Microchip Technology Inc DEF 14A, filed Jul 7, 2023

Microchip Technology Inc (MCHP)

DEF 14A 2023-07-07 For: 2023-08-22

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Added on June 12, 2026

About this DEF 14A

Microchip Technology Inc filed this DEF 14A on July 7, 2023.

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Check the appropriate box:
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


Payment of Filing Fee (check the appropriate box):
ý			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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

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

ITEMS OF BUSINESS:	(1)	The election of each of Matthew W. Chapman, Karlton D. Johnson, Wade F. Meyercord, 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.





	(2)	To approve an amendment and restatement of our 2001 Employee Stock Purchase Plan to extend the term of the plan by ten years to August 31, 2034.

	(3)	To approve an amendment and restatement of our 1994 International Employee Stock Purchase Plan to extend the term of the plan by ten years to November 30, 2034.

	(4)	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2024.

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

	(6)	To hold an advisory (non-binding) vote regarding the frequency period of the advisory executive compensation vote to be held every one, two, or three years.

	(7)	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.

	(8)	To transact such other business as may properly come before the annual meeting or any adjournment(s) or postponement(s) thereof.

	The Microchip Board of Directors recommends that you vote FOR Proposals One, Two, Three, Four, and Five, FOR a frequency period of one year with respect to Proposal Six, and AGAINST Proposal Seven.

RECORD DATE:	Holders of Microchip common stock of record at the close of business on June 23, 2023 are entitled to vote at the annual meeting.

ANNUAL REPORT:	Microchip's fiscal 2023 Annual Report, which is not a part of the proxy soliciting material, is enclosed.

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, please vote your shares as promptly as possible using the enclosed proxy card, or via the internet or telephone as instructed in the enclosed materials, 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.


						$8.44 Billion Net Sales in Fiscal Year 2023

						22,600 Employees

						125,000 Customers

						Headquartered Near Phoenix in Chandler, Arizona


			$8.439 billion Record Net Sales

			67.5% Record GAAP Gross Profit Percentage			67.8% Record Non-GAAP Gross Profit Percentage

			$3.116 billion Record GAAP Operating Income			$3.960 billion Record Non-GAAP Operating Income

			36.9% Record GAAP Operating Income as a Percentage of Net Sales			46.9% Record Non-GAAP Operating Income as a Percentage of Net Sales

			$2.238 billion Record GAAP Net Income			$3.353 billion Record Non-GAAP Net Income

			$4.02 Record GAAP Diluted Net Income Per Common Share			$6.02 Record Non-GAAP Diluted Net Income Per Common Share


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


			Steve Sanghi Executive Chair						Ganesh Moorthy CEO and President


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 members) •Periodic reviews of committee charters, code of business conduct and ethics, and corporate governance guidelines •Risk oversight by full Board of cybersecurity, sustainability and human rights matters, as well as oversight of sustainability matters by the Nominating, Governance, and Sustainability Committee
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			Page

PROXY SUMMARY			1

PROXY STATEMENT			2

THE BOARD OF DIRECTORS			5

CORPORATE GOVERNANCE GUIDELINES			5

MEETINGS OF THE BOARD			6

BOARD LEADERSHIP STRUCTURE			6

BOARD OVERSIGHT OF RISK MANAGEMENT			7

NOMINATING, GOVERNANCE, AND SUSTAINABILITY COMMITTEE'S OVERSIGHT OF SUSTAINABILITY MATTERS			7

HUMAN CAPITAL, CULTURE AND DIVERSITY			9

AUDIT COMMITTEE OVERSIGHT OF INFORMATION SECURITY			11

COMMUNICATIONS FROM STOCKHOLDERS			11

COMMITTEES OF THE BOARD			11

REPORT OF AUDIT COMMITTEE			13

DIRECTOR COMPENSATION			14

CERTAIN TRANSACTIONS			15


PROPOSAL ONE - ELECTION OF DIRECTORS			16



PROPOSAL TWO - APPROVAL OF AMENDED AND RESTATED 2001 EMPLOYEE STOCK PURCHASE PLAN			20

PROPOSAL THREE - APPROVAL OF AMENDED AND RESTATED 1994 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN			24

PROPOSAL FOUR - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			27

PROPOSAL FIVE - APPROVAL OF EXECUTIVE COMPENSATION			29



PROPOSAL SIX - APPROVAL OF FREQUENCY PERIOD OF ADVISORY COMPENSATION VOTE			30

PROPOSAL SEVEN - 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			31

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS			34

EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS			36

OVERVIEW			36

COMPENSATION POLICY AND OBJECTIVES			36



EXECUTIVE COMPENSATION PROCESS			36

ELEMENTS OF COMPENSATION			38

STOCK OWNERSHIP GUIDELINES			42

OTHER COMPENSATION AND EMPLOYEE BENEFITS			42

NON-QUALIFIED DEFERRED COMPENSATION PLAN			43

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS			43

TAX DEDUCTIBILITY AND CONCLUSION			45

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION			45

CEO PAY RATIO DISCLOSURE			46


TABLE OF CONTENTS			Page

PAY VERSUS PERFORMANCE DISCLOSURE			46

COMPENSATION OF NAMED EXECUTIVE OFFICERS			51

SUMMARY COMPENSATION TABLE			51

GRANTS OF PLAN-BASED AWARDS			53

OUTSTANDING EQUITY AWARDS			57

STOCK VESTED			64

NON-QUALIFIED DEFERRED COMPENSATION			64

EQUITY COMPENSATION PLAN INFORMATION			66

CODE OF BUSINESS CONDUCT AND ETHICS			67

OTHER MATTERS			67

APPENDIX A			69

APPENDIX B			71

APPENDIX C			78


Date:			August 22, 2023
Time:			9:00 a.m., Mountain Standard Time / Pacific Daylight Time
Record date:			June 23, 2023


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 2 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.			•Proactive year-round investor engagement, including executive management meetings with investors owning more than 55% of shares outstanding in fiscal 2023 (excluding index and passive funds, which do not engage with management) •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 three 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.			•Board Chair is separate from 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


Principle 5 Boards should adopt structures and practices that enhance their effectiveness.			•71% of the director nominees are independent •We adopted a requirement 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 •14% 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 four new Board members joining since our 2020 annual meeting, and an average tenure of 13.0 years •Limits on outside boards, with no independent director permitted to serve on more than five public company boards (including Microchip) •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)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Steve Sanghi (2)	—	—	—	—	—	—
Ganesh Moorthy (2)	—	—	—	—	—	—
Matthew W. Chapman	95,000	186,672	—	—	—	281,672
Esther L. Johnson	95,000	186,672	—	—	—	281,672
Karlton D. Johnson	95,000	186,672	—	—	—	281,672
Wade F. Meyercord	95,000	186,672	—	—	—	281,672
Robert A. Rango (3)	23,750	118,254	—	—	—	142,004
Karen M. Rapp	95,000	186,672	—	—	—	281,672


/s/ Kim van Herk
Kim van Herk Secretary


			$5.7 billion
						$2.8 billion

			Dividends Paid			Share Buybacks


Average Tenure - 13.0 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


						Steve Sanghi transitioned to Executive Chair of our Board in March 2021. He served as Chief Executive Officer from October 1991 to March 2021 and as Chair of the Board since October 1993. He served as President from August 1990 to February 2016 and has served as a director since August 1990. Mr. Sanghi holds an M.S. degree in Electrical and Computer Engineering from the University of Massachusetts and a B.S. degree in Electronics and Communication from Punjab University. Mr. Sanghi was elected to the Board of Directors of Impinj, Inc. in March 2021 and was appointed as Board Chair in June 2022. Impinj, Inc. is a publicly traded company which offers a platform that wirelessly connects individual items and delivers data about the connected items to business and consumer applications. Mr. Sanghi served on the board of Mellanox Technologies Ltd., a publicly traded supplier of end-to-end Ethernet and InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure, from February 2018 through April 2020. Mr. Sanghi has previously served on the boards of other publicly traded technology companies over the years. Mr. Sanghi is 67 years old as of June 30, 2023.


						Ganesh Moorthy was appointed as President and Chief Executive Officer in March 2021 and to the Board of Directors in January 2021. Mr. Moorthy served as President and Chief Operating Officer since February 2016, and Chief Operating Officer since June 2009. He also served as Executive Vice President from October 2006 to August 2012 and as a Vice President in various roles since he joined Microchip in 2001. Prior to this time, he served in various executive capacities with other semiconductor companies. Mr. Moorthy holds an M.B.A. in Marketing from National University, a B.S. degree in Electrical Engineering from the University of Washington and a B.S. degree in Physics from the University of Mumbai, India. Mr. Moorthy was elected to the Board of Directors of Rogers Corporation in July 2013 and serves on the Audit Committee and as the Nominating, Governance, and Sustainability Committee Chairperson of the Board of Directors of Rogers Corporation. He also represents Microchip on the Board of Directors of the Semiconductor Industry Association and the Global Semiconductor Association. Mr. Moorthy is 63 years old as of June 30, 2023.


						Matthew W. Chapman has served as a director of Microchip since May 1997. After serving for over 11 years, Mr. Chapman retired in February 2018 from his position as 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. In his career, Mr. Chapman has served as CEO and Chairman of Concentrex Incorporated, a publicly held company specializing in supplying software solutions and service to U.S. financial institutions. He holds a J.D. degree from the University of Oregon School of Law, and a B.S. degree in Economics from the University of Portland. Mr. Chapman is 72 years old as of June 30, 2023.


						Karlton D. Johnson has served as a director of Microchip since April 2021. He is currently the 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. A decorated combat veteran, Mr. Johnson previously served as the Chief Information Officer (CIO) for the Multinational Security Transition Command-Iraq, and in his final posting, served with distinction as the Senior U.S. military executive/CIO and lead cyberspace expert adviser to the 4-star Commander at United States Forces-Korea, Seoul, Republic of Korea. In 2014, Mr. Johnson retired from U.S.A.F. Active Duty as a Colonel after 26 years of honorable service, and he has held senior leadership roles within the Fortune 500 marketplace. Additionally, he serves in senior leadership positions on other private boards, and he holds several Master’s Degrees and executive Graduate Certifications from various institutions to include George Washington University, National Defense University, West Virginia University, ISACA and the U.S. government. Mr. Johnson is 57 years old as of June 30, 2023.


						Wade F. Meyercord has served as a director of Microchip since June 1999, and as Lead Independent Director since June 2023. Since October 2002, he has served as President of Meyercord & Associates, Inc., a privately held management consulting firm specializing in executive compensation matters and stock plan consulting for technology companies, a position he previously held part time beginning in 1987. Mr. Meyercord served as a member of the Board of Directors of Endwave Corporation, a publicly held company, from March 2004 until it was acquired in 2011. Mr. Meyercord served as a member of the Board of Directors of California Micro Devices Corporation, a publicly held company, from January 1993 to October 2009, and Magma Design Automation, Inc., a publicly held company, from January 2004 to June 2005. He holds an M.B.A. degree in Engineering Administration from Syracuse University, and a B.S. degree in Mechanical Engineering from Purdue University. Mr. Meyercord is 82 years old as of June 30, 2023.


						Robert A. Rango has served as a director of Microchip since January 2023. From 2016 to 2022, Mr. Rango served as President and CEO of Enevate Corp., a privately held corporation that develops fast-charging and high-density battery technology for the electric vehicle market. Mr. Rango is currently a member of the Board of Directors of two other publicly traded companies: KLA Corporation and Keysight Technologies, Inc., and he was previously on the Board of Directors of Integrated Device Technologies, Inc. Prior to joining Enevate, Mr. Rango was Executive Vice President of Broadcom Corp.’s Mobile and Wireless Group, and held executive positions with AT&T Microelectronics, Lucent Technologies and Agere Systems. He holds an M.E. degree in Electrical Engineering from Cornell University and a B.E. degree in Electrical Engineering from State University of New York at Stony Brook. Mr. Rango is 65 years old as of June 30, 2023.


						Karen M. Rapp has served as a director of Microchip since January 2021. From 2017 through January 2023, she served as Chief Financial Officer of National Instruments Corporation ("NI"), a publicly traded company specializing in automated test and measurement systems. From January 2023 through May 2023, Ms. Rapp served as Strategic Advisor to the CEO of NI. Ms. Rapp served as Senior Vice President of Corporate Development of NXP Semiconductors N.V. ("NXP"), a Dutch global semiconductor manufacturer, after NXP acquired Freescale Semiconductor in December 2015. Ms. Rapp previously served in several positions at Freescale, including serving as Vice President and Chief Information Officer from April 2013 to December 2015 and as Director of Operations and Finance, Global Sales and Marketing from April 2010 to April 2013. Ms. Rapp holds a bachelor’s degree in Finance from Northern Illinois University, and an M.B.A. from the University of Texas at Austin. Ms. Rapp has served as a member of the Board of Directors and as a member of the Audit Committee and Compensation Committee at Plexus Corp. since March 2018. Ms. Rapp is 55 years old as of June 30, 2023.


Name and Position	Number of Shares Purchased	Weighted Average Per Share Purchase Price ($)
Ganesh Moorthy, CEO and President	385	55.19
Steve Sanghi, Executive Chair	385	55.19
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units	385	55.19
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit	385	55.19
J. Eric Bjornholt, Senior VP and CFO	385	55.19
All current executive officers as a group	1,925	55.19
All current directors who are not executive officers as a group	—	—
All employees of the company (excluding executive officers) as a group	933,497	55.19


	Fiscal Year
	2023		2022
Audit Fees (1)	$	5,644,000	$	5,469,000
Audit-Related Fees (2)	47,000		33,000
Tax Fees (3)	1,032,000		1,166,000
All Other Fees (4)	—		—
Total	$	6,723,000	$	6,668,000


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percent of Common Stock (1)
The Vanguard Group, Inc. (2)	66,300,914	12.18
BlackRock, Inc. (3)	43,244,463	7.94




Steve Sanghi (4)	10,113,869	1.86
Ganesh Moorthy (5)	778,562	*
Matthew W. Chapman (6)	38,430	*
Wade F. Meyercord (7)	30,817	*
Esther L. Johnson (6)	25,502	*

Karen M. Rapp (6)	6,154	*
Karlton D. Johnson (6)	3,721	*
Robert A. Rango (8)	1,747	*
Richard Simoncic (9)	127,775	*
Stephen V. Drehobl (10)	86,115	*
J. Eric Bjornholt (11)	36,140	*

All directors and executive officers as a group (11 people) (12)	11,248,832	2.07



Performance Metric (1)	Target Quarterly Measurement
	Q1 FY23		Q2 FY23		Q3 FY23		Q4 FY23
	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	63.50%	15.00%	63.50%	15.00%	64.50%	15.00%	64.50%	15.00%
Non-GAAP operating expenses as a percentage of net sales	23.50%	15.00%	23.50%	15.00%	23.00%	15.00%	23.00%	15.00%
Non-GAAP operating income as a percentage of net sales	40.00%	15.00%	40.00%	15.00%	41.50%	15.00%	41.50%	15.00%
Non-GAAP diluted net income per common share	$1.34	15.00%	$1.44	15.00%	$1.55	15.00%	$1.62	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 FY23		Q2 FY23		Q3 FY23		Q4 FY23
	Actual	Bonus Payout %	Actual	Bonus Payout %	Actual	Bonus Payout %	Actual	Bonus Payout %
Sequential net sales growth	6.47%	53.13%	5.58%	47.20%	4.63%	40.87%	2.93%	29.53%
Non-GAAP gross profit percentage	67.10%	28.50%	67.74%	30.90%	68.12%	28.58%	68.32%	29.33%
Non-GAAP operating expenses as a percentage of net sales	21.52%	24.91%	20.89%	28.04%	20.65%	26.74%	20.67%	26.65%
Non-GAAP operating income as a percentage of net sales	45.58%	28.95%	46.85%	32.13%	47.47%	29.93%	47.65%	30.38%
Non-GAAP diluted net income per common share	$1.37	16.96%	$1.46	16.30%	$1.56	15.32%	$1.64	16.15%
Discretionary (non-ESG)	N/A	117.55%	N/A	140.43%	N/A	153.56%	N/A	162.96%
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	275.00%	N/A	300.00%	N/A	300.00%	N/A	300.00%


Position	Minimum Dollar Value	Minimum Number of Shares
Non-Employee Members of the Board	$250,000	6,000
CEO and President	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, CEO and President (4)	641,845	987,454	31,562,457	—	1 year
Steve Sanghi, Executive Chair (5)	967,114	1,197,734	27,763,360	—	2 years
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units (4)	334,036	166,505	10,715,909	—	1 year
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit (4)	319,225	159,122	7,860,647	—	1 year
J. Eric Bjornholt, Senior VP and CFO (4)	314,518	141,049	8,438,977	—	1 year


Wade F. Meyercord (Chair)			Esther L. Johnson			Karlton D. Johnson			Robert A. Rango


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)
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		1,781,606	227.23	233.18		1,285.5		2,965.3
2021	3,891,467	9,289,912	1,565,347	17,506,955	38,326,571	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	2023		2022		2021
	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	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	(8,714,501)	(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	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	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	122,240	95,375	(83,697)	(67,011)	6,248,855	2,882,283	1,070,969
Value as of prior year-end for awards forfeited during the year	(90,767)	(73,324)	(855,316)	(689,322)	—	—	—
Total Adjustments	5,798,843	2,482,458	(2,834,343)	(2,079,964)	29,036,659	13,615,488	5,034,954
Compensation Actually Paid	18,075,158	6,952,662	9,925,324	1,781,606	38,326,571	17,506,955	6,600,301


Year	PEO(s)	Non-PEO NEOs
2023	Ganesh Moorthy	Steve Sanghi, Eric Bjornholt, Steve Drehobl and Richard Simoncic
2022	Ganesh Moorthy	Steve Sanghi, Eric Bjornholt, Steve Drehobl and Richard Simoncic
2021	Steve Sanghi; Ganesh Moorthy (4)	Eric Bjornholt, Steve Drehobl and Richard Simoncic


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


Name and Principal Position	Year	Salary ($) (1)	Bonus ($) (2)	Stock Awards ($) (3)	Non-Equity Incentive Plan Compensation ($) (4)	All Other Compensation ($) (5)	Total ($)
Ganesh Moorthy, CEO and President	2023	643,126	75,599	8,714,501	2,828,128	14,961	12,276,315
	2022	565,862	46,006	10,538,056	1,595,494	14,249	12,759,667
	2021	421,014	12,792	3,170,379	277,510	9,772	3,891,467
Steve Sanghi, Executive Chair	2023	484,886	54,633	6,374,625	1,704,538	21,813	8,640,495
	2022	484,882	38,126	3,735,961	1,269,336	18,272	5,546,577
	2021	702,087	22,086	7,384,078	1,168,596	13,065	9,289,912
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units	2023	334,797	39,184	2,594,008	451,366	17,265	3,436,620
	2022	314,481	26,212	3,201,643	315,250	14,023	3,871,609
	2021	275,943	8,384	1,477,531	102,034	7,824	1,871,716
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit	2023	319,862	37,599	2,126,398	431,352	15,497	2,930,708
	2022	289,384	23,799	2,312,929	263,595	11,968	2,901,675
	2021	252,891	7,684	982,099	83,346	7,126	1,333,146
J. Eric Bjornholt, Senior VP and CFO	2023	315,212	36,894	2,126,398	378,797	15,692	2,872,993
	2022	293,338	24,449	2,555,519	241,667	11,445	3,126,418
	2021	257,391	7,821	1,142,976	76,553	6,437	1,491,178