UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SEMTECH CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 15, 201711, 2020

To Our Stockholders:

Notice is hereby given that the 20172020 Annual Meeting of Stockholders of Semtech Corporation (the “Company”) will be held at the Courtyard Marriott, 4994 Verdugo Way,offices of Semtech Corporation, 200 Flynn Road, Camarillo, California 9301293012* on Thursday, June 15, 201711, 2020 at 11:00 a.m., Pacific Time. The purposes of the meeting are to:

The record date for the determination of the stockholders entitled to notice of and to vote at the 20172020 Annual Meeting of Stockholders was the close of business on April 21, 2017.17, 2020. Holders of a majority of the outstanding shares of the Company’s common stock as of the record date must be present in person or by proxy in order for the meeting to be held.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 15, 2017: 11, 2020: Our Proxy Statement is attached. Our financial and other information is contained in our Annual Report to Stockholders for fiscal year 2017.2020. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. You will not receive a printed copy of the proxy materials unless specifically requested. This Proxy Statement and our Annual Report to Stockholders for fiscal year 2017,2020, including ourForm 10-K for the fiscal year ended January 29, 2017,26, 2020, are available athttp://investors.semtech.com/ar2017ar2020 which does not have “cookies” that identify visitors to the site. Our proxy materials can be accessed without requiring the use of a control number. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. In addition, the Notice of Internet Availability of Proxy Materials provides instructions on how stockholders may request to receive proxy materials for future annual meetings in printed or email form.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the 20172020 Annual Meeting of Stockholders, we urge you to vote and submit your proxy by the Internet, telephone or mail using the instructions on the Notice of Internet Availability of Proxy Materials, or your proxy card if you received a paper copy of the proxy materials in order to ensure the presence of a quorum.

Any proxy may be revoked by delivery of a later dated proxy card or submitting another proxy over the Internet or telephone, by delivery of a written notice of revocation to the Secretary of the Company or by attending the Annual Meeting and voting in person.

By Order of the Board of Directors

Charles B. Ammann

Secretary

May 5, 20171, 2020

Camarillo, California

ATTENDING THE 20172020 ANNUAL MEETING OF STOCKHOLDERS

For stockholders of record, the Notice of Internet Availability of Proxy Materials or proxy card is your ticket to the 20172020 Annual Meeting of Stockholders. Please present your ticket together with picture identification when you reach the registration area at the 20172020 Annual Meeting of Stockholders.

For stockholders who hold shares through a brokerage firm, bank or other holder of record, please use a copy of your latest account statement showing your investment in our common shares as of the record date as your admission ticket for the meeting. Please present your account statement together with picture identification to one of our representatives at the 20172020 Annual Meeting of Stockholders. Please note that you cannot vote your shares at the 20172020 Annual Meeting of Stockholders unless you have obtained a legal proxy from your broker, bank or other stockholder of record. A copy of your account statement is not sufficient for this purpose.

Table of Contents

Semtech Corporation20172020 Proxy Statement

SEMTECH CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

June 15, 201711, 2020

PROXY STATEMENT

The Board of Directors (“Board”) of Semtech Corporation (the “Company,” “we,” “us” or “our”), which has its principal executive offices at 200 Flynn Road, Camarillo, California, 93012, furnishes this proxy statement (this “Proxy Statement”) in connection with its solicitation of proxies to be voted at the 20172020 Annual Meeting of Stockholders to be held at the Courtyard Marriott, 4994 Verdugo Way,offices of Semtech Corporation, 200 Flynn Road, Camarillo, California 93012 on Thursday, June 15, 201711, 2020 at 11:00 a.m., Pacific Time, or at any adjournments or postponements thereof (the “Annual Meeting”).

We intend to hold the meeting in person. However, we are actively monitoring the coronavirus(COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by mailing a notice of the applicable change(s) to the meeting to stockholders and filing the notice as Definitive Additional Materials with the Securities and Exchange Commission. We will also issue a press release and post details on the change(s) to the meeting on our website at https://investors.semtech.com.

In the event we hold the meeting solely by means of remote communication, you will need the control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to gain access to, and submit questions during, the Annual Meeting. Please note that if you hold shares through a brokerage firm, bank or other holder of record, you cannot vote your shares at the Annual Meeting unless you have obtained a legal proxy from your broker, bank or other stockholder of record.

We first made this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and proxy card available to stockholders on or about May 5, 2017.1, 2020. The Company’s Annual Report onForm 10-K for fiscal year 20172020 (“Annual Report”), including financial statements for the fiscal year ended January 29, 2017,26, 2020, is being made available to stockholders concurrently with this Proxy Statement. The Annual Report, however, is not part of the proxy solicitation material.

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PROXY STATEMENT

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

We will also consider any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof. See “How will voting on any other business be conducted?” below.

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PROXY STATEMENT

Who are the largest principal stockholders?

See “Beneficial Ownership of Securities” elsewhere in this Proxy Statement for a table setting forth each owner of greater than 5% of the Company’s common stock as of April 21, 2017.17, 2020.

What percentages of stock do the directors and officers own?

Together, theyour directors and officers own about 2.2%1.8% of the Company’s common stock as of April 21, 2017.17, 2020. For information regarding the ownership of our common stock by management,our directors and officers, see the section entitled “Beneficial Ownership of Securities” elsewhere in this Proxy Statement.

What does it mean if I get more than one Notice or set of proxy card?materials?

It means that you hold shares registered in more than one account. You must return all proxiessubmit your proxy or voting instructions for each account for which you have received a Notice or set of proxy materials to ensure that all of your shares are voted.

How do I vote?

Record holders: Stockholders may vote using the Internet, by telephone, in person at the Annual Meeting, or by proxy via the proxy card as instructed on the proxy card if you requested and received printed copies of the proxy materials by mail. If you will be returning your vote by use of the proxy card, indicate your voting preferences on the proxy card, sign and date it, and return it in the prepaid envelope provided with this Proxy Statement. If you return a signed proxy card but do not indicate your voting preferences, the proxies named in your proxy card will vote FOR the election of each of the director nominees (Proposal Number 1), the ratification of the appointment of the independent registered public accounting firm (Proposal Number 2), and the advisory resolution to approve executive compensation (Proposal Number 3), and the approval of our 2017 Long-Term Equity Incentive Plan (Proposal Number 5) on your behalf as recommended by the Board on those proposals; ONE YEAR for the advisory vote on the frequency of future advisory votes on executive compensation (Proposal Number 4); and as the proxy holders may determine in their discretion with respect to any other matters properly presented for vote at the Annual Meeting. You have the right to revoke your proxy any time before the meeting by (1) notifying the Company’s Secretary, or (2) returning alater-dated proxy. proxy card or submitting another proxy using the Internet or by telephone (your latest Internet or telephone voting instructions will be followed). You may also revoke your proxy by voting in person at the Annual Meeting although the presence (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. Instructions for voting by using the Internet or by telephone are set forth in the Notice and/or on the proxy card.

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PROXY STATEMENT

What constitutes a quorum?

As of the Record Date, 65,683,07265,132,030 shares of the Company’s common stock were issued and outstanding. The presence, either in person or by proxy, of the holders of a majority of these outstanding shares is necessary to constitute a quorum for the Annual Meeting. Abstentions and brokernon-votes are counted as present and entitled to vote for purposes of determining a quorum.

How many votes are needed for approval of each item?

Proposal Number 1. Under the Company’s Bylaws, director nominees will be elected by a plurality of the votes cast in person or by proxy. Thus, for Proposal Number 1, the nine nominees who receive the most votes cast, even if less than a majority, will be elected as directors. Stockholders are not entitled to cumulative voting with respect to the election of directors.

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PROXY STATEMENT

How are the votes counted?

A “brokernon-vote” occurs when a bank, broker or other record holder of the Company’s shares does not vote on a proposal because it does not have discretionary voting authority and it has not received instructions from the beneficial owner on how to vote on the proposal. Abstentions and brokernon-votes will not be counted in determining the outcome of the election of directors (Proposal Number 1) since the election of directors is based on the votes actually cast. Withheld votes will be considered for purposes of the Company’s “Majority Withheld Vote” policy discussed below. Abstentions will have the same effect as negative votes on the ratification of the appointment of the independent registered public accounting firm (Proposal Number 2), and the advisory resolution to approve executive compensation (Proposal Number 3) because they represent votes that are present, but not cast. Proposal Number 2 is considered to be a routine matter and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the shares in your account for Proposal Number 2, brokers will be permitted to exercise their discretionary authority to vote for the ratification of the appointment of the independent registered public accounting firm and, therefore, there will be no brokernon-votes for Proposal Number 2. Although brokernon-votes are considered present for quorum purposes, they are not considered entitled to vote, and so will not be counted in determining the outcome of Proposal Number 3.

How will voting on any other business be conducted?

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

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it is voted.

Who will count the vote?

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

Who pays for the cost of this proxy solicitation?

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

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

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

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

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PROXY STATEMENT

How many copies of the Notice, this Proxy Statement and the Annual Report will I receive if I share my mailing address with another security holder?

Unless we have been instructed otherwise, we are delivering only one Notice, and for stockholders of record who have requested and received printed copies of the proxy materials by mail, we are delivering only one Proxy Statement and Annual Report, to multiple security holders sharing the same address. This is commonly referred to as “householding.” We will, however, deliver promptly a separate copy of the Notice, or this Proxy Statement and the Annual Report, as applicable, to a security holder at a shared address to which a single copy of the Notice, or this Proxy Statement and the Annual Report, as applicable, was delivered, on written or oral request. Requests for copies of the Notice, or this Proxy Statement and the Annual Report, as applicable, or requests to cease householding in the future should be directed to Semtech Corporation, Attn: Secretary, 200 Flynn Road, Camarillo, California 93012, telephone(805) 498-2111. If you share an address with another stockholder and wish to receive a single copy of the Notice, or this Proxy Statement and the Annual Report, as applicable, instead of multiple copies, you may direct this request to us at the address or telephone number listed above. Stockholders who hold shares in “street name” may contact their brokerage firm, bank,broker-dealer or other similar organization to request information about householding.

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PROXY STATEMENT

Special Note

Regarding Forward-Looking and Cautionary Statements

This Notice of Annual Meeting of Stockholders and Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, operating results, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as future financial performance, future operational performance, the anticipated impact of specific items on future earnings, and our plans, objectives and expectations. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” “should,” “will,” “designed to,” “projections,” or “business outlook,” or other similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: fluctuationthe uncertainty surrounding the impact and duration of the novel coronavirus(COVID-19) outbreak on global economic conditions and on the Company’s business and results of operations; export restrictions and laws affecting the Company’s trade and investments including with respect to Huawei, and tariffs or the occurrence of trade wars; competitive changes in the Company’s future results;marketplace including, but not limited to, the pace of growth or adoption rates of applicable products or technologies; downturns in the business cycle; reduced demand fordecreased average selling prices of the Company’s products due to global economic conditions; business interruptions;products; the Company’s reliance on a limited number of suppliers and subcontractors for componentcomponents and materials; potentially insufficient liability insurance ifchanges in projected or anticipatedend-user markets; and the Company’s products are foundability to be defective; obsolete inventories as a result of changes in demand and change in life cycles for the Company’s products; the Company may be unsuccessful in developing and selling new products; the Company’s products having to undergo a lengthy and expensive qualification process without any assurance of product sales; the Company’s products failing to meet industry standards; the Company’s inability to protect intellectual property rights; the Company suffering losses ifforecast its products infringe the intellectual property rights of others; the Company’s need to commit resources to product production prior to receipt of purchase commitments; increased business risk from foreign customers; the Company’s foreign currency exposures; potential increased tax liabilities and effective tax rate if the Company needs to repatriate funds held by foreign subsidiaries; export restrictions and laws affecting the Company’s trade and investments; competition against larger, more established entities; increased competitionrates due to industry consolidation; the loss of any one of the Company’s significant customers; volatility of customer demand; termination of a contract by a distributor; government regulationschanging income in higher or lower tax jurisdictions and other standardsfactors that impose operational and reporting requirements;contribute to the Company’s failure to comply with applicable environmental regulations; compliance with conflict minerals regulations; increase in the Company’s cost of doing business

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ELECTION OF DIRECTORS

(Proposal Number 1)

NineOur Board, upon the recommendation of the Nominating and Governance Committee, is proposing nine directors are to be elected at the Annual Meeting, each to serve until the following annual meeting of stockholders and until his or until aher respective successor is elected and qualified. All of the nominees were elected to their present terms of office by the stockholders. There are no arrangements or understandings between any nominee and any other person for selection as a nominee. All of the nominees have consented to be named as nominees, and have indicated their intent to serve if elected. As previously announced, Carmelo J. Santoro had notified the Board on March 11, 2020 that he will not stand forre-election at the Annual Meeting. The Board has voted to reduce its size from ten to nine directors effective immediately before the Annual Meeting. Unless a stockholder directs otherwise in its proxy, card, it is intended that the proxies solicited by management will be voted for the election of the nominees listed in the following table. If any nominee should refuse or be unable to serve, the proxies named in the proxy cardholders will vote the shares for such other person, if any, as shall be designated by the Board or the Board may reduce the number of directors constituting the Board. Our Board currently has no knowledge that any of the nominees will be unable or unwilling to serve.

Private investor from January 2006 to date. Chief Executive Officer and Principal, Hankin & Co., a diversified business advisory and investment banking firm from June 1986 through December 2005. Chairman of the Board of the Kavli Foundation.

Mr. Hankin has spoken on corporate governance issues including at the Duke Capital Markets Director’s Education Institute, UCLA’s Director Certification Program, the University of Maryland Directors’ Institute and various other corporate governance programs.

Qualifications: Mr. Hankin’s qualifications to serve as a member of the Board include his 2831 years of experience as Director of the Company which we believe provides our Board with specific expertise and insight into our business, his experience as a former chairman or a former director of other public and private companies and his advisory and corporate governance expertise.

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ELECTION OF DIRECTORS (Proposal Number 1)

Chief Executive Officer and majority owner of Endural, LLC, a private company and manufacturer of a proprietary line of vacuum formed, high density polyethylene containers, since October 2006 and Chief Executive Officer of predecessors since 1989. Mr. Burra previously served as Chief Financial Officer of Intercole, Inc., a publicmulti-industry industrial products company and as a senior audit manager with Arthur Andersen & Co.

Former director of Earl Scheib, Inc. from 2007 to 2010, a former public company and operator of retail automobile paint and body shops. Former director of Hoover Group, Inc., former parent company of Endural LLC, from 1998 to 2006.

Qualifications: Mr. Burra’s qualifications to serve as a member of the Board include his 2528 years of experience as Director of the Company, his senior executive management experience as a Chief Financial Officer as well as Chief Executive Officer, his experience in public company finance and accounting, and his experience as a director of other public companies.

Retired executive. Acting Chief Executive OfficerPresident, Applications Group of Trident Microsystems,Vonage, a global business cloud communications company, since December 2019. Senior Vice President, Sales of Magic Leap, a private company focused on augmented reality products, from January 2019 until November 2019. President of SAP Americas, Inc., a former public company, Global Partner Operations organization from November 20062014 to October 2007. Trident Microsystems is a semiconductorDecember 2018. Joined SAP in 2008 as President of SAP Latin America and related electronic components manufacturer. Chairman of the Board of Directors of Quickturn Design Systems, Inc., an electronic design automation company, from June 1993 to June 1999.Co-founded ECAD, Inc., now Cadence Design Systems, Inc.,Caribbean and also served as Chief Executive OfficerPresident of SAP Americas in 2013. Held executive positions at Hewlett-Packard Company from 2001 to 2007, and Chairman of its Board of Directors from 1982prior to 1988.

Director of Trident Microsystems, Inc. from 1992 to February 20102001, executive positions at Vesper, Nextel, and Chairman of the Board of Directors of Trident Microsystems, Inc. from November 2006 to November 2009.Hewlett-Packard Brasil Ltda.

Qualifications: Mr. Antle’sCardenuto’s qualifications to serve as a member of the Board include his managementmore than 25 years of extensive and high level experience within the technology companies and his executive experience as a Chief Executive Officer,industry as well as his experience as a director and a Chairman of a formerpublicly-traded semiconductor company which we believe provides our Board with a valuable perspective and understanding of our business.global operations.

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ELECTION OF DIRECTORS (Proposal Number 1)

Chief Executive Officer of Palagon Partners, LLC, a business advisory group, since November 2007. Executive Chairman of Powerwave Technologies, Inc. (“Powerwave”), a leading supplier of antenna systems, base station subsystems and coverage solutions to the wireless communications industry, from February 2005 through November 2007. Chief Executive Officer of Powerwave from February 1996 through February 2005. Previously held executive and financial positions at AST Research, Inc., a personal computer company, AMDAX Corporation, a manufacturer of radio frequency modems, and public accounting firm Arthur Andersen and Co.

Director of Lantronix, Inc., a public company and global supplier of smart M2M connectivity solutions since November 2012. Chairman of the Board of Emulex Corporation, a public company and global provider of advanced storage networking infrastructure solutions from February 2014 until May 2015 and director since May 2000. In May 2015 Emulex was acquired by Avago Technologies.

Qualifications: Mr. Edward’s qualifications to serve as a member of the Board include senior executive management, accounting and financial experience atpublicly-traded technology companies which we believe provides our Board with valuableexecutive-level insights and his experience as a director of other public companies.

Independent board director and CEO advisor to multiple startups since January 2020. Chief Executive Officer and Director of Teridion, a Cloud-based networking company, from October 2017 to December 2019. Senior Vice President and General Manager of Hewlett Packard Enterprise’s Communications Solutions Business from October 2014 to October 2016. Senior Vice President, General Manager and Chief Operating Officer of HP Cloud from November 2012 to October 2014. Previously held executive positions at 3Com, Enfora, Tropos Networks, and Cisco Systems.

Director of Xilinx, a public company and the leading provider of All Programmable FPGAs, SoCs, MPSoCs and 3D ICs since May 2016. Director of SpaceIQ, a private company and provider of smart IWMS/CAFM facility management software from July 2017 to August 2019 (acquired by WeWork).

Qualifications:Mr. Gillai’s qualifications to serve as a member of the Board include his senior executive and board experience in both startups and public companies and his over 25 years of experience in the technology industry.

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ELECTION OF DIRECTORS (Proposal Number 1)

Strategic Advisor, Diversis Capital, LLC, a private equity firm that invests in middle-market companies, since 2013. Chief Operating Officer, Huawei Enterprise USA, Inc., a company that markets IT products and solutions to datacenters and enterprises from 2012 to 2015. Previously, General Manager at Huawei Symantec USA, Inc. from 2010 to 2012. Consultant in 2009 to The Gores Group, a private equity firm focusing on the technology sector. Executive Vice President and General Manager at Fujitsu Compound Semiconductor Inc. and its Joint Venture with Sumitomo Electric Industries, Ltd., Eudyna Devices Inc., from 2004 to 2009. Prior to 2004, held executive and management positions with NeoPhotonics Corporation, Novalux Inc. and Corning Incorporated.

Director of Knowles Corporation since February 2018, a public company and leading supplier of advanced micro-acoustic, audio processing, and precision device solutions. Director of ServicePower since July 2017, a private company that provides mobile workforce management software solutions. Director of Women in Cable TV and Telecommunications from 1998 to 2001, anon-profit organization promoting women’s leadership in Cable TV and Telecommunications industries.

Qualifications: Ms. Li’s qualifications to serve as a member of the Board include her senior executive level experience in a wide range of technology companies from telecommunication components and systems, to semiconductor to IT and datacenters representing a variety of market segments Semtech serves.serves, as well as her experience as a director of private and public companies. Her background and experience also provides the board with invaluable insights into Asian markets, which are important strategic markets for us.

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ELECTION OF DIRECTORS (Proposal Number 1)

President and Chief Executive Officer of the Company since April 2006. He was Executive Vice President and General Manager of Intersil Corporation (“Intersil”), a company that designs and manufactures analog semiconductors, from June 2002 until March 2006, responsible for managing and overseeing the design, development, applications and marketing functions for Intersil’s Analog Signal Processing Business unit. From June 2001 to May 2002, he was Vice President of Marketing, Business Development and Corporate Strategy for Elantec Semiconductor, Inc., a company that designed and manufactured analog integrated circuits before its acquisition by Intersil in May 2002. He was previously employed by Elantec Semiconductor as Vice President of Business Development and Corporate Strategy from January 2001 to June 2001; by Allayer Communications, a communications integrated circuit startup acquired by Broadcom Corporation; and by IBM Microelectronics, Texas Instruments Incorporated,Hewlett-Packard Company and Nortel Communications.

Qualifications: Mr. Maheswaran’s qualifications to serve as a member of the Board include his years of senior executive, management, and development experience at analog semiconductor companies. Mr. Maheswaran’s current position as our President and Chief Executive Officer also brings to the Board knowledge of theday-to-day operations of the Company, which provides invaluable insight to our Board as it reviews the Company’s strategic and financial plans.

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CORPORATE GOVERNANCE

Code of Conduct

The Board has adopted a written Core Values and Code of Conduct (“Code of Conduct”) that applies to our directors and employees of the Company, including our Chief Executive Officer and our Chief Financial Officer. The Code of Conduct, which is the Company’s written “code of conduct” within the meaning of the Nasdaq MarketplaceListing Rules applicable to companies whose stock is listed for trading on the NASDAQNasdaq Stock Market LLC (“NASDAQ”Nasdaq”) and which constitutes the Company’s “code of ethics” within the meaning of Section 406 of theSarbanes-Oxley Act of 2002, expresses the Company’s commitment to the highest standards of ethical business conduct.

Corporate Governance Guidelines

The Board has adopted written Corporate Governance Guidelines that set forth key principles that guide its actions. Some of these principles are discussed below.

Independence

Our Board has determined that all current directors, other than Mr. Maheswaran, are independent under applicable NASDAQNasdaq rules and the Board is comprised of a majority of independent directors. The Board determined that Mr. Maheswaran does not meet the independence standards due to his employment by the Company.

Board Leadership Structure

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board. The Chief Executive Officer and Chairman of the Board are separate positions under the Board’s current leadership structure. The Chief Executive Officer establishes the corporate direction and strategy, and is responsible for theday-to-day leadership of the Company. The Chief Executive Officer is subject to certainBoard-established grants of authority and a Board Review Policy, under which the Board reserves for its action certain material, key strategic, or related matters, and notes matters of Company action on which the Board is to be kept informed. The Chairman of the Board provides guidance to the Chief Executive Officer, presides over the meetings of the stockholders and directors, and guides the Board in fulfilling its obligations. The Chairman of the Board and the Chief Executive Officer hold meetings on a regular basis to discuss both near term and longer range strategic matters. The Chairman of the Board and the Chief Executive Officer collaborate on the preparation of the agenda for each regular Board meeting to set matters to be presented to the Board for its information, attention and action as necessary. Following each meeting of the Board after the independent directors have met in executive session per the Board’s standard practice, the Chairman of the Board meets with the Chief Executive Officer to provide feedback on matters raised during the meeting of the Board, and on matters considered for further action orfollow-up. On behalf of the Board, the Chairman of the Board also providesone-on-one performance feedback to the Chief Executive Officer. The Board feels this structure facilitates efficient management oversight and enables the Board to effectively meet its governance duties.

Majority Voting and Director Resignation

The Company has adopted a majority voting policy for uncontested elections of the Board (elections where the only nominees are those recommended by the Board). In an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election by stockholders present in person or by proxy at the annual or special meeting of the stockholders and entitled to vote in the election of directors, will tender a written offer to resign from the Board within five business days following the certification of the stockholder vote by the inspector of elections.

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CORPORATE GOVERNANCE

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

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CORPORATE GOVERNANCE

Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the Board as appropriate, including when a matter rises to the level of a material or enterprise level risk. After receiving a report from a committee, the Board provides guidance as it deems necessary.

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

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

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

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CORPORATE GOVERNANCE

impact payout results. We are satisfiedbelieve that all compensation programs are structured with appropriate controls, objective measurement variables, review authorities and payment methodologies that, in the aggregate, are designed and administered so that there is not any reasonable likelihood of material adverse risks to the Company arising from or caused by any of our compensation programs. In addition,“claw-back” “claw-back” rights and provisions in applicable executive compensation plans as discussed below in our “Compensation Discussion and Analysis” are additional safeguards that encourage executives to refrain from making risky decisions or taking actions that could harm the Company.

In particular, base salaries are fixed in amount and are, therefore, not susceptible to encouraging unnecessary or excessive risk taking. Although theperformance-based,short-term annual cash incentives focus on achievement ofshort-term individual performance andbusiness-related goals, which could encourage taking ofshort-term risks at the expense oflong-term goals, this element of compensation is offset and balanced by the Company’s use oflong-term,multi-year incentive programs that are designed to align our executives’ interests with those of the Company’s stockholders. We believe thatlong-term,multi-year incentive programs do not encourage unnecessary or excessive risk taking because the ultimate value of these programs is tied to the value of the Company’s stock and the grant dates and vesting dates are staggered over multiple years to ensure that executives have a significant stake in thelong-term performance of the Company’s stock.

Evaluation of Chief Executive Officer Performance

In concert with our Compensation Committee in accordance with that Committee’s charter, the Board of Directors oversees and evaluates the performance of the Chief Executive Officer on an ongoing basis, including a formal annual performance review. Such evaluation includes regular assessment of his performance against goals and objectives established in connection with his compensation programs, as well as his overall performance in leading and managing the Company.

Annual Board Evaluation

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Governance Committee, the Nominating and Governance Committee at least annually reviews, discusses and assesses

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CORPORATE GOVERNANCE

attend the annual meetings of stockholders unless important personal reasons prohibit it. AllEach of ourthe then incumbent directors except for Glen M. Antle, attended last year’s Annual Meeting, held in June 2016.

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CORPORATE GOVERNANCE

The Audit Committee’s responsibilities are set forth in a written charter and include assisting the Board in overseeing the:

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CORPORATE GOVERNANCE

The Compensation Committee has the authority and resources appropriate to discharge its duties and responsibilities, including the authority to select, engage and terminate independent counsel, consultants and other advisors as it deems necessary to carry out its duties without seeking approval of the Board or management. The Compensation Committee may also delegate to subcommittees such authority as it deems appropriate. The Compensation Committee has no current intention to delegate any of its authority to any other committee or subcommittee. Our executive officers, including the Named Executive Officers (as defined in the “Compensation Discussion and Analysis” below), do not have any role in determining the form or amount of compensation paid to our executives. However, our Chief Executive Officer does make recommendations to the Compensation Committee with respect to compensation paid to the other executive officers.

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TRANSACTIONS WITH RELATED PARTIES

We have adopted a written Related-Person Transaction Policy, approved by the Audit Committee and the Board, which provides guidelines for the disclosure, review, ratification and approval of transactions with our directors, executive officers, 5% stockholders and their immediate family members in which the amount involved exceeds or reasonably can be expected to exceed $120,000. The policy supplements our other policies or procedures that may be applicable to a transaction, including our Code of Conduct. Under the Code of Conduct, all directors and employees are expected to avoid actual or apparent conflicts between personal interests and interests of the Company. The policy is administered by the Audit Committee and related-person transactions must be terminated unless approved or ratified by the Audit Committee in accordance with the terms of the policy. In making its determination, the Audit Committee is to take into account all relevant factors and material facts it deems significant including:

Since January 28, 2019, there has not been nor is there currently proposed any transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds $120,000 and in which any of our directors, executive officers, persons who we know hold more than 5% of our common stock, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest other than compensation agreements and other arrangements, which are described elsewhere in this Proxy Statement.

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CONTACTING THE BOARD OF DIRECTORS

General Business Matters

Our Annual Meeting provides an opportunity for stockholders to speak directly with the Board regarding appropriate matters. Stockholders also may communicate with the Board, or any committee or director, about Company business by writing to such party in care of the Company’s Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California, 93012. Stockholders are encouraged to include evidence of their holdings with their communications. The Company’s Secretary will forward communications as applicable to the Chairman of the Board, the applicable committee chair, or individual named director if a communication is directed to an individual director. Any communication deemed to involve an accounting matter will be sent to the Chair of the Audit Committee. The foregoing process is in accordance with the process adopted by a majority of the independent members of the Board, which includes procedures for collecting, organizing and otherwise handling such communications. Advertisements, solicitations or hostile communications will not be presented.

Accounting Matters

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

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DIRECTOR NOMINATIONS

Criteria and Diversity for Board Membership

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

Key qualifications include:

Evaluation of Nominees

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

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DIRECTOR NOMINATIONS

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

The Nominating and Governance Committee will consider recommendations for director nominations submitted by stockholders. Submissions for the 20182021 Annual Meeting of Stockholders (the “2018“2021 Annual Meeting”) must be received no later than March 17, 2018;13, 2021; must otherwise be made in accordance with our Director Nominations Policy;Policy, and must include allcontain the following information as specified in that Policy. the policy:

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DIRECTOR NOMINATIONS

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

Direct Nomination of a Director Candidate

Under the Company’s Bylaws, director nominations will be considered untimely and ineligible to come properly before the Company’s 20182021 Annual Meeting if notice of such nomination is not received by the Company by March 17, 2018.13, 2021. A stockholder making a director nomination must be a stockholder of record on the date the required notice is given to the Company and on the record date for the meeting. The required notice must be submitted in writing to the Company’s Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012 and must contain the following information:

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STOCKHOLDER PROPOSALS

Stockholder Proposals to be included in Next Year’s Proxy Statement

The Company must receive stockholder proposals for the 20182021 Annual Meeting no later than January 5, 20181, 2021 in order to be considered for inclusion in the Company’s proxy materials. Stockholder proposals must be submitted in writing to the Company’s Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012. Any proposal must comply with the requirements of Rule14a-8 under the Exchange Act as to form and substance established by the SEC for such proposal to be included in the Company’s proxy statement. If we change the date of the 20182021 Annual Meeting by more than 30 days from the anniversary of this year’s meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 20182021 Annual Meeting.

Other Stockholder Proposals for Presentation at Next Year’s Annual Meeting

Under the Company’s Bylaws, proposals by stockholders submitted outside the process ofRule 14a-8 under the Exchange Act which are not intended to be included in next year’s Proxy Statement, will be considered untimely and ineligible to come properly before the Company’s 20182021 Annual Meeting if notice of such proposal is not received by the Company by March 17, 2018.13, 2021. However, in the event that the annual meeting is called for a date that is more than thirty (30) days before or after the anniversary of the prior year’s annual meeting, notice by a stockholder to be timely must be received not later than the close of business on the tenth (10^th) day following the earlier of (1) the day on which notice of the meeting was mailed or (2) the day on which the Company publicly announces the date of such meeting. The proposal must be a proper matter for stockholder action under Delaware law and the stockholder bringing the proposal must be a stockholder of record on the date the required notice of the proposal is given to the Company and on the record date for the meeting. The required notice must be submitted in writing to the Company’s Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012 and must contain the information set forth in section (b) of “Direct Nomination of a Director Candidate” above.

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DIRECTOR COMPENSATION

DIRECTOR COMPENSATION POLICY

Non-Employee Directors receive a cash retainer and equity-based compensation for their services on the Board, their committee service, and their role as Chair of the Board or any committee. OurNon-Employee Directors also receiveequity-based compensation.

Cash Retainer Fees

During fiscal year 2017,2020, the cash retainer fees payable toNon-Employee Directors were as follows:

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

Equity Award Grants

The equity awards made toNon-Employee Directors in fiscal year 20172020 were made from the 20132017 Long-Term Equity Incentive Plan (the “2013“2017 Plan”).Non-Employee Directors receive equity awards on the following terms:

Annual Stock Unit Awards. On each July 1, eachnon-employee director then in office will automatically be granted two awards of restricted stock units. The first award (the “AnnualNon-Deferred RSU Award”) will be for a number of restricted stock units determined by dividing $60,000$70,000 by theper-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day), rounded down to the nearest whole unit. Each AnnualNon-Deferred RSU Award will vest in full on the earlier of (1) theone-year anniversary of the date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year of grant of the award, subject to thenon-employee director’s continued service to the Company through such vesting date. To the extent then vested, restricted stock units subject to an AnnualNon-Deferred RSU Award will be paid in an equal number of shares of the Company’s common stock as soon as practicable following (and in all events within two andone-half months after) the earlier to occur of (1) theone-year anniversary of the date of grant, or (2) thenon-employee director’s separation from service on the Board.

The second award of restricted stock units (the “Annual Deferred RSU Award”) will be for a number of restricted stock units determined by dividing $70,000$80,000 by theper-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of the grant is not a trading day), rounded down to the nearest whole unit. Each

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Each Annual Deferred RSU Award will vest in full on the earlier of (1) theone-year anniversary of the date of grant and (2) the date immediately preceding the date of the annual meeting of the Company’s stockholders for the year following the year of grant of the award, subject to thenon-employee director’s continued service to the Company through such vesting date. To the extent then vested, restricted stock units subject to an Annual Deferred RSU Award will be paid in cash as soon as practicable following (and in all events within two andone-half months after) thenon-employee director’s separation from service on the Board.

Outstanding and unvested AnnualNon-Deferred RSU Awards and Annual Deferred RSU Awards will accelerate and vest (1) in full upon a change in control of the Company or should thenon-employee director’s service with the Company terminate due to the director’s death or disability, or (2) as to apro-rata portion of the AnnualNon-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, should thenon-employee director’s service with the Company terminate due to any reason other than the director’s death or disability, with suchpro-rata portion determined by multiplying (a) the total number of sharesrestricted stock units subject to the option grantAnnualNon-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, by (b) a fraction (not greater than one), the numerator of which is the number of whole weeks betweencalendar days in the period beginning with the applicable grant date of the award through and including the date of the director’s termination of services, and the applicable grant of the award, and the denominator of which is two hundred eight (208), and subtracting the number of sharescalendar days in the period beginning with the applicable grant date of the award through and including the first July 1 that occurs after the applicable grant date of the award. Any restricted stock units subject to the optionsAnnualNon-Deferred RSU Award or the Annual Deferred RSU Award, as applicable, that were theretofore vested. The foregoing provisions are not vested on the date of thenon-employee director’s termination of service with the Company (after giving effect to any accelerated vesting as described above) will be forfeited upon thenon-employee director’s termination of service as a director for any reason.

Non-employee directors are entitled to receive dividend equivalents with respect to outstanding and unpaid restricted stock units subject to AnnualNon-Deferred RSU Awards and Annual Deferred RSU Awards. Dividend equivalents, if any, are paid in the caseform of an Initial Stock Option Award,a credit of additional restricted stock units that are subject to the termssame vesting, payment and conditionsother provisions as the underlying restricted stock units.

Initial Equity Awards. Eachnon-employee director who is initially elected or appointed to the Board (and who was not an employee of the applicableCompany or one of its subsidiaries immediately prior to joining the Board) will receive an initialnon-deferred restricted stock unit award (“InitialNon-Deferred RSU Award”) and an initial deferred restricted stock unit award (“Initial Deferred RSU Award”). However, if such anon-employee director is initially elected or appointed to the Board on a July 1, thenon-employee director will not receive an InitialNon-Deferred RSU Award Agreement.or an Initial Deferred RSU Award as thenon-employee director would be entitled to an AnnualNon-Deferred RSU Award and an Annual Deferred RSU Award by virtue of being in office on such July 1.

InitialNon-Deferred RSU Awards and Initial Deferred RSU Awards will have the same terms and conditions as the AnnualNon-Deferred RSU Awards and Annual Deferred RSU Awards, respectively, last granted by the Company prior to the date that the newnon-employee director is elected or appointed to the Board, except that the number of restricted stock units subject to each such initial award will be determined by dividing the applicable dollar amount set forth above for the applicable annual award by theper-share closing price (in regular trading) of the Company’s common stock on the Nasdaq Stock Market on the grant date (or as of the last trading day preceding such date if the date of grant is not a trading day) of such initial award, multiplying that number of units by the Initial Fraction (as defined below), and rounding the number of units so produced down to the nearest whole unit. For clarity, the vesting dates of each such InitialNon-Deferred RSU Award and Initial Deferred RSU Award will also correspond with the vesting dates applicable to the AnnualNon-Deferred RSU Awards and Annual Deferred RSU Awards last granted by the Company prior to the date that the newnon-employee director is elected or appointed to the Board. The Initial Fraction is the fraction (not greater than one) determined by dividing (1) the number of days in the period beginning with the date that thenon-employee director is elected or appointed to the Board through

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DIRECTOR COMPENSATION

and including the June 30 that coincides with or next follows that date, by (2) the number of calendar days in the calendar year that includes such June 30 (either 365 or 366).

DIRECTOR COMPENSATION – FISCAL YEAR 20172020

The following table presents information regarding the compensation of individuals who wereNon-Employee Directors during fiscal year 20172020 for their services during that year. The compensation paid to Mr. Maheswaran, who is our current Chief Executive Officer, is presented below under “Executive Compensation,” including in the Summary Compensation Table and the related explanatory tables. Mr. Maheswaran is our only employee director and does not receive any additional compensation for his services as a director.

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BENEFICIAL OWNERSHIP OF SECURITIES

The table below indicates the number of shares of the Company’s common stock beneficially owned as of April 21, 2017,17, 2020, the record date for the Annual Meeting, by each person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of our common stock, each of our directors, each of our NEOs (as defined herein) and all directors and executive officers as a group. Unless otherwise noted, all information regarding stockholders who are not directors or officers of the Company is based on the Company’s review of information filed with the SEC on Schedule 13D or 13G, which information is as of December 31, 2016,2019, unless otherwise noted below. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated below, to the Company’s knowledge, all persons listed have sole voting and investment power with respect to their shares.

Unless otherwise noted below, the address of each beneficial owner listed in the table is in care of Semtech Corporation, 200 Flynn Road, Camarillo, California 93012.

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EXECUTIVE OFFICERS

Mr. Maheswaran joined the Company in April 2006 as President and Chief Executive Officer. He was Executive Vice President and General Manager of Intersil Corporation (“Intersil”), a company that designs and manufactures analog semiconductors, from June 2002 until March 2006, responsible for managing and overseeing the design, development, applications and marketing functions for Intersil’s Analog Signal Processing Business unit. From June 2001 to May 2002, he was Vice President of Marketing, Business Development and Corporate Strategy for Elantec Semiconductor, Inc., a company that designed and manufactured analog integrated circuits before its acquisition by Intersil in May 2002. He was Vice President of Business Development and Corporate Strategy of Elantec Semiconductor from January 2001 to June 2001. Mr. Maheswaran has also been employed by Allayer Communications, a communications integrated circuit startup company acquired by Broadcom Corporation; IBM Microelectronics; Texas Instruments Incorporated;Hewlett-Packard Company and Nortel Communications.

Mr. Chukwu has been our Executive Vice President and Chief Financial Officer since February 2014. Prior to his promotion, he was Senior Vice President and Chief Financial Officer since August 2011. He previously served as the Company’s Vice President and Chief Financial Officer from November 2006. He previously had been employed in various financial positions at Intersil Corporation, a company that designs and manufactures analog semiconductors, since 2002. His most recent position at Intersil was Vice President, Finance, in which capacity he served since February 2006 with responsibility for all financial management affairs of the corporation’s business units and worldwide operations. He served as the Controller of Intersil’s Analog Signal Processing Group and Worldwide Operations from May 2002 through January 2006, responsible for financial planning, budget management, and related financial oversight functions. From July 1997 through April 2002, he was the Corporate Controller of Elantec Semiconductor, Inc., a manufacturer of analog integrated circuits that was acquired by Intersil in 2002.

Mr. Ammann joined the Company in January 2014 as Executive Vice President, General Counsel and Secretary. Prior to joining the Company, Mr. Ammann served as the Executive Vice President, General Counsel and Secretary ofpublicly-traded United Online, Inc. where he had been since August 2006. Before working for United Online, Mr. Ammann served as the Senior Vice President, General Counsel and Secretary ofpublicly-traded TV Guide, Inc. from 1999 until its acquisition by Gemstar International Group Limited, at which time Mr. Ammann’s responsibilities expanded as Senior Vice President and Deputy General Counsel of the combinedGemstar-TV Guide International entity. From 1996 to 1999, Mr. Ammann served as the Senior Vice President, General Counsel and Secretary, and oversaw the administrative operations, ofpublicly-traded United Video Satellite Group, Inc. From 1990 to 1996, Mr. Ammann held the position of Vice President of Administration and General Counsel of Flint Industries, Inc., aprivately-owned conglomerate based in Tulsa, Oklahoma. Upon graduating from law school, Mr. Ammann was an attorney at the law firm Gable & Gotwals, from 1980 to 1990, and was a partner for his last five years with that firm.

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EXECUTIVE OFFICERS

Mr. Beauchamp has been our Executive Vice President and General Manager, Signal Integrity Products Group since February 2014. Prior to his promotion, he was Senior Vice President and General Manager, Signal Integrity Products Group. Mr. Beauchamp was appointed Senior Vice President and General Manager of the Gennum Products Group in March 2012, following Semtech’s acquisition of Gennum Corporation and held that title until December 2013. Mr. Beauchamp’s group provideshigh-performance analog solutions to the video broadcast, video surveillance,data communications and data communicationsvideo markets. Prior to his role at Semtech, Mr. Beauchamp was Senior Vice President and General Manager, Mixed Signal and Optical Products, for Gennum Corporation, which he joined in 2000. Between 1990 and 2000, Mr. Beauchamp held several management positions at COM DEV International.

Mr. Brown was promoted toChang joined the Company in December 2017 as Senior Vice President, Corporate Marketing and General Manager ofBusiness Development and became Senior Vice President, Corporate Marketing and Sales, Asia Pacific effective March 3, 2020. He oversees strategic growth initiatives for the Power and High-Reliability Products Group in September 2015.Company, including China operations. Prior to his promotion,joining Semtech, Mr. Chang was Chief Executive Officer at Alien Technology LLC, a global leader in RFID Technology, a position he washeld since 2014. Prior to Alien Technology, Mr. Chang served as Corporate Vice President at Marvell Semiconductor between 2011 and General Manager of the High-Reliability Products Group since July 2014. Mr. Brown was Vice President, Test & Product Engineering from November 2009 to July 2014,Chang has also held key executive positions in sales and prior to that, held variousfinance functions at other management positions within the Power Managementprominent high technology companies including AMD, Silicon Graphics, and Communications Products Groups. Mr. Brown joined Semtech in 2000 and was part of the Communications Products Group located in the United Kingdom. After four years, he joined the Power Products Group and relocated to Semtech’s headquarters office in Camarillo, California. Prior to Semtech, Mr. Brown worked for Credence Corporation and Philips Semiconductors.Eastman Kodak.

Mr. Costello has been our Vice President and General Manager of the Protection Products Group since March 2015. He held the position of Vice President of Engineering for Protection Products from June 2013. Prior to this appointment, he held the position of Director of Product Development. He joined the Company in 1996 and held several engineering and operations positions including Plant Manager for the Semtech Corpus Christi wafer fabrication plant and Operations Manager during the transition to fabless manufacturing. Prior to joining the Company, he developed advanced materials for optical and electronic applications atGEC-Marconi’s research laboratories in Caswell, England.

Ms. Faltemier has been our Senior Vice President, Human Resources since February 2014. Ms. Faltemier joined the Company in January 2013 and was appointed Vice President, Human Resources. Prior to Semtech, she served as Senior Vice President, Human Resources for DTS, Inc., a consumer electronics licensing company from 2006 to 2012. Prior to DTS she was Sr. Vice President, Human Resources for Capstone Turbine Corporation from 2003 to 2006. Her more than 30 years of experience in the human resources field and business operations includes positions with Tyco International Ltd., Proctor & Gamble Corporation, Northrop Grumman Corporation and Boeing Company.

Mr. Kim became Senior Vice President of Worldwide Sales in November 2009. Mr. Kim was appointed Vice President of Worldwide Sales and Marketing in February 2007, after serving as Vice President of Global Handset Sales since March 2004. He was Director of Sales and Marketing for Korea and Japan from April 2000 to March 2004. He was Marketing Manager from May 1997 to April 2000. He has also held various engineering positions since beginning his employment with the Company in 1986.

Mr. Pegulu has been ourFulton is Vice President and General Manager of theour Wireless and Sensing Products Group since June 2015. He held the position of Vice President of Wireless and Sensing Products from June 2014. Prior to this appointment, he held the position of Director of Marketing and Applications.Group. Mr. PeguluFulton joined the Company in March 2006January 2018 as Vice President, IoT Product Management and Marketing and was involvedpromoted to his current position in several key technology initiatives, including LoRa Wireless and Software Defined Modem technologies.December 2018. Prior to joining the Company, he was employed from 2016 to 2018 at Hitachi as Head of IoT Product Management and Technology. Prior to Hitachi, he held a variety of leadership positions at Microsoft Corporation since 2009. He has also previously served in chipsvarious positions at Deloitte Consulting and systems developmentO₂PLC.

Mr. Rodensky was promoted to Vice President, Sales – Americas and EMEA effective March 3, 2020. He was previously Vice President of Sales – Americas since joining the Company in 2006. Mr. Rodensky brings over 25 years of experience in executive-level semiconductor sales and marketing management to his role at Thomson CSF, Thales, ATMEL,Semtech. Before joining Semtech, he was Vice President of Worldwide Sales at Vitesse Semiconductor. Mr. Rodensky has held executive-level global sales roles at several public and DibCom in Franceprivate semiconductor companies, including Maker Communications, SolarFlare Communications, and China.Telephotonics, as well as senior sales management positions at Philips, Advanced Micro Devices, and Conexant Systems.

Mr. Silberstein isbecame Executive Vice President, Worldwide Operations and Information Technology in March 2019. Mr. Silberstein was Senior Vice President, Worldwide Operations and Information Technology.Technology

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EXECUTIVE OFFICERS

from November 2016 to March 2019. His role was expanded in November 2016 to include the area of Information Technology. Mr. Silberstein was promoted to Senior Vice President, Worldwide Operations in February 2013. He became Vice President, Worldwide Operations in March 2011. Prior to that, Mr. Silberstein was Vice President, Operations, a position he held

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COMPENSATION DISCUSSION AND ANALYSIS

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensatedhighly-compensated executive officers for services rendered during fiscal year 2017.2020. These individuals are listed in the table below and are referred to as our “Named Executive Officers,” or “NEOs,” in this Proxy Statement.

FISCAL YEAR 2017 PERFORMANCE2020 BUSINESS HIGHLIGHTS

The Company’s board of directors and the management team enteredOur fiscal year 2017 with high expectations that several favorable trends in existing2020 was significantly impacted by an unexpectedly challenging macro environment led by geopolitical actions by the U.S. government, including China tariffs and new growth markets along with a modest recovery by one ofban on certain product sales to Huawei, a material customer for us. As a result, our larger customers would contribute to fiscal year 2017 returning to strong financial performance and increased total shareholder return (“TSR”). Consequently,during the Company’s annualyear fell short of the challenging goals we set in our operating plan for fiscal year 2017, which formedat the basis forbeginning of the Company’s fiscal year 2017 annual incentive plan as described below, reflected a significant increase in bothyear. Specifically, net revenues andnon-GAAP operating income (as defined below) over fiscal year 2016 levels. Actual net revenuesales andnon-GAAP operating income performance however, exceeded that aggressive plan. In addition, the Company saw a significant increase in its stock price and TSR duringfor fiscal year 2017.2020 were 21.8% and 43.2% below our operating plan, respectively.

InWe do not believe our fiscal year 2017, favorable infrastructure spending trends led by hyper-scale datacenter build outs and2020 financial performance is indicative of any underlying changes in our leadership position in our key markets, including the emergence of the fast growing Internet of Things (“IoT”) market delivered strong demand momentum throughout(IoT), 100 Gbps and emerging 200/400 Gbps Optical connectivity in the year. In addition, the smartphone segment in Asia, including Chinadatacenter, and Korea, contributed to a stronger year for the Company’shigh-end consumer business. All four of our product groups – Signal Integrity, Wireless and Sensing, Protection, and Power and High-Reliability — saw increases in net sales inmobile devices. During fiscal year 2017. During the fiscal year,2020, the Company remained focused on expanding its role as a leading provider of disruptive solutions that enable our core businesses while divesting nonstrategic assets including our former Snowbush IP business and our timing synchronization business. At the same time, the Company continuedcustomers to invest in disruptive analog/mixed signal platforms in selected target markets. Focused investments included ongoing investment in; a) signal integritydeliver platforms that support upwill contribute to 100 Gbpsa more sustainable future. As a result, we expect these products and emerging 400 Gbps applications targeted atmarkets to grow strongly over the next several years led by the global adoption of the Company’s LoRa^® devices and wireless radio frequency (“RF”) technology as the de facto standard for low power wide-area networks (“LPWAN”) used to build a smarter planet. The Company’s portfolio of high speed optical connectivity solutions deliver greater bandwidth and higher performance using less power to our cloud and hyper-scale datacenter customers, as well as those infrastructure customers building out the higher speed 5G and 10Gbps passive optical networking (“PON”) applications, b) wireless and sensing platforms targeted at IoT andPON networks. In addition, the Company’s proximity sensing applications, c) wireless charging platforms targeted at industrialsolutions protect mobile device users from dangerous RF signals and wearable applications, and d)high-end protection platforms enable the greater adoption of OLED by smartphone makers.

During our fiscal year 2020, we also continued our strategy of making smaller, targeted athigh-end consumer applications and a broad range of industrial and communications applications. The Company also executedinvestments focused mainly on a number of strategic minority investments which we believe will help position the Company for future growth in its target market segments. Specifically, several strategic minority investments werepositions made in support of the Company’s LoRa^® wireless RF technology which saw net revenue nearly double ecosystem as well as on broad-based applications targeting key industrial and communications applications. In addition to these strategic business investments, we continued taking actions to secure the consistent and long-term supply of products and resources from our vendors and suppliers. These investments included both capital equipment purchases and wafer supply agreements intended to support our expectations of future growth.

Despite the challenges the Company faced in fiscal year 2016. Membership in2020, many of which were beyond the LoRa Alliance™ more than doubled from the end of fiscal year 2016 and now exceeds 450 members worldwide, and LoRaWAN network trials were announced or in the process of deployment during fiscal year 2017 in more than 50 countries.

With continuing momentum coming off fiscal year 2017 from our product groups in several of the industry’s faster growing markets including IoT, hyper-scale datacenters and mobile devices,Company’s control, the Board believesof Directors and management team believe that the Company isCompany’s strategy and the secular growth engines expected to drive long-term growth remain solidly intact.

FISCAL YEAR 2020 CHIEF EXECUTIVE OFFICER COMPENSATION

In March 2019, our Compensation Committee approved a unique equity compensation program for our Chief Executive Officer in recognition of his exceptional contributions to our success as well positioned for a successful fiscal year 2018 and increased shareholder value.as the critical

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role he will play in executing the next phase of our strategic plan. As described in more detail below, the program is heavily weighted to performance-based equity and represents Mr. Maheswaran’s long-term incentive opportunity for fiscal years 2020-2023. The grant is comprised of a mix of time-vesting restricted stock units (“RSUs”) as well as shares that are eligible to vest based upon stock price appreciation (“Absolute Stock Price PSUs”) and our total shareholder return (“TSR”) relative to the SPDR S&P Semiconductor ETF index (“Relative TSR PSUs”).

A primary objective of the program is to provide a framework that increases Mr. Maheswaran’s compensation opportunity in scenarios where LoRa is as successful as the Board of Directors believes is possible. At the same time, the program also puts a much greater percentage of compensation at risk but includes a portion of time-vesting RSUs to maintain a threshold level of retention value.

Mr. Maheswaran’s fiscal year 2020 equity grant consisted of three equity vehicles (as described in the chart below). Taken together, the target value of the equity granted was weighted 85% to performance-based equity with rigorous performance goals (based on the grant date value of the target number of shares subject to the awards). The grant represents annualized target total compensation within the market range of compensation awarded to CEOs of companies in our compensation peer group.

Summary of Fiscal Year 2020 CEO Equity Grant

The Compensation Committee determined the magnitude of Mr. Maheswaran’s fiscal year 2020 equity grant taking into consideration the annualized value of the award over a four-year time period. In determining the size of theup-front grant, the Compensation Committee also considered the fact that there is no upside vesting for the Absolute Stock Price PSUs described below (i.e., the maximum vesting level is 100% of the number of units subject to the award), and the significant risk of forfeiture of the Absolute Stock Price PSUs presented by the significant stockholder value that must be created in order for the award to vest.

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SUMMARY OF FISCAL YEAR 2017 NAMED EXECUTIVE OFFICER COMPENSATION

OurApproval of the CEO’s fiscal year 2017 compensation policies and payouts reflect our overarching philosophy ofpay-for-performance. Among the more significant aspects and results2020 equity grant followed extensive discussions among members of our Compensation Committee and Board of Directors. During the process of finalizing and approving the program, the Compensation Committee considered that the Company’s market capitalization had increased by approximately $2.5 billion during an approximately10-year time period. Roughly half of that occurred during the last three years with the emergence of the Company’s LoRa technology and because of other strategic initiatives driven by our CEO. In particular, the decision to pursue the LoRa technology was a direct result of Mr. Maheswaran’s vision and the Compensation Committee and Board of Directors believe that ensuring Mr. Maheswaran’s ongoing leadership will be the most critical factor in determining LoRa’s ultimate success. The Compensation Committee also considered that Mr. Maheswaran would have other meaningful opportunities available to him and determined to act proactively to help ensure his retention and alignment with stockholders’ long-term interests.

As part of the Compensation Committee’s consideration of making anup-front, long-term stock grant to Mr. Maheswaran, we also reached out to 21 stockholders who together own more than 60% of our common stock and our Compensation Committee Chair had calls with 10 stockholders who together own approximately 30% of our common stock. The objectives of these meetings included soliciting stockholders’ views on executive programscompensation structures that includedup-front equity award grants with significant performance-based components. The general feedback received during these meetings was that stockholders would want to consider the specific terms of anup-front grant, but there was general support for our NEOsanup-front grant that placed a significant portion of long-term compensation opportunities “at risk” and contingent on creating meaningful stockholder value. Taking this outreach into account, along with other analyses it considered, the Compensation Committee, with respect to the Absolute Stock Price PSUs described above, increased the amount of stockholder value that would need to be created in order for the award to vest from the range of values it had otherwise been considering. Accordingly, the Compensation Committee determined to award Mr. Maheswaran anup-front, long-term stock grant, significantly weighted to performance-based vesting. The Compensation Committee intends that the award represents Mr. Maheswaran’s entire long-term equity incentive award opportunity for fiscal years 2020-2023, and does not intend to grant an additional equity award to Mr. Maheswaran before fiscal year 2017 are2024.

Taking all of the following, eachfactors noted above into account, the Compensation Committee believes that theup-front grant is reasonable and in the best interests of our stockholders.

Mr. Maheswaran was also eligible to earn an annual bonus under the CEO Bonus Plan, which is discussed in more detail below in this Compensation Discussion and Analysis (“CD&A”):was determined based on four factors:

The Compensation Committee has maintained a mix of absolute and relative financial performance and individual performance measurement in the CEO Bonus Plan to ensure that Mr.  Maheswaran’s performance is evaluated broadly in the context of both short- and long-term compensation for our NEOs, their total compensation reported in the Summary Compensation Table is not equal to the compensationobjectives that they realized during each fiscal year. In fiscal 2017, despite our strong operating performance and improved financial results, performance share awards tied to our performance from fiscal 2015 through fiscal 2017 were forfeited with no payment due to our failure to achieve threshold levels of revenue and operating income. In addition, stock options that vested during the year were underwater as of their respective vesting dates. As a result, the 2017 compensation actually “realized” by our NEOs (calculated as discussed under “Realized Compensation” below) was significantly less than the 2017 total compensation reported in the Summary Compensation Table. Please see the discussion under “Realized Compensation” below.

COMPENSATION DISCUSSION AND ANALYSIS

the Realized Compensation Table and the Summary Compensation Table is the method used to value stock options and stock awards. Securities and Exchange Commission (“SEC”)SEC rules require that the grant date fair value of all stock options and stock awards be reported in the Summary Compensation Table for the year in which they were granted. As a result, a significant portion of the total compensation amounts reported in the Summary Compensation Table relates to stock options and stock awards that have not vested, a substantial portion of which are subject toperformance-based vesting requirements in addition totime-based vesting requirements, and for which the value is therefore uncertain (and which may end up having no value at all, such as with our performance-based restricted stock unit awards granted in fiscal years 2013, 2014 and 2015 for the three-year performance periods ending in fiscal years 2015, 2016 and 2017, respectively, which were forfeited in their entirety)all). In contrast,

The “Fiscal Year 2020 Annualized Target” column of the Realized Compensation Table below includes only those stock optionsshows Mr. Maheswaran’s actual base salary and stock awards held by the NEOs that vested duringtarget annual cash incentive for fiscal year 2017 (including those2020, as well asone-quarter of the grant date value of his equity awards granted in prior years) and showsfiscal year 2020.One-quarter of the grant date value of thoseMr. Maheswaran’s equity awards asgranted in fiscal year 2020 is shown because the Compensation Committee intends that the fiscal year 2020 awards represent Mr. Maheswaran’s entire long-term equity incentive award opportunity for fiscal years 2020-2023. The Compensation Committee does not intend to grant an additional equity award to Mr. Maheswaran before fiscal year 2024.

The “Realized Compensation” column of the applicable vesting date. As shown in the Realized Compensation Table below our CEO’s total realized compensation calculated in this manner was $3,410,734shows Mr. Maheswaran’s actual base salary and annual cash incentive award for fiscal year 2017, which is $1,415,750less than2020, as well as the value (as of the applicable vesting date) of his equity awards that actually vested during fiscal year 20172020.

As shown below, Mr. Maheswaran’s realized compensation (calculated as noted above) during fiscal year 2020 was 36%less than the annualized target value of his compensation and 81%less than his total compensation as calculated for purposes ofreported in the Summary Compensation Table. The Compensation Committee believes that this outcome is indicative of the strongpay-for-performance profile of the compensation strategy applicable to our CEO. In particular, the performance-based equity grants awarded to Mr. Maheswaran in the beginning of our fiscal year have generated no realized compensation valueto-date but continue to provide a significant long-term incentive opportunity and support retention with a meaningful balance of unvested value.

REALIZED COMPENSATION TABLE — FISCAL YEAR 2020

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FISCAL YEAR 2020 NAMED EXECUTIVE OFFICER (OTHER THAN CEO) COMPENSATION

The structure of compensation awarded to our Named Executive Officers, other than our CEO, in fiscal year 2020 was consistent with the approach in fiscal year 2019. In addition to base salary, there were three components of the short- and long-term incentive opportunity awarded to our other Named Executive Officers.

For fiscal year 2020, our NEOs (other than our CEO) earned annual cash incentive payouts between 75% and 77.5% of their target incentive for the year based solely on their individual performance. Since we did not achieve our Company performance goals for the 2020 annual cash incentive plan due to the macro economic challenges described above, our executives did not receive any payment for the Company performance portion of the annual cash incentives.

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long-term incentive program. After consideration of the feedback received in fiscal year 2019, the Compensation Committee determined that the Company’s executive compensation policies for fiscal year 2020 would be similar to those in effect for fiscal year 2019 except as to Mr. Maheswaran’s long-term equity incentive award. As noted above, we reached out directly to stockholders to discuss their views on executive compensation structures that includedup-front equity award grants with significant performance-based components, such as our grant to Mr. Maheswaran in fiscal year 2020. Taking this outreach into account, along with other analyses it considered, the Compensation Committee, with respect to the Absolute Stock Price PSUs described below, increased the amount of stockholder value that would need to be created in order for the award to vest from the range of values it had otherwise been considering.

The Compensation Committee took this feedback into account, and will continue to reach out to and engage with certain of the Company’s stockholders to seek their feedback or to review their voting guidelines and to consider the outcome of the Company’ssay-on-pay proposals when making future compensation decisions for the NEOs. After consideration of the feedback received in fiscal year 2016 along with the positive results from thenon-binding advisory vote on the Company’s executive compensation program at the June 2016 Annual Meeting of Stockholders, the Compensation Committee determined that the Company’s executive compensation policies for fiscal year 2017 would be similar to those in effect for fiscal year 2016, with a significant emphasis on performance and alignment with stockholder interests.

During fiscal year 2017, the Compensation Committee continued to reach out to some of our stockholders as it was evaluating changes to the Company’s performance-based long term incentive plan. After discussion among its members and with the assistance of its independent compensation consultant, the Compensation Committee revised the equity incentive award program for our NEOs for fiscal year 2018 as described under “Changes in Equity Incentive Award Program for Fiscal Year 2018” below.

OUR GUIDING COMPENSATION PRINCIPLES

Core Philosophy

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

Core Components of Compensation and Compensation Levels

To achieve our executive compensation objectives, we have three primary components to our compensation program: (1) base salary; (2) annual cash incentive opportunities; and(3) long-term equity incentive awards. In setting specific base salary, target annual cash incentive and equity award levels for each NEO, the Compensation Committee considers and assesses, among other factors it may consider relevant, the following:

The Compensation Committee gives no single factor any specific weight. Except as otherwise noted below, the Compensation Committee does not target our executives’ compensation levels and elements of our executive

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

Distribution of Compensation

The Compensation Committee distributes compensation among each of the core elements on the basis of the element’s usefulness to meet one or more of our compensation objectives. The Compensation Committee believes that for our executive officers, a significant proportion of total compensation should consist of (1) variable, performance-based components, such as annual cash incentives, which establishes a fixed amount of annual compensation that provides a level of economic securitycan increase or decrease to reflect changes in corporate and stability from year to year, is setindividual performance on an individualannual basis, byand (2) equity compensation, which is structured to reinforce and encourage management’s commitment to enhancing profitability and stockholder value over the Compensation Committee.long-term.

For fiscal year 2020, total compensation (based on the compensation amounts reported in the Summary Compensation Table) for the Company’s NEOs was distributed as follows:

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Pay-for-Performance Philosophy

Our compensation program is designed to drive behavior that supports sustained stockholder returns and effectivepay-for-performance outcomes over time. To achieve this objective, the executive compensation program approved by our Compensation Committee: (1) emphasizes, as noted above, both performance-based compensation (through annual cash incentives and performance-based stock awards) and equity compensation (through time-based and performance-based stock awards); (2) balances short-term performance incentives provided by the annual cash incentive plan the Compensation Committee sets a target annual cash incentive potential for each executive expressed as a percentage of base salary. The Committee also sets what it believes to be aggressive annual business plan goals for the cash incentive plan. Those processes are described later in this CD&A. The approach of the Committee is to set business plan goals such that, in its judgment, achievement of those goals will result in the Company generally outperforming its peer group of companies. Because the Compensation Committee believes the goals established for the annual bonus plan are rigorous and will be achieved only if the Company performs at a high level, the Compensation Committee sets the target opportunity for the annual cash incentive plan above the median for comparable positions in our peer group to provide appropriate incentives for strong performance. Consistent with this approach, annual cash incentives for our NEOs generally paid out at substantially less than the targeted levels for fiscal years 2015 and 2016, and paid out at greater than the targeted levels for fiscal year 2017. Also, as explained in more detail below, even if the Company achieved 100% of the target level of the key financial goal, the program only pays 80% for that portion of the target annual cash incentive. An NEO would receive 100% payout for the key financial goal portion of their target annual cash incentive upon achievement of 105% of plan.

It is our policy that more than half of the total direct compensation for our executives should come from future compensation opportunities delivered through ourlong-term equity incentive plan. As used in this CD&A, “total direct compensation” refers to the combination of the base salary, annual cash incentive, and the grant date fair value of equity awards granted to an executive as determined for purposes of the Company’s financial reporting. We use a combination of stock options,time-based restricted stock units, andperformance-based restricted stock units (subject to bothtime- andperformance-based vesting requirements) under ourlong-term incentive plan. Through the combination of (1) the inherentlyperformance-based nature of stock options (the value of which depends on future appreciation in our stock price), (2) themulti-year vesting oftime-based restricted stock units (the ultimate value of which depends on our stock price), and (3) themulti-year performance requirements for theperformance-based restricted stock units (the ultimate value of which also depends on our stock price in addition to thetime- andperformance-based vesting conditions), the compensation actually delivered to our executives from thelong-term incentive plan depends directly on our stock price. We believe these factors align the interests of our executives with those of our stockholders. The combination of the awards under ourlong-term equity incentive plan with each executive’s annual cash incentive opportunity results in a significant portion of our NEO’s total direct compensation beingperformance-based and/or dependent on our stock price.

Our philosophy in establishing our executive compensation program is to balance short-term performance incentives (provided by the annual cash incentive plan) with long-term performance incentives (providedprovided by the equity awards). We also look to balanceawards; (3) balances the use of (1) absolute performance metrics versus relative performance metrics evaluated against selected peers,peers; and(2) (4) balances the use of formula-based performance criteria versus criteria involving the exercise of judgment by the Compensation Committee. The Compensation Committee assesses the cost of executive compensation relative to Company net revenue andnon-GAAP operating income(non-GAAP operating income, as considered by the Compensation Committee in this context, is defined below).

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