Microchip Technology Inc DEF 14A, filed Jul 8, 2024

Microchip Technology Inc (MCHP)

DEF 14A 2024-07-08 For: 2024-08-20

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Added on June 12, 2026

About this DEF 14A

Microchip Technology Inc filed this DEF 14A on July 8, 2024.

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o			Preliminary Proxy Statement
o			Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to § 240.14a-12


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TIME:	9:00 a.m., Mountain Standard Time / Pacific Daylight Time

PLACE:	Microchip Technology Incorporated, 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199

PROPOSALS:		BOARD RECOMMENDS:

(1)	The election of each of Ellen L. Barker, Matthew W. Chapman, Karlton D. Johnson, Ganesh Moorthy, Robert A. Rango, Karen M. Rapp and Steve Sanghi to our Board of Directors to serve for the ensuing year and until their successors are elected and qualified.	FOR each director nominee





(2)	To approve the amendment and restatement of our 2004 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 8,000,000.	FOR


(3)	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2025.	FOR

(4)	To hold an advisory (non-binding) vote regarding the compensation of our named executives.	FOR

(5)	To consider a stockholder proposal requesting that our Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers' use of our products contribute or are linked to violations of international law.	AGAINST

(6)	To transact such other business as may properly come before the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.

RECORD DATE:	Holders of Microchip common stock of record at the close of business on June 21, 2024 are entitled to vote at the 2024 Annual Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS:	On or about July 8, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access both the proxy statement and our annual report. The Notice will also contain instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. This proxy statement and our annual report can be accessed at the following internet address: www.microchip.com/annual_reports. All you have to do is enter the control number located in the Notice or on your proxy card.


						$7.63 Billion Net Sales in Fiscal Year 2024

						22,300 Employees

						123,000 Customers

						Headquartered Near Phoenix in Chandler, Arizona


			$7.634 billion Net Sales

			65.4% GAAP Gross Profit Percentage			65.8% Non-GAAP Gross Profit Percentage

			$2.571 billion GAAP Operating Income			$3.349 billion Non-GAAP Operating Income

			33.7% GAAP Operating Income as a Percentage of Net Sales			43.9% Non-GAAP Operating Income as a Percentage of Net Sales

			$1.907 billion GAAP Net Income			$2.698 billion Non-GAAP Net Income

			$3.48 GAAP Diluted Net Income Per Common Share			$4.92 Non-GAAP Diluted Net Income Per Common Share


Filed by the Registrant			ý
Filed by a Party other than the Registrant			o



PROXY:			It is important that your shares be represented and voted at the annual meeting. Whether or not you expect to attend the annual meeting in person or virtually, please vote your shares as promptly as possible, or via the internet or telephone as instructed in the Notice or on your proxy card, in order to ensure your representation at the annual meeting. You can revoke your proxy at any time prior to its exercise at the annual meeting by following the instructions in the accompanying proxy statement.


			Steve Sanghi Executive Chair						Ganesh Moorthy President and CEO


Board Refreshment by Fiscal Year

2024			1 non-employee director
2023			1 non-employee director
2022			1 non-employee director
2021			1 employee director, 1 non-employee director
2020			No new appointments


Accountability •Annual election of all directors •Majority voting in uncontested director elections •Lead independent director •Annual Board and committee self-evaluation •Annual Say-on-Pay vote •Anti-hedging, anti-short sale and anti-pledging policies •Stock ownership requirement for directors, officers and other senior employees			Shareholder Rights •Proxy access •No shareholder rights plan •No dual class share structure •No Board members are over-boarded •Board succession planning and refreshment •CEO and executive succession planning •At least 75% of Board members must be independent (rounded down, e.g. 5 of 7 directors) •Periodic reviews of committee charters, code of business conduct and ethics, and corporate governance guidelines •Risk oversight by Audit Committee of cybersecurity matters, and by Nominating, Governance and Sustainability Committee of sustainability, environmental and human capital matters
Compensation Practices •Emphasis on performance-based metrics


What We Do			What We Don’t Do
Compensation Committee is comprised 100% of independent directors			No repricing of stock options
Balance short and long-term incentives, cash and equity and fixed and variable pay elements			No dividends or dividend equivalents on unearned awards
Performance-based awards comprising approximately 50% of the overall equity allocation to executive officers			No pledging or hedging of Microchip securities
Require one-year minimum vesting for awards granted under the Amended and Restated 2004 Equity Incentive Plan, subject to certain exceptions			No perquisites or excessive severance benefits
Solicit an annual advisory vote on executive compensation			No executive pension plans or company contribution to supplemental retirement plans
Maintain stock ownership guidelines			No dual class or non-voting stock


TABLE OF CONTENTS

10	Proxy Statement	47	Executive Compensation Policy and Objectives

13	The Board of Directors	48	Named Executive Officers

13	Corporate Governance Guidelines	49	Executive Compensation Process

14	Meetings of the Board	50	Elements of Compensation

14	Board Leadership Structure	54	Stock Ownership Guidelines

15	Lead Independent Director	54	Other Compensation and Employee Benefits

15	Board Oversight of Risk Management	55	Non-Qualified Deferred Compensation Plan

15	Nominating, Governance, and Sustainability Committee's Oversight of Sustainability Matters	55	Employment Contracts, Termination of Employment and Change of Control Arrangements

17	Human Capital, Culture and Diversity	58	Tax Deductibility

19	Audit Committee Oversight of Information Security	58	Conclusion

19	Communications From Stockholders	58	Compensation Committee Report on Executive Compensation

19	Committees of the Board	60	CEO Pay Ratio Disclosure

21	Report of Audit Committee	61	Pay Versus Performance Disclosure

22	Director Compensation	65	Compensation of Named Executive Officers

23	Certain Transactions	65	Summary Compensation Table

23	Delinquent Section 16(A) Reports	67	Grants of Plan-Based Awards

24	Proposal One - Election of Directors	70	Outstanding Equity Awards

29	Proposal Two - Approval of Amended and Restated 2004 Equity Incentive Plan	77	Stock Vested

37	Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm	77	Non-Qualified Deferred Compensation

39	Proposal Four - Approval of Executive Compensation	79	Equity Compensation Plan Information

41	Proposal Five - Stockholder Proposal	80	Code of Business Conduct and Ethics

45	Security Ownership of Principal Stockholders, Directors and Executive Officers	80	Other Matters

47	Executive Compensation - Compensation Discussion and Analysis	82	Appendix A - Non GAAP Financial Measures

47	Overview of the Compensation Program	84	Appendix B - 2004 Equity Incentive Plan


ISG Principle			Microchip Practice
Principle 1 Boards are accountable to stockholders.			•All directors are elected annually •Majority voting in uncontested director election •No shareholder rights plan •Proxy access with market terms (3% for three years, up to the greater of two directors or 20% of the Board) •CEO and Board Chair’s letter in proxy statement describes Board’s activities over the past year
Principle 2 Stockholders should be entitled to voting rights in proportion to their economic interest.			•No dual-class share structure •Each stockholder is entitled to one vote per share
Principle 3 Boards should be responsive to stockholders and be proactive in order to understand their perspectives.			•We regularly meet with our institutional stockholders with a focus on actively managed funds, and, in fiscal 2024, we met with active fund managers holding about 50% of the total number of our outstanding shares held by actively managed funds. We also met with our largest stockholder this year, a passively managed index fund which holds 12.7% of our shares. •Engagement topics included strategy, financial and operational matters; culture; issues concerning ESG matters; executive compensation; and corporate governance •The Board has made a number of changes in response to investor feedback, including: •adding five new Board members since January 2021 who bring greater diversity representation; •enhancing further the integration of ESG disclosure into our public filings, and Corporate Sustainability Report; and •tying a portion of the payments under our quarterly management incentive bonus plan to progress made on our annual ESG goals
Principle 4 Boards should have a strong, independent leadership structure.			•Our Board Chair position is separate from our CEO •Lead independent director appointed •Board considers appropriateness of its leadership structure at least annually •Independent committee chairs •Independent directors meet in executive session at least four times per year •Non-employee directors may only serve on the Board for 17 years after June 1, 2024


Principle 5 Boards should adopt structures and practices that enhance their effectiveness.			•71% of the director nominees are independent •We require that three-fourths of our directors must be independent (rounded down, e.g. 5 of 7 directors) •43% of the director nominees self-identify as racially/ethnically diverse •29% of the director nominees self-identify as female •We value diversity, and have a practice of seeking out women and minority candidates, as well as candidates with diverse backgrounds, experiences, and skills, as part of each Board search •Annual Board and committee evaluations •Active Board refreshment, with five new Board members joining since our 2020 annual meeting, and an average tenure of 10.5 years •Limits on outside boards, with no independent director permitted to serve on more than four public company boards (including Microchip), and no management director permitted to serve on more than two public company boards (including Microchip). Board members are required to seek approval of the Board Chair and Nominating, Governance and Sustainability Committee Chair before undertaking additional outside public directorships. Our policy is contained in our Corporate Governance Guidelines. We regularly review compliance with this policy and, as of March 31, 2024, all of our directors were in compliance. •No restrictions on directors’ access to senior management
Principle 6 Boards should develop management incentive structures that are aligned with the long-term strategy of the company.			•Compensation Committee reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies •Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Steve Sanghi (2)	—	—	—	—	—
Ganesh Moorthy (2)	—	—	—	—	—
Ellen L. Barker (3)	13,901	107,758	—	—	121,659
Matthew W. Chapman	119,500	195,898	—	—	315,398
Esther L. Johnson (4)	39,130	—	—	—	39,130
Karlton D. Johnson	97,692	195,898	—	—	293,590
Wade F. Meyercord	134,038	195,898	—	—	329,936
Robert A. Rango	97,692	195,898	—	—	293,590
Karen M. Rapp	104,962	195,898	—	—	300,860


/s/ Kim van Herk
Kim van Herk Secretary


			$6.7 billion
						$3.8 billion

			Dividends Paid			Share Buybacks


Average Tenure - 10.5 years


Board Diversity
	Female	Male
Gender Identity
Directors	2	6
Demographic Background
African American or Black	—	1
Asian	—	2
White	2	3
Directors who are Military Veterans	—	1
Total Number of Directors	8



			Experience - Highlights: •2021 to Present - Executive Chair, Board of Directors, Microchip Technology Inc. •1993 to 2021 - Chair of the Board of Directors, Microchip Technology Inc. •1991 to 2021 - Chief Executive Officer, Microchip Technology Inc. •1990 to 2016 - President, Microchip Technology Inc. Membership on Other Public Boards: •2021 to Present - Impinj, Inc., Board Member; Board Chair •2018 to 2020 - Mellanox Technologies Ltd. •2017 to 2019 - Myomo, Inc. Education: •M.S. in Electrical and Computer Engineering from the University of Massachusetts •B.S. in Electronics and Communication from Punjab University
Steve Sanghi Executive Chair since March 2021 Age: 68 years old Director Since: August 1990



			Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Inc. •2021 to Present - President and Chief Executive Officer, Microchip Technology Inc. •2016 to 2021 - President and Chief Operating Officer, Microchip Technology Inc. •2009 to 2016 - Chief Operating Officer, Microchip Technology Inc. •2006 to 2012 - Executive Vice President, Microchip Technology Inc. •2001 to 2006 - Microchip Vice President in various roles Membership on Other Public Boards: •2023 to Present - Celanese Corporation, Board member; Audit Committee member and Nominating and Corporate Governance Committee Chair •2013 to 2024 - Rogers Corporation, Board member; Audit Committee member and Nominating, Governance, and Sustainability Committee Chair Membership on Industry Boards: •Semiconductor Industry Association - Board member representing Microchip •Global Semiconductor Association - Board member representing Microchip Education: •M.B.A. in Marketing from National University •B.S. in Electrical Engineering from the University of Washington •B.S. in Physics from the University of Mumbai, India
Ganesh Moorthy President and Chief Executive Officer since March 2021 Age: 64 years old Director Since: January 2021



			Experience - Highlights: •February 2024 to Present - Board of Directors, Microchip Technology Inc. •2017 to 2021 - Senior Vice President and Chief Information Officer, Texas Instruments •2014 to 2016 - Vice President, Chief Information Officer, Texas Instruments •2011 to 2014 - Vice President, Controller and National Semiconductor Integration Manager, Texas Instruments Education: •M.B.A in Business Administration from the University of Dallas •B.A. in Business Administration from the University of Texas
Ellen L. Barker Independent Age: 61 years old Director Since: February 2024



			Experience - Highlights: •1997 to Present - Board of Directors, Microchip Technology Inc.; Audit Committee Chair since 1997 •2007 to 2018 - Chief Executive Officer of Northwest Evaluation Association, a not-for-profit education services organization providing computer adaptive testing for millions of students throughout the United States and in 140 other countries • 2002 to 2006 - Chair and CEO of Centrisoft, a privately held software company providing bandwidth management for large-scale networks. • 1987 to 2000 - Chief Executive Officer and Chair of Concentrex Incorporated, which became a publicly held company specializing in supplying software solutions and service to U.S. financial institutions Education: •J.D. from the University of Oregon School of Law •B.S. in Economics from the University of Portland
Matthew W. Chapman Independent Age: 73 years old Director Since: May 1997 Committees: Audit Committee (Chair)



			Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Inc. •June 2024 to Present - Chief Executive Officer of National Space Society •1995 to Present - Chief Executive Officer of DeLaine Strategy Group LLC, a strategic advisory practice providing counsel to C-suite leaders in the public, private, non-profit and government sectors •1988 to 2014 - United States Air Force (U.S.A.F.), a decorated combat veteran •2011 to 2014 - Active Duty Colonel, Senior U.S. military executive / Chief Information Officer and lead cyberspace expert adviser to the 4-star Commander at United States Forces-Korea, Seoul, Republic of Korea, U.S.A.F. •2008 to 2009 - Active Duty Colonel, Chief Information Officer for the Multinational Security Transition Command-Iraq, U.S.A.F. Education: •M.S in Advanced Strategy from U.S. Army War College •M.B.A in Executive Computer Management from National Defense University •Executive M.B.A. in Global Management and Space Leadership from Thunderbird School of Global Management •B.S. in Information Systems from West Virginia University •Executive Graduate Certificate - George Washington University •Executive Graduate Certificate - ISACA •Executive Leadership Program in Corporate Governance - Harvard Business School
Karlton D. Johnson Independent Age: 58 Director Since: April 2021 Committees: Audit Committee & Compensation Committee



			Experience - Highlights: •2023 to Present - Board of Directors, Microchip Technology Inc. •2016 to 2022 - President and CEO of Enevate Corp., a privately held corporation that develops fast-charging and high-density battery technology for the electric vehicle market •2011 to 2014 - Executive Vice President and General Manager- Broadcom Corp.’s Mobile and Wireless Group • 2004 to 2011 - Executive Vice President and General Manager/ Sr. Vice President and General Manager- Broadcom Corp.’s Wireless Connectivity Group Membership on Other Public Boards: •2015 to Present - KLA Corporation, Board Member; Audit Committee member •2015 to Present - Keysight Technologies, Inc., Board Member, Audit Committee member, Nominating and Corporate Governance Committee member Education: •M.E. in Electrical Engineering from Cornell University •B.E. in Electrical Engineering from State University of New York at Stony Brook •2023 - Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute
Robert A. Rango Independent Age: 66 Director Since: January 2023 Committees: Compensation Committee & Nominating, Governance and Sustainability Committee



			Experience - Highlights: •2021 to Present - Board of Directors, Microchip Technology Inc. •2023 - Strategic Advisor to the CEO, National Instruments •2017 to 2023 - Chief Financial Officer of National Instruments Corporation, a publicly traded company specializing in automated test and measurement systems •2015 to 2017 - Senior Vice President of Corporate Development of NXP Semiconductors N.V. •2013 to 2015 - Vice President and Chief Information Officer, Freescale Semiconductor Membership on Other Public Boards: •2024 to Present - Cohu, Inc. •2018 to Present - Plexus Corp., Board member, Audit Committee and Compensation Committee member Education: •Certified Treasury Professional •M.B.A. from the University of Texas at Austin •B.S. in Finance from Northern Illinois University
Karen M. Rapp Independent Age: 56 Director Since: January 2021 Committees: Nominating, Governance & Sustainability Committee (Chair), Audit Committee


Name of Individual or Group	Number of Shares Subject to time-based RSUs Granted	Dollar Value of Shares Subject to time-based RSUs Granted(1)	Number of Shares Subject to performance-based RSUs Granted	Dollar Value of Shares Subject to performance-based RSUs Granted(1)
Ganesh Moorthy, President and CEO	42,620	$3,298,330.57	42,622	$3,298,479.15
Steve Sanghi, Executive Chair	13,837	$1,098,409.41	13,838	$1,098,491.59
Richard Simoncic, Chief Operating Officer	10,913	$844,546.98	10,915	$844,703.50
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units	10,913	$844,546.98	10,915	$844,703.50
J. Eric Bjornholt, Senior VP and CFO	9,392	$726,837.38	9,395	$727,076.01
All executive officers, as a group (5 total)	87,675	$6,812,671.33	87,685	$6,813,453.75
All directors who are not executive officers, as a group (6 total)	13,766	$1,087,247.88	—	$—
All employees who are not executive officers, as a group (14,967 total)	2,434,331	$188,064,956.06	36,062	$2,790,806.76


	Fiscal Year
	2024		2023
Audit Fees (1)	$	6,668,000	$	5,644,000
Audit-Related Fees (2)	51,000		47,000
Tax Fees (3)	854,000		1,032,000
All Other Fees (4)	—		—
Total	$	7,573,000	$	6,723,000


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percent of Common Stock (1)
The Vanguard Group, Inc. (2)	66,660,817	12.43
BlackRock, Inc. (3)	45,399,963	8.46




Steve Sanghi (4)	10,116,734	1.89
Ganesh Moorthy (5)	813,627	*
Matthew W. Chapman (6)	38,174	*
Wade F. Meyercord (7)	27,769	*
Karen M. Rapp (6)	8,646	*
Robert A. Rango (6)	4,239	*
Karlton D. Johnson (6)	3,962	*
Ellen L. Barker (8)	1,306	*
Richard Simoncic (9)	138,421	*
Stephen V. Drehobl (10)	84,339	*
J. Eric Bjornholt (11)	37,027	*

All directors and executive officers as a group (11 people) (12)	11,274,244	2.10


Policy/Practice			Summary
Clawback/recovery rights			In October 2023, we adopted a compensation recovery ("clawback") policy in compliance with the listing standards of Nasdaq pursuant to which we are required to recover certain incentive-based compensation received by our executive officers as a result of achieving financial performance goals that are not met under any restated financial results.
One-year minimum vesting period for equity awards			Our 2004 Equity Plan requires a minimum one-year vesting period with respect to at least 95% of awards issued thereunder, subject to limited exceptions such as death, disability or a change of control of Microchip.
Salary reduction program			In connection with other expense reduction actions taken by our management team due to weakening business conditions, in February 2024, the Compensation Committee approved a 20% salary reduction for Mr. Moorthy and other executive staff members including Mr. Sanghi, Mr. Simoncic, Mr. Bjornholt and Mr. Drehobl. In addition, our Board of Directors approved a 20% reduction in the cash compensation of the non-employee members of our Board.
No excise tax gross-ups			In June 2024, we implemented a new form of change of control agreement that does not provide for an excise tax gross-up payment.
Limited perquisites			We provide limited perquisites or other personal benefits to our Named Executive Officers and generally provide air and other travel for our Named Executive Officers for business purposes only. We do not own or lease private aircraft.
Anti-hedging, pledging and margin policy			Our insider trading policy prohibits short sales and trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our stock. Also, our policy prohibits pledging our securities as collateral for any loan and prohibits holding our common stock in a margin account.
Stock ownership requirements			We have stock ownership requirements for our Board members, our Chief Executive Officer and our other Named Executive Officers. Our statement regarding our policy can be found on our webpage at: https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.



Performance Metric (1)	Target Quarterly Measurement
	Q1 FY24		Q2 FY24		Q3 FY24		Q4 FY24
	Target	Target % of Bonus	Target	Target % of Bonus	Target	Target % of Bonus	Target	Target % of Bonus
Sequential net sales growth	1.50%	20.00%	1.50%	20.00%	1.50%	20.00%	1.50%	20.00%
Non-GAAP gross profit percentage	65.50%	15.00%	65.50%	15.00%	65.50%	15.00%	65.50%	15.00%
Non-GAAP operating expenses as a percentage of net sales	23.00%	15.00%	23.00%	15.00%	23.00%	15.00%	23.00%	15.00%
Non-GAAP operating income as a percentage of net sales	42.50%	15.00%	42.50%	15.00%	42.50%	15.00%	42.50%	15.00%
Non-GAAP diluted net income per common share	$1.64	15.00%	$1.62	15.00%	$1.13	15.00%	$0.57	15.00%
Discretionary (non-ESG)	N/A	15.00%	N/A	15.00%	N/A	15.00%	N/A	15.00%
Discretionary based on ESG goals	N/A	5.00%	N/A	5.00%	N/A	5.00%	N/A	5.00%

MICP Total	N/A	100.00%	N/A	100.00%	N/A	100.00%	N/A	100.00%


Performance Metric (1)	Actual Results
	Q1 FY24		Q2 FY24		Q3 FY24		Q4 FY24
	Actual	Bonus Payout %	Actual	Bonus Payout %	Actual	Bonus Payout %	Actual	Bonus Payout %
Sequential net sales growth	2.50%	26.67%	(1.50)%	0.00%	(21.67)%	0.00%	(24.92)%	0.00%
Non-GAAP gross profit percentage	68.39%	25.84%	68.09%	24.71%	63.77%	0.00%	60.32%	0.00%
Non-GAAP operating expenses as a percentage of net sales	20.31%	28.45%	19.97%	30.15%	22.54%	0.00%	27.42%	0.00%
Non-GAAP operating income as a percentage of net sales	48.08%	28.95%	48.12%	29.05%	41.24%	0.00%	32.89%	0.00%
Non-GAAP diluted net income per common share	$1.64	15.10%	$1.62	14.95%	$1.08	0.00%	$0.57	0.00%
Discretionary (non-ESG)	N/A	69.99%	N/A	18.54%	N/A	0.00%	N/A	0.00%
Discretionary based on ESG goals	N/A	5.00%	N/A	5.00%	N/A	0.00%	N/A	0.00%
MICP Total(2)	N/A	200.00%	N/A	122.40%	N/A	0.00%	N/A	0.00%


Position	Minimum Dollar Value	Minimum Number of Shares
Non-Employee Members of the Board	$250,000	6,000
President and CEO	4 x Annual Salary	50,000
Executive Chair	3.5 x Annual Salary	40,000
Chief Operating Officer	3 x Annual Salary	24,000
Section 16(b) Executive Officers	2 x Annual Salary	12,000


Name	Salary $	Bonus $	Equity Compensation Due to Accelerated Vesting $ (1)	Tax Gross-up on Change of Control $ (2)	Continuation of Certain Benefits (3)
Ganesh Moorthy, President and CEO (4)	554,554	936,343	39,712,904	10,605,600	1 year
Steve Sanghi, Executive Chair (5)	567,373	702,669	24,955,041	—	2 years
Richard Simoncic, Chief Operating Officer (4)	280,918	168,118	9,645,504	—	1 year
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units (4)	277,918	138,531	12,107,793	—	1 year
J. Eric Bjornholt, Senior VP and CFO (4)	264,195	126,407	9,851,715	—	1 year


Pay Versus Performance Table
Year	Summary Compensation Table Total			Compensation Actually Paid (1)(2)			Value of initial fixed $100 investment based on:		GAAP Net income (in millions) $		Non-GAAP Operating Income (in millions) $ (7)*
	PEO Ganesh Moorthy $ (3)(4)	PEO Steve Sanghi $ (3)	Non-PEO NEOs $ (3)	PEO Ganesh Moorthy $ (3)(4)	PEO Steve Sanghi $ (3)	Non-PEO NEOs $ (3)	TSR $ (5)	Peer group TSR $ (6)
2024	9,866,411		2,826,338	9,039,215		2,509,339	281.73	342.64		1,906.9		3,349.2
2023	12,276,315		4,470,204	18,075,158		6,952,662	257.73	223.07		2,237.7		3,959.8
2022	12,759,667		3,861,570	9,925,324		1,781,607	227.23	233.18		1,285.5		2,965.3
2021	3,891,467	9,289,912	1,565,347	17,506,955	38,326,570	6,600,301	231.89	209.98		349.4		2,154.1


Adjustments to Reported Summary Compensation Table Total for PEO and Non-PEO Named Executive Officers	2024		2023		2022		2021
	PEO Ganesh Moorthy $	Non-PEO NEOs $	PEO Ganesh Moorthy $	Non-PEO NEOs $	PEO Ganesh Moorthy $	Non-PEO NEOs $	PEO Steve Sanghi $	PEO Ganesh Moorthy $	Non-PEO NEOs
Summary Compensation Table Total	9,866,411	2,826,338	12,276,315	4,470,204	12,759,667	3,861,570	9,289,912	3,891,467	1,565,347
Grant date fair value of equity awards reported in summary compensation table	(8,229,378)	(2,237,589)	(8,714,501)	(3,305,357)	(10,538,056)	(2,951,513)	(7,384,078)	(3,170,379)	(1,200,869)
Year-end fair value of awards granted during the year which were unvested at year-end	7,973,873	2,105,737	11,547,993	4,376,401	10,038,862	2,754,243	11,009,092	4,747,577	1,798,949
Year-over-year change in fair value of outstanding and unvested awards	(314,990)	(6,220)	2,933,878	1,389,363	(1,396,136)	(1,126,361)	19,162,790	9,156,007	3,365,905
Year-over-year change in fair value of awards granted in prior years which vested during the year	(188,324)	(152,019)	122,240	95,375	(83,697)	(67,010)	6,248,855	2,882,283	1,070,969
Value as of prior year-end for awards forfeited during the year	(68,377)	(26,908)	(90,767)	(73,324)	(855,316)	(689,322)	—	—	—
Total Adjustments	(827,196)	(316,999)	5,798,843	2,482,458	(2,834,343)	(2,079,963)	29,036,658	13,615,488	5,034,954
Compensation Actually Paid	9,039,215	2,509,339	18,075,158	6,952,662	9,925,324	1,781,607	38,326,570	17,506,955	6,600,301


Year	PEO(s)	Non-PEO NEOs
2024	Ganesh Moorthy	Steve Sanghi, Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt
2023	Ganesh Moorthy	Steve Sanghi, Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt
2022	Ganesh Moorthy	Steve Sanghi, Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt
2021	Steve Sanghi, Ganesh Moorthy (4)	Richard Simoncic, Stephen V. Drehobl and J. Eric Bjornholt


Important Financial Performance Measures
Net Sales
Gross Profit Percentage (Non-GAAP)
Operating Expenses (Non-GAAP)
Operating Income (Non-GAAP)
Diluted Net Income Per Common Share (Non-GAAP)
Cash Flow from Operating Activities