UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

Notice of Fiscal 20212023 Annual Meeting of Shareholders

January 13, 202218, 2024

To the Shareholders:

NOTICE IS HEREBY GIVEN that the Fiscal 20212023 Annual Meeting of Shareholders of Micron Technology, Inc., a Delaware corporation, will be held virtually on January 13, 2022,18, 2024, at 9:00 a.m., Pacific Standard Time, for the purposes listed below. As used herein, “we,” “our,” “us,” “the Company,the “Company,” and similar terms refer to Micron Technology, Inc., unless the context indicates otherwise.

1.    To elect eight (8) directors to serve for the ensuing year and until their successors are elected and qualified;

2.    To approve, on a non-binding basis, the compensation of our Named Executive Officers;

3.    To approve, on a non-binding basis, the frequency (every one, two or three years) with which our shareholders will have an advisory vote on the compensation of our Named Executive Officers;

4.    To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firmindependent registered public accounting firm for the fiscal year ending September 1, 2022;August 29, 2024;

5.    To vote on a shareholder proposal included in the accompanying proxy statement, if properly presented at the meeting; and

4.6.    To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Securities and Exchange Commission permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, unless otherwise requested, we are sending our shareholders a notice (the “Notice”) regarding the availability of this Proxy Statement, our Annual Report on Form 10-K for fiscal 2021,2023, and other proxy materials (together, the “proxy materials”) via the Internet (the “Notice”).Internet. This electronic process gives you fast, convenient access to the proxy materials, reduces the impact on the environment, and reduces our printing and mailing costs. If you received athe Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report.proxy materials. The Notice also instructs you on how you may submit your vote over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials by electronic mail or mail, you should follow the instructions for requesting such proxy materials included in the Notice.

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.

INFORMATION CONCERNING SOLICITATION AND VOTING

General

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the Annual Meeting. If you have difficulty accessing the meeting or other technical or logistical issues, please call the technical support number that will be posted on the virtual Annual Meeting login page. We will have technicians available to assist you.

ThisThe Notice, this Proxy Statement, and related proxy card are first being distributedmade available on or about December 2, 2021,November 29, 2023, to all shareholders entitled to vote at the meeting.

Shareholders can vote their shares using one of the following methods:

Internet and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a paper proxy or voting instruction card. Unless you are planning to vote at the meeting,Annual Meeting, your vote must be received by 11:59 p.m., Eastern Standard Time, on January 12, 2022.17, 2024.

Record Date

Shareholders of record at the close of business on November 19, 202120, 2023 (the “Record Date”) are entitled to receive notice of and to vote at the meeting.

Revocability of Proxy

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by attending the Annual Meeting and voting online or by delivering to us a written notice of revocation at Micron Technology, Inc., Attn.: Corporate Secretary, 8000 South Federal Way, Boise, Idaho 83716-963283716 or corporatesecretary@micron.com or another duly executed proxy bearing a date later than the earlier given proxy but prior to the date of the Annual Meeting.

Solicitation

The Board of Directors is soliciting proxies for use at the Annual Meeting. We will bear the cost of solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by our directors, officers, and employees, without additional compensation, personally or by telephone or Internet. We intend to usehave engaged the services of D.F. King & Co., a proxy solicitation firm, in connection with the solicitation of proxies. Although the exact cost of the solicitation services is not known at this time, it is anticipated that the fees paid by us for these services will be approximately $12,500.

Outstanding Shares

We have one class of stock outstanding, common stock, $0.10 par value per share (the “Common Stock”). As of the Record Date, 1,120,169,7491,103,733,774 shares of Common Stock were issued and outstanding and entitled to vote.

Voting Rights and Required Vote

Under the Delaware General Corporation Law, our Restated Certificate of Incorporation, and our Amended and Restated Bylaws (“Bylaws”), each shareholder will be entitled to one vote for each share of Common Stock held at the Record Date for all matters. The required quorum for the transaction of business at the Annual Meeting is a majority in voting power of shares of our Common Stock issued and outstanding on the Record Date and entitled to vote thereat, present in person or represented by proxy. Shares that are voted “FOR,” “AGAINST,” or “ABSTAIN” are treated as being present at the Annual Meeting for the purposes of establishing a quorum. Broker non-votes will also be considered present and entitled to vote for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-votes will not be included in the tabulation of the voting results with respect to voting results for the election of directors and other non-routine matters.business.

Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder or “beneficial owner.” A broker or nominee holding shares for a beneficial owner maydoes not have discretion to vote on non-routine matters, such as matters relating to the election of directors or other non-routine mattersand Proposals 2, 3 and 5 unless the broker or nominee receives specific voting instructions from the beneficial owner of the shares. As a result, absent specificA broker “non-vote” occurs when the broker or nominee does not receive voting instructions brokers or nominees mayfrom the beneficial owner and does not vote a beneficial owner’s shares on Proposals 1 and 2 and such shares will be considered “broker non-votes” for such proposals. Brokers or nominees may vote a beneficial owner’s shares on Proposal 3.have discretion to direct the voting of the shares.

Directors will be elected if the number of votes cast “FOR” a particular director exceeds the number of votes cast “AGAINST” that same director, with abstentions and broker-non votes not counted as a vote cast “FOR” or “AGAINST” that director’s election. With respect to all other items of business to be considered at the meeting, the “FOR” vote of the holders of a majority of the voting power of the shares of Common Stock attending online in person or represented by proxy is required in order for such matter to be considered approved by the shareholders. For such non-routine matters,proposals, abstentions will have the same effect as voting against such items of business, but broker non-votes will not be counted in the tabulation of results. For routine matters, abstentions and broker non-votes, if any, will have no effect on the same effect asoutcome of the proposal. On the proposal to approve, on an advisory basis, the frequency of holding future advisory votes on the compensation of the Company’s Named Executive Officers, the voting against such itemsoption that receives the greatest number of business.votes, even if that option is not

Voting of Proxies

Our Board of Directors is presenting eight (8) nominees for election as directors at the Annual Meeting. Each of the nominees is currently a member of our Board and other than Ms. Haynesworth (who joined our Board in February 2021), was elected to our Board at the Fiscal 20202022 Annual Meeting of Shareholders. Each director elected at the Annual Meeting will serve until our Fiscal 20222024 Annual Meeting of Shareholders and until a successor is duly elected and qualified.qualified, except in the case of death, resignation or removal of such director. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected. If any nominee is unable or unwilling for good cause to stand for election or serve as a director if elected, the persons named as proxies may vote for a substitute nominee designated by our existing Board, of Directors, or our Board may choose to reduce its size.

Each director nominee will be elected as a director if such nominee receives the affirmative vote of a majority of the votes cast with respect to his or her election (in other words, the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director). Shareholders are not permitted to cumulate votes with respect to the election of directors.

If a nominee who is serving as a director is not elected at the Annual Meeting by the requisite majority of votes cast, Delaware law provides that the director would continue to serve on our Board of Directors as a holdover director. However, under our Bylaws, any incumbent director who fails to be elected must offer to tender his or her resignation to our Board.Board following the procedures established by the Governance and Sustainability Committee. The Governance and Sustainability Committee will then make a recommendation to our Board on whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the resignation, taking into account the Governance and Sustainability Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. Any director who offers to tender his or her resignation will not participate in the Board’s or the Governance and Sustainability Committee’s decision.

The following table highlights the specific skills, experience, qualifications and attributes that each of the director nominees brings to the Board. A particular director nominee may possess other skills, experience, qualifications or attributes even though they are not indicated below.

There are no family relationships between any of our directors or executive officers.

Director Nominations and Board Refreshment and Diversity

Nomination Process

The Governance and Sustainability Committee regularly reviews the appropriate size and composition of the Board, including by anticipating vacancies and required expertise for the effective oversight of the Company. In evaluating the existing Board and any desired characteristics of potential nominees, the Governance and Sustainability Committee considers, among other things, the knowledge, experience, integrity, and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board, and their ability to devote sufficient time and effort to their duties as directors.directors and provide appropriate oversight. The Governance and Sustainability Committee considers the following skills and experience particularly relevant: experience in the semiconductor industry or related industries; strong business acumen and judgment; excellent interpersonal skills; business relationships with key individuals in industry, government, and education that may be of significant assistance to us and our operations; familiarity with accounting rules and practices; and “independence” as defined and required by the Listing Rules of the Nasdaq Stock Market LLC (“Nasdaq”) and relevant rules and regulations of the Securities and Exchange Commission (“SEC”). The Governance and Sustainability Committee then recommends the bestselected candidates to the Board.

When the Board of Directors decides to add directors to the Board, the Governance and Sustainability Committee worksmay work with a third party executive search firm to assist them in identifying and evaluating potential candidates.

Although the Governance and Sustainability Committee has not established specific diversity guidelines, the Board seeks to maintain a balance of perspectives, qualities, and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political, and social environments in which we operate and to enhance Micron’s performance. Accordingly, the Governance and Sustainability Committee takes into account the personal characteristics, experience, and skills of current and prospective directors, including gender, race, and ethnicity, to ensure that our Board comprises a broad range of perspectives, and measures success by, among other things, the range of viewpoints represented on the Board.

Shareholder RecommendationsNomination and Recommendation of Director Candidates

Shareholders may also recommend candidates for proxies for the election of directors pursuant toconsideration by our Bylaws and the applicable rules of the SEC.

The Governance and Sustainability Committee will evaluate director candidates recommended by shareholders for election to our Board in the same manner and using the same criteria as it uses for any other director candidate. If the Governance and Sustainability Committee determines that a shareholder-recommended candidate is suitable for membership on our Board, of Directors, it will include the

The Board believes that periodic Board refreshment can provide new experiences and fresh perspectives to our Board and is most effective if it is sufficiently balanced to maintain continuity among Board members that will allow for the sharing of historical perspectives and experiences relevant to the Company. Our Board seeks to achieve this balance through its director succession planning process, as well as in response to the annual Board and individual director assessment process discussed below.

The Governance and Sustainability Committee is committed to continuing to identify and recruit highly qualified director candidates with diverse experiences, perspectives, and backgrounds to join our Board. The table below provides certain information regarding the composition of our Board. Each of the categories listed in the table below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

Board Processes and Policies

Code of Business Conduct and Ethics

Board Self-Evaluation

The Governance and Sustainability Committee oversees the Board’s ongoing and annual assessments of its effectiveness, including the effectiveness of its committees and directors. All directors complete an evaluation form for the Board and for each committee on which they serve. These forms include ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas directors believe the Board can improve or in which its performance is strong. Evaluation topics include number and length of meetings, topics covered and materials provided, committee structure and activities, Board composition and expertise, succession planning, director participation and interaction with management, and promotion of ethical behavior. Our Board considers the results when making decisions on the composition, structure and responsibilities of our Board and its committees, agendas and meeting schedules for our Board and its committees, and changes in the performance or functioning of our Board.Board, and such evaluations are taken into account when the Board makes decisions regarding nominations of directors.

Director Skills Evaluation

The Governance and Sustainability Committee oversees the Board’s ongoing and annual assessments of the Board’s composition and the skills each director possesses. The Governance and Sustainability Committee has identified and continually refines a list of skills, attributes, and experiences that it believes will result in an effective, dynamic, and diverse Board. The Governance and Sustainability Committee then reviews each director on a matrix of relevant skills and qualifications in an effort to identify any needed skills, experiences, or perspectives. The Governance and Sustainability Committee uses the insights this matrix provides to recommend committee assignments and inform searches for new director candidates or opportunities to refresh Board composition.

Board Structure

The Board has determined that directors Beyer, Dugle, Gomo, Haynesworth, McCarthy, Switz, and Wright qualify as independent directors. In determining the independence of our directors, the Board of Directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of Nasdaq. None of these directors have a relationship which, in the opinion of the Board, would interfere with us, other than any relationship that is categorically not material under the guidelines referenced above. See “Certain Relationships and Related Transactions.”exercise of independent judgment in carrying out the responsibilities of a director.

Our Board held tentwelve formal meetings during fiscal 2021.2023. The Board met in Executive Session (meetings in which only non-employeeindependent directors are present) foureight times during fiscal 2021.2023. In fiscal 2021,2023, the Board had a standing Audit Committee, Compensation Committee, Finance Committee, Governance and Sustainability Committee, and Security Committee (established in June 2021).Committee. During fiscal 2021,2023, the Audit Committee met eightfourteen times, the Compensation Committee met fivesix times, the Finance Committee met fourfive times, the Governance and Sustainability Committee met four times, and the Security Committee met one time.four times. In addition to formal committee meetings, the chair of each committee engaged in regular discussions with management regarding various issues relevant to their respective committees. All incumbent directors attended 75% or more of the total number of meetings of the Board and the committees on which they served during fiscal 2021. All incumbent directors who served on the Audit, Compensation, Finance, Governance and Sustainability, and Security Committees attended 75% or more of the total number of applicable committee meetings during fiscal 2021.2023. We encourageexpect director attendance at the Annual Meeting of Shareholders, and all then-incumbentthen-serving members of our Board were present at the Fiscal 20202022 Annual Meeting of Shareholders.

Audit Committee

Mses. McCarthy and Dugle and Mr. Gomo currently serve, and during fiscal 2023 served, on the Audit Committee. During fiscal 2021, Mses.Ms. McCarthy and Dugle and Messrs. Bailey and Gomo served on the Audit Committee (Mr. Bailey served until his resignation from the Board in January 2021). Mr. Gomo has served as the Chair of the Audit Committee since January 2023. Prior to that Mr. Gomo served as Audit Committee Chair since January 2019. The Board has determined that all Audit Committee members qualifyare independent under the rules applicable to audit committee members promulgated by the SEC and Nasdaq and each qualifies as an “audit committee financial expert” for purposes of the rules and regulations of the SEC and that each of these members is sufficiently proficient in reading and understanding our financial statements to serve on the Audit Committee. The purpose of the Audit Committee is to assist the Board in overseeing and monitoring:

Compensation Committee

Finance Committee

Governance and Sustainability Committee

Mses. Haynesworth and Wright and Messrs. Beyer and Switz currently serve, on the Governance and Sustainability Committee. Duringduring fiscal 2021, Mses. Haynesworth and Wright and Messrs. Beyer and Switz2023 served, on the Governance and Sustainability Committee, with Ms. Haynesworth joining the Committee in April 2021.Committee. Ms. Wright has served as Chair of the Governance and Sustainability Committee since April 2021. Previously, Mr. Beyer had served as Chair of the Governance and Sustainability Committee since July 2018. The responsibilities of the Governance and Sustainability Committee include assisting the Board in discharging its duties with respect to the following:

Security Committee

Mses. Dugle and Haynesworth and Mr. Beyer currently serve, on the Security Committee, which was established in June 2021. Duringand during fiscal 2021, Mses. Dugle and Haynesworth and Mr. Beyer2023 served, on the Security Committee. Ms. Dugle has served as Chair of the Security Committee since June 2021. The responsibilities of the Security Committee include assisting the Board in discharging its duties with respect to oversight of the following:

Mr. Switz has been the independent Chair of our Board since February 2012. As part of his duties as Chair, Mr. Switz chairs Executive Session meetings of our Board. The Board meets in executive session regularly and held eight meetings in fiscal year 2023.

Shareholders and interested parties wishing to communicate with our Board, or our non-employee directors as a group, may contact Mr. Switz, our Chair, at chair@micron.com.

Related party transactions are reviewed by our Board in accordance with our related party transaction policy. Related parties include our directors and officers, their family members and affiliates, and certain beneficial owners. In cases where the related party is a director or an affiliate of a director, that director does not participate in the review of the proposed transaction. In reviewing a proposed related party transaction, the Board considers all the relevant facts and circumstances of the transaction, such as (i) the nature and terms of the transaction, (ii) the dollar value of the transaction, (iii) whether the terms of the transaction are at least as favorable as they would have been if a related party was not involved, (iv) the business reasons for the transaction, (v) whether the transaction would result in an improper conflict of interest, and (vi) the effects of the transaction on the ongoing relationship between us and the related party. There were no actual or proposed related party transactions in excess of $120,000 forincurred in fiscal 2021 and through November 19, 2021.2023.

The Governance and Sustainability Committee oversees the setting of compensation for our non-employee members of the Board.Board and recommends changes, if any, to the full Board for consideration. Each year, the Governance and Sustainability Committee works with ourthe compensation consultant to review and evaluate director compensation for the ensuing fiscal year, in light of prevailing market conditions and to attract, retain, and reward qualified non-employee directors. The compensation consultant gathers and reviews market data for non-employee directors from the same Compensation Peer Group used to evaluate officer compensation. For a discussion concerning the companies that comprised our Compensation Peer Group, please see “Executive Compensation and Related Information – Compensation Discussion and Analysis” below. Upon completion of its review and evaluation, the Governance and Sustainability Committee did not recommend to the Board any changes to the Board inamount of director compensation for fiscal 2022 except compensation for the newly-added position of Security Committee Chair.2024.

Elements of Director Compensation

Annual Retainer and Committee Chair Remuneration

Set forth below are the standard cash amounts directors were and are entitled to receive for their service as committee chair or Chair of the Board of Directors for fiscal 20212023 and 2022:2024 (assuming in each case service for the entire year):

Except for the foregoing, directors do not receive any additional or special cash remuneration for their service on any of the committees established by the Board. We reimburse directors for travel and lodging expenses, if any, incurred in connection with attendance at Board of Directors’or committee meetings.

Equity Award

Non-employee directors receive an equity award each fiscal year. Since fiscal 2007, the equity award has been exclusively in the form of restricted stock. The restricted stock includes the potential to receive dividend equivalents (at the same rate as for Common Stock generally), which will accumulate and pay out (in cash) only if and when the underlying shares are released. The “targeted value” for the annual non-employee director equity award is established each year by the Board following discussions with ourthe compensation consultant and has been set at $250,000 since fiscal 2015. The number of shares of restricted sharesstock awarded to each non-employee director is determined by dividing the applicable targeted value by the Fair Market Value of a share of our Common Stock, as defined under our equity plans. For purposes of our equity plans, “Fair Market Value” is the closing price of our Common Stock on the last market-trading day prior to the date of grant. The restrictions on thethese restricted shares awarded in fiscal 20212023 lapse for 100% of such shares on the first anniversary of the date of grant (the “Vesting Period”). Notwithstanding the foregoing, the restrictions will lapse for 100% of such shares in the event a director reaches the mandatory retirement age, if any, or retires from the Board during the Vesting Period having achieved a minimum of three years of service with the Board prior to the effective date of their retirement, or upon a director’s death or disability.

Fiscal 20212023 Director Compensation

We have established stock ownership guidelines for our non-employee directors. The minimum ownership guideline for directors is to hold shares with a value equal to five times their annual retainer. The minimum ownership guideline for our CEO is to hold shares with a value equal to five times his base salary. Directors are given five years to meet the ownership guidelines. The Governance and Sustainability Committee reviews the Ownership Guidelines annually and monitors each person’s progress toward, and continued compliance with, the guidelines. Stock sales restrictions may be imposed upon directors if the stock ownership guidelines are not met. All our directors are either in compliance with the guidelines or are newer directors who have time remaining to meet the guidelines.

The following table shows non-employee director compliance with the guidelines as of the Record Date:fiscal 2023 year-end:

EXECUTIVE COMPENSATION AND RELATED INFORMATION

This “say-on-pay” proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers as described in this Proxy Statement. At our fiscalFiscal 2017 Annual Meeting of Shareholders, our shareholders voted to have an annual advisory vote on say-on-pay and in accordance with the results of this vote, the Board of Directors determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives, which is expected to occur at the Fiscal 2023occurring this year and is set forth as Proposal 3.

Please read the “Compensation Discussion and Analysis” section and related compensation tables for information necessary to inform your vote on this proposal.

“Resolved, that shareholders approve, on an advisory basis, the compensation of Micron’s Named Executive Officers, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative executive compensation disclosure contained in this Proxy Statement.”

The say-on-pay vote is required by Section 14A of the Exchange Act (15 U.S.C. 78n-1) and is advisory and therefore not binding on us, the Compensation Committee, or the Board, of Directors.and will not be construed as overruling a decision by our Company or our Board or creating or implying any additional fiduciary duty for our Company or our Board. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our Named Executive Officers that has already been paid or contractually committed, there may not be an opportunity for us to revisit these decisions. However, the Board of Directors and Compensation Committee value the opinions of our shareholders and will consider the results of the say-on-pay vote and any other feedback from shareholders in their evaluation of our compensation program as they believe to be appropriate.

This Compensation Discussion and Analysis presents material information helpful or necessary to understand the objectives and policies of our compensation program for executive officers and the compensation reported in the tables that follow. This discussion focuses on the compensation awarded to, earned by, and paid to the following individuals:

Throughout this discussion and elsewhere in this Proxy Statement, the foregoing individuals are referred to as our “Named Executive Officers.”

Executive Summary

Fiscal 2021 Highlights2023 was a challenging year for the memory and storage industry and resulted in a significant impact to financial performance. Despite this difficult backdrop, the Micron team stayed focused on our strategy, executed well, accomplished several important milestones, and delivered the following financial results.

The following chart shows our one- and three-year relative TSRtotal shareholder return data through the last trading day of fiscal 2023 as compared to the S&P 500 Composite Index, the Philadelphia Semiconductor Index (“SOX”) and the median of our Compensation Peer Group as identified in "Compensation-setting“Compensation-Setting Process and the Determination of Compensation Levels – ”Market Data” Defined"‘Market Data’ Defined” below. Throughout the Executive Compensation and Related Information section of this Proxy Statement, we refer to total shareholder return as “TSR” and relative TSR as “rTSR.”

The information presented above is based on closing prices on or nearest to September 2 for each period presented aboveAugust 31st and represents annualized rates of return reflecting price appreciation plus reinvestment of dividends and the compounding effect of dividends paid, if any, on reinvested dividends.

Our compensation philosophy for executive officers is based on the belief that the interests of our executives should be closely aligned with our long-term performance and sustainable value creation for our shareholders. To support this philosophy, a large portion of each executive officer’s target total direct compensation is “at risk” and linked to the accomplishment of specific financial and operational performance goals that we expect will lead to increased long-term value creation for our shareholders. The key elements of the Fiscal 2020 Advisory Vote oncompensation that applied to our Named Executive CompensationOfficers in fiscal 2023 relative to our pay-for-performance philosophy are summarized below.

We believe that offering a compensation package that is “reasonable” and “competitive” with what our executives could otherwise obtain in the Fiscal 2020 Annual Meetingmarket, and especially from companies within our Compensation Peer Group, enables us to attract, motivate, reward, and retain qualified individuals and to meet our overall objective of Shareholders on January 14, 2021,increasing shareholder value. Our Compensation Peer Group consists of companies that we believe are especially likely to be our competitors for executive talent and is discussed further in our annual advisory vote on executive“Market Data Defined” below. The Compensation Committee determines what would be reasonable and competitive compensation 85%based upon an analysis of the votes cast were votedMarket Data, the recommendations of its compensation consultant, and our historical experience.

The Compensation Committee generally considers the Market Data median to be reasonable. Accordingly, the Market Data median informs the Compensation Committee’s decision-making process, but the Compensation Committee also considers additional factors in supportestablishing each individual’s target compensation levels, including:

We do not require that a particular element comprises a set portion of the target total direct compensation mix. We do believe, however, that a significant portion of the compensation should be variable (such as performance-based incentives and incentives tied to the performance of the Company and its Common Stock) as compared to fixed (such as base salary), and that such variable compensation should align executives’ interests with those of our shareholders. Additionally, although the Compensation Committee reviews total direct compensation (which is the sum of base salary, short-term incentive, and long-term incentive compensation) for each of our Named Executive Officers. Officers, it does not have a fixed objective with respect to such target total direct compensation. The Compensation Committee’s philosophy is to use incentive pay opportunities rather than base salary as a way to ensure we are able to attract and retain top talent.

The Compensation Committee appreciatesplaces a strong emphasis on developing, motivating, retaining, and valuesattracting top talent. Such talent is key to the viewsexecution of our shareholders.business strategy and the growth of our business.

Mr. Mehrotra, our President and Chief Executive Officer, has earned more than 70 patents during his 42 years in the semiconductor industry, several of which were foundational to enabling high-capacity flash memory. In consideringNovember 2023, the resultsSemiconductor Industry Association honored Mr. Mehrotra with the Robert N. Noyce Award, recognizing outstanding achievement and leadership supporting the semiconductor industry. In 2022, Mr. Mehrotra was inducted into the National Academy of Engineering, one of the fiscal 2020 advisory voteprofession’s highest distinctions. He was awarded an honorary degree from Boise State University in 2022 in recognition of his semiconductor industry leadership. In addition, he received the “Spirit of 1868 Volunteer Award” from the University of California, Berkeley in 2021, the Malaysian Order of Loyal Defender of the State medal in 2021, and the 2019 Flash Memory Summit Lifetime Achievement Award for co-founding SanDisk, advancing the architecture that enabled the industry and market for flash memory, and for his leadership of the Company.

Mr. Bhatia, our Executive Vice President of Global Operations, has more than 25 years of engineering and operations leadership experience with a proven track record of driving semiconductor manufacturing excellence with best-in-class supply chain and quality performance. Mr. Bhatia was awarded the Public Service Medal by the government of Singapore in recognition of his collaborative work on behalf of the Company, which enhanced the country’s economic development.