year 2023, 27,286 in fiscal year 2024, 14,568 in fiscal year 2025 and 91,169 to date (as of April 1,
2025) in fiscal year 2026. The total number of shares of Company common stock subject to stock-settled
restricted stock units granted pursuant to our compensation policy for Non-Employee Directors was 15,579
shares in fiscal year 2023, 40,238 shares in fiscal year 2024, 25,713 shares in fiscal year 2025, and no
shares in fiscal year 2026 through April 1, 2025 (all of which are included in the applicable Burn Rate
information set forth in the bullet points immediately preceding this paragraph).

The total number of shares of our common stock that were subject to awards granted under the Prior Plans
that terminated or expired, and thus became available for new award grants under the 2017 Plan, in each of
the last three fiscal years, and to date (as of April 1, 2025), in fiscal year 2026, are as follows: 500 in fiscal
year 2023, none in fiscal year 2024, none in fiscal year 2025, and none in fiscal year 2026. Shares subject
to awards under the Prior Plans that terminated or expired and became available for new award grants
under the 2017 Plan have been included when information is presented in this proposal on the number of
shares available for new award grants under the 2017 Plan.

The closing market price for a share of the Company’s common stock as of April 1, 2025, was $34.86 per
share.

Aggregate Past Grants Under the Plan

As of April 1, 2025, awards covering 12,096,521 shares of our common stock had been granted under the
2017 Plan. This number of shares includes shares subject to awards under the Prior Plans or the 2017 Plan
that expired or terminated without having been exercised and paid and became available for new award
grants under the 2017 Plan, as well as shares that were withheld to cover the exercise price or tax
withholding obligations in connection with an award under the Prior Plans or 2017 Plan and became
available for new award grants under the 2017 Plan. This number of shares, as well as the number of
shares subject to past awards and outstanding and unvested awards in the table below, is presented as to
performance-based and time-based vesting RSU awards based on the “target” number of shares subject to
the award at the date of grant. The following table shows information regarding the distribution of all awards

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among the persons and groups identified below, option exercises, and RSUs vesting prior to that date, and
option and unvested RSU holdings as of that date.

STOCK OPTIONS RESTRICTED STOCK/UNITS

Number of Number of
Number of Number of Shares Shares/Units Shares/Units
Shares Number of Underlying Options as of Subject to Number of Outstanding
Subject to Shares April 1, 2025 Past Awards Shares/Units and Unvested
Past Option Acquired On as of April 1, Vested as of as of April 1,
Name and Position Grants Exercise Exercisable Unexercisable 2025 April 1, 2025 2025
Named Executive
Officers:
Hong Hou
President and Chief
Executive Officer – – – – 354,235 3,534 350,701
Mark Lin
Executive Vice President
and Chief Financial Officer – – – – 150,174 18,242 131,932
Asaf Silberstein
Executive Vice President
and Chief Operating Officer – – – – 360,416 144,828 154,226
Madhusudhan Rayabhari
Senior Vice President and
General Manager, Analog
Mixed Signal and Wireless 2,000 – – – 238,974 87,637 125,635
Mark Russell
Senior Vice President,
Global Sales & Marketing – – – – 100,243 24,390 –
Paul H. Pickle
Former President and Chief
Executive Officer – – – – 177,257 57,518 –
Total for All Current
Executive Officers as a
Group (8 persons): 7,966 1,125 2,977 1,489 1,671,446 512,000 1,082,635
Martin S.J. Burvill – – – – 10,409 7,552 2,857
Rodolpho C. Cardenuto – – – – 13,123 10,266 2,857
Gregory M. Fischer – – – – 7,279 4,422 2,857
Saar Gillai – – – – 13,123 10,266 2,857
Ye Jane Li – – – – 15,364 12,507 2,857
Paula LuPriore – – – – 10,409 7,552 2,857
Julie G. Ruehl – – – – 5,979 3,122 2,857
Paul V. Walsh Jr. – – – – 7,279 4,422 2,857
Total for all Current
Non-Executive Directors
as a Group (8 persons): – – – – 82,965 60,109 22,856
Each other person who
has received 5% or more
of the options, warrants
or rights: – – – – – – –
All employees, including
all current officers who
are not executive officers
or directors, as a group: 815,458 314,219 140,872 132,411 9,518,686 4,776,433 2,259,505
Total 823,424 315,344 143,849 133,900 11,237,097 5,348,542 3,364,996

Dr. Hou and each of the non-executive directors identified in the table above is also a nominee for election
as a director at the Annual Meeting.

104 | Semtech Corporation 2025 Proxy Statement

 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SEMTECH CORPORATION 2017 LONG-TERM
EQUITY INCENTIVE PLAN (Proposal Number 4)

Equity Compensation Plan Information

See the details in the section “Securities Authorized for Issuance Under Equity Compensation Plans” above.

Approval of the Amendment and Restatement of the 2017 Long-Term Equity Incentive Plan
The Board believes that the adoption of the proposed amendment and restatement of the 2017 Plan will
promote the interests of the Company and its stockholders and will help the Company and its subsidiaries
continue to be able to attract, retain and reward persons important to our success.

All members of the Board and all of the Company’s executive officers are eligible for awards under the 2017
Plan and thus have a personal interest in the approval of the proposed amendment and restatement of the
2017 Plan.

✓ The Board recommends a vote FOR the approval of the Amendment and
Restatement of the 2017 Long-Term Equity Incentive Plan as described
above and set forth in Exhibit B

Semtech Corporation 2025 Proxy Statement | 105

QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING
The Board is furnishing this Proxy Statement in connection with its solicitation of proxies on behalf of the
Company to be voted at the 2025 Annual Meeting to be held at the Company’s headquarters at 200 Flynn
Road, Camarillo, California 93012 on Thursday, June 5, 2025 at 11:00 a.m., Pacific Time, or at any
adjournments or postponements thereof.

What am I voting on and what are the Board’s recommendations?

Board’s
Number Proposal Recommendation
1 To elect nine directors to hold office until the next annual meeting of FOR the election of each of
stockholders and until their respective successors are duly elected and the nominees
qualified or until their earlier resignation or removal. The nominees are:
Mr. Martin S.J. Burvill
Mr. Rodolpho C. Cardenuto
Mr. Gregory M. Fischer
Mr. Saar Gillai
Dr. Hong Q. Hou
Ms. Ye Jane Li
Ms. Paula LuPriore
Ms. Julie G. Ruehl
Mr. Paul V. Walsh, Jr.
2 To ratify the appointment of Deloitte & Touche LLP as the independent FOR ratification for fiscal year
registered public accounting firm for the Company for fiscal year 2026. 2026
3 To approve, on an advisory basis, the Company’s executive FOR the approval of our
compensation. executive compensation
4 To approve the amendment and restatement of the Semtech Corporation FOR the approval of the
2017 Long-Term Equity Incentive Plan. amendment and restatement
of the Semtech Corporation
2017 Long-Term Equity
Incentive Plan

How will voting on any other business be conducted?

We will also consider any other business that properly comes before the Annual Meeting or any
adjournments or postponements thereof. Although the Board does not know of any business to be
considered at the Annual Meeting other than the items described in this Proxy Statement, if any other
business properly comes before the Annual Meeting, a stockholder’s properly submitted proxy gives
authority to the proxy holder to vote on those matters in his or her discretion.

Why did I receive a Notice of Internet Availability of Proxy Materials?

Pursuant to rules adopted by the SEC, we have elected to furnish our proxy materials over the Internet.
Accordingly, we are mailing to our stockholders (other than those who previously requested electronic
delivery of all materials or previously elected to receive delivery of a paper copy of the proxy materials) a
“Notice of Internet Availability of Proxy Materials” (the “Notice”). Brokers, banks and other nominees who
hold shares on behalf of beneficial owners will be sending their own similar notice to the beneficial owners.
The Notice contains instructions on how stockholders can access the proxy materials over the Internet and
vote their shares. The Notice also contains instructions on how stockholders can receive a printed copy of
our proxy materials. In addition, the Notice provides instructions on how stockholders may request to receive

106 | Semtech Corporation 2025 Proxy Statement

 QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING

proxy materials for future annual meetings in printed or email form. We believe this process will expedite
stockholders’ receipt of proxy materials, lower the costs of our Annual Meeting and conserve natural
resources.

What does it mean if I get more than one Notice or set of proxy materials?
It means that you hold shares registered in more than one account. You must submit your proxy or voting
instructions for each account for which you have received a Notice or set of proxy materials to ensure that all
of your shares are voted.

Who is entitled to vote?

Common stockholders as of the close of business on April 11, 2025 (the “Record Date”) are entitled to vote
at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available at our
principal executive offices for examination during normal ordinary business hours by any stockholder for any
purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting through the
close of the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held
on the Record Date. Stockholders are not entitled to cumulative voting rights in the election of directors.

How do I vote?
You may vote by submitting a proxy or voting instructions prior to the Annual Meeting or you may vote by
attending the Annual Meeting.

Stockholder of Record: Stockholders holding shares of common stock registered in your name may vote
using the Internet, by telephone, in person at the Annual Meeting, or by mail as instructed on the proxy card
if you requested and received printed copies of the proxy materials. If you will be voting by mail, indicate
your voting instructions on the enclosed proxy card, sign and date it, and return it in the prepaid envelope
provided with this Proxy Statement. If you vote by Internet or telephone, then you do not need to return a
written proxy card by mail.

Street Name Holders: If you hold your shares of common stock in street name, which means your shares
are held of record by a broker, bank or nominee, you will receive instructions from your broker, bank or other
nominee on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your
voting instructions over the Internet and may also permit you to vote by telephone. In addition, if you
received a printed copy of this Proxy Statement, you may submit your voting instructions by completing,
dating and signing the voting instruction form that was included with this Proxy Statement and promptly
returning it in the pre-addressed, postage paid envelope provided to you. If you vote by Internet or
telephone, then you do not need to return a written voting instruction form by mail.

How do I attend the Annual Meeting?

For stockholders of record, the Notice of Internet Availability of Proxy Materials or proxy card is your ticket to
the 2025 Annual Meeting of Stockholders. Please present your ticket together with picture identification
when you reach the registration area at the 2025 Annual Meeting of Stockholders.

For stockholders who hold shares through a broker, bank or other nominee, please use a copy of your latest
account statement showing your investment in our common stock as of the record date as your admission
ticket for the meeting. Please present your account statement together with picture identification when you
reach the registration area at the 2025 Annual Meeting of Stockholders. If you hold your shares through a
broker, bank or other nominee, you will receive instructions from your broker, bank or nominee that you must
follow in order to submit your voting instructions and have your shares voted at the 2025 Annual Meeting of
Stockholders. A copy of your account statement is not sufficient for this purpose.

Semtech Corporation 2025 Proxy Statement | 107

QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING

How will my shares be voted on the proposals at the Annual Meeting?

The shares of common stock represented by all properly submitted proxies will be voted at the Annual
Meeting as instructed or, if no instruction is given, will be voted “FOR” each of the director nominees named
in Proposal Number 1, “FOR” Proposal Number 2, “FOR” Proposal Number 3 and “FOR” Proposal
Number 4.

If you hold your shares of common stock in street name through a brokerage account and you do not submit
voting instructions to your broker, your broker may generally vote your shares in its discretion on routine
matters. However, a broker cannot vote shares held in street name on non-routine matters unless the broker
receives voting instructions from the street name holder. The ratification of the appointment of the
independent registered public accounting firm (Proposal Number 2) is considered routine under applicable
rules of the New York Stock Exchange, while each of the other proposals to be submitted for a vote of
stockholders at the Annual Meeting is considered non-routine. Accordingly, if you hold your shares of
common stock in street name through a brokerage account and you do not submit voting instructions to your
broker, your broker may exercise its discretion to vote on Proposal Number 2 at the Annual Meeting, but will
not be permitted to vote your shares on any of the other proposals at the Annual Meeting. If your broker
exercises this discretion, your shares will be counted as present for determining the presence of a quorum at
the Annual Meeting and will be voted on Proposal Number 2 in the manner directed by your broker, but your
shares will constitute “broker non-votes” on each of the other items at the Annual Meeting.

Can I revoke or change my vote after I submit my proxy or voting instructions?

A stockholder of record may revoke a previously submitted proxy at any time before the meeting in any one
of the following ways:
• Sending a written notice to the Company’s Secretary at the Company’s headquarters at 200 Flynn
Road, Camarillo, California 93012.
• Returning a later-dated proxy card or submitting a subsequent proxy using the Internet or by telephone
(your latest Internet or telephone voting instructions will be followed).
• Voting in person at the Annual Meeting although the presence (without further action) of a stockholder
at the Annual Meeting will not constitute revocation of a previously given proxy.

Any change to your proxy that is provided by telephone or the Internet must be submitted by 11:59 p.m.
Eastern time on June 4, 2025.

If your shares are held in “street name,” you must contact your broker, bank or other nominee to find out
how to change or revoke your voting instructions.

What constitutes a quorum?

As of the Record Date, 86,622,840 shares of the Company’s common stock were issued and outstanding.
The presence, either in person or by proxy, of the holders of a majority of these outstanding shares is
necessary to constitute a quorum for the Annual Meeting. Abstentions and broker non-votes are counted as
present and entitled to vote for purposes of determining a quorum. If there is no quorum, either any officer
entitled to preside at or to act as secretary of the Annual Meeting or the holders of a majority in voting
interest present at the Annual Meeting in person or by proxy and entitled to vote at the Annual Meeting may
adjourn the Annual Meeting to another date.

How many votes are needed for approval of each item?

Proposal Number 1. Under the Company’s Bylaws, the nominees who receive the greatest number of votes,
up to the number of directors to be elected (here, nine), shall be the persons elected. In other words, director

108 | Semtech Corporation 2025 Proxy Statement

 QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING

nominees are elected by a plurality of votes cast, even if less than a majority. Stockholders are not entitled
to cumulative voting with respect to the election of directors.

However, as described below, and as set forth in the Company’s Corporate Governance Guidelines,
available under the “Investors” section at the Company’s website www.semtech.com, the Company has
adopted a director resignation policy for uncontested elections of the Board (elections where the only
nominees are those recommended by the Board).

Under this policy, in an uncontested election of directors, any nominee for director who receives a greater
number of votes “withheld” from his or her election than votes “for” his or her election by stockholders
present in person or by proxy at an annual or special meeting of the stockholders and entitled to vote on the
matter will tender a written offer to resign from the Board. Such offer to resign will be tendered within five
business days following the certification of the stockholder vote by the inspector of elections.

The Company’s Nominating and Governance Committee will promptly consider the resignation offer and
recommend to the full Board whether to accept it.

To the extent that a director’s resignation is accepted by the Board, the Nominating and Governance
Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of
the Board.

The Board will act on the Nominating and Governance Committee’s recommendation within 90 days
following the certification of the stockholder vote by the inspector of elections, which action may include,
without limitation, acceptance of the offer of resignation, adoption of measures intended to address the
perceived issues underlying the failure of the director to receive a majority of votes in favor of his or her
election, or rejection of the resignation offer. Thereafter, the Board will disclose its decision whether to
accept the director’s resignation offer and the reasons for rejecting the offer, if applicable, in a Current
Report on Form 8-K to be filed with the SEC within four business days of the Board’s determination.

The Board believes that this process enhances accountability to stockholders and responsiveness to
stockholders’ votes, while allowing the Board appropriate discretion in considering whether a particular
director’s resignation would be in the best interests of the Company and its stockholders.

Proposals Number 2, 3 and 4. Our Bylaws require that each of the other items to be submitted for a vote of
stockholders at the Annual Meeting receive the affirmative vote of a majority in voting interest of the
stockholders of the shares of our common stock present in person or represented by proxy and entitled to
vote on the proposal at the Annual Meeting.

Notwithstanding the vote required by our Bylaws, please be advised that the ratification of the appointment
of the independent registered public accounting firm (Proposal Number 2) and the advisory resolution to
approve executive compensation (Proposal Number 3) are advisory only and are not binding on us. Our
Board will consider the outcome of the vote on each of these proposals in considering what action, if any,
should be taken in response to the advisory vote by stockholders.

How are the votes counted?

For Proposal Number 1, you may vote “For” or “Withhold” with respect to each director nominee. Because
directors are elected by a plurality of votes cast “For” the director, shares voted “Withhold” and broker non-
votes will not be counted and therefore will have no impact on the outcome of Proposal Number 1.
“Withhold” votes will, however, affect whether a director is required to tender his or her resignation pursuant
to the Company’s director resignation policy described above.

For Proposals Number 2, 3 and 4, you may vote “For,” “Against” or “Abstain.” Abstentions will be counted as
a vote “Against” each of Proposals Number 2, 3 and 4 because they represent shares that are entitled to
vote on these proposals. Broker non-votes are not considered entitled to vote on the proposals, and so will
not be counted in determining the outcome of Proposals Number 3 or 4. We do not expect any broker non-
votes on Proposal Number 2.

Semtech Corporation 2025 Proxy Statement | 109

QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING

Who will count the vote?

We have appointed Computershare Trust Company, N.A. to tabulate the votes and act as inspector of
election at the Annual Meeting. In the event that Computershare Trust Company, N.A. is unable to act as
independent inspector of election, our Corporate Secretary will act in such role.

Who pays for the cost of this proxy solicitation?

The Company pays for the cost of soliciting proxies on behalf of the Board. The Company also will
reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding proxy materials to beneficial owners. Proxies may be solicited by mail, telephone, other electronic
means, or in person. Proxies may be solicited by directors, officers and regular, full-time employees of the
Company, none of whom will receive any additional compensation for their services.

How can I obtain a copy of the Company’s Annual Report?

We will promptly provide, on written or oral request and without charge, a copy of the Company’s Annual
Report, including financial statements and financial statement schedules, to any person whose proxy is
solicited or any beneficial owner of our common stock. Requests should be directed to Semtech
Corporation, Attn: Secretary, 200 Flynn Road, Camarillo, California 93012, telephone (805) 498-2111.

Copies of the Company’s SEC filings are also available under the “Investors” section of the Company’s
website at www.semtech.com. Any stockholder desiring additional proxy materials or a copy of the
Company’s Bylaws should similarly contact the Company’s Secretary.

Where can I find the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published
within four business days after the Annual Meeting in a Current Report on Form 8-K to be filed with the SEC
and which we will make available on our website at www.semtech.com under “Investors.”

Where can I find general information about the Company?

General information about us can be found on our website at www.semtech.com. We make available free of
charge, either by direct access on our website or a link to the SEC’s website, our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after such reports are electronically filed with, or furnished to, the SEC. Our reports filed with, or furnished to,
the SEC are also available directly at the SEC’s website at www.sec.gov.

110 | Semtech Corporation 2025 Proxy Statement

OTHER MATTERS
The management of the Company knows of no other matters that may properly be, or which are likely to be,
brought before the Annual Meeting. However, if any other matters are properly brought before the Annual
Meeting, persons named in the proxy or their substitutes will have discretion to vote in accordance with their
best judgment on such matters.

Semtech Corporation 2025 Proxy Statement | 111

[THIS PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURE

As used in this Proxy Statement, “non-GAAP adjusted operating income” means our operating income,
adjusted to exclude from the applicable financial measure, as reported for purposes of our financial
statements, items such as share-based compensation, restructuring, integration, transaction and other
acquisition-related expenses, intangible amortization and impairments, and other items which would not
otherwise have been incurred by the Company in the normal course of the Company’s business operations
or are not reflective of the Company’s core results over time.

Management believes that the presentation of non-GAAP adjusted operating income provides useful
information to investors regarding the Company’s financial condition and results of operations. This
non-GAAP financial measure is adjusted to exclude the items identified above because such items are
either operating expenses that would not otherwise have been incurred by the Company in the normal
course of the Company’s business operations, or are not reflective of the Company’s core results over time.
These excluded items may include recurring as well as non-recurring items, and no inference should be
made that all of these adjustments, charges, costs or expenses are unusual, infrequent or non-recurring. For
example: certain restructuring and integration-related expenses (which consist of employee termination
costs, facility closure or lease termination costs, and contract termination costs) may be considered
recurring given the Company’s ongoing efforts to be more cost effective and efficient; certain acquisition and
disposition-related adjustments or expenses may be deemed recurring given the Company’s regular
evaluation of potential transactions and investments; and certain litigation expenses or dispute settlement
charges or gains (which may include estimated losses for which the Company may have established a
reserve, as well as any actual settlements, judgments, or other resolutions against, or in favor of, the
Company related to litigation, arbitration, disputes or similar matters, and insurance recoveries received by
the Company related to such matters) may be viewed as recurring given that the Company may from time to
time be involved in, and may resolve, litigation, arbitration, disputes, and similar matters.

Notwithstanding that certain adjustments, charges, costs or expenses may be considered recurring, in order
to provide meaningful comparisons, the Company believes that it is appropriate to exclude such items
because they are not reflective of the Company’s core results and tend to vary based on timing, frequency
and magnitude.

This non-GAAP financial measure is provided to enhance the user’s overall understanding of the Company’s
comparable financial performance between periods. In addition, the Company’s management generally
excludes the items noted above when managing and evaluating the performance of the business.

Semtech Corporation 2025 Proxy Statement | A-1

EXHIBIT A

The following table presents a reconciliation of non-GAAP adjusted operating income for fiscal 2025 and
2024:

Fiscal Year Ended

January 26, January 28,
(in millions) 2025 2024

Operating (Loss) Income (GAAP) $ 49.9 $(944.3)

Share-based compensation 68.0 40.2

Intangible amortization 10.0 48.6

Transaction and integration related costs, net 7.4 33.0

Restructuring and other reserves, net 4.9 24.6

Litigation costs, net 1.2 0.2

Intangible impairments – 131.4

Goodwill Impairment 7.5 755.6

Amortization of inventory step-up – 3.3

Adjusted Operating Income (Non-GAAP) $149.0 $ 92.7

A-2 | Semtech Corporation 2025 Proxy Statement

EXHIBIT B
SEMTECH CORPORATION 2017 LONG-TERM EQUITY INCENTIVE PLAN
(as amended and restated April 17, 2025)

1. PURPOSE OF PLAN
The purpose of this Semtech Corporation 2017 Long-Term Equity Incentive Plan (this “Plan”) of
Semtech Corporation, a Delaware corporation (the “Corporation”), is to promote the success of the
Corporation by providing an additional means through the grant of awards to attract, motivate, retain
and reward selected employees and other eligible persons and to enhance the alignment of the
interests of the selected participants with the interests of the Corporation’s stockholders.

2. ELIGIBILITY
The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those
persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is
either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries;
(b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who
renders or has rendered bona fide services (other than services in connection with the offering or sale of
securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or
promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its
Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a
person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such
participation would not adversely affect either the Corporation’s eligibility to use Form S-8 to register under
the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable
under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws. An
Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted
additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any
corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Corporation; and “Board” means the Board of Directors of the Corporation.

3. PLAN ADMINISTRATION
3.1. The Administrator. This Plan shall be administered by and all awards under this Plan shall be
authorized by the Administrator. The “Administrator” means the Board or one or more committees (or
subcommittees, as the case may be) appointed by the Board or another committee (within its delegated
authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of
one or more directors or such number of directors as may be required under applicable law. A committee
may delegate some or all of its authority to another committee so constituted. The Board or a committee
comprised solely of directors may also delegate, to the extent permitted by applicable law, to one or more
officers of the Corporation, its authority under this Plan. The Board or another committee (within its
delegated authority) may delegate different levels of authority to different committees or persons with
administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the
Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming
the presence of a quorum or the unanimous written consent of the members of the Administrator shall
constitute action by the acting Administrator.
3.2. Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is
authorized and empowered to do all things necessary or desirable in connection with the
authorization of awards and the administration of this Plan (in the case of a committee or delegation
to one or more officers, within any express limits on the authority delegated to that committee or
person(s)), including, without limitation, the authority to:
(a) determine eligibility and, from among those persons determined to be eligible, determine
the particular Eligible Persons who will receive an award under this Plan;

Semtech Corporation 2025 Proxy Statement | B-1

EXHIBIT B

(b) grant awards to Eligible Persons, determine the price (if any) at which securities will be
offered or awarded and the number of securities to be offered or awarded to any of such
persons (in the case of securities-based awards), determine the other specific terms and
conditions of awards consistent with the express limits of this Plan, establish the
installment(s) (if any) in which such awards shall become exercisable or shall vest (which
may include, without limitation, performance and/or time-based schedules), or determine
that no delayed exercisability or vesting is required (subject to the Minimum Vesting
Requirement of Section 5.1.5), establish any applicable performance-based exercisability
or vesting requirements, determine the circumstances in which any performance-based
goals (or the applicable measure of performance) will be adjusted and the nature and
impact of any such adjustment, determine the extent (if any) to which any applicable
exercise and vesting requirements have been satisfied, establish the events (if any) on
which exercisability or vesting may accelerate (which may include, without limitation,
retirement and other specified terminations of employment or services, or other
circumstances and subject to the Minimum Vesting Requirement of Section 5.1.5), and
establish the events (if any) of termination, expiration or reversion of such awards;
(c) approve the forms of any award agreements (which need not be identical either as to type
of award or among participants);
(d) construe and interpret this Plan and any agreements defining the rights and obligations of
the Corporation, its Subsidiaries, and participants under this Plan, make any and all
determinations under this Plan and any such agreements, further define the terms used in
this Plan, and prescribe, amend and rescind rules and regulations relating to the
administration of this Plan or the awards granted under this Plan;
(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue,
suspend, or terminate any or all outstanding awards, subject to any required consent under
Section 8.6.5;
(f) accelerate, waive or extend the vesting or exercisability, or modify or extend the term of,
any or all such outstanding awards (in the case of options or stock appreciation rights,
within the maximum six-year term of such awards) in such circumstances as the
Administrator may deem appropriate (including, without limitation, in connection with a
retirement or other termination of employment or services, or other circumstances) subject
to any required consent under Section 8.6.5;
(g) adjust the number of shares of Common Stock subject to any award, adjust the price of any
or all outstanding awards or otherwise waive or change previously imposed terms and
conditions, in such circumstances as the Administrator may deem appropriate, in each
case subject to Sections 4 and 8.6 (and subject to the no repricing provision below);
(h) determine the date of grant of an award, which may be a designated date after but not
before the date of the Administrator’s action to approve the award (unless otherwise
designated by the Administrator, the date of grant of an award shall be the date upon which
the Administrator took the action approving the award);
(i) determine whether, and the extent to which, adjustments are required pursuant to
Section 7.1 hereof and take any other actions contemplated by Section 7 in connection with
the occurrence of an event of the type described in Section 7;
(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of
equivalent value, or other consideration (subject to the no-repricing provision below); and
(k) determine the fair market value of the Common Stock or awards under this Plan from time
to time and/or the manner in which such value will be determined.

B-2 | Semtech Corporation 2025 Proxy Statement

 EXHIBIT B

3.3. Prohibition on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except for
an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in no case may the
Administrator (1) amend an outstanding stock option or SAR to reduce the exercise price or base
price of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in
exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or
surrender an outstanding stock option or SAR in exchange for an option or SAR with an exercise or
base price that is less than the exercise or base price of the original award.
3.4. Binding Determinations. Any determination or other action taken by, or inaction of, the
Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made
under this Plan) and within its authority hereunder or under applicable law shall be within the absolute
discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the
Board nor any other Administrator, nor any member thereof or person acting at the direction thereof,
shall be liable for any act, omission, interpretation, construction or determination made in good faith in
connection with this Plan (or any award made under this Plan), and all such persons shall be entitled
to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or
expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest
extent permitted by law and/or under any directors and officers liability insurance coverage that may
be in effect from time to time. Neither the Board nor any other Administrator, nor any member thereof
or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries, shall be liable
for any damages of a participant should an option intended as an ISO (as defined below) fail to meet
the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to
ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant
or other action with respect thereto not satisfy Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant
with respect to an award.
3.5. Reliance on Experts. In making any determination or in taking or not taking any action under
this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees
and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of
its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good
faith.
3.6. Delegation. The Administrator may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Corporation or any of its Subsidiaries or to
third parties.

4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS

4.1. Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be
delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common
Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan,
“Common Stock” shall mean the common stock of the Corporation and such other securities or
property as may become the subject of awards under this Plan, or may become subject to such
awards, pursuant to an adjustment made under Section 7.1.
4.2. Share Limits. The maximum number of shares of Common Stock that may be delivered
pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to:
(1) 24,099,122 shares of Common Stock, plus
(2) the number of any shares subject to stock options (that are not Full-Value Awards) granted
under any of the Semtech Corporation 2013 Long-Term Equity Incentive Plan, the Semtech
Corporation 2008 Long-Term Equity Incentive Plan, the Semtech Corporation Long-Term
Stock Incentive Plan, as amended and restated, and the Semtech Corporation Non-Director

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EXHIBIT B

and Non-Executive Officer Long-Term Stock Incentive Plan, as amended and restated
(collectively, the “Prior Plans”) and outstanding as of June 15, 2017, the date of the initial
stockholder approval of this Plan (the “Stockholder Approval Date”), which expire, or for
any reason are cancelled or terminated, after the Stockholder Approval Date without being
exercised, plus
(3) the number of any shares subject to restricted stock, restricted stock unit and other
Full-Value Awards granted under any of the Prior Plans that are outstanding and unvested
on the Stockholder Approval Date that, after the Stockholder Approval Date, are forfeited,
terminated, cancelled or otherwise reacquired by the Corporation without having become
vested (with any one share subject to such forfeited, terminated cancelled or reacquired
portion of any such award increasing the Share Limit by 2.6 shares (or as to any such
award forfeited, terminated, cancelled or reacquired on or after the 2022 Amendment
Approval Date (as defined below), 2.17 shares) based on the Full-Value Award ratio
specified below).
provided that in no event shall the Share Limit exceed 25,031,789 shares (which is the sum of (i) the
24,099,122 shares set forth in clause (1) above, plus (ii) 868,139 shares, which is the number of
shares that had become available for grant purposes under this Plan pursuant to clauses (2) and
(3) above as of April 1, 2025, plus (iii) the aggregate number of shares subject to stock options
previously granted and outstanding under the Prior Plans as of April 1, 2025 (5,938 shares), plus
(iv) 2.17 times (to reflect the Full-Value Award ratio in effect as of April 1, 2025) the aggregate
number of shares subject to restricted stock, restricted stock unit and other Full-Value Awards
previously granted and outstanding under the Prior Plans as of April 1, 2025 (27,000 shares before
giving effect to the Full-Value Award ratio).
Shares issued in respect of any “Full-Value Award” granted under this Plan before Jun 9, 2022 (the
“2022 Amendment Approval Date”) shall be counted against the foregoing Share Limit as
2.6 shares for every one share issued in connection with such award. Shares issued in respect of any
“Full-Value Award” granted under this Plan on or after the 2022 Amendment Approval Date shall be
counted against the foregoing Share Limit as 2.17 shares for every one share issued in connection
with such award. (For example, if a stock bonus of 100 shares of Common Stock is granted under
this Plan after the 2022 Amendment Approval Date, 217 shares shall be charged against the Share
Limit in connection with that award.) For this purpose, a “Full-Value Award” means any award under
this Plan that is not a stock option grant or a stock appreciation right grant (other than a stock option
or a stock appreciation right described in Section 5.7).
4.3. Additional Share Limits. The following limits also apply with respect to awards granted under
this Plan. These limits are in addition to, not in lieu of, the aggregate Share Limit in Section 4.2.
(a) The maximum number of shares of Common Stock that may be delivered pursuant to
options qualified as incentive stock options granted under this Plan is 12,100,000 shares.
(b) Awards that are granted under this Plan during any one calendar year to any person who,
on the grant date of the award, is a non-employee director are subject to the limits of this
Section 4.3(b). The maximum number of shares of Common Stock subject to those awards
that are granted under this Plan during any one calendar year to an individual who, on the
grant date of the award, is a non-employee director is the number of shares that produce a
grant date fair value for the award that, when combined with the grant date fair value of any
other awards granted under this Plan during that same calendar year to that individual in
his or her capacity as a non-employee director, is $250,000; provided that this limit is
$350,000 as to (1) a non-employee director who is serving as the independent Chair of the
Board or as a lead independent director at the time the applicable grant is made or (2) any
new non-employee director for the calendar year in which the non-employee director is first
elected or appointed to the Board. For purposes of this Section 4.3(b), a “non-employee

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director” is an individual who, on the grant date of the award, is a member of the Board who
is not then an officer or employee of the Corporation or one of its Subsidiaries. For
purposes of this Section 4.3(b), “grant date fair value” means the value of the award as of
the date of grant of the award and as determined using the equity award valuation
principles applied in the Corporation’s financial reporting. The limits of this Section 4.3(b) do
not apply to, and shall be determined without taking into account, any award granted to an
individual who, on the grant date of the award, is an officer or employee of the Corporation
or one of its Subsidiaries. The limits of this Section 4.3(b) apply on an individual basis and
not on an aggregate basis to all non-employee directors as a group.
4.4. Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this
Section 4.4:
(a) Shares that are subject to or underlie awards granted under this Plan which expire or for any
reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not
paid or delivered under this Plan shall not be counted against the Share Limit and shall be
available for subsequent awards under this Plan (with any such shares originally counted
against the Share Limit based on the Full-Value Award ratio specified in Section 4.2 restoring
the Share Limit after applying the Full-Value Award ratio in effect at the time of the grant of
the award and used to initially count such shares against the Share Limit).
(b) Except as provided in the next sentence, shares that are exchanged by a participant or
withheld by the Corporation as full or partial payment in connection with any award under
this Plan, as well as any shares exchanged by a participant or withheld by the Corporation
or one of its Subsidiaries to satisfy the tax withholding obligations related to any award,
shall not be available for subsequent awards under this Plan. Shares that are exchanged
by a participant, or withheld by the Corporation, on or after the 2022 Amendment Approval
Date as full or partial payment in connection with any Full-Value Award granted under this
Plan, as well as any shares exchanged by a participant or withheld by the Corporation or
one of its Subsidiaries on or after the 2022 Amendment Approval Date to satisfy the tax
withholding obligations related to any Full-Value Award granted under this Plan, shall not
be counted against the Share Limit and shall be available for subsequent awards under this
Plan (with any such shares restoring the Share Limit after applying the Full-Value Award
ratio in effect at the time of the grant of the award and used to initially count such shares
against the Share Limit).
(c) The Corporation may not increase the Share Limit by repurchasing shares of Common
Stock on the market (by using cash received through the exercise of stock options or
otherwise).
(d) To the extent that an award granted under this Plan is settled in cash or a form other than
shares of Common Stock, the shares that would have been delivered had there been no
such cash or other settlement shall not be counted against the Share Limit and shall be
available for subsequent awards under this Plan (with any such shares originally counted
against the Share Limit based on the Full-Value Award ratio specified in Section 4.2
restoring the Share Limit after applying the Full-Value Award ratio in effect at the time of the
grant of the award and used to initially count such shares against the Share Limit ).
(e) In the event that shares of Common Stock are delivered in respect of a dividend equivalent
right granted under this Plan, the number of shares delivered with respect to the award
shall be counted against the Share Limit. (For purposes of clarity, if 10,000 dividend
equivalent rights are granted after the 2022 Amendment Approval Date and outstanding
when the Corporation pays a dividend, and 100 shares are delivered in payment of those
rights with respect to that dividend, 217 shares (after giving effect to the Full-Value Award
premium counting rules) shall be counted against the Share Limit).

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EXHIBIT B

(f) To the extent that shares of Common Stock are delivered pursuant to the exercise of a
stock appreciation right or stock option granted under this Plan, the number of underlying
shares as to which the exercise related shall be counted against the Share Limit as
opposed to only counting the shares issued. (For purposes of clarity, if a stock appreciation
right or stock option relates to 100,000 shares and is exercised at a time when the payment
due to the participant is 15,000 shares (taking into account any shares withheld to satisfy
any applicable exercise or base price of the award and any shares withheld to satisfy any
applicable withholding obligations in connection with such exercise), 100,000 shares shall
be charged against the Share Limit with respect to such award.)
Refer to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2
and 4.3, with respect to assumed awards. Each of the numerical limits and references in Sections 4.2
and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Sections 7 and 8.10.
The share limits of Section 4.3 shall be applied on a one-for-one basis without applying the Full-Value
Award premium counting rule taken into account in determining the Share Limit.
4.5. No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the
Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay
cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may
from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares
that may be purchased or exercised as to awards (or any particular award) granted under this Plan
unless (as to any particular award) the total number purchased or exercised is the total number at the
time available for purchase or exercise under the award.

5. AWARDS
5.1. Type and Form of Awards. The Administrator shall determine the type or types of award(s) to
be made to each selected Eligible Person. Awards may be granted singly, in combination or in
tandem. Awards also may be made in combination or in tandem with, in replacement of, as
alternatives to, or as the payment form for grants or rights under any other employee or
compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be
granted under this Plan are:
5.1.1. Stock Options. A stock option is the grant of a right to purchase a specified number of shares
of Common Stock during a specified period as determined by the Administrator. An option may be
intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a
nonqualified stock option (an option not intended to be an ISO). The agreement evidencing the grant
of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a
nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be six
(6) years. The per share exercise price for each option shall be not less than 100% of the fair market
value of a share of Common Stock on the date of grant of the option. When an option is exercised,
the exercise price for the shares to be purchased shall be paid in full in cash or such other method
permitted by the Administrator consistent with Section 5.4.
5.1.2. Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value
(determined at the time of grant of the applicable option) of stock with respect to which ISOs first
become exercisable by a participant in any calendar year exceeds $100,000, taking into account both
Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the
Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required
by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder),
such options shall be treated as nonqualified stock options. In reducing the number of options treated
as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the
extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which shares of

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Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may
only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term
“subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken
chain of ownership of at least 50% of the total combined voting power of all classes of stock of each
subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). No
ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own
under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10%
of the total combined voting power of all classes of stock of the Corporation, unless the exercise price
of such option is at least 110% of the fair market value of the stock subject to the option and such
option by its terms is not exercisable after the expiration of five years from the date such option is
granted. If an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the
Code, the option shall be a nonqualified stock option.
5.1.3. Stock Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a
payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified
number of shares of Common Stock on the date the SAR is exercised over the “base price” of the
award, which base price shall be set forth in the applicable award agreement and shall be not less
than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The
maximum term of a SAR shall be six (6) years.
5.1.4. Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted
under this Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, restricted
stock units, deferred shares, phantom stock or similar rights to purchase or acquire shares, whether
at a fixed or variable price (or no price) or fixed or variable ratio related to the Common Stock, and
any of which may (but need not) be fully vested at grant or vest upon the passage of time, the
occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any
combination thereof; or (b) cash awards. The types of cash awards that may be granted under this
Plan include the opportunity to receive a payment for the achievement of one or more goals
established by the Administrator, on such terms as the Administrator may provide, as well as
discretionary cash awards. Dividend equivalent rights may be granted as a separate award or in
connection with another award under this Plan; provided, however, that dividend equivalent rights
may not be granted as to a stock option or SAR granted under this Plan. In addition, any dividends
and/or dividend equivalents as to the portion of an award that is subject to unsatisfied vesting
requirements will be subject to termination and forfeiture to the same extent as the corresponding
portion of the award to which they relate in the event the applicable vesting requirements are not
satisfied.
5.1.5. Minimum Vesting Requirement. Notwithstanding any other provision of the Plan to the
contrary, equity-based awards granted under this Plan shall vest no earlier than the first anniversary
of the date the award is granted (excluding, for this purpose, any substitute awards granted pursuant
to Section 8.10, shares delivered in lieu of fully vested cash awards or fully vested cash
compensation, and awards to non-employee directors (within the meaning of Section 4.3) that vest on
the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders
of the Company which occurs in the calendar year following the year in which the award is granted)
(the “Minimum Vesting Requirement”); provided, however, that the Administrator may grant equity-
based awards under this Plan that do not satisfy such Minimum Vesting Requirement, provided that
the total number of shares of Common Stock subject to such awards that do not satisfy the Minimum
Vesting Requirement shall not exceed 5% of the Share Limit; further provided that nothing in this
Section 4.2 limits the Administrator’s discretion to provide for accelerated exercisability or vesting of
any award (including, without limitation, in cases of retirement, death, disability or pursuant to
Section 7.2, whether pursuant to the terms of the award or otherwise).
5.2. Award Agreements. Each award shall be evidenced by a written or electronic award agreement
or notice in a form approved by the Administrator (an “award agreement”), and, in each case and if

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EXHIBIT B

required by the Administrator, executed or otherwise electronically accepted by the recipient of the
award in such form and manner as the Administrator may require.
5.3. Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock,
other awards or combinations thereof as the Administrator shall determine, and with such restrictions
(if any) as it may impose. The Administrator may also require or permit participants to elect to defer
the issuance of shares or the settlement of awards in cash under such rules and procedures as it may
establish under this Plan. The Administrator may also provide that deferred settlements include the
payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting
of dividend equivalents where the deferred amounts are denominated in shares.
5.4. Consideration for Common Stock or Awards. The purchase price (if any) for any award
granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable,
may be paid by means of any lawful consideration as determined by the Administrator, including,
without limitation, one or a combination of the following methods:
• services rendered by the recipient of such award;
• cash, check payable to the order of the Corporation, or electronic funds transfer;
• notice and third party payment in such manner as may be authorized by the Administrator;
• the delivery of previously owned shares of Common Stock;
• by a reduction in the number of shares otherwise deliverable pursuant to the award; or
• subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”
with a third party who provides financing for the purposes of (or who otherwise facilitates) the
purchase or exercise of awards.
In no event shall any shares newly-issued by the Corporation be issued for less than the minimum
lawful consideration for such shares or for consideration other than consideration permitted by
applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be
valued at their fair market value. The Corporation will not be obligated to deliver any shares unless
and until it receives full payment of the exercise or purchase price therefor and any related
withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been
satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator
may at any time eliminate or limit a participant’s ability to pay any purchase or exercise price of any
award or shares by any method other than cash payment to the Corporation.
5.5. Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean,
unless otherwise determined or provided by the Administrator in the circumstances, the closing price
(in regular trading) for a share of Common Stock on the principal securities exchange on which the
Common Stock is listed or admitted to trade (the “Exchange”) for the date in question or, if no sales
of Common Stock were reported on the Exchange on that date, the closing price (in regular trading)
for a share of Common Stock on the Exchange for the next preceding day on which sales of Common
Stock were reported on the Exchange. The Administrator may, however, provide with respect to one
or more awards that the fair market value shall equal the closing price (in regular trading) for a share
of Common Stock on the Exchange on the last trading day preceding the date in question or the
average of the high and low trading prices of a share of Common Stock on the Exchange for the date
in question or the most recent trading day. If the Common Stock is no longer listed or is no longer
actively traded on an established securities exchange as of the applicable date, the fair market value
of the Common Stock shall be the value as reasonably determined by the Administrator for purposes
of the award in the circumstances. The Administrator also may adopt a different methodology for
determining fair market value with respect to one or more awards if a different methodology is
necessary or advisable to secure any intended favorable tax, legal or other treatment for the
particular award(s) (for example, and without limitation, the Administrator may provide that fair market

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value for purposes of one or more awards will be based on an average of closing prices (or the
average of high and low daily trading prices) for a specified period preceding the relevant date).
5.6. Transfer Restrictions.
5.6.1. Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or
pursuant to) this Section 5.6 or required by applicable law: (a) all awards are
non-transferable and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only
by the participant; and (c) amounts payable or shares issuable pursuant to any award shall
be delivered only to (or for the account of) the participant.
5.6.2. Exceptions. The Administrator may permit awards to be exercised by and paid to, or
otherwise transferred to, other persons or entities pursuant to such conditions and
procedures, including limitations on subsequent transfers, as the Administrator may, in its
sole discretion, establish in writing. Any permitted transfer shall be subject to compliance
with applicable federal and state securities laws and shall not be for value (other than
nominal consideration, settlement of marital property rights, or for interests in an entity in
which more than 50% of the voting interests are held by the Eligible Person or by the
Eligible Person’s family members).
5.6.3. Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in
Section 5.6.1 shall not apply to:
(a) transfers to the Corporation (for example, in connection with the expiration or termination of
the award),
(b) the designation of a beneficiary to receive benefits in the event of the participant’s death or,
if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the
absence of a validly designated beneficiary, transfers by will or the laws of descent and
distribution,
(c) subject to any applicable limitations on ISOs, transfers to a family member (or former family
member) pursuant to a domestic relations order if received by the Administrator,
(d) if the participant has suffered a disability, permitted transfers or exercises on behalf of the
participant by his or her legal representative, or
(e) the authorization by the Administrator of “cashless exercise” procedures with third parties
who provide financing for the purpose of (or who otherwise facilitate) the exercise of
awards consistent with applicable laws and any limitations imposed by the Administrator.
5.7. International Awards. One or more awards may be granted to Eligible Persons who provide
services to the Corporation or one of its Subsidiaries outside of the United States. Any awards
granted to such persons may be granted pursuant to the terms and conditions of any applicable
sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The
awards so granted need not comply with other specific terms of this Plan, provided that stockholder
approval of any deviation from the specific terms of this Plan is not required by applicable law or any
applicable listing agency. A stock option or stock appreciation right may be granted under such a
sub-plan that has a maximum term longer than six (6) years, provided that any shares issued in
respect of such an award with a maximum term longer than six (6) years shall count against the
applicable share limits of this Plan as a Full-Value Award.

6. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

6.1. General. The Administrator shall establish the effect (if any) of a termination of employment or
service on the rights and benefits under each award under this Plan and in so doing may make

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EXHIBIT B

distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not
an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and provides
other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge
for purposes of this Plan (unless a contract or the award otherwise provides) of whether the
participant continues to render services to the Corporation or one of its Subsidiaries and the date, if
any, upon which such services shall be deemed to have terminated.
6.2. Events Not Deemed Terminations of Employment. Unless the express policy of the
Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, or except as
otherwise required by applicable law, the employment relationship shall not be considered terminated
in the case of (a) medical leave, (b) military leave, or (c) any other leave of absence authorized by the
Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon
the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides,
such leave is for a period of not more than three months. In the case of any employee of the
Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the
award while on leave from the employ of the Corporation or one of its Subsidiaries may be
suspended until the employee returns to service, unless the Administrator otherwise provides or
applicable law otherwise requires. In no event shall an award be exercised after the expiration of any
applicable maximum term of the award.
6.3. Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity
ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed
to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not
continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as
such after giving effect to the transaction or other event giving rise to the change in status unless the
Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of
such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such
transaction.

7. ADJUSTMENTS; ACCELERATION
7.1. Adjustments.
(a) Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment,
immediately prior to): any reclassification, recapitalization, stock split (including a stock split
in the form of a stock dividend) or reverse stock split; any merger, combination,
consolidation, conversion or other reorganization; any spin-off, split-up, or extraordinary
dividend distribution in respect of the Common Stock; or any exchange of Common Stock
or other securities of the Corporation, or any similar, unusual or extraordinary corporate
transaction in respect of the Common Stock; then the Administrator shall equitably and
proportionately adjust: (1) the number and type of shares of Common Stock (or other
securities) that thereafter may be made the subject of awards (including the specific share
limits, maximums and numbers of shares set forth elsewhere in this Plan); (2) the number,
amount and type of shares of Common Stock (or other securities or property) subject to
any outstanding awards; (3) the grant, purchase, or exercise price (which term includes the
base price of any SAR or similar right) of any outstanding awards; and/or (4) the securities,
cash or other property deliverable upon exercise or payment of any outstanding awards, in
each case to the extent necessary to preserve (but not increase) the level of incentives
intended by this Plan and the then-outstanding awards.
(b) Without limiting the generality of Section 3.4, any good faith determination by the
Administrator as to whether an adjustment is required in the circumstances pursuant to this
Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and
binding on all persons.

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7.2. Corporate Transactions — Assumption and Termination of Awards.

(a) Upon any event in which the Corporation does not survive, or does not survive as a public
company in respect of its Common Stock (including, without limitation, a dissolution,
merger, combination, consolidation, conversion, exchange of securities, or other
reorganization, or a sale of all or substantially all of the business, stock or assets of the
Corporation, in any case in connection with which the Corporation does not survive or does
not survive as a public company in respect of its Common Stock), then the Administrator
shall make provision for a cash payment in settlement of, or for the termination,
assumption, substitution, continuation or exchange of any or all outstanding awards or the
cash, securities or property deliverable to the holder of any or all outstanding awards,
based upon, to the extent relevant under the circumstances, the distribution or
consideration payable to holders of the Common Stock upon or in respect of such event.
Upon the occurrence of any event described in the preceding sentence in connection with
which the Administrator has made provision for the award to be terminated (and the
Administrator has not made a provision for the substitution, assumption, exchange or other
continuation or settlement of the award): (1) unless otherwise provided in the applicable
award agreement, each then-outstanding option and SAR shall become fully vested, all
shares of restricted stock then outstanding shall fully vest free of restrictions, and each
other award granted under this Plan that is then outstanding shall become payable to the
holder of such award (with any performance goals applicable to the award in each case
being deemed met, unless otherwise provided in the award agreement, at the “target”
performance level); and (2) each award (including any award or portion thereof that, by its
terms, does not accelerate and vest in the circumstances) shall terminate upon the related
event; provided that the holder of an option or SAR shall be given reasonable advance
notice of the impending termination and a reasonable opportunity to exercise his or her
outstanding vested options and SARs (after giving effect to any accelerated vesting
required in the circumstances) in accordance with their terms before the termination of such
awards (except that in no case shall more than ten days’ notice of the impending
termination be required and any acceleration of vesting and any exercise of any portion of
an award that is so accelerated may be made contingent upon the actual occurrence of the
event).
(b) For purposes of this Section 7.2, an award shall be deemed to have been “assumed” if
(without limiting other circumstances in which an award is assumed) the award continues
after an event referred to above in this Section 7.2, and/or is assumed and continued by the
surviving entity following such event (including, without limitation, an entity that, as a result
of such event, owns the Corporation or all or substantially all of the Corporation’s assets
directly or through one or more subsidiaries (a “Parent”)), and confers the right to purchase
or receive, as applicable and subject to vesting and the other terms and conditions of the
award, for each share of Common Stock subject to the award immediately prior to the
event, the consideration (whether cash, shares, or other securities or property) received in
the event by the stockholders of the Corporation for each share of Common Stock sold or
exchanged in such event (or the consideration received by a majority of the stockholders
participating in such event if the stockholders were offered a choice of consideration);
provided, however, that if the consideration offered for a share of Common Stock in the
event is not solely the ordinary common stock of a successor corporation or a Parent, the
Administrator may provide for the consideration to be received upon exercise or payment of
the award, for each share subject to the award, to be solely ordinary common stock of the
successor corporation or a Parent equal in fair market value to the per share consideration
received by the stockholders participating in the event.

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(c) The Administrator may adopt such valuation methodologies for outstanding awards as it
deems reasonable in the event of a cash or property settlement and, in the case of options,
SARs or similar rights, but without limitation on other methodologies, may base such
settlement solely upon the excess if any of the per share amount payable upon or in
respect of such event over the exercise or base price of the award. In the case of an option,
SAR or similar right as to which the per share amount payable upon or in respect of such
event is less than or equal to the exercise or base price of the award, the Administrator
may terminate such award in connection with an event referred to in this Section 7.2
without any payment in respect of such award.
(d) In any of the events referred to in this Section 7.2, the Administrator may take such action
contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of
such event) to the extent that the Administrator deems the action necessary to permit the
participant to realize the benefits intended to be conveyed with respect to the underlying
shares. Without limiting the generality of the foregoing, the Administrator may deem an
acceleration and/or termination to occur immediately prior to the applicable event and, in
such circumstances, will reinstate the original terms of the award if an event giving rise to
an acceleration and/or termination does not occur.
(e) Without limiting the generality of Section 3.4, any good faith determination by the
Administrator pursuant to its authority under this Section 7.2 shall be conclusive and
binding on all persons.
(f) The Administrator may override the provisions of this Section 7.2 by express provision in
the award agreement and may accord any Eligible Person a right to refuse any
acceleration, whether pursuant to the award agreement or otherwise, in such
circumstances as the Administrator may approve. The portion of any ISO accelerated in
connection with an event referred to in this Section 7.2 (or such other circumstances as
may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to
the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent
exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock
option under the Code.

8. OTHER PROVISIONS
8.1. Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer,
issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or
under awards are subject to compliance with all applicable federal, state, local and foreign laws, rules
and regulations (including but not limited to state and federal securities law and federal margin
requirements) and to such approvals by any listing, regulatory or governmental authority as may, in
the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The
person acquiring any securities under this Plan will, if requested by the Corporation or one of its
Subsidiaries, provide such assurances and representations to the Corporation or one of its
Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all
applicable legal and accounting requirements.
8.2. No Rights to Award. No person shall have any claim or rights to be granted an award (or
additional awards, as the case may be) under this Plan, subject to any express contractual rights (set
forth in a document other than this Plan) to the contrary.
8.3. No Employment/Service Contract. Nothing contained in this Plan (or in any other documents
under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to
continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any
contract or agreement of employment or other service or affect an employee’s status as an employee
at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to

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 EXHIBIT B

change a person’s compensation or other benefits, or to terminate his or her employment or other
service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect
any express independent right of such person under a separate employment or service contract other
than an award agreement.
8.4. Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the
general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made
to assure payment of such awards. No participant, beneficiary or other person shall have any right,
title or interest in any fund or in any specific asset (including shares of Common Stock, except as
expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award
hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of
its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant,
beneficiary or other person acquires a right to receive payment pursuant to any award hereunder,
such right shall be no greater than the right of any unsecured general creditor of the Corporation.
8.5. Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition
of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the
holding period requirements of Section 422 of the Code, or upon any other tax withholding event with
respect to any award, arrangements satisfactory to the Corporation shall be made to provide for any
taxes the Corporation or any of its Subsidiaries may be required or permitted to withhold with respect
to such award event or payment. Such arrangements may include (but are not limited to) any one of
(or a combination of) the following:
(a) The Corporation or one of its Subsidiaries shall have the right to require the participant (or the
participant’s personal representative or beneficiary, as the case may be) to pay or provide for
payment of the amount of any taxes which the Corporation or one of its Subsidiaries may be
required or permitted to withhold with respect to such award event or payment; or
(b) The Corporation or one of its Subsidiaries shall have the right to deduct from any amount
otherwise payable in cash (whether related to the award or otherwise) to the participant (or
the participant’s personal representative or beneficiary, as the case may be) the amount of
any taxes which the Corporation or one of its Subsidiaries may be required or permitted to
withhold with respect to such award event or payment.
In any case where a tax is required to be withheld in connection with the delivery of shares of
Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1)
require or grant (either at the time of the award or thereafter) to the participant the right to elect,
pursuant to such rules and subject to such conditions as the Administrator may establish, that the
Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate
number of shares, valued in a consistent manner at their fair market value or at the sales price in
accordance with authorized procedures for cashless exercises, necessary to satisfy any applicable
withholding obligation on exercise, vesting or payment.
8.6. Effective Date, Termination and Suspension, Amendments.
8.6.1. Effective Date. This Plan is effective as of April 26, 2017, the date of its initial approval by
the Board. Unless earlier terminated by the Board and subject to any extension that may be
approved by stockholders, this Plan shall terminate at the close of business on April 21,
2032. After the termination of this Plan either upon such stated termination date or its
earlier termination by the Board, no additional awards may be granted under this Plan, but
previously granted awards (and the authority of the Administrator with respect thereto,
including the authority to amend such awards) shall remain outstanding in accordance with
their applicable terms and conditions and the terms and conditions of this Plan.

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8.6.2. Board Authorization. The Board may, at any time, terminate or, from time to time,
amend, modify or suspend this Plan, in whole or in part. No awards may be granted during
any period that the Board suspends this Plan.
8.6.3. Stockholder Approval. To the extent then required by applicable law or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject to
stockholder approval.
8.6.4. Amendments to Awards. Without limiting any other express authority of the Administrator
under (but subject to) the express limits of this Plan, the Administrator by agreement or
resolution may waive conditions of or limitations on awards to participants that the
Administrator in the prior exercise of its discretion has imposed, without the consent of a
participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other
changes to the terms and conditions of awards. Any amendment or other action that would
constitute a repricing of an award is subject to the no-repricing provision of Section 3.2.
8.6.5. Limitations on Amendments to Plan and Awards. No amendment, suspension or
termination of this Plan or amendment of any outstanding award agreement shall, without
written consent of the participant, affect in any manner materially adverse to the participant
any rights or benefits of the participant or obligations of the Corporation under any award
granted under this Plan prior to the effective date of such change. Changes, settlements
and other actions contemplated by Section 7 shall not be deemed to constitute changes or
amendments for purposes of this Section 8.6.
8.7. Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator,
a participant shall not be entitled to any privilege of stock ownership as to any shares of Common
Stock not actually delivered to and held of record by the participant. Except as expressly required by
Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for
dividends or other rights as a stockholder for which a record date is prior to such date of delivery.
8.8. Governing Law; Severability.
8.8.1. Choice of Law. Unless otherwise expressly provided by the Administrator with respect to
a particular award, this Plan, the awards, all documents evidencing awards and all other
related documents shall be governed by, and construed in accordance with the laws of the
State of Delaware, notwithstanding any Delaware or other conflict of law provision to the
contrary.
8.8.2. Severability. If a court of competent jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan shall continue in effect.
8.9. Captions. Captions and headings are given to the sections and subsections of this Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Plan or any provision thereof.
8.10. Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other
Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an
assumption of employee stock options, SARs, restricted stock or other stock-based awards granted
by other entities to persons who are or who will become Eligible Persons in respect of the Corporation
or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with
the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its
Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing
entity. The awards so granted need not comply with other specific terms of this Plan, provided the
awards reflect adjustments giving effect to the assumption or substitution consistent with any
conversion applicable to the Common Stock (or the securities otherwise subject to the award) in the
transaction and any change in the issuer of the security. Any shares that are delivered and any

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 EXHIBIT B

awards that are granted by, or become obligations of, the Corporation, as a result of the assumption
by the Corporation of, or in substitution for, outstanding awards previously granted or assumed by an
acquired company (or previously granted or assumed by a predecessor employer (or direct or indirect
parent thereof) in the case of persons that become employed by the Corporation or one of its
Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be
counted against the Share Limit or other limits on the number of shares available for issuance under
this Plan.
8.11. Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of
the Board or the Administrator to grant awards or authorize any other compensation, with or without
reference to the Common Stock, under any other plan or authority.
8.12. No Corporate Action Restriction. The existence of this Plan, the award agreements and the
awards granted hereunder shall not limit, affect, or restrict in any way the right or power of the
Corporation or any Subsidiary (or any of their respective shareholders, boards of directors or
committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any
adjustment, recapitalization, reorganization or other change in the capital structure or business of the
Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the
ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred
or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the
Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary,
(e) any sale or transfer of all or any part of the assets or business of the Corporation or any
Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any
other plan or authority (or any other action with respect to any benefit, incentive or compensation), or
(g) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant,
beneficiary or any other person shall have any claim under any award or award agreement against
any member of the Board or the Administrator, or the Corporation or any employees, officers or
agents of the Corporation or any Subsidiary, as a result of any such action. Awards need not be
structured so as to be deductible for tax purposes.
8.13. Other Company Benefit and Compensation Programs. Payments and other benefits
received by a participant under an award made pursuant to this Plan shall not be deemed a part of a
participant’s compensation for purposes of the determination of benefits under any other employee
welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary,
except where the Administrator expressly otherwise provides or authorizes in writing. Awards under
this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants,
awards or commitments under any other plans, arrangements or authority of the Corporation or its
Subsidiaries.
8.14. Clawback Policy. The awards granted under this Plan are subject to the terms of the
Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well
as any similar provisions of applicable law, any of which could in certain circumstances require
repayment or forfeiture of awards or any shares of Common Stock or other cash or property received
with respect to the awards (including any value received from a disposition of the shares acquired
upon payment of the awards).

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