1. 

●

Reviewing meeting agendas, schedules and information sent to the Board;

2.  ● Retaining independent advisors on behalf of the Board, or committees, as the Board may determine is necessary or appropriate;   ● Assuring that there is sufficient time for discussion of all meeting agenda items;   3.  Ensuring personal availability for consultation and communication ● Consulting and communicating with independent directors and with the Chief Executive Officer/Chairman of the Board, as appropriate;   4.  ● Performing such other functions as the independent directors may designate from time to time;   5.  ● Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; 6.  Serving as liaison between the Chairman and independent directors; 7.  Calling meetings of independent directors; and 8.  Ensuring that the Board is at least two-thirds independent and that key committees are independent.   Our independent directors meet in executive session during a portion of every regularly scheduled Board meeting,● Calling and otherwise as needed. Our Lead Director presides overleading meetings of independent directors. 15 Table of Contents Our independent directors meet in executive session during a portion of regularly scheduled Board or committee meetings, and otherwise as needed. Our Lead Independent Director presides over meetings of our independent directors and we believe that these meetings help to ensure an appropriate level of independent scrutiny of the functioning of MPS and the Board.  Board Meetings and Committees The Board held a total of four meetings during 2023, and all directors attended at least 75% of the meetings of the Board and the committees upon which such director served. Audit Committee. The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, which currently consists of four members: Herbert Chang, Victor K. Lee, Eileen Wynne and Jeff Zhou. Mr. Lee is the chair of the Audit Committee. The primary responsibilities of the Audit Committee are to:   ● Provide oversight of our accounting and financial reporting processes and the audit of our financial statements;   ● Appoint the independent registered public accounting firm to audit our financial statements;   ● Assist the Board Oversight of Risk The Board is primarily responsible forin the oversight of risks that could affect MPS. Our senior management team, which conductsthe integrity of our day-to-day risk management, is responsible for assisting the Board with its risk oversight function.  This oversight is conducted principally through committees of the Board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risk. The Board satisfies its responsibility by requiring each committee chair to regularly report regarding the committee’s considerations and actions, as well as by requiring officers responsible for oversight of particular risks within MPS to submit regular reports. As these reports are submitted independent of review by Mr. Hsing, our President and Chief Executive Officer and the Chairman of the Board, the Board believes that its conduct of its risk oversight function has no impact on the Board’s leadership structure other than to reinforce the involvement of the Board in ongoing management of MPS. In addition to requiring regular reporting from committees and officers, the Board also hears from third-party advisors in order to maintain oversight of risks that could affect us, including our independent auditors, outside counsel, compensation consultants and others. These advisors are consulted on a periodic basis and as particular issues arise in order to provide the Board with the benefit of independent expert advice and insights on specific risk-related matters. At its regularly scheduled meetings, the Board also receives management updates on the business, including operational issues, financial results, and business outlook and strategy. Our Audit Committee also assists the full Board in its oversight of risk by discussing with managementstatements, our compliance with legal and regulatory requirements, our policies with respect to risk assessment and management of risks that may affect us, and our system of disclosure control and system of controls over financial reporting.  Risks related to our company-wide compensation programs are reviewed by our Compensation Committee. For more information on the Compensation Committee’s compensation risk assessment, see the section“Executive Officer Compensation – Compensation Risk Management.” Our Nominating and Governance Committee provides compliance oversight and reports to the full Board on compliance and makes recommendations to our Board on corporate governance matters, including director nominees, the determination of director independence, and board and committee structure and membership. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing us and that the Board leadership structure supports this approach. Board Meetings and Committees The Board held a total of five meetings during 2015, and all directors attended at least 75% of the meetings of the Board and the committees upon which such director served. Audit Committee. The Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the 1934 Act, which currently consists of three members: Victor K. Lee, Karen A. Smith Bogart and Jeff Zhou. Mr. Lee is the chairman of the Audit Committee. This committee oversees our financial reporting process and procedures, is responsible for the appointment and terms of engagement of our independent registered public accounting firm, reviewsfirm’s qualifications, independence and approvesperformance, and our internal accounting and financial statements,controls; and coordinates ● Provide to the Board such information and approvesmaterials as it may deem necessary to make the activitiesBoard aware of our independent registered public accounting firm. The Board has determined that Mr. Lee is an “audit committee financial expert,” as defined undermatters requiring the rulesattention of the SEC, and all members of the Audit Committee are “independent” in accordance with the applicable SEC regulations and the applicable listing standards of NASDAQ. The Audit Committee held four meetings during 2015. The Audit Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com by clicking on the name of the applicable committee.  Board. The Board has determined that Mr. Lee is an “audit committee financial expert,” as defined under the rules of the SEC, and all members of the Audit Committee are “independent” in accordance with the applicable SEC regulations and the applicable listing standards of NASDAQ and are financially literate. The Audit Committee held four meetings during 2023. The Audit Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations”section of our website at http://www.monolithicpower.com.   Compensation Committee. The Board has designated a Compensation Committee consisting of three members: Herbert Chang, Eugen Elmiger and Jeff Zhou. Mr. Zhou is the chair of the Compensation Committee. In April 2024, the Board appointed Mr. Elmiger to be the chair of the Compensation Committee, effective June 13, 2024 after the Annual Meeting. The primary responsibilities of the Compensation Committee are to:   Compensation Committee. The Board has designated a Compensation Committee consisting of three members: Herbert Chang, Eugen Elmiger and Jeff Zhou. Mr. Zhou is the chairman of the Compensation Committee. This committee is responsible for providing● Provide oversight of our compensation policies, plans and benefits programs and assistingprograms; ● Assist the Board in discharging its responsibilities relating to (a)the oversight of the compensation of our Chief Executive Officer and otherthe executive officers, and (b) approvingevaluation and evaluatingapproval of the executive officer compensation plans, policies and programs of MPS. The committee also assistsprograms; ● Assist the Board in administering our stock plansequity compensation plans; and employee stock purchase plan. ● Provide oversight of our practices and compliance efforts with respect to executive compensation policies and programs, as well as human capital management, under our environmental, social and governance (“ESG”) initiatives. All members of the Compensation Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Compensation Committee held four meetings during 2023. The Compensation Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com. NCG Committee. The Board has designated an NCG Committee consisting of two members: Eugen Elmiger and Carintia Martinez. Mr. Elmiger is the chair of the NCG Committee. In April 2024, the Board appointed Ms. Martinez to be the chair of the NCG Committee, effective June 13, 2024 after the Annual Meeting. The primary responsibilities of the NCG Committee are to: ● Review the composition and qualifications of the Board, recommend director nominees for the selection of the Board, and evaluate director compensation; ● Review the composition of committees of the Board and recommend persons to be members of the Compensation Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Compensation Committee held six meetings during 2015. The Compensation Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.such committees;   Nominating and Governance Committee. The Board has designated a Nominating and Governance Committee consisting of three members: Herbert Chang, Eugen Elmiger and Karen A. Smith Bogart.  Ms. Smith Bogart is the chairwoman of the Nominating and Governance Committee.  This committee is responsible for the development of general criteria regarding the qualifications and selection of Board members, recommending candidates for election to the Board, developing● Develop overall governance guidelines and overseeingoversee the overall performance of the Board. All members ofBoard, including the Nominating and Governance Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Nominating and Governance Committee held four meetings in 2015. The Nominating and Governance Committee acts pursuant to a written charter adopted by theannual Board which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.self-assessment; 16 Table of Contents   Nomination Process● The Board has adopted guidelines for the identification, evaluation and nomination of candidates for director. The Nominating and Governance Committee considers the suitability of each candidate, including any candidates recommended by stockholders holding at least 5% of the outstanding shares of our voting securities continuously for at least 12 months prior to the date of the submission of the recommendation for nomination. If the Nominating and Governance Committee wishes to identify new independent director candidates for Board membership, it is authorized to retain and approve fees of third party executive search firms to help identify prospective director nominees.  Our policy on board diversity relates to the selection of nominees for the Board. Our policy provides that while creating a Board with a variety of experiences and viewpoints should always be considered by the Nominating and Governance Committee when considering director nominees, a director nominee should neither be chosen nor excluded because of race, color, gender, national origin or sexual orientation or identity. Instead, in selecting a director nominee, the Nominating and Governance Committee focuses on skills, expertise or background that would complement the existing Board, recognizing that our businesses and operations are diverse and global in nature. While there are no specific minimum qualifications for director nominees, the ideal candidate should (a) exhibit independence, integrity, and qualifications that will increase overall Board effectiveness, and (b) meet other requirements as may be required by applicable rules, such as financial literacy or expertise for audit committee members. The Nominating and Governance Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.  After completing its review and evaluation of director candidates, the Nominating and Governance Committee recommendsRecommend to the Board thewhether to accept or reject a tendered director nominees for selection.  A stockholder that desires to recommend a candidate for election to the Board should direct such recommendationresignation, or take other action, in writing to Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and us within the last three years and evidence of the nominating person’s ownership of our stock.  Such stockholder nomination must be made pursuant to the notice provisions set forth in our Bylaws and for each proposed nominee who is not an incumbent director, the stockholder’s notice must set forth all of the information regarding such nominating person and proposed nominee set forth in our Bylaws. Stockholder Communications The Board has approved a Stockholder Communication Policy to provide a process by which stockholders may communicate directly with the Board or one or more of its members.  You may contact any of our directors by writing to them, whether by mail or express mail, c/o Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119, Attention: Corporate Secretary. Any stockholder communications that the Board is to receive will first go to the Corporate Secretary, who will log the date of receipt of the communication as well as the identity of the correspondent in our stockholder communications log. The Corporate Secretary will review, summarize and, if appropriate, draft a response to the communication in a timely manner. The Corporate Secretary will then forward copies of the stockholder communication to the Board member(s) (or specific Board member(s) if the communication is so addressed) for review, provided that such correspondence concerns the functions of the Board or its committees, or otherwise requires the attention of the Board or its members. Attendance at Annual Meetings of Stockholders by the Board of Directors We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. In 2015, two Board members attended the Annual Meeting. Code of Ethics and Business Conduct We have adopted a Code of Ethics and Business Conduct, which is applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Code of Ethics and Business Conduct is available in the “Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. We will disclose on our website any amendment to the Code of Ethics and Business Conduct, as well as any waivers of the Code of Ethics and Business Conduct, that are required to be disclosed by the rules of the SEC or NASDAQ.  Director Voting Policy The Board has adoptedcircumstances where a director voting policy, which can be foundin the “Investor Relations – Corporate Governance” sectionreceives a greater number of our website at http://www.monolithicpower.com. The policy establishes that any director nominee who receives more “Withheld”“withhold” votes than “For”“for” votes in an uncontested election heldof directors as set forth in an annual meetingthe director voting policy adopted by the Board;  ● Provide oversight of stockholders shall promptly tender his or her resignation. The independent directorsour practices, policies, strategies and disclosures respect to environmental sustainability issues, social initiatives and corporate governance; and ● Provide oversight of the Board will then evaluate the relevant factsour cybersecurity program, including policies, practices, internal controls and circumstances and make a decision, within 90 days after the election, on whether to accept the tendered resignation. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.management of information security risks. All members of the NCG Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The NCG Committee held four meetings in 2023. The NCG Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations”section of our website at http://www.monolithicpower.com. The information contained on our website is not intended to be part of this Proxy Statement and is not incorporated by reference into this Proxy Statement. Board Oversight of Risks The Board is primarily responsible for the oversight of risks that could affect MPS. The Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risks. We believe that the risk management areas that are critical to our long-term success primarily include product development, supply chain and quality, regulations and legal compliance, ESG, executive compensation programs, sales and promotions, and business development, as well as protection of our assets (financial, intellectual property and cybersecurity), all of which are managed by senior executive management reporting directly to our Chief Executive Officer. Our Board members have extensive experience in risk oversight arising from their current or prior experience as chief executive officers, chief financial officers, chief information officers, as well as other senior leadership positions or board members of other companies with responsibility for risk oversight obligations. As such, the Board believes that its members are qualified and experienced at identifying and addressing risk throughout our operations. While the full Board has retained responsibility for general oversight of risk, the Board’s oversight is conducted principally through the committees of the Board. The Board satisfies its responsibility by requiring each committee chair to regularly report the committee’s considerations and actions, including risk oversight, as well as by requiring officers responsible for oversight of particular risks to submit regular reports. As these reports are submitted independent of review by Mr. Hsing, the Board believes that its leadership structure has no impact on the conduct of its risk oversight function other than to reinforce the involvement of the Board in ongoing management of MPS. The following table outlines the specific risk oversight responsibilities of each committee:   Committee Primary Areas of Risk Oversight Director Audit ● Oversee accounting policies and internal controls and evaluate enterprise risks associated with financial reporting, accounting, auditing and tax matters. ● Assess financial risks relating to our cash management and investment programs. Compensation ● Assess risks related to our compensation programs and practices. ● Oversee risks related to human capital management. NCG ● Assess risks and compliance related to corporate governance matters, including our policies and principles, our Board structure, membership and independence, and stockholder rights.  ● Evaluate exposures and risks related to cybersecurity, data privacy and information technology security and controls. ● Assess risks arising from other ESG initiatives, including climate-related risks. Our senior management team, which conducts our day-to-day risk management, is responsible for assisting the Board and the committees with its risk oversight function. At its regularly scheduled meetings, the Board and the committees require officers responsible for oversight of particular risks to submit updates and reports on business matters including operational and ESG issues, financial results, cybersecurity and information security, and business outlook and strategy. These updates enable our Board and the committees to discuss enterprise risks with our senior management on a regular basis, including as a part of its annual strategic planning process and annual budget review. 17 Table of Contents In addition to requiring regular reporting from committees and officers, the Board also receives reports from third-party advisors in order to maintain oversight of risks that could affect us, including our independent auditors, outside counsel, compensation consultants and others. These advisors are consulted on a periodic basis, and as particular issues arise, in order to provide the Board and the committees with the benefit of independent expert advice and insights on specific risk-related matters. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing us and that the Board leadership structure supports this approach.  Nomination Process The Board has adopted guidelines for the identification, evaluation and nomination of candidates for director. If the NCG Committee wishes to identify new independent director candidates for Board membership, it is authorized to retain and approve fees of third-party search firms to help identify prospective director nominees.  It is the practice of the Board that our Lead Independent Director interviews each Board candidate. In addition to the minimum qualifications the NCG Committee has established for director nominees, the NCG Committee also considers whether a prospective nominee will foster a diversity of genders, races, backgrounds, skills, perspectives and experiences in the process of its evaluation of each prospective nominee. As part of our commitment to diversity and inclusion, the NCG Committee charter requires that women and minority candidates be included in the initial pool from which the NCG Committee selects prospective candidates. The NCG Committee also focuses on skills, expertise or background that would complement the existing Board, recognizing that our businesses and operations are diverse and global in nature. While there are no specific minimum qualifications for director nominees, the ideal candidate should (a) exhibit independence, integrity, and qualifications that will increase overall Board effectiveness, and (b) meet other requirements as may be required by applicable rules, such as financial literacy or expertise for audit committee members. The policy of the NCG Committee is to consider properly submitted stockholder nominations for candidates to serve on the Board. Stockholders who wish to nominate a candidate for election to the Board, including nominations using proxy access, must comply with the procedures set forth in our Bylaws. Refer to “Procedure for Submitting Stockholder Proposals and Director Nominations” for further details. The NCG Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.  After completing its review and evaluation of director candidates, the NCG Committee recommends to the Board the director nominees for selection.  Stockholder Communications The Board has approved a Stockholder Communication Policy to provide a process by which stockholders may communicate directly with the Board or one or more of its members. You may contact any of our directors by writing to them using the following methods:   Analysis of 2015 Compensation ElementsBy e-mail: corporate.secretary@monolithicpower.com By mail: Monolithic Power Systems, Inc. Attn: Corporate Secretary 5808 Lake Washington Blvd. NE Kirkland, WA 98033 Any stockholder communications to the Board will first go to the Corporate Secretary, who will log the date of receipt of the communication as well as the identity of the correspondent in our stockholder communications log. The Corporate Secretary will review, summarize and, if appropriate, draft a response to the communication in a timely manner. The Corporate Secretary will then forward copies of the stockholder communication to the Board member(s) (or specific Board member(s) if the communication is so addressed) for review, provided that such correspondence concerns the functions of the Board or its committees, or otherwise requires the attention of the Board or its members. Attendance at Annual Meetings of Stockholders by the Board of Directors We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. In 2023, three Board members attended the Annual Meeting. 18 Table of Contents Code of Ethics and Business Conduct We have adopted a Code of Ethics and Business Conduct, which is applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Code of Ethics and Business Conduct is available in the “Investor Relations” section of our website at http://www.monolithicpower.com. We will disclose on our website any amendment to the Code of Ethics and Business Conduct, as well as any waivers of the Code of Ethics and Business Conduct, that are required to be disclosed by the rules of the SEC or NASDAQ.  Policy on Hedging and Other Transactions We have adopted a policy that prohibits our directors, officers (including our named executive officers), and other employees from engaging in hedging or monetization transactions with respect to our stock that they obtained through our plans or otherwise, without prior approval by our Chief Compliance Officer. We also prohibit our directors and officers (including our named executive officers) from engaging in any short sales of our stock. In addition, our directors and officers are prohibited at all times from holding our stock in a margin account and from pledging our stock as collateral. Director Voting Policy The Board has adopted a director voting policy, which can be found in the “Investor Relations – Corporate Governance”section of our website at http://www.monolithicpower.com. The policy establishes that any director nominee who receives more “Withheld” votes than “For” votes in an uncontested election held in an annual meeting of stockholders shall promptly tender his or her resignation. The disinterested directors of the Board will then evaluate the relevant facts and circumstances and make a decision, within 90 days after the election, on whether to accept the tendered resignation. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation. Director Time Commitment Policy In April 2024, the Board adopted a director time commitment policy, which can be found in the “Investor Relations – Corporate Governance”section of our website at http://www.monolithicpower.com. Directors are expected to devote the time and attention necessary to fully discharge their responsibilities as members of the Board and on each committee on which they serve. The policy also sets the following guidelines on public company board seats our directors can serve on:   For 2015, ● No director may serve on more than five public company boards (including the Compensation Committee engaged Meyercord & Associates to reviewBoard); ● No director who is an executive officer of a public company may serve on more than two public company boards (including the non-employeeBoard); and ● No director compensation. In its analysis, Meyercord & Associates gatheredwho is a chair of a public company board may serve on more than three public company boards (including the market data on the size and type of compensation paid by our industry peer group for 2015 (see the section“Peer Group and Use of Peer Data for 2015” for more information on the selection of the peer group)Board). Based on the results and recommendations by Meyercord & Associates, the Board approved the following compensation for our non-employee directors for service in 2015, which did not change from 2014: The policy is subject to a waiver of such restrictions by a majority of non-affected members of the Board.   19 Table of Contents 2023 Director Compensation Analysis of 2023 Compensation Elements For 2023, the Board engaged Radford, an independent compensation consultant, to review our non-employee director compensation. In its analysis, Radford gathered market data relating to the amount and type of compensation paid by our industry peer group for 2023 (see “Named Executive Officer Compensation — Peer Group and Use of Peer Data” for more information on the selection of the peer group). Based on its review of the results of this market review and recommendations by Radford, the Board approved the following compensation program for our non-employee directors for service in 2023: Fee Description   FY 2023 ($)     FY 2022 ($)     Change   Annual Board retainer fee     75,000       75,000       0 % Lead Independent Director fee     40,000       40,000       0 % Compensation Committee chairperson fee     20,000       20,000       0 % Compensation Committee membership fee (excluding chairperson)     10,000       10,000       0 % NCG Committee chairperson fee     15,000       15,000       0 % NCG Committee membership fee (excluding chairperson)     7,500       7,500       0 % Audit Committee chairperson fee     30,000       30,000       0 % Audit Committee membership fee (excluding chairperson)     15,000       15,000       0 % Restricted stock unit (“RSU”) grant to new directors     220,000       220,000       0 % Annual RSU grant to incumbent directors     220,000       220,000       0 % The initial grant of RSUs to new directors vests as to 50% of the underlying shares of Common Stock on each of the first and second anniversaries of the date of grant. The annual grant of RSUs to incumbent directors vests as to 100% of the underlying shares of Common Stock on the first anniversary of the date of the grant. All awards will become fully vested in the event of a change in control. All of our non-employee directors are subject to stock ownership guidelines that are described below in “Named Executive Officer Compensation — Compensation Discussion and Analysis — Stock Ownership Guidelines.” The following table sets forth the total compensation for each non-employee director for services rendered in 2023. Mr. Hsing, who is our employee, does not receive additional compensation for his services as a director. Mr. Hsing’s compensation is reflected in “Named Executive Officer Compensation - 2023 Summary Compensation Table.” Name   Fees Earned or Paid in Cash ($)     Stock Awards ($)(1)     Total ($)   Herbert Chang     140,000       220,000       360,000   Eugen Elmiger     100,000       220,000       320,000   Victor K. Lee     105,000       220,000       325,000   Carintia Martinez     82,500       220,000       302,500   James C. Moyer     75,000       220,000       295,000   Eileen Wynne     75,000       220,000       295,000   Jeff Zhou     110,000       220,000       330,000   Fee Description Amount Annual board retainer fee $42,000 Lead director fee $12,000 Compensation Committee chairperson fee $18,000 Compensation Committee membership fee (excluding chairperson) $8,000 Nominating and Governance Committee chairperson fee $13,500 Nominating and Governance Committee membership fee (excluding chairperson) $6,000 Audit Committee chairperson fee $22,500 Audit Committee membership fee (excluding chairperson) $10,500 Initial grant to new directors 5,000 restricted stock units (“RSUs”) Annual grant to incumbent directors Number of RSUs equal to $120,000 For the initial grant of RSUs to new directors, 50% vests one year from the date of grant and the remaining 50% vests two years from the date of grant. For the annual grant of RSUs to incumbent directors, 100% vests one year from the date of the grant. All awards will become fully vested immediately in the event of a change in control. The following table sets forth the total compensation paid to each non-employee director for service in 2015. Mr. Hsing, who is our employee, did not receive additional compensation for his services as a director. Mr. Hsing’s compensation as a named executive officer is reflected in the section“Summary Compensation Table.”In addition, Mr. Moyer, who was an employee prior to January 5, 2016, did not receive additional compensation for his services as an inside director in 2015. Name   Fees Earned or Paid in Cash     Stock Awards (1)     Total   Herbert Chang   $ 68,000     $ 120,000     $ 188,000   Eugen Elmiger   $ 56,000     $ 120,000     $ 176,000   Victor Lee   $ 64,500     $ 120,000     $ 184,500   Karen A. Smith Bogart   $ 66,000     $ 120,000     $ 186,000   Jeff Zhou   $ 70,500     $ 120,000     $ 190,500   ____________________ (1) Reflects the aggregate grant date fair value of the RSUs granted to each director in 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The grant date fair value of the awards granted to each director in 2015, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, which was calculated using the closing price of our Common Stock on February 7, 2023, the date of grant for such awards. Assumptions used in the calculation of these amounts are included in Note 1 and Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016. The following table summarizes the number of shares of our Common Stock that are subject to outstanding awards held by each of the non-employee directors as of December 31, 2015: Name   Stock Awards     Option Awards   Herbert Chang     2,533       -   Eugen Elmiger     2,533       -   Victor Lee     2,533       26,176   Karen A. Smith Bogart     2,533       1,176   Jeff Zhou     2,533       -   PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board has appointed Deloitte & Touche, LLP (“Deloitte & Touche”) as the independent registered public accounting firm of MPS for the fiscal year ending December 31, 2016.  Deloitte & Touche has audited our financial statements since 1999.  Representatives of Deloitte & Touche are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.  Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request ratification of this selection by the stockholders.  Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of us and our stockholders. If the stockholders do not ratify the appointment of Deloitte & Touche, the Audit Committee may reconsider its selection. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. Audit and Other Fees The following table shows the fees paid by us for the audit and other services provided by Deloitte & Touche for 2014 and 2015 (in thousands):     2014     2015   Audit fees   $ 1,210     $ 1,133   Audit-related fees     39       99   Tax fees     -       -   Total   $ 1,249     $ 1,232   Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in our quarterly reportsAnnual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (the “2023 Annual Report”). 20 Table of Contents The following table summarizes the number of shares of our Common Stock that are subject to unvested RSU awards held by each of the non-employee directors as of December 31, 2023. There were no outstanding stock option awards as of December 31, 2023. Name Stock Awards (#) Herbert Chang 470 Eugen Elmiger 470 Victor K. Lee 470 Carintia Martinez 470 James C. Moyer 470 Eileen Wynne 470 Jeff Zhou 470 21 Table of Contents CORPORATE SOCIAL RESPONSIBILITY Since MPS was founded in 1997, one of our core values has been to run a responsible and responsive business for the long term. We believe that positive ESG business practices strengthen our company and foster strong relationships with our stockholders, employees, business partners and communities where we operate. We are committed to making our workforce diverse, our business sustainable and our stakeholders engaged by maintaining strong ESG practices and policies. ESG Oversight We believe that effective oversight is essential to ensure our ESG practices and policies are aligned with our business strategy and serve the long-term interests of our stockholders and other stakeholders. Our Board is actively engaged on ESG matters and has the ultimate responsibility on the oversight, management and implementation of our ESG program. In its oversight role, our Board primarily focuses on: ● Assessing ESG risks and opportunities and the auditimpact of our strategy on our business and operations. ● Setting measurable and rigorous goals, monitoring progress and reviewing status reports. ● Establishing management accountability for ESG performance. ● Reviewing our reporting processes and controls. ● Overseeing our engagement and communications strategy with our stockholders and other stakeholders. Our Board has assigned oversight responsibilities of our ESG compliance efforts to its committees, and receives reports and updates from each committee on a quarterly basis: NCG Committee Provides oversight of overall strategy, performance and risk assessments related to our ESG program, including environmental and social initiatives, cybersecurity and corporate governance matters. Compensation Committee Establishes executive accountability through compensation policies and programs, and oversees human capital management. Audit Committee Oversees reporting, internal control over financial reporting.controls and disclosure requirements pursuant to regulatory standards. Our ESG Steering Committee is responsible for the day-to-day management of our ESG program and consists of a cross-functional group that includes two senior executives and leaders from Legal and Compliance, Information Technology, Facilities, Operations, Procurement, Quality Assurance, Product Line, Human Resources, Finance, Supply Chain Management, and Environmental, Health and Safety. Under the supervision of the Board committees, the ESG Steering Committee’s primary role is to: (a) manage the execution of our corporate strategy relating to ESG, (b) develop and implement initiatives and policies, (c) drive ESG performance, (d) oversee communications with employees, customers, suppliers, regulators and other stakeholders, and (e) monitor and assess regulatory developments and trends relating to ESG. On a quarterly basis, each Board committee receives updates from the ESG Steering Committee. These updates provide the Board committees with the opportunities to evaluate our ESG priorities, performance against our goals, and regulatory requirements. ESG Initiative Highlights For a complete description of our ESG priorities, initiatives and reduction goals, please refer to our Corporate Responsibility Report, which is available on our website at https://www.monolithicpower.com/en/about-mps/investor-relations/esg-report.html. The information contained in our Corporate Responsibility Report and on our website is not intended to be part of this Proxy Statement and is not incorporated by reference into this Proxy Statement. Environmental Sustainability Pursuant to our Environmental and Climate Change Policy, we seek to responsibly protect the environment and conserve natural resources by implementing sustainability programs and solutions, engaging partners across our value chain, and setting ambitious goals that we believe will help minimize the environmental impacts from our products and operations. ● Carbon Footprint   Audit fees also include servicesIn May 2023, the Board set a long-term goal to reduce our Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 40% by 2030, against the 2022 baseline of 29,402 metric tons of carbon dioxide equivalent. Our Scope 1 and Scope 2 GHG emissions inventory, which is determined using the operational control approach under the GHG Protocol, covers all global operations and has been verified by an independent GHG data assurance firm. We plan to achieve the 40% reduction target by implementing the following initiatives, among others: (a) powering our operations with renewable electricity, (b) adopting measures to reduce refrigerant emissions in our facilities, primarily in air conditioning and heating systems, and (c) completing other energy-efficient projects.  In 2023, we reduced our Scope 1 and Scope 2 GHG emissions by 8% compared to the 2022 baseline. In addition, we are developing our value chain outreach plan to assess our Scope 3 emissions baseline and implement reduction goals. 22 Table of Contents ● Renewable Energy Our goal is to increase renewable energy sources as part of our GHG emissions reduction strategy. We will continue to procure reliable energy supplies, including renewable resources where available, that are normally providedcost-effective and align with our business needs and environmental objectives. In May 2023, the Board set a long-term goal to power our global operations with a minimum 75% renewable electricity by 2026.  At the independent auditorsend of 2023, our global operations were powered by 20% renewable electricity. ● Waste We continue to look for opportunities to minimize waste generation, most of which is produced at our testing facilities. In 2023, 81% of our waste from global operations was recycled or composted. Hazardous waste represents a small fraction of our overall waste, and we are focused on managing our hazardous waste by working closely with our vendors to identify and implement additional recycling programs. ● Product Design Our products play a critical role in connection with foreign statutorypowering data center infrastructure. In our product design, we focus on features that deliver new capabilities while improving performance and regulatory filings and advice on audit and accounting matters that arise during, or asenergy efficiency. As a result of increasingly intensive computing applications such as artificial intelligence, customers are looking for sustainable solutions that maximize power density in data centers. Using our proprietary power conversion technology, we are developing power modules with higher power density per rack that will decrease the audit orphysical footprint on the reviewmotherboards. This power density improvement will enable more computing power in less space, which will result in energy savings in data centers. ● Sustainable Operations As part of interim financial statements,our goal to achieve sustainable, energy-efficient operations, we have implemented various green technologies in our facilities, including solar panels and electric vehicle (“EV”) charging stations. Globally, we have installed 33,500 square feet of solar panels, which generated close to 637 MWh of electricity, with 158 metric tons of carbon dioxide equivalent savings in 2023. We have also installed 86 EV charging stations in various locations, available free of charge to employees. ● Environmental Management System We utilize an Environmental Management System (“EMS”) to achieve our environmental goals by establishing objectives, processes and procedures to minimize negative environmental effects, enhance resource efficiency, comply with regulatory requirements, and promote sustainable practices throughout our value chain. Our EMS is compliant with the applicationISO 14001 standard. Social Through our social initiatives, we aim to give back to our local communities and maintain a workplace that values diverse backgrounds, a healthy and safe environment, innovative thinking and professional growth. In addition, we conduct our business in a manner that respects the rights and dignity of all people, and we expect our business partners to uphold these principles as well. ● Diversity, Equity and Inclusion Under our Diversity, Equity and Inclusion Policy, our mission is to create an inclusive workplace that supports all employees. We provide unconscious bias trainings for managers and human resources employees administered by independent third parties to ensure that we promote an environment of proposed accounting rules, statutory audits requiredinclusivity. In our most recent pulse surveys, 90% of our employees said they were valued and treated with respect. We file our EEO-1 report each year and publish the data publicly. In 2023, women made up approximately 41% of our worldwide workforce. In the U.S., employees belonging to minority groups accounted for 69% of our workforce. We continue to recruit new talent through various university recruitment programs and employment websites focusing on underrepresented minority groups. 23 Table of Contents As part of our commitment to diversity and inclusion, our NCG Committee charter requires women and minorities to be included in the initial pool of candidates when selecting new director nominees. ● Training and Development We encourage our employees to learn, innovate and grow their careers by non-U.S. jurisdictionsproviding them with access to various learning tools and resources to develop their business skills and knowledge. As part of our efforts to invest in employee growth and development, we launched an online learning management system, Cornerstone, in 2023 that offers a comprehensive library of training courses on topics including business and leadership, career and technical skill development, ethical standards, health and safety, cybersecurity, diversity and inclusion, human rights and compliance. ● Human Rights Under our Code of Social Responsibility, we adhere to the standards established in the Universal Declaration of Human Rights and strictly prohibit human trafficking and the preparationuse of forced, slave or child labor in any form. We expect our employees and business partners to abide by these principles. Under our Supplier Code of Conduct, which aligns with Responsible Business Alliance’s Code of Conduct, we require our suppliers to maintain sound business ethics and labor practices that are in compliance with applicable laws and regulations. Failure by any of our suppliers to comply with our Supplier Code of Conduct may result in termination of our business relationship with such supplier. ● Our Communities We believe in being an active corporate citizen and making a positive impact on communities where we do business. Through the MPS Foundation, we are committed to supporting non-profit organizations that focus on academic research, environmental stewardship, performing arts, healthcare, food banks, youth programs, and educational and career opportunities for underrepresented groups with monetary contributions or investments. In 2023, we contributed $10.9 million to the MPS Foundation, which has donated to organizations including University of Washington, University of Florida, Forterra, Healthier Kids Foundation, Seattle Symphony, and Virginia Mason Foundation. Governance Our overall governance framework is designed to promote strong oversight, create Board and management accountability, protect the rights of stockholders, and demonstrate our commitment to transparency, independence and diversity. We believe that strong corporate governance is important for our long-term success and ensures that we manage ESG risks effectively while achieving our sustainability and social priorities.​ ● Board Diversity and Refreshment Our Board consists of members with a wide variety of skills, industry experiences and backgrounds. We believe a diverse, balanced and cohesive Board is critical in facilitating strong oversight, fostering diverse and new perspectives, as well as supporting the achievement of MPS’s long-term objectives. In 2023, after conducting a rigorous search, the Board appointed an additional female Board member, Ms. Eileen Wynne, who brings to the Board a diverse background with more than 20 years of finance, accounting, operational and risk management experience in the semiconductor industry. Currently, five of our eight directors are ethnically diverse, and two directors are female. In addition, 25% of our directors were first appointed within the past three years.  Stockholder Engagement During 2023, we continued our practice of proactive stockholder engagement regarding important matters including executive compensation, ESG and governance topics. Our management team, including our Chief Executive Officer, Chief Financial Officer and General Counsel, and our Compensation Committee Chair extended invitations to our largest institutional stockholders and had the opportunity to engage with stockholders representing approximately 50% of our total shares outstanding as of the Record Date. Subsequent to these meetings, our management team, the Board and its committees thoughtfully evaluated information gathered from our engagement process, together with feedback and input from our independent compensation consultant, when making decisions for the next 12 months. 24 Table of Contents The following table summarizes the changes we have implemented, based on the key issues raised by our stockholders: What We Heard from Stockholders How We Responded ESG ● We should establish clear commitments to addressing climate risks and setting rigorous sustainability goals, and greater link between executive compensation and achievement of ESG goals. ● We made significant progress related to our ESG program in 2023. We completed our Scope 1 and Scope 2 GHG emissions inventory and set goals to reduce our GHG emissions by 40% by 2030 and power our operations with at least 75% renewable electricity by 2026. ● In February 2024, the Compensation Committee established accountability by linking a portion of the executive equity compensation to the achievement of the following environmental goals by 2026: (1)  Reduce GHG emissions by 25%; (2)  Generate more than one-third of our automotive revenue from EV automakers; and (3)  Grow revenue from products enabling EV powertrains and 48V systems to 200% compared to 2023. Investors would like to implement these additional ESG goals without changes to the revenue-based goal.  Corporate Governance ● The Board should continue to establish policies and practices that will help promote the Board’s dynamics and effectiveness, evaluate its performance and identify areas of improvement. ● In 2023, the Board established an advisory board to assist us in various areas of our business and to recommend potential candidates to join the Board over time. ● In February 2024, the Board conducted an annual “management letter” containing observationsself-assessment of the performance of each individual director, and discussions on internal control matters.  Audit-related feesrepresent assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statementsBoard and are not reported under "Audit Fees." These services include accounting consultations in connection with attestation serviceseach committee. ● In April 2024, the Board adopted a policy regarding director time commitment to ensure that are not required by statute or regulation,directors devote the time and consultations concerning financial accounting and reporting standards. Tax fees represent professional services for federal, state and international tax compliance, tax advice and tax planning. Pre-Approval of Audit and Non-Audit Services The charter of our Audit Committee requires that the Audit Committee pre-approve all audit and non-audit services providedattention necessary to us by our independent registered public accounting firm or subsequently approve non-audit services in those circumstances where a subsequent approval is necessary and permissible. All such services for 2014 and 2015 were pre-approved by the Audit Committee.  PROPOSAL THREE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION As required under Section 14Afully discharge their responsibilities as members of the Securities Exchange ActBoard and on each committee on which they serve. Executive Compensation ● For equity awards, performance periods of 1934, we are asking stockholdersless than three years may fail to again cast an advisory (non-binding) vote on the following resolution at the Annual Meeting: RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of this Proxy Statement for the Annual Meeting, is hereby APPROVED. This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views about the compensation we paid to our named executive officers in the prior year, as described in this Proxy Statement.  Before stockholders vote on this proposal, they should review the Compensation Discussion and Analysis in this Proxy Statement and the tabular and narrative disclosure that follows it.  We currently conduct say-on-pay votes every year, and expect we will conduct the next say-on-pay vote at the 2017 Annual Meeting of Stockholders. We are committed to responsible compensation practices and structures. As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, the primary goal of our named executive officer compensation program is the same as our goal for operating MPS — to createsufficiently incentivize long-term value for our stockholders. To achieve this goal, we have regularly sought out the feedback of our major stockholders over the past several years to hear their suggestions on how we can better achieve our primary compensation goal. After taking their feedback into consideration, we have continued to update our compensation program for our named executive officers, implementing those recommendations of our stockholders that the Board believes will help us create long-term value for our stockholders. For example, in December 2015, based on feedback we received during 2015 from some of our larger stockholders, we implemented a special performance stock unit plan with stock price performance hurdles and operational goals. We believe these annual reviews of our programs, in coordination with our conversations with our stockholders, allow us to motivate and reward our executives for sustained financial and operating performance and leadership excellence, to align their interests with those of our stockholders, and to encourage them to remain with us for long and productive careers. Stockholders may vote“for” or“against” the resolution or abstain from voting on the resolution.  The result of the say-on-pay vote will not be binding on us or the Board.  However, the Board values the views of the stockholders. The Board andthinking among executives. ● In February 2023, the Compensation Committee will reviewextended the resultsperformance period of the vote and expectequity awards granted to take them into consideration in addressing future compensation policies and decisions.our executives from two years to three years. ● Our peer group should consist of similar companies by market capitalization.           ● The affirmative vote ofCompensation Committee evaluated the peer group composition criteria and removed certain semiconductor companies with a majoritymarket capitalization greater than $100 billion from the peer group for 2024. ● Investors disfavor mid-cycle adjustments to performance metrics. ● The Compensation Committee recognized that the changes in 2023 was a one-time event in order to make the performance conditions more rigorous due to macroeconomic conditions. In general, the Compensation Committee does not make mid-cycle changes but for extraordinary circumstances. ● The target opportunity for the short-term incentive program is relatively high compared to peers. ● With inputs from our independent compensation consultant, the Compensation Committee conducted a comprehensive review of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers.  While this vote is advisory and not binding on us or our Board, the Board and Compensation Committee intend to take into account the outcome of the vote when considering future executive compensation arrangements.program during our annual review cycle in February 2024 and lowered the target opportunity from 200% to 150% for the 2024 short-term cash incentive plan. 25 Table of Contents PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board has appointed EY as our independent registered public accounting firm for the year ending December 31, 2024. EY has served as our independent registered public accounting firm since March 2019. Representatives of EY are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request ratification by the stockholders of this selection. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of us and our stockholders. If the stockholders do not ratify the appointment of EY, the Audit Committee may reconsider its selection.  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024. Audit and Other Fees The following table summarizes the fees for services provided by EY for 2023 and 2022 (in thousands):     FY 2023 ($)     FY 2022 ($)   Audit fees     2,239       1,825   Audit-related fees     34       -   Tax fees     6       6   Total     2,279       1,831   Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in our quarterly reports and the audit of our internal control over financial reporting. Audit fees also include services in connection with foreign statutory and regulatory filings, and audit and accounting matters that arise during, or as a result of, the audit or the review of interim financial statements, including the application of proposed accounting rules, statutory audits required by non-U.S. jurisdictions and the preparation of an annual “management letter” containing observations and discussions on internal control matters.  Audit-related fees represent assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with attestation services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards. Tax fees represent professional services for federal, state and international tax compliance, tax advice and tax planning. Pre-Approval of Audit and Non-Audit Services The charter of our Audit Committee requires that the Audit Committee pre-approve all audit and permissible non-audit services provided to us by our independent registered public accounting firm. All such services for 2023 and 2022 were pre-approved by the Audit Committee.  26 Table of Contents PROPOSAL THREE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION As required under Section 14A of the Exchange Act, we are asking stockholders to again cast an advisory (non-binding) vote on the following resolution at the Annual Meeting: RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of this Proxy Statement for the Annual Meeting, is hereby APPROVED. This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views about the compensation we paid to our named executive officers, as described in this Proxy Statement.  Before stockholders vote on this proposal, they should review the Compensation Discussion and Analysis in this Proxy Statement and the tabular and narrative disclosure that follows it. We currently conduct say-on-pay votes every year. Therefore, the next say-on-pay vote is expected to occur at the 2025 annual meeting of stockholders. We are committed to responsible compensation practices and structures. As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, the primary goal of our executive compensation program is the same as our goal for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have regularly sought out the feedback of our major stockholders over the past several years to hear their suggestions on how we can better achieve our primary compensation goal. After taking their feedback into consideration, we have continued to update our compensation program for our named executive officers, implementing those recommendations of our stockholders that the Compensation Committee believes will help us create long-term value for our stockholders. We believe these annual reviews of our programs, in coordination with our conversations with our stockholders, allow us to motivate and reward our executives for sustained financial and operating performance and leadership excellence, to align their interests with those of our stockholders, and to encourage them to remain with us for long and productive careers. Stockholders may vote “for” or “against” the resolution or abstain from voting on the resolution.  The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person by virtual attendance at the Annual Meeting or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. The result of the say-on-pay vote will not be binding on us, the Board or the Compensation Committee. However, we value the views of the stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions. FOR THESE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVES AND DESCRIPTIONS OF THIS PROXY STATEMENT FOR THE ANNUAL MEETING. 27 Table of Contents SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the Record Date, information relating to the beneficial ownership of our Common Stock or securities exercisable for, or exchangeable into, our Common Stock by: (i) each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director (or nominee), (iii) each of the named executive officers in the 2023 Summary Compensation Table, and (iv) all directors and named executive officers as a group. Unless otherwise indicated, the address of each beneficial owner listed below is Monolithic Power Systems, Inc. at 5808 Lake Washington Boulevard NE, Kirkland, WA 98033. Name of Beneficial Owner   Number of Shares Beneficially Owned (#)     Percent of Shares Beneficially Owned (1)                     Named Executive Officers and Directors:                 Michael Hsing (2)     1,019,034       2.1%   Bernie Blegen (3)     79,573       *   Deming Xiao (4)     197,906       *   Maurice Sciammas (5)     206,952       *   Saria Tseng (6)     191,415       *   Herbert Chang (7)     793       *   Eugen Elmiger (8)     20,530       *   Victor K. Lee (9)     29,884       *   Carintia Martinez (10)     1,595       *   James C. Moyer (11)     49,565       *   Eileen Wynne (12)     235       *   Jeff Zhou (13)     5,921       *   Total (14)     1,803,403       3.7%                     5% Stockholders:                 The Vanguard Group (15)     5,464,066       11.2%   BlackRock, Inc. (16)     5,236,453       10.8%   FMR LLC (17)     2,528,118       5.2%     FOR THESE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVES AND DESCRIPTIONS OF THIS PROXY STATEMENT FOR THE ANNUAL MEETING. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 19, 2016, information relating to the beneficial ownership of our Common Stock or securities exchangeable into our Common Stock by: (i) each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director (or nominee), (iii) each of the named executive officers named in the Summary Compensation Table, and (iv) all directors and executive officers as a group. Unless otherwise indicated, the address of each beneficial owner listed below is Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119. Name of Beneficial Owners   Number of Shares Beneficially Owned     Percent of Shares Beneficially Owned (1)                     Named Executive Officers and Directors:                 Michael R. Hsing (2)     702,153       2 % James C. Moyer (3)     956,125       2 % Maurice Sciammas (4)     105,030       *   Deming Xiao (5)     19,626       *   Saria Tseng (6)     11,948       *   Meera Rao (7)     3,981       *   Herbert Chang (8)     6,026       *   Eugen Elmiger (9)     11,261       *   Victor K. Lee (10)     46,791       *   Karen A. Smith Bogart (11)     21,991       *   Jeff Zhou (12)     14,815       *   All directors and executive officers as a group (13)     1,895,766       5 %                   5% stockholders:                 FMR LLC (14) (18)     4,139,254       10 % BlackRock, Inc. (15) (18)     3,554,887       9 % The Vanguard Group (16) (18)     2,731,287       7 % RS Investment Management Co. LLC (17) (18)     2,114,648       5 % * Represents beneficial ownership of less than 1%.  ____________________(1)  (1)  Based on 40,240,316 shares of our Common Stock outstanding on April 19, 2016.  Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, stock options held by that person that are currently exercisable or become exercisable within 60 days of April 19, 2016 and RSUs held by that person that are subject to release within 60 days of April 19, 2016 Based on 48,666,000 shares of our Common Stock outstanding as of the Record Date. Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, RSUs held by that person that are subject to release within 60 days of the Record Date are considered to be outstanding and beneficially owned by such person. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. (2)  Includes (i) 866,119 shares held of record by Michael Hsing, (ii) 133,040 shares held of record by Michael Hsing, Trustee of the Michael Hsing 2004 Trust, (iii) 12,825 shares held of record by Michael Hsing, Trustee of the ZH Family Trust, and (iv) 7,050 shares underlying RSUs scheduled to release within 60 days of the Record Date. (3) Includes (i) 67,483 shares held of record by Bernie Blegen, (ii) 5,331 shares held of record by Bernie Blegen and Judy Blegen, Co-Trustees of the Trust FBO Sarah Blegen, (iii) 5,331 shares held of record by Bernie Blegen and Judy Blegen, Co-Trustees of the Trust FBO Theodore Blegen, and (iv) 1,428 shares underlying RSUs scheduled to release within 60 days of the Record Date. (4)  Includes (i) 191,891 shares held of record by Deming Xiao, (ii) 455 shares owned by Julia Chu, Mr. Xiao’s wife, (iii) 3,391 shares held in the Christopher Xiao Trust, and (iv) 2,169 shares underlying RSUs scheduled to release within 60 days of the Record Date.   28 Table of Contents (2)  Includes (i) 500,204 shares held of record by Michael Hsing, (ii) 133,040 shares held of record by Michael Hsing, Trustee of the Michael Hsing 2004 Trust, (iii) 29,000 shares held of record by the Hsing Family Foundation, and (iv) 39,909 shares underlying RSUs scheduled to release within 60 days of April 19, 2016. (5)  Includes (i) 88,553 shares held of record by Maurice Sciammas, (ii) 23,015 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Sciammas Family Living Trust, (iii) 15,014 shares held of record by Maurice Sciammas, Trustee of the Grantor Retained Annuity Trusts FBO of Oski Crew, (iv) 15,014 shares held of record by Christina Sciammas, Trustee of the Grantor Retained Annuity Trusts FBO of Oski Crew, (v) 26,992 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Sciammas Family Trust, (vi) 5,000 shares held of record by Maurice Sciammas, Trustee of the Clement Sciammas Family Trust, (vii) 31,195 shares held of record by Maurice Sciammas and/or Christina Sciammas, trustees of various other trusts, none of which holds more than 5,000 shares individually, and (viii) 2,169 shares underlying RSUs scheduled to release within 60 days of the Record Date. (3)  Includes (i) 884,302 shares held of record by James C. Moyer, and (ii) 71,823 shares held in the Moyer Family Revocable Trust. (4)  Includes (i) 77,836 shares held of record by Maurice Sciammas, (ii) 15,246 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Sciammas Family Living Trust, and (iii) 11,948 shares underlying RSUs scheduled to release within 60 days of April 19, 2016. (5)  Includes (i) 6,172 shares owned by Julia Chu, Mr. Xiao’s wife, and (ii) 13,454 shares underlying RSUs scheduled to release within 60 days of April 19, 2016.   (6) Includes (i) 189,246 shares held of record by Saria Tseng, and (ii) 2,169 shares underlying RSUs scheduled to release within 60 days of the Record Date.   (7)  (6)  Includes 11,948 shares underlying RSUs scheduled to release within 60 days of April 19, 2016. (7)  Includes 3,981 shares held of record by Meera Rao. (8)  Includes 6,026Includes 793 shares held of record by Herbert Chang. (8) (9)  Includes 11,261 Includes 20,530 shares held of record by Eugen Elmiger. (9) Includes 29,884 shares held of record by Victor K. Lee. (10)  Includes (i) 20,615 shares held of record by Victor K. Lee, and (ii) 26,176 shares underlying stock options exercisable as of April 19, 2016. (10) Includes 1,595 shares held of record by Carintia Martinez.   (11) Includes (i) 3,450 shares held of record by James C. Moyer, Trustee of the Moyer Family Revocable Trust, (ii) 33,731 shares held of record by James C. Moyer, Trustee of the JCM Management Trust, (iii) 8,384 shares held in a joint tenancy with rights of survivorship account, and (iv) 4,000 shares held in a trust.   Includes (i) 20,815 shares held of record by Karan A. Smith Bogart, and (ii) 1,176 shares underlying stock options exercisable as of April 19, 2016. (12) Includes 235 shares held of record by Eileen Wynne. (12)  Includes 14,815 (13)  Includes 5,921 shares held of record by Jeff Zhou. (14) (13) As a group, includes (i) 27,352 shares underlying stock options exercisable as of April 19, 2016, and (ii) 77,259 shares underlying RSUs scheduled to release within 60 days of April 19, 2016. As a group, includes 14,985 shares underlying RSUs scheduled to release within 60 days of the Record Date. (15) Pursuant to a Schedule 13G/A filed with the SEC on February 13, 2024, the Vanguard Group beneficially owns 5,464,066 shares, and has shared voting power over 61,891 shares, sole dispositive power over 5,262,405 shares and shared dispositive power over 201,661 shares. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355. (14)  Pursuant to a Schedule 13G/A filed with the SEC on February 12, 2016, FMR LLC beneficially owns 4,139,254 shares, and has sole voting power over 1,937,216 shares and sole dispositive power over 4,139,254 (16)  Pursuant to a Schedule 13G/A filed with the SEC on January 24, 2024, BlackRock, Inc. beneficially owns 5,236,453 shares, and has sole voting power over 4,925,306 shares and sole dispositive power over 5,236,453 shares. BlackRock, Inc. lists its address as 50 Hudson Yards, New York, NY 10001. (17)  Pursuant to a Schedule 13G filed with the SEC on February 9, 2024, FMR LLC beneficially owns 2,528,118 shares, and has sole voting power over 2,416,006 shares and sole dispositive power over 2,528,118 shares. FMR LLC lists its address as 245 Summer Street, Boston, Massachusetts 02210.   Certain Relationships and Related Transactions We have a written policy on related party transactions, as defined in our Code of Ethics and Business Conduct and the Audit Committee Charter. In accordance with our Code of Ethics and Business Conduct, it is the responsibility of our employees and directors to disclose any significant financial interest in a transaction between us and a third party, including an indirect interest, through, for example, a relative or significant other. It is also the responsibility of our Audit Committee, as described in the Audit Committee Charter, to review on an ongoing basis all related party transactions and approve these transactions before they are entered into. In 2020, we made a CHF 3,000,000 equity investment (or $3,300,000 on the acquisition date) in a privately held Swiss company (the “Investee”) specializing in mobile robotics for industrial applications. The investment represented a 5% equity interest in the Investee on a fully diluted basis. In 2022, we made a CHF 2,000,000 investment (or $2,100,000 on the acquisition date) in a convertible loan that would convert into additional shares of the Investee. Mr. Elmiger is an executive officer of a company that has a commercial relationship with the Investee, and Mr. Hsing had personally invested CHF 2,700,000 in the Investee. In addition, Mr. Hsing served on the Investee’s board of directors. In 2023, we sold all our investments in the Investee for $7.4 million and recorded a gain of $1.4 million. Subsequent to the sale, we no longer have any business or financial relationships with the Investee. 29 Table of Contents NAMED EXECUTIVE OFFICER COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our compensation philosophy and programs, compensation decisions made under those programs, and factors considered in making these decisions for our “named executive officers” (“NEOs”) who, for 2023, were: (15)  Pursuant to a Schedule 13G/A filed with the SEC on January 26, 2016, BlackRock, Inc. beneficially owns 3,554,887 shares, and has sole voting power over 3,456,269 shares and sole dispositive power over 3,554,887 shares. BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055. ● Michael Hsing, Chairman of the Board, President and Chief Executive Officer; (16)  Pursuant to a Schedule 13G/A filed with the SEC on February 10, 2016, The Vanguard Group beneficially owns 2,731,287 shares, and has sole voting power over 85,499 shares, shared voting power over 2,200 shares, sole dispositive power over 2,645,888 shares and shared dispositive power over 85,399 shares. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvem, PA 19355. (17)  Pursuant to a Schedule 13G filed with the SEC on February 12, 2016, RS Investment Management Co. LLC beneficially owns 2,114,648 shares, and has sole voting power over 2,074,168 shares and sole dispositive power over 2,114,648 shares. RS Investment Management Co. LLC lists its address as One Bush Street, Suite 900, San Francisco, CA 94104. (18)  Represents ownership as of December 31, 2015 obtained from Schedule Form 13G and Schedule 13G/A filings. The ownership as of April 19, 2016 was not publicly available.   Section 16(a) Beneficial Ownership Reporting Compliance● Bernie Blegen, Executive Vice President, Chief Financial Officer;   Section 16(a) of the 1934 Act and regulations of the SEC thereunder require our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of initial ownership and changes in ownership with the SEC.  Based solely on our review of copies of such forms received by us, or on written representations from certain reporting persons that no other reports were required for such persons, we believe that, during 2015, all of the Section 16(a) filing requirements applicable to our executive officers, directors and 10% stockholders were complied with.● Certain Relationships and Related Transactions We have a written policy on related party transactions, as defined in our Code of Ethics and Business Conduct and the Audit Committee Charter. In accordance with our Code of Ethics and Business Conduct, it is the responsibility of our employees and directors to disclose any significant financial interest in a transaction between us and a third party, including an indirect interest, through, for example, a relative or significant other. It is also the responsibility of our Audit Committee, as described in the Audit Committee Charter, to review on an ongoing basis all related party transactions and approve these transactions before they are entered into. Mr. Deming Xiao, is a named executive officer of MPS. Mr. Xiao’s spouse, Julia Chu, is employed by MPS as Director of Quality Improvement and Failure Analysis. In 2015, Ms. Chu received a base salary of $88,000 as a part-time employee and a non-equity incentive award of $29,000. In 2015, Ms. Chu was granted 569 shares of RSUs, which were approved by the Compensation Committee and had a grant date fair value of $28,000. EXECUTIVE OFFICER COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our compensation philosophy and programs, compensation decisions made under those programs, and factors considered in making these decisions for our “named executive officers” (“NEOs”) who, for 2015, were: ● Michael R. Hsing, Chief Executive Officer, President and Chairman of the Board; ● Meera Rao, Chief Financial Officer (1); ● Deming Xiao, President of AsiaExecutive Vice President, Global Operations;   ● Maurice Sciammas, Senior ● Maurice Sciammas, Executive Vice President, Worldwide Sales and Marketing; and   ● Saria Tseng, Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary. _____________ (1) Ms. Rao retired from MPS effective March 31, 2016. Mr. Bernie Blegen, our Corporate Controller, serves as our interim Chief Financial Officer until a successor is found. Ms. Rao remains available in an advisory capacity until the transition is complete. All of Ms. Rao’s unvested equity awards were cancelled on March 31, 2016. For further information regarding our NEOs’ professional background, please refer to the section “Executive Officers of the Registrant”under Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016. For further information regarding each NEO’s professional background, please refer to “Information About Executive Officers” under Item 1 of our 2023 Annual Report.   Executive Summary   Financial and Business Performance Highlights: The Compensation PhilosophyCommittee has focused our executives on accountability in revenue, operating income and earnings, as well as maximizing stockholder return through the structure of our executive compensation program. In 2023, despite the continued global economic uncertainty, MPS achieved record revenue of $1.8 billion. This was our 12th consecutive year of revenue growth. Our revenue grew 1.5% from the prior year, compared with the analog industry’s 9% decrease reported by the Semiconductor Industry Association (“SIA”). Our financial results are summarized as follows (in millions, except per-share amounts and percentages):     GAAP     Non-GAAP (1)       FY 2023 ($)     FY 2022 ($)     Change     FY 2023 ($)     FY 2022 ($)     Change   Revenue     1,821.1       1,794.1       1.5 %     1,821.1       1,794.1       1.5 % Operating income     481.7       526.8       (8.6 )%     641.1       680.9       (5.8 )% Net income     427.4       437.7       (2.4 )%     574.6       599.9       (4.2 )% Diluted EPS     8.76       9.05       (3.2 )%     11.78       12.41       (5.1 )% (1) The reconciliation of the GAAP financial measures to the non-GAAP financial measures and related disclosures are provided in Annexure A. In 2023, we continued to execute our long-term strategy by bringing innovative new products to market, expanding design wins across our broad base of customers and diversifying our operations, some of which are highlighted below: ● Our integrated power management solutions for artificial intelligence enabled our customers to unlock previously untapped opportunities for innovation and growth. ● We created new automotive content, powering the ramp of autonomous driving, the digital cockpit and lighting systems for both conventional and electric vehicles. ● We continued to diversify our global research and development footprint with further expansion of our engineering centers in Europe and Taiwan. ● We continued to diversify our global manufacturing footprint with the qualification of multiple new fabs and packaging partners in Taiwan, Singapore and Malaysia. 30 Table of Contents Cash Dividends and Stock Repurchases: Due to our continued strong performance, we have increased the amount of our dividends paid to stockholders over the last few years. The following table summarizes our cash dividend payments to our stockholders in the past three years (in thousands, except per-share amounts):     FY 2023 ($)     FY 2022 ($)     FY 2021 ($)   Dividend per share     4.00       3.00       2.40   Total cash dividend payments     190,642       140,337       110,206   In February 2024, the Board approved an increase in our quarterly cash dividends to $1.25 per share. In October 2023, the Board approved a stock repurchase program authorizing us to repurchase up to $640 million in the aggregate of our Common Stock through October 2026. We repurchased approximately 7,000 shares of our Common Stock for an aggregate purchase price of $3.7 million in 2023. Total Stockholder Return (“TSR”): Our one-year and three-year TSR outperformed our peer group, the PHLX Semiconductor Sector Index (the “PHLX Index”) and the S&P 500 Index: (1) Represents our 2023 peer group approved by the Compensation Committee. See “Peer Group and Use of Peer Data” for further discussion. 31 Table of Contents Market Capitalization: Our strong financial performance in the past several years has translated to a significant increase in our market capitalization, surpassing $30 billion for the first time in 2023. The following chart illustrates Mr. Hsing’s compensation (as reported in the 2023 Summary Compensation Table) compared to our market capitalization in the past three years:  Compensation Philosophy:   The primary objective in designing our compensation program for our NEOs is the same as setting the primary objective for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have designed and implemented our compensation programs for our NEOs to:   ● motivateMotivate and reward them for sustained financial and operating performance and leadership excellence;   ● alignAlign their interests with those of our stockholders;   ● encourageEncourage our NEOs to focus on achieving both short-term goals as well as long-term developmental goals; and   ● encourageEncourage our NEOs to remain with us for long and productive careers.   Each one of our executive compensation elements fulfills one or more of our performance, alignment and retention objectives. These elements primarily consist of salary, long-term equity awards and short-term cash incentive compensation, as well as severance benefits and broad-based employee benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. We believe that maintaining a balance of short-term and long-term compensation elements encourages decision-making that optimizes short-term results and, at the same time, advances our long-term goals. We combine the compensation elements for each NEO in a manner we believe optimizes the executive’s overall contribution to us and our stockholders.   InOur Compensation Practices Are Built on Stockholder Feedback and Requests: At the 20142023 Annual Meeting of Stockholders, we received approximately 90% of the votes cast by 95%57% advisory approval of our stockholders were in favor of our executive compensation program, and inNEOs’ compensation. At the 20152022 Annual Meeting of Stockholders, we received approximately 99% of the votes cast by 94%72% advisory approval of our stockholders were in favorNEOs’ compensation. At the 2021 Annual Meeting of Stockholders, we received approximately 88% advisory approval of our executive compensation program.NEOs’ compensation. While these say-on-pay votes are only advisory and not binding on us, the Board and the Compensation Committee discussdiscusses the vote results each year with our independent compensation consultant. Our Compensation Practices Are Built on Stockholder Feedbackconsultant and Requeststhe Board.   Our management team continued the practice of reaching out to our most significant stockholders from time to time to discuss how those stockholders view our executive compensation program, and what kind of changes they would like to see implemented in future years. As a result, whileMany of our stockholders were pleased with our strong financial performance and execution, as well as the Board andprogress we have made on our ESG program which demonstrates our commitment to environmental issues. Based on the most recent feedback we have received from our stockholders, the Compensation Committee decidedmade the following significant changes to maintain the general framework of our executive compensation program in 2015 and 2016, they also made important adjustments, including extendingprogram: ● Performance Period. We extended the performance period of the 2023 equity compensation program from two years to three years.  ● Peer Group. We removed certain semiconductor companies with a market capitalization greater than $100 billion from our peer group starting in 2024. ● Mid-Cycle Changes to Performance Metrics. The Compensation Committee recognized that the changes in 2023 was a one-time event in order to make the performance conditions more rigorous due to macroeconomic conditions. In general, the Compensation Committee does not make mid-cycle changes but for extraordinary circumstances. ● Decrease in Target Opportunity.  The Compensation Committee conducted a comprehensive analysis of the executive compensation program during our annual review cycle in February 2024 and lowered the target opportunity from 200% to 150% for the 2024 short-term cash incentive plan. 32 Table of Contents See “Stockholder Engagement” for further discussion. In the time-based vesting period for our equity awards, decreasing the portion of our equity compensation awards that can be earned solely based on continued service, and adopting an additional market-based performance stock unit program that focuses on stock price performance and operational metrics over the next four years. Since 2012,past several years, we have continued to work to improve our executive compensation policies and programs, incorporating the suggestions of our stockholders. We believe these improvements, as highlighted below, have supported our financial and strategic successes in the last several years. 1. A significant portion of our NEOs’ payout opportunity is at risk, which clearly demonstrates the direct link between pay and performance. Our success is built on a strong pay-for-performance culture within our entire organization, including among our rank-and-file employees in addition to our CEO and other NEOs. The Compensation Committee believes that a performance-based compensation program based on a small guaranteed pay and a significant upside for our executives and employees provides strong incentives that will generate more robust returns to our stockholders than more traditional compensation packages.   For 2023, a small portion of the total compensation packages for the NEOs was a guaranteed component, consisting of base salary that was among the lowest in the semiconductor industry. The remaining target compensation, consisting of short-term cash incentives and long-term equity incentive awards, is at risk and directly linked to performance, as outlined in the graphs below: In order to earn the maximum payout for the at-risk awards, the NEOs must exceed targeted performance. In 2023, the total compensation for the NEOs were significantly lower (by as much as 33%) compared to the prior year primarily because the maximum non-GAAP operating income goals were not achieved under the short-term incentive plan, which resulted in a payout that was well below the maximum payout opportunity. See “Analysis of 2023 Compensation Elements” for further discussion. We believe this pay structure is a more responsible approach because it focuses on performance and accountability. In the years when the NEOs earned the maximum payout, we also achieved significant business growth and outperformed the market and our peers. In the years when we did not meet the rigorous performance goals, the NEOs were not able to earn the maximum payout. This compensation philosophy fully demonstrates a direct correlation between performance and pay.   1. 2. Commitment to performance-basedshort-term cash incentives and long-term equity awards and cash incentivesusing different performance metrics, and alignment of executive compensation with stockholder interests. A. In 2015, we granted performance-based equity awards based on achievement of an average revenue growth rate as measured against the analog industry’s average revenue growth rate over the two-year performance period of 2015 and 2016. In addition, based on our investor feedback, we granted special market and performance-based equity awards using a combination of stock price performance and achievement of long-term operating goals over a four-year period. Approximately 80% of the total equity awards granted to our NEOs were tied to relative revenue growth, stockholder return performance and achievement of operational metrics. In 2015, 92% - 94% of the cash incentives earned by the NEOs was tied to specific, pre-established operating income metrics. In 2016, 100% of the equity compensation awards granted to our NEOs at the start of the year are tied to the achievement of performance criteria. B. Our executive compensation program is designed to align our executives’ long-term interests to those of our stockholders. For example, in 2013, we granted market-based stock units to our NEOs that contained price hurdles requiring sustained increases in our stock price of 26% to 80% for the NEOs to be eligible to vest in those units, combined with time-based vesting through 2023, so that the value of this equity compensation depends on long-term sustained stock price performance. In addition, since 2014, we have granted performance-based stock units to our NEOs that require significant outperformance against our peers in sustained revenue growth. We believe the significant increase in our stock price and year-over-year outperformance in revenue growth in 2014 and 2015 demonstrate the effectiveness of our performance-based compensation program in motivating our NEOs to build a sustainable business model and to focus on long-term value creation for our stockholders. Stock Performance: Our one-year total stockholder return was approximately 30% and our three-year total stockholder return was approximately 190%. Over both of those periods, our total stockholder return has outperformed our peer group and the PHLX Semiconductor Sector Index, as shown in the graphs below: _________________ (1) Represents our 2015 peer group approved by the Compensation Committee in February 2015. See the section “Peer Group and Use of Peer Data for 2015”for further discussion.   Market Capitalization: Our strong financial performance in the past several years has led to a significant increase in our market capitalization, surpassing $1 billion in 2013 for the first time in our history and reaching $2 billion in 2015. Because a portion of our NEOs’ total target compensation has been in the form of equity compensation which contains stock price performance components, the value of our NEOs’ compensation is closely tied to our market performance. The following table illustrates the increase in our market capitalization compared to our CEO’s compensation in the past three years:  2. Capping payouts under our non-equity incentive plans. Since 2014, our Compensation Committee has capped maximum payouts under our annual non-equity incentive plans at 250% of target for the CEO and 175% of target for the remaining NEOs. 3. Selection of performance goals. In the past several years, our stockholders indicatedexpressed a preference for the use of different performance metrics across plans, soour plans. In determining performance metrics, our Compensation Committee selected those that not all performance-based plans relied on the same metric. In addition, our stockholders told us they wanted to seehave a greater connection betweento financial and stock price performance and executive compensation.performance. Therefore, we use non-GAAP operating income for our short-term cash incentive plan, and, to balance that metric, a mix of revenue stock price performance and operating goals for our long-term performance equity incentive plan. By using a non-GAAP operating income metric in our short-term incentive plan and various performance and stock price appreciation metrics in our long-term incentive plan, we can reward our executives for achieving our short-term financial objectives while at the same time planning for long-term growth, without encouraging excessive risk taking.   In 2023, 100% of the annual cash incentives earned by the NEOs continued to be tied to specific, pre-established non-GAAP operating income metrics, and 100% of the total equity awards (in the form of performance-based restricted stock units) granted to our NEOs were tied to the following performance conditions: (a) achievement of an average revenue growth rate as measured against the analog industry’s average revenue growth rate over a three-year performance period, and (b) securing additional manufacturing capacity outside of China to support our long-term supply chain strategy over a three-year performance period. No equity awards were granted to the NEOs that vest solely based on continued service. 33 Table of Contents The following tablegraph shows the three-year history of our performance in revenue, GAAP operating income and non-GAAP operating income, which demonstrates a balance of our overall financial health, compared to our CEO’s total compensation.  compensation (as reported in the 2023 Summary Compensation Table). ______________ (1) The reconciliation of the GAAP operating income to the non-GAAP operating income and related disclosures are provided in Annexure A. We believe our cumulative TSR performance over the past ten years, as illustrated below, demonstrate the effectiveness of our performance-based compensation program in motivating our NEOs to build a sustainable business model and to focus on long-term value creation for our stockholders.   3. Capping payouts under our non-equity incentive plans.   ____________________ (1) The reconciliation of the GAAP operating income to the non-GAAP operating income and related disclosures are provided in Annexure A. Our Compensation Committee has capped maximum cash payouts under our annual non-equity incentive plans at 400% of target for all of the NEOs.   34 Table of Contents   4. Clawback policypolicy.. In 2011, we heard investors tell us that compensation recovery policies, or clawbacks, were a best practice and should be adopted. In February 2012, weOctober 2023, the Board adopted ourthe Compensation Recoupment Policy which permitsto comply with Section 10D of the Board to recoup any excess performance-based cash compensation paid to key members of our executive team ifExchange Act and the financial results on which the performance-based compensation awards were based are restated due to fraud or intentional misconductNASDAQ listing standards as mandated by the executive.  Dodd-Frank Act. The policy provides for the recovery, in the event of a required accounting restatement, of certain variable incentive-based cash and equity compensation received by current or former executive officers (within the meaning of Rule 16a-1(f) under the Exchange Act, and including our NEOs) that is based on erroneously reported financial information during a three-year recovery period preceding a financial restatement, subject to limited exceptions, to the extent that such payments exceed the amount of performance-based incentive compensation that would have been received by such executive officers during such period had they been determined based on the relevant restated amounts. The recovery of incentive-based compensation is required regardless of whether the executive officer engaged in any misconduct or was at fault for the restatement. A copy of the policy is filed as Exhibit 97.1 to our 2023 Annual Report.   5. Stock ownership guidelinesguidelines.. In 2011, we heard investors tell us that board members and officers shouldWe have ownership interests that are aligned with stockholders, and encouraged us to adopt stock ownership guidelines. In 2012, we adopted significant stock ownership guidelines for our officersNEOs and directors, requiring ownership levels by our officers of two to five times oftheir base salary, and by our directors of two times of annual retainer. In 2016, we amended the stock ownership guideline by increasing the required levels for our directors from two times to three times oftheir annual retainer.   6. Tax gross upsgross-ups.. Since 2008, we have not adopted any new employment agreements (or modified any existing employment agreements) to provide for tax gross-ups to our officers.   7. Responsible share ownershipownership.. We have adopted a policy prohibiting our directors, and officers (including our NEOs), and other employees from engaging in certain hedging and monetization transactions with respect to our securitiesstock that they hold without prior Board approval.approval by our Chief Compliance Officer. The policy also prohibits our directors and officers (including our NEOs) from engaging in any short sales of our securities.stock. In addition, our directors and officers are prohibited at all times from holding our stock in a margin account and from pledging our stock as collateral.   In short, we regularlyWe routinely engage with our stockholders to exchange ideas on our existing executive compensation programs and potential future programs. We listen to their feedback and carefully consider it. Our engagement with stockholders does not begin and end with the “say-on-pay”say-on-pay vote – that vote is just one part of a larger dialogue and partnership we have with our investors.   2015 Financial and Business Performance Highlights As noted above, the Compensation Committee has focused our executives on accountability in revenue, operating income and earnings and maximizing stockholder return through the structure of our executive compensation program. We believe our 2015 financial results on a non-GAAP basis show the benefit of these compensation decisions. Our financial results are summarized as follows (in millions, except per share amounts and percentages):     GAAP     Non-GAAP       2014     2015     Change     2014     2015     Change   Revenue   $ 282.5     $ 333.1       18 %   $ 282.5     $ 333.1       18 % Operating income (1)(2)   $ 35.3     $ 41.1       16 %   $ 70.1     $ 81.7       17 % Net income (1)(2)   $ 35.5     $ 35.2       (1 )%   $ 65.8     $ 77.2       17 % Diluted EPS (1)(2)   $ 0.89     $ 0.86       (3 )%   $ 1.65     $ 1.89       15 % _______________ (1) The GAAP and non-GAAP financial results in 2014 included a one-time income of $9.5 million related to the resolution of a patent litigation judgment. See Note 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016, for further discussion. (2) The reconciliation of the GAAP financial measures to the non-GAAP financial measures and related disclosures are provided in Annexure A. Our revenue growth rate of 18% in 2015 outperformed the analog industry’s 2% growth rate determined by the Semiconductor Industry Association (the “SIA”). Our targeted market segment performance in 2015 is summarized as follows: ● Industrial sales grew 35% from prior year fueled by product sales for applications in automotive, smart meters, security and power sources. ● Consumer sales grew 18% from prior year driven by high-value consumer applications such as battery management, home appliances, gaming and LED lighting. ● Storage and computing sales grew 23% from prior year due to growth in cloud computing, high-end personal computers and storage networks. Stock Buyback: In 2015, we repurchased 645,000 shares of our Common Stock for a total of $32.3 million. In February 2016, the Board approved a new stock repurchase program that authorizes us to repurchase up to $50 million of our Common Stock through December 31, 2016. Cash Dividends: In 2015, we increased our quarterly dividend rate to $0.20 per common share from $0.15 per common share in 2014, which represents a 33% increase. In 2015, we paid approximately $30.0 million of cash dividends to our stockholders. The Roles of the Compensation Committee and Our Officers in Setting Compensation   The Compensation Committee, which is comprised solely of independent directors, has primary responsibility for overseeing the design, development and implementation of the compensation program for our CEO and other NEOs. The Compensation Committee Charter, which is available in the “Investor Relations” “Investor Relations”section of our website at http://www.monolithicpower.com, was originally adopted on October 26,in 2007, and is updated periodically. Pursuant to the Compensation Committee Charter, the Compensation Committee reviews and approves the compensation arrangements for our NEOs, including the CEO, and administers our equity compensation plans. The Compensation Committee meets on no less thanat least once a quarterly basis.quarter.  In 2015,2023, the Compensation Committee met sixfour times.   The Compensation Committee reviews the performance of each officer taking into account the evaluations provided by the CEO for all officers other than himself. The Compensation Committee makes the final determination of performance achievement for each officer. The CEO, Chief Financial Officer and General Counsel present information to the Compensation Committee as requested from time to time, including financial results, future budget information, business operations and legal developments. The Compensation Committee regularly meets in closed sessions without the CEO or other management personnel present. Our officers also provide information to the Compensation Committee’s independent compensation consultant, if requested to do so, to help the consultant perform its duties for the Compensation Committee. Our officers are responsible for implementing the decisions made by the Compensation Committee.   Independent Compensation ConsultantsConsultant   In 2015,2023, the Compensation Committee again engaged Meyercord & Associates and Radford an Aon Hewitt company, as the independent compensation consultantsconsultant with respect to our non-employee director and executive compensation programs. Both firmsRadford did not perform any other work for us. In 2015,2023, the Compensation Committee assessed the independence of both firmsRadford pursuant to SEC rules and concluded that no conflict of interest exists that would prevent them from serving as independent consultantsconsultant to the Compensation Committee for 2015.Committee. 35 Table of Contents   In 2015,2023, the Compensation Committee requested and received the following services from Meyercord & Associates and/or Radford: (1) updates on evolving compensation trends, (2) recommendations for additions or deletions to the peer group used for 2015,2023, (3) compensation data for officers and directors (gathered from public filings for our peers and broader surveys), and (4) general advice on analyzing and responding to stockholder feedback on our compensation programs.     Peer Group and Use of Peer Data   In February 2023, the Compensation Committee reviewed recommendations made by our independent compensation consultant and selected a peer group of companies in the semiconductor and similar industries with revenue approximately ranging from 50% to 300% of our revenue for the most recent four quarters. In addition, the Compensation Committee selected large cap semiconductor companies that have a similar growth profile and are the key competitors for talent, and companies in the semiconductor and electronic component industries based on the recommendation by Institutional Shareholder Services, Inc., a proxy advisory firm. The 2023 peer group consisted of the following companies, which did not change from 2022:  Advanced Micro Devices, Inc. Micron Technology, Inc. Silicon Laboratories, Inc. Ambarella, Inc. NVIDIA Corporation Skyworks Solutions, Inc. Analog Devices, Inc.  ON Semiconductor Corporation Synaptics Incorporated Applied Materials, Inc. Power Integrations, Inc. Teradyne, Inc. Cirrus Logic, Inc. Qorvo, Inc. Texas Instruments Incorporated Coherent, Inc. Rambus Inc. Universal Display Corporation MKS Instruments, Inc. Semtech Corporation Wolfspeed, Inc. In February 2024, based on the feedback received from our stockholders, the Compensation Committee removed the following semiconductor companies with market capitalization greater than $100 billion from our peer group: Advanced Micro Devices, Inc., Applied Materials, Inc. and NVIDIA Corporation. ExecutiveNEO Compensation Components   The table below summarizes the core elements, objectives and key features of our 20152023 compensation program for our NEOs:   Compensation Components Objectives Key Features Base salary Designed to reward individual effort associated ● Paid in cash. with job-related duties and to attract and retain talented executive officers. ● Paid in cash. ● Reviewed annually. Short-term cash incentive compensation Designed to encourage outstanding company performance by motivating the NEOs to achieve short-term financial goals. ● Paid in cash. ● Reviewed annually.   talented executive officers. ● Peer data used as reference. Short-term cash Designed100% of the compensation is subject to encourage outstanding individual and ● Paid in cash. incentive compensation MPSfinancial performance by motivating the NEOs to ● Weighting between individual andgoals.   achieve short-term financial and individual goals.● corporate goals reflects the scopePayouts capped at 400% of target. each NEO’s role.   ● Subject to clawback policy. Long-term equity incentive compensation Designed to align the interests of our executives ● Consists of time-based RSUs, RSUs compensation NEOs with the interests of theour stockholders by focusing on our long-term financial and business performance. ● with performance conditions, and Reviewed annually.   on our long-term● 100% of the awards is subject to revenue growth compared to the RSUs containing both performanceand operational goals.   industry, long-term stock price appreciation and● and market conditions.Maximum payouts at 500% of target.   achievement of operating goals. ● Approximately 80% of total targetSubject to clawback policy. Dividend equivalents award size is subject to achieving performance and market-based metrics. ● Size of award is a multiple of target cash compensation. Cash dividend equivalents Designed to treat equity award holders equally with ● Paid in cash and equal to the stockholders under our dividend program. ● Paid in cash.   ● Equal to the dividend declared and paid on a share of Common Stock.   ● Accumulate during the vesting period of the underlying equity awards.   ● Subject to forfeiture if the underlying equity awards do not vest.   36 Table of Contents Peer Group and UseAnalysis of Peer Data for 20152023 Compensation Elements   In February 2015, Meyercord & Associates reviewed the peer group of companies selected by the Compensation Committee and recommended that the industry peer group continue to be determined by reference to publicly traded companies in the semiconductor industry with revenue primarily between 50% and 200% of our revenue for the most recent four quarters.  In addition, Meyercord & Associates took into account that the market capitalization should be in similar range of us primarily from 50% to 200%. Guided by this set of parameters, and taking into account the recommendations of management, Meyercord & Associates proposed the following peer group, which the Compensation Committee approved as presented.  The peer group consisted of the following companies: Applied Micro Circuits Corporation Mellanox Technologies, Ltd. (1) Cavium, Inc. Microsemi Corporation Cirrus Logic, Inc. PMC-Sierra, Inc. (2) Entropic Communications, Inc. (2) Power Integrations, Inc. Exar Corporation QLogic Corp. (1) Integrated Device Technology, Inc. Semtech Corporation Intersil Corporation  Silicon Laboratories, Inc.  Lattice Semiconductor Corporation (1) Tessera Technologies, Inc. ____________________ (1) New in February 2015. (2) These companies were acquired subsequent to February 2015. The following companies were removed from the peer group in February 2015 because these companies ceased to fit within the desired parameters or have been acquired: Hittite Microwave Corporation, International Rectifier Corporation, and RF Micro Devices, Inc. Analysis of 2015 Compensation ElementsBase Salaries:   Base Salaries.We provide base salary as a stable source of compensation for theour NEOs’ day-to-day duties, and seek to set base salaries at levels that will attract and retain talented executive officers. To attract and retain talent, we have to understand the levels of salary offered by our peers. Accordingly, ourThe Compensation Committee considers peer data as one key factor in reviewing base salary each year. OurThe Compensation Committee also considers each individual executive’s role and the scope of his or her responsibilities, the executive’s experience, his or her tenure with us, and size of recent salary changes. For 2015, our2023, the Compensation Committee considered all of these factors and approved the following salaries for our NEOs:   NEOs   2014     2015     Change   Name   FY 2023 ($)     FY 2022 ($)     Change   Michael Hsing   $ 600,000     $ 600,000       0 %   831,600     756,000     10 % Meera Rao   $ 280,000     $ 310,000       11 % Bernie Blegen   404,300     367,500     10 % Deming Xiao   $ 340,000     $ 340,000       0 %   438,900     399,000     10 % Maurice Sciammas   $ 300,000     $ 340,000       13 %   438,900     399,000     10 % Saria Tseng   $ 300,000     $ 340,000       13 %   438,900     399,000     10 %   In 2015,2023, the Compensation Committee approved an increase of Ms. Rao, Mr. Sciammas and Ms. Tseng’s base salaries to better align their pay with increased responsibilities, given that thein base salaries for Mr. Sciammasour NEOs to account for inflation adjustments and Ms. Tseng had not been increased inbetter align the last six and three years, respectively. amounts with the pay practices of our peer group.   Short-Term Cash Incentive Compensation.  Compensation: We provide a short-term cash incentive opportunity to each of our NEOs to encourage them to achieve our corporate short-term operating income goals as well as individual management business objectives within their area of expertise and role. Consistent with 2014, thegoals. The Compensation Committee used non-GAAP operating income as the sole corporate performance metric in 2015 for determining the company performance element of the short-term cash incentive (or bonus) compensation. The Compensation Committee believed that non-GAAP operating income would best reflect our short-term performance. Please refer toSee Annexure A fora reconciliation of the GAAP operating income to the non-GAAP operating income and related disclosures.used in the short-term cash incentive plan.   Our CEO’s target bonus was 100% of his annual base salary, and 100% of his bonus was tied to the achievement of the corporate performance metric due to the importance of his role in achieving this goal.  The remaining NEOs’ target bonus was 80% of their annual base salary, with 50% of their target bonus tied to the achievement of the corporate performance metric and the other 50% tied to their individual performance as determined at the end of 2015 in the judgment of the Compensation Committee after consultation with the CEO. For the individual performance component, an NEO could earn a maximum of 100% of the target bonus. For the corporate performance metric, achievement ofshort-term cash incentives were tied to a specific, pre-established non-GAAP operating income determinedmetric for all the maximum award size thatNEOs. The target bonus for each executive could earn, with achievementNEO was 200% of 120% of the non-GAAP operating income target resulting in the maximum 250% award level, achievement of 100% of the non-GAAP operating income target resulting in the 100% award level, and performance athis or below 80% of the non-GAAP operating income target resulting in no bonus being earned.her annual base salary. For 2015,2023, our non-GAAP operating income target was $66.4$660.3 million as established in the annual operating plan approved by the Board. Achievement of 120% or more of the non-GAAP operating income target would result in a maximum 400% payout of the target bonus for each NEO, achievement of 100% of the non-GAAP operating income target would result in a 100% target bonus payout, and performance below 80% of the non-GAAP operating income target would result in no bonus payout. For performance withinbetween the minimum, target and maximum and threshold range,levels, the percentage achievementof payout would be determined based on a linear interpolation.   For 2015,2023, we achieved non-GAAP operating income of $648.0 million (see Annexure A), which exceeded 120%resulted in a payout of 90.7% of the target resulting in the achievement of the maximum 250% payout for the corporate performance metricbonus for each NEO.  In addition, our Compensation Committee reviewed the NEOs’ individual performance based on the CEO’s feedback as well as our operational and financial performance in a holistic manner and determined the level of achievement was 100%. The following table summarizes the 2023 bonus payout approved by the Compensation Committee for each of our NEOs:   NEOs   Target     Achieved     Bonus Amount         Name   Minimum ($)     Target ($)     Maximum ($)     Earned ($)   Michael Hsing   $ 600,000     $ 1,500,000     -     1,663,200     6,652,800     1,508,805   Meera Rao   $ 248,000     $ 434,000   Bernie Blegen   -     808,600     3,234,400     733,537   Deming Xiao   $ 272,000     $ 476,000     -     877,800     3,511,200     796,314   Maurice Sciammas   $ 272,000     $ 476,000     -     877,800     3,511,200     796,314   Saria Tseng   $ 272,000     $ 476,000     -     877,800     3,511,200     796,314     Furthermore, after determining the performance under our short-term cash incentive program, our Compensation Committee reflected on the overall company performance in 2015, including revenue, earnings and stock price appreciation in addition to non-GAAP operating income. In recognition of MPS’s exceptional performance beyond the maximum target that was set initially in 2015, the Compensation Committee decided to use its authority to approve a discretionary cash bonus equal to 15% of the target bonus, which was the maximum payout guideline for the discretionary bonus under the plan, to each NEO, ranging from $37,000 to $90,000. Long-Term Equity Incentive Compensation.Compensation: We provide long-term equity compensation awards to reward and retain our valued executives, to help us effectively compete for executives who can strategically position us for future growth and financial success, and to encourage our executives to focus on achieving long-term development goals for the future.   In determining the number of RSUsshares subject to long-term equity compensation awards granted to each of the NEOs, the Compensation Committee establishes the aggregatea value of RSUs to be granted assuch awards, which represents a multiple of each NEO’s target cash compensation. The Compensation Committee believes these multiples properly reflect the relative position and responsibility of each NEO as well as the officer’s ability to develop the vision for the future of MPS, drive the strategy to obtain such vision, and affecteffect certain cost savings for us.   Over the past several years, weWe have regularly engaged with our stockholders to take into accountfor their opinions in setting performance metrics. In response to their recommendations, we have significantly increased the executive equity awards that are tied to performance from 50% in 2012 to over 80% in 2015, and 100% beginning in 2016. In February 2015, the Board granted a target dollar amount of long-term equity compensation awards comprised of RSUs based on a three-year continued service requirement (“Time-Based RSUs”) and RSUs with performance conditionsbased on revenue achievement as measured against the performance of the analog industry over a two-year period, with a total vesting period of four years (“PSUs”).  Time-Based RSUs comprised 25% of the target value of awards, and PSUs comprised the remaining 75% of the target value of such awards.  In December 2015, the Board granted an additional award opportunity as RSUs with market and performance conditions based on the achievement of stock price targets and operating goals over a four-year period (“MPSUs”). The following table summarizes the target number of Time-Based RSUs, PSUs and MPSUs granted to our NEOs in 2015:     Time-Based RSUs     PSUs     MPSUs                   NEOs   Target Number of Shares     Percentage of Total Awards     Target Number of Shares     Percentage of Total Awards     Target Number of Shares     Percentage of Total Awards     Total Target Awards     Total Target Value   Michael Hsing     26,581       20 %     79,745       59 %     27,749       21 %     134,075     $ 6,359,128   Meera Rao     6,439       17 %     19,317       50 %     12,613       33 %     38,369     $ 1,794,985   Deming Xiao     8,071       17 %     24,213       51 %     15,136       32 %     47,420     $ 2,220,816   Maurice Sciammas     8,071       17 %     24,213       51 %     15,136       32 %     47,420     $ 2,220,816   Saria Tseng     8,071       17 %     24,213       51 %     15,136       32 %     47,420     $ 2,220,816   Time-Based RSUs: In 2015, in response to investor feedback, the Compensation Committee lengthened the vesting period of the Time-Based RSUs from two years to three years, subject to continued employment on each vesting date. We provide these Time-Based RSUs as a relatively small portion of the overall equity compensation package to attract and retain executives, consistent with the market practices of our peers, and to provide for some consistency and stability in the total compensation package, given the extent to which the vast majority of the executive’s pay is subject to performance conditions. In February 2016, to further alignbelieves that the NEOs’ long-term incentive compensation with our performanceshould be in the form of equity and stockholders’ interests, the Compensation Committee decided that 100% of the equity compensation awards granted to our NEOs in 2023 should vest based on the first quarterachievement of 2016 will be tiedperformance-based criteria. No equity awards were granted to our NEOs in 2023 that would vest solely based on continued service. 37 Table of Contents A Balanced Approach to Our Equity Compensation Program The Compensation Committee is committed to establishing a balanced equity compensation program with different performance objectives and a long-term performance period. When designing the annual executive equity compensation program, the Compensation Committee is guided by the following three key principles that promote the best interests of both MPS and its stockholders: ● There is appropriate pay-for-performance alignment. ● The performance goals must be rigorous. ● The program requires substantial stockholder value creation. In February 2023, the Compensation Committee granted performance-based RSUs (“PSUs”) to each NEO that are subject to the achievement of two performance criteria.conditions: (i) our revenue growth rate compared against the analog industry during a three-year (2023 to 2025) performance period and (ii) increase in our manufacturing capacity outside of China to support our supply chain strategy over the same three-year period. The following table summarizes the number of shares subject to the 2023 PSUs that can be earned by the NEOs at the minimum, target and maximum performance levels, subject to the criteria described below. The number of shares earned will be linearly interpolated for actual achievement between the minimum, target and maximum performance levels.       Number of Shares     Maximum Earn-Out Components   Name   Minimum (#)     Target (#)     Maximum (#)     Revenue Goal (#)     Manufacturing Diversification Goal (#)   Michael Hsing     -       27,365       136,825       82,095       54,730   Bernie Blegen     -       7,749       38,745       23,247       15,498   Deming Xiao     -       11,434       57,170       34,302       22,868   Maurice Sciammas     -       11,434       57,170       34,302       22,868   Saria Tseng     -       11,434       57,170       34,302       22,868   PSUs: In February 2015,The PSUs contained a purchase price feature, which required the Compensation Committee set a two-year (2015 and 2016) revenue performance period asNEOs to pay MPS $30 per share upon vesting of the basis to grant each NEO ashares. The target number of RSUs. Theshares granted to each NEO was determined based on the target compensation value for such PSUs, divided by our closing stock price on the date of grant less the purchase price. This $30 purchase price requirement would be deemed satisfied and waived if the closing stock price on the last trading day of the performance period is $30 higher than the closing stock price on the date of grant.  First Performance Condition - Revenue Goal For 2023, the number of sharesPSUs that can ultimately be earned at the end of the three-year performance period in 2016on December 31, 2025, is based on theMPS’s average two-yearthree-year (2023 to 2025) revenue growth rate as measured against the average two-yearthree-year revenue growth rate for the analog industry published by the SIA. Taking into account of the semiconductor industry’s cyclical nature and stockholders’ feedback, the Compensation Committee determined that three years is the most optimal performance period for the revenue-based PSU awards. A revenue-based performance period that is longer than three years makes it impractical for the Compensation Committee to determine appropriate performance goals due to the volatility from macroeconomic and industry-specific conditions. In selecting the minimum, target and maximum performance levels, the Compensation Committee carefully considered our historical and projected performance and the fundamentals of the analog industry at that time. The Compensation Committee took into account SIA’s projections which are updated twice a year in May and November, for the anticipated revenue growth in the analog industry for the two-yearthree-year performance period. Instead of benchmarking against the broad semiconductor sector, the Compensation Committee elected to focus solely on the analog industry in setting the performance objectives, which are measured against our closest and most relevant peers within the semiconductor sector. In addition, the Compensation Committee chose the revenue projections reported by SIA as athe baseline because the SIA report is well-respected in the analogsemiconductor industry and used by Wall Street financial analysts in preparing their analyses, forecasts and recommendations.   Based on the Compensation Committee evaluation, theThe performance criteria and the threshold,minimum, target and maximum levels of the PSUs that can be earned arewere as follows:   MPS's Average Two-Year Revenue     Growth Rate Exceeds the Analog Industry by:   Percentage of Target PSUs Earned less than 3%   0% 3%   50% 5%   100% 15%   300% MPS’s Average Three-Year Revenue Growth Rate Exceeds the Analog Industry by PSU Earn-Out Less than 3%  0% 3% 50% of Target 5% 100% of Target 15% and above 300% of Target 38 Table of Contents   WeSecond Performance Condition – Manufacturing Diversification Goal A significant portion of our wafer, assembly, testing and packaging capacity has historically come from foundry partners and suppliers located in China. In recent years, we faced increasing supply chain risks of conducting business in China due to a number of external factors, including trade tensions between the U.S and China, geopolitical unrest, human right issues, and business disruptions as a result of natural disasters or pandemics. Many of our key stakeholders have grantedfocused on our supply chain and wanted to understand how we plan to manage these PSUs annuallybusiness risks. For example, in our quarterly earnings webinars, several of our analysts asked us to provide updates: Analyst A: “Could you just give us an update on the manufacturing footprint-- both from a capacity perspective, but more importantly about diversification? You talked about you're looking at all sorts of regions to partner with some new manufacturing partners. So both capacity, but then also from a geographical perspective, perhaps, an update?” (May 2, 2022) Analyst B: “A majority of your wafer supply is still in China, plus you've got your big Chengdu backend facility. How concerned are you with trying to de-risk supply chain as we keep watching headlines with the U.S. government trying to tighten restrictions in China? And maybe as part of that, if you could talk give a sense maybe of timing and capacity plans there?” (August 1, 2022) Analyst C: “You are working to move the operations and the manufacturing footprint and other pieces outside of China to, in the long term, more sort of aligning with your TAM and revenue mix for the really, really long-term in the company. And you've been very clear about those plans. But there's been some more reports of some customers that want to very quickly use product sources outside of China. Are you already sourcing outside of China to support many of your global customers?” (October 27, 2022) Our priority is to diversify our global manufacturing footprint to other regions in Asia and build a resilient, cost-effective supply chain strategy that can adapt to dynamic and challenging market conditions with a two-year performance period, which provides a long-term incentive for our NEOs, through overlapping cycles so that each yearminimal business disruptions, while maintaining competitive advantages. In support of performance is equally critical as we work toward meeting our two-year goals. Thethis initiative, the Compensation Committee sets what it believesapproved a second performance metric in February 2023 that requires us to secure additional manufacturing capacity outside of China over a three-year (2023 to 2025) performance period. In setting this performance condition, the Compensation Committee believed that the goal should be challenging performance goals for revenue. Furthermore, we believerigorous and impactful, align with our performance metrics measured relativeoverall long-term business plan, and create positive values to our peers will provide objectivity when setting long-term goals while minimizing uncertainties caused by external economic factors that are beyond our control.customers.   The following table summarizesminimum, target and maximum levels of the number of shares subject to the 2015 PSUs that can be earned by the NEOs at the threshold, targetis determined based upon an increase of our total manufacturing capacity outside of China that can support up to $1.2 billion of annual revenue for North America and maximum performance levels. The number of shares earned will be linearly interpolated for actual achievement between the threshold, target and maximum performance levels.EMEA before December 31, 2025, as set forth below:   NEOs   Threshold     Target     Maximum   Michael Hsing     -       79,745       239,235   Meera Rao     -       19,317       57,951   Deming Xiao     -       24,213       72,639   Maurice Sciammas     -       24,213       72,639   Saria Tseng     -       24,213       72,639   At the end Percentage of Capacity to Support $1.2 Billion of the performance period in 2016 and upon certification of performance by our Compensation Committee, 50% of the actual award earned will become vested in February 2017, and the remaining 50% vest quarterly over the following two years thereafter, for a total vesting period of four years, subject to continued employment. MPSUs: In 2013, as part of our long-term performance-based equity compensation program, we implemented a one-time market-based award program based on the achievement of stock price targets ranging from 26% to 80% from the grant date over a five-year performance period. Within a two-year period, all the pre-determined price targets have been accomplished. Subsequently, several of our key institutional shareholders asked our Board to consider implementing another similar program. As a result, the Board, with the assistance of an independent compensation consultant (Radford, an Aon Hewitt company), approved a special MPSU program in December 2015 to a group of key employees, including our NEOs, that can only be earned if our Common Stock sustains an average trading stock price at levels substantially higher than our historical trading prices. To make the performance criteria more rigorous, approximately 70% of the MPSUs are also subject to the achievement of long-term operating goals in addition to the stock price appreciation. Our Board believes that the MPSU program emphasizes sustainable stockholder value creation and attainment of long-term strategic business objectives. Annual Revenue for North America and EMEA PSU Earn-Out Less than 70% 0% of Target 70% 50% of Target 80% 100% of Target 100% or more 200% of Target   The MPSUs consist of four separate tranches with four,performance period for both the first performance condition and the second performance condition is three two and one-yearyears (2023 to 2025). If the performance periods all endingmetrics are achieved, the PSUs will vest on December 31, 2019. The first tranche contains market conditions only, which require the achievement of five MPS stock price hurdles ranging from $71.36 to $95.57 over a four-year period. The second, third and fourth tranches contain both market conditions and performance conditions. Each tranche requires the achievement of five MPS stock price hurdles to be measured against a base price equal to the greater of: (1) the weighted average closing stock price during the 20 consecutive trading days immediately before the start of the performance period for that tranche, or (2) the closing stock price immediately before the start of such performance period. An individual price hurdle is deemed achieved if the average of the closing prices of our Common Stock over a 20-consecutive day trading period equals or exceeds that price hurdle. In addition to the price hurdles, each of the second, third and fourth tranches requires the achievement of one of following six operating metrics during the four-year performance period: ● Successful implementation of full digital solutions vs. current analog topology for certain products. ● Successful implementation and adoption by a key player of an integrated, software-based, field-oriented-control with3D hall sensor to motor driver. ● Successful implementation of certain advanced power analog processes. ● Successful design wins and achievement of a specific level of revenue with a global networking customer. ● Achievement of a specific level of revenue with a global electronics manufacturer. ● Achievement of a specific level of market share with certain core power products. A specific operational objective may not be deemed achieved more than once for purposes of determining performance in any performance period. The following table summarizes the number of shares that can be earned by the NEOs under the 2015 MPSU program, subject to the achievement of the performance criteria described above.  NEOs   Price Hurdle 1     Price Hurdle 2     Price Hurdle 3     Price Hurdle 4     Price Hurdle 5     Total   Michael Hsing     27,749       27,749       27,749       27,749       27,749       138,745   Meera Rao     12,613       12,613       12,613       12,613       12,613       63,065   Deming Xiao     15,136       15,136       15,136       15,136       15,136       75,680   Maurice Sciammas     15,136       15,136       15,136       15,136       15,136       75,680   Saria Tseng     15,136       15,136       15,136       15,136       15,136       75,680   Any MPSUs that satisfy the stock price and operational goals (as applicable) described above will fully vest on January 1, 2020,2025, subject to continued employment on thatthrough such date. In addition,The NEOs will be required to pay MPS $30 per share upon vesting of the MPSUs contain a post-vesting sales restriction for up to an additional two years. This post-vesting holding period encourages executives to considershares, unless the long-term riskstock price target as described above is achieved. 39 Table of their business decisions now, as well as lowers the accounting costs of our equity compensation program due to the discount for lack of liquidity resulting from the holding period.Contents Dividend Equivalents.Equivalents In connection with our quarterly cash dividend program, all outstanding and unvested RSUtime and performance-based full value stock awards granted to employees, including the NEOs, have the right to receive dividend equivalents in order to maintain the economic alignment between the value of an RSUsuch awards and the value of a share of our Common Stock. The dividend equivalents are accumulated during the vesting periods of the shares underlying RSUssuch awards and are paid in cash to employees only if and when the underlying RSUsshares vest. Dividend equivalents accrued on the underlying RSUsshares are forfeited if the employees do not fulfill their service requirement during the vesting periods. Dividend equivalents paid to the NEOs in 20152023 are included in the section““2023 Option Exercises and Stock Vested”Vested” below.   Certifications of Prior-YearAchievement of Prior Performance-Based Awards   As previously disclosed in our proxy statement for the 20152022 Annual Meeting of Stockholders, the Compensation Committee granted each NEO a PSU award opportunity in February 20142021 (the “2021 PSUs”) that could be earned basedonbased on the average two-year (2014 and 2015) revenue growth rate as measured against the average two-year revenue growth rate for the analog industry published by the SIA.achievement of three environmental goals during a three-year performance period. The PSU award opportunity consisted of a target award, as well as a maximum award equal to 300%earn-out was 100% of the target grant. The actual results, at the end of the performance period in 2015, as approved by the Compensation Committee in May 2023, were as follows:   MPS's Average Two-Year Revenue     Growth Rate Exceeds the Analog Industry by:   Percentage of Target Target   Actual   PSUs Earned 3%   12%   275% Achievement of Environmental Goals   PSU Earned Goal #1 ● Established Board oversight to ensure our ESG practices and policies are aligned with our Environmental and Climate Change Policy, long-term business strategy, and external requirements and expectations. 25% of Target ● Defined the scope of our environmental projects for our global operations in accordance with GHG Protocol, an internationally accepted carbon accounting standard. ● Developed measurable milestones designed to ensure that our goals could be achieved within the performance period set by the Compensation Committee, and within a budget that would not cause a significant burden to our financial resources and operations. ● Engaged sustainability consultants to help us better understand the key environmental priorities for the semiconductor industry and other key stakeholders. ● Conducted initial analyses and identified gaps in our GHG emissions, waste management and product efficiency, which helped us prioritize areas of focus and design an effective project plan. ● Invested in additional staff with substantial expertise, both academically and professionally, who understands relevant regulatory requirements and best practices, and can manage the complex technical issues. Goal #2 ● Formed an ESG Steering Committee consisting of a team of two senior executives in charge of compliance and operations, cross-functional managers and personnel to establish our missions and sustainability policies, and to supervise the management and execution of our ESG initiatives. 25% of Target ● Collected, analyzed and reconciled baseline data that was far more complex than what we had reviewed and compiled in previous years, including a thorough review of our Scope 1 and Scope 2 data sources such as refrigerants, natural gas heating, generators, electricity and fuel covering global facilities, which include testing facilities, design centers, EMC labs and offices. ● Improved the quality of records and documentation using a third-party software platform, so that we could accurately and timely report our data in accordance with global frameworks such as the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures. ● Completed an assessment of our waste handling procedures and evaluated the energy efficiency of our solutions used in data centers. ● Established the credibility of our emissions data by working with a third-party firm specializing in auditing GHG emissions data, and received assurance on the accuracy and completeness of our emissions data in accordance with GHG Protocol. Goal #3 ● Developed GHG reduction target proposals that we believe are reasonable, rigorous and measurable by conducting an in-depth analysis of: (a) various reduction measures including investments in new equipment and procedures for refrigerant reductions, renewable energy credits, green tariffs and solar panels, as well as the economic benefits of implementing these measures in each country where we have significant operations, (b) our long-term business expansion plan, as well as refrigerant, fuel and electricity usage projections for our facilities, and (c) our long-term financial model designed to achieve the proposed reduction goals. 50% of Target ● Conducted peer benchmarking analyses and studied the scope of our peers’ environmental initiatives, their assumptions and methodologies, targets and timelines for reducing GHG emissions and adopting renewable energy, and their performance against their goals, so we could align with best practices within the semiconductor industry. ● Evaluated the different GHG emissions reduction proposals with our management team, assessed the overall rigor of the reduction goals and the reasonableness of key assumptions used in our financial model, conducted cost analyses of the proposals, and reviewed the financial, operational and regulatory risks associated with the proposals. ● Provided quarterly updates to the Board on our progress, who evaluated our performance, challenged methodologies and assumptions used, and more importantly, ensured that our ESG initiatives would align with our long-term business strategy without undesired or excessive risks. ● Established rigorous mid- and long-term goals on GHG emissions, renewable electricity, waste management and power density improvements related to certain products used in data centers. ● Published our first Corporate Responsibility Report, which highlights our environmental, social and governance initiatives, practices and goals. 40 Table of Contents   The following table showssummarizes the target and actual number of shares earned under the 2021 PSUs for each NEO:the NEOs:     NEOs   Target     Earned   Michael Hsing     122,546       337,002   Meera Rao     26,812       73,733   Deming Xiao     37,208       102,322   Maurice Sciammas     32,831       90,284   Saria Tseng     32,831       90,284   Name Number of Shares Earned (#) Michael Hsing 37,613 Bernie Blegen 7,619 Deming Xiao 11,580 Maurice Sciammas 11,580 Saria Tseng 11,580   50%The awards fully vested on May 2, 2023, and include a post-vesting sales restriction period of the actual awards earned will vest in February 2016, with the remaining 50% vesting quarterly over the following two years through February 2018, subject to continued employment.  one year.   In addition, as previously disclosed in our proxy statement for the 2014 Annual Meeting of Stockholders, the Compensation Committee granted each NEO a market-based award (“MSU”) in December 2013 that could be earned in five tranches if the average closing prices of our Common Stock over a 20-consecutive day trading period exceed five different price levels (the “Price Hurdles”) over a five-year performance period from January 1, 2014 to December 31, 2018. The MSU award opportunity consisted of a target award, as well as a maximum award equal to 500% of the target grant. In 2015, we achieved the final two Price Hurdles of the program. The table below shows the target and actual shares earned for each NEO in 2015: NEOs   Target     Earned   Michael Hsing     110,000       220,000   Meera Rao     36,000       72,000   Deming Xiao     43,200       86,400   Maurice Sciammas     43,200       86,400   Saria Tseng     43,200       86,400   The actual awards earned will vest quarterly over a five-year period from January 1, 2019 to December 31, 2023, subject to continued employment. Therefore, no executive has vested in any of these MSUs at this time, as the service-based vesting period is still on-going. Broad-Based Benefits   Our NEOs are eligible to participate in our broad-based employee benefit programs on the same terms offered to our employees. These benefit programs include the employee stock purchase plan, medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, and health and dependent care flexible spending accounts. We do not provide pension arrangements or post-retirement health coverage for our NEOs or other employees. In addition, we do not provide matching contributions onto the 401(k) plan or the deferred compensation plan for our NEOs or other employees.   Severance and Change-in-ControlChange in Control Arrangements   We offer severance benefits to our NEOs, including severance in connection with a change-in-control.change in control of MPS. In general, severance does not exceed six to twelve months of base salary, target bonus and other benefits, and is conditioned on a release of claims and compliance with ongoing obligations. We believe these modest benefits balance the costs to MPS with the retention benefits that are commonly understood to come from offering severance and change-in-controlchange in control benefits. For all change-in-controlchange in control arrangements, the NEO is entitled to benefits if his or her employment is terminated without cause or if he or she leaves for good reason within one year following a change-in-control. change in control. This approach is commonly referred to as a “double-trigger” arrangement and is favored by many institutional investors and their advisors. We believe the size and conditions to receipt of these severance benefits are consistent with market practices. These arrangements are discussed in more detail in the section “Named Executive Officer Compensation —Potential Payments Upon Termination or Termination Upon Change-in-Control.Change in Control.”   41 Table of Contents   Stock Ownership Guidelines   In February 2012, the Board establishedWe have stock ownership guidelines for our executive officersNEOs and directors. These guidelines reinforce the importance of aligning the interests of our executive officersNEOs and directors with the interests of our stockholders.   For the NEOs, the guidelines are determined as a multiple of each NEO’s base salary, and then converted to a fixed number of shares. Currently, the multiple for our CEO is five times his base salary, while the multiples for other NEOs are two times each NEO’s base salary.     Equity interests that count toward the satisfaction of the ownership guideline include shares owned directly or indirectly by the executive, including restricted or unrestricted shares or stock units (excluding unearned restricted shares or stock units that remain subject to achievement of performance goals), and any shares owned in our savings plans, such as our 401(k), plan, or acquired through the Employee Stock Purchase Plan.our employee stock purchase plan. Executives have five years from the date of adoption of the guidelines or their appointment as an executive officer, as applicable, to attain these ownership levels.levels. As of December 31, 2015,2023, all of the NEOs met the stock ownership guidelines.   For the non-employee directors, the stock ownership guidelines are determined as a multiple of the annual retainer paid to the non-employee director and then converted to a fixed number of shares. The guidelineCurrently, the required level for theour non-employee directors is set at twothree times each of the non-employee director’s annual retainer. These guidelines are initially determined asDirectors have five years from the date of adoption of the later of the dateguidelines or their initial appointment, as applicable, to attain these stock ownership guidelines were adopted and the date the non-employee director was elected to the Board.levels. As of December 31, 2015,2023, all of the directors met the stock ownership guidelines. In February 2016, based on our compensation consultant’s best practice recommendation, we amended the stock ownership guidelines to increase the required level for our non-employee directors from two times to three times of each such director’s annual retainer.   Policy Regarding Clawback of Incentive Compensation   In February 2012,October 2023, the board of directorsBoard adopted athe Compensation Recoupment Policy which requiresto comply with Section 10D of the BoardExchange Act and the NASDAQ listing standards as mandated by the Dodd-Frank Act. The policy provides for the recovery, in the event of Directorsa required accounting restatement, of certain variable incentive-based cash and equity compensation received by current or former executive officers (within the meaning of Rule 16a-1(f) under the Exchange Act, and including our NEOs) that is based on erroneously reported financial information during a three-year recovery period preceding a financial restatement, without regard to recoup any taxes paid. The amount recoverable is the payment that exceeds the amount of applicable performance-based incentive compensation that would have been received by such executive officer during such recovery period had it been determined based on the relevant restated amounts, and recovery is subject to only limited exceptions. The recovery of incentive-based compensation is required regardless of whether the executive officer engaged in any misconduct or was at fault for the restatement. Performance-based incentive compensation potentially subject to recovery under the mandatory accounting restatement provisions of the policy is generally limited to any compensation granted, earned or vested (on or after October 2, 2023) based wholly or in part on the attainment of one or more financial reporting measures, and “financial reporting measures” for these purposes includes stock price and TSR. Under the policy, we generally are not required to recover such excess performance-based cash compensation if the Compensation Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amount but the direct expense paid to key members of our executive team, includinga third party to assist in enforcing the NEOs, ifpolicy would exceed the financial results on whichamount to be recovered, (2) recovery would violate applicable home country law that was adopted prior to November 28, 2022, or (3) recovery would likely cause an otherwise tax qualified retirement plan to fail to meet the incentive compensation awards were based are restated due to fraud or intentional misconduct by the executive, if the Board determines, in its sole discretion, that it is in the best interests of us and our stockholders for the executive to repay or forfeit all or any portionrequirements of the subject performance-based cashInternal Revenue Code and applicable regulations. We are prohibited from indemnifying any executive officer against the loss of such recovered compensation. A copy of the policy is filed as Exhibit 97.1 to our 2023 Annual Report.   Anti-Hedging and Monetization, TransactionsShort Sales and Short SalesOther Transactions   We prohibit our directors, officers (including our NEOs), and officers, including our NEOs,other employees from engaging in hedging or monetization transactions with respect to our securitiesstock that they obtained through our plans or otherwise, including transactions involving the use of financial instruments such as prepaid variable forwards, equity swaps, collars, forward sale contracts and exchange funds, without prior Board approval.approval by the Chief Compliance Officer.  We also prohibit our directors and officers including(including our NEOs,NEOs) from engaging in any short sales of our securities.stock. In addition, our directors and officers are prohibited at all times from holding our stock in a margin account and from pledging our stock as collateral.   Tax and Accounting Impacts of Equity Grants Section 162(m) of the Internal Revenue Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for “covered employees,” which consist of all of the NEOs, including the Chief Financial Officer.   Our Compensation Committee is aware of current rules governing the taxation and accounting for cash and equity compensation as applicable to public companies. Our Compensation Committee appreciatesbelieves that, in establishing the benefits that can result – both to MPS and to the individual – in complying with tax rules such as Section 162(m) of the Internal Revenue Code or Section 409A of the Internal Revenue Code. Our Compensation Committee is mindful of the effect that the accounting value of our cash and equity incentive compensation has onplans and arrangements for our financial results. However, ourNEOs, the potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. The Compensation Committee retains the discretion to structure compensation in ways that may result in less than full deductibility, that may not maximize tax savings, and that may not minimize the accounting cost to MPS. Our Compensation Committee may choose to do this if it believes it is reasonableimportant to do somaintain cash and equity incentive compensation at the requisite level to achieveattract and retain the objectivesindividuals essential to our financial success, even if all or part of ourthat compensation program or ifmay not be deductible by reason of the administrative burdens of maximizing tax or accounting results are greater than desired or otherwise unreasonable.Section 162(m) limitation.   42 Table of Contents Compensation Committee Report   The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with our management. Based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement for the 2016 Annual Meeting of Stockholders.and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023.   Members of the Compensation Committee: Jeff Zhou, Chairman Herbert Chang Eugen Elmiger   Jeff Zhou, Chairman Herbert Chang Eugen Elmiger Compensation Committee Interlocks and Insider Participation   The members of the Compensation Committee during 2015 were Herbert Chang, Eugen Elmiger and Jeff Zhou. No Compensation Committee member was at any time during 2015,2023, or at any other time, an officer or employee of us or any of our subsidiaries.  No executive officerNEO of MPS serves on the board or compensation committee of any entity that has one or more executive officers serving on the Board or Compensation Committee.   Compensation Risk Management   In 2015,2023, our management, including members from our internal legal, accounting, finance and human resources departments, undertook a subjective review of our compensation policies and practices that applied to all of our employees, including the following: annual base salaries and bonuses, equity incentive awards under our equity incentive plansthe Amended and Restated 2014 Equity Incentive Plan (the “Amended 2014 Equity Plan”) and the Amended and Restated 2004 Employee Stock Purchase Plan.Plan (the “Amended 2004 ESPP”). This review was designed to review, consider and analyze the extent to which, if any, our compensation policies and practices might create risks for us, and this review also focused on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives. After conducting this review, management determined that none of our compensation policies and practices for our employees createsdo not create any risks that are reasonably likely to have a material adverse effect on us. The results of the review and management’s determination were reviewed and independently considered by the Compensation Committee, which concurred with management’s assessment.   2023 Summary Compensation Table   The following table sets forth the 2015, 2014 and 2013 compensation for our Chief Executive Officer, Chief Financial Officer and ourthe three other most highly compensated executive officers serving on December 31, 2023, which officers together constitute our NEOs:   NEOs   Year   Salary     Bonus (1)     Stock Awards (2)(3)     Non-Equity Incentive Plan Compensation (4)     All Other Compensation (5)     Total     Year   Salary ($)     Bonus ($)     Stock Awards ($)(1)(2)     Non-Equity Incentive Plan Compensation ($)(3)     All Other Compensation ($)(4)     Total ($)   Michael Hsing   2015   $ 600,000     $ 90,000     $ 6,359,128     $ 1,500,000     $ -     $ 8,549,128     2023   822,877     -     12,311,787     1,508,805     -     14,643,469   Chief Executive Officer, President   2014   $ 600,000     $ -     $ 5,160,014     $ 1,373,658     $ -     $ 7,133,672     2022   751,846     -     13,865,090     6,048,000     -     20,664,936   and Chairman of the Board   2013   $ 448,000     $ 22,400     $ 6,066,092     $ 896,000     $ -     $ 7,432,492     2021   711,923     -     13,782,908     5,760,000     -     20,254,831   Meera Rao   2015   $ 310,000     $ 37,200     $ 1,794,985     $ 434,000     $ -     $ 2,576,185   Bernie Blegen   2023   400,054     -     3,486,353     733,537     -     4,619,944   Executive Vice President,   2022   365,481     -     3,626,424     2,940,000     -     6,931,905   Chief Financial Officer   2014   $ 280,000     $ -     $ 1,128,953     $ 366,000     $ -     $ 1,774,953     2021   342,500     -     2,791,906     2,800,000     -     5,934,406     2013   $ 260,000     $ 26,000     $ 1,826,605     $ 312,000     $ -     $ 2,424,605   Deming Xiao   2015   $ 340,000     $ 40,800     $ 2,220,816     $ 476,000     $ 64,649     $ 3,142,265     2023   434,296     -     5,144,271     796,314     -     6,374,881   President of Asia Operations   2014   $ 340,000     $ -     $ 1,566,716     $ 418,000     $ 88,041     $ 2,412,757     2013   $ 340,000     $ -     $ 2,355,247     $ 384,000     $ 80,638     $ 3,159,885   Executive Vice President,   2022   396,808     -     5,539,193     3,192,000     -     9,128,001   Global Operations   2021   375,385     -     4,243,375     3,040,000     -     7,658,760   Maurice Sciammas   2015   $ 340,000     $ 40,800     $ 2,220,816     $ 476,000     $ -     $ 3,077,616     2023   434,296     -     5,144,271     796,314     -     6,374,881   Senior Vice President,   2014   $ 300,000     $ -     $ 1,382,415     $ 390,000     $ -     $ 2,072,415   Executive Vice President,   2022   396,808     -     5,539,193     3,192,000     -     9,128,001   Worldwide Sales and Marketing   2013   $ 300,000     $ 24,000     $ 2,214,313     $ 360,000     $ -     $ 2,898,313     2021   375,385     -     4,243,375     3,040,000     -     7,658,760   Saria Tseng   2015   $ 340,000     $ 40,800     $ 2,220,816     $ 476,000     $ -     $ 3,077,616     2023   434,296     -     5,144,271     796,314     -     6,374,881   Vice President, Strategic Corporate   2014   $ 300,000     $ -     $ 1,382,415     $ 390,000     $ -     $ 2,072,415   Executive Vice President, Strategic Corporate   2022   396,808     -     5,539,193     3,192,000     -     9,128,001   Development and General Counsel   2013   $ 300,000     $ 24,000     $ 2,214,313     $ 360,000     $ -     $ 2,898,313     2021   375,385     -     4,243,375     3,040,000     -     7,658,760   _______________ (1) Includes discretionary cash bonuses approved by the Compensation Committee. (2) For more information regarding the 2023 stock awards, see the sectionrefer to “Named Executive Officer Compensation - — Compensation Discussion and Analysis.” The amounts reflect the aggregate grant date fair value of the awards calculated2023 PSUs computed in accordance with FASB ASC Topic 718, excluding the impact of estimated forfeitures. The calculation of the grant date fair value of time-based RSUs and PSUs was based on the closing stock price on the date of grant. The grant date fair value of MPSUs was estimatedperformed by a third-party valuation firm using a Monte Carlo simulation method.model. Assumptions used in the calculation of these amounts are included in Note 1 and Note 7 to the financial statements included in our 2023 Annual Report on Form 10-KReport. (2) Assuming the highest level of performance for the year ended December 31, 2015, filed with the SEC on February 29, 2016. (3) In 2015,2023 stock awards, the aggregate grant date fair value of the stock awards, assuming the achievement ofwould be as follows: (a) $61,558,936 for Mr. Hsing, (b) $17,431,763 for Mr. Blegen, (c) $25,721,355 for Mr. Xiao, (d) $25,721,355 for Mr. Sciammas, and (e) $25,721,355 for Ms. Tseng. There is no guarantee that the highest level of performance criteria, wouldwill be as follows: (a) $18,895,687 for Mr. Hsing, (b) $5,850,077 for Ms. Rao, (c) $7,187,221 for Mr. Xiao, (d) $7,187,221 for Mr. Sciammas, and (e) $7,187,221 for Ms. Tseng.  In 2014,achieved by the aggregate grant date fair value of the stock awards, assuming the achievement of the highest level of performance criteria, would be as follows: (a) $12,900,019 for Mr. Hsing, (b) $2,822,399 for Ms. Rao, (c) $3,916,773 for Mr. Xiao, (d) $3,456,020 for Mr. Sciammas, and (e) $3,456,020 for Ms. Tseng. In 2013, the aggregate grant date fair value of the awards, assuming the achievement of the highest level of performance criteria, would be: (a) $20,761,568 for Mr. Hsing, (b) $6,398,033 for Ms. Rao, (c) $8,085,934 for Mr. Xiao, (d) $7,733,596 for Mr. Sciammas, and (e) $7,733,596 for Ms. Tseng. NEOs.   43 Table of Contents   (4) (3) The 2023 amounts reflect the annualshort-term cash incentive compensation earned by the NEOs under our non-equitynon-equity incentive plan, as described under the section““Named Executive Officer Compensation - — Compensation Discussion and Analysis.”    (5) (4) The “other compensation” for Mr. Xiao represents the value of the vested equity interest in a subsidiary of MPS that owns a corporate apartment in Chengdu, China, which is provided to Mr. Xiao in connection with his extended stay in China due to his increased responsibilities in our operations in Asia. See the section“Potential Payments Upon Termination or Termination Upon Change-in-Control -Employment Agreements and Change-in-Control Arrangements”for more information. Other than these amounts, weWe did not provide other benefits or compensation for the NEOs that is required to be disclosed under Item 402(c)(2)(ix) of Regulation S-K.   Grants of Plan-Based Awards for the Year Ended December 31, 20152023               Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)     Estimated Future Payouts Under Equity Incentive Plan Awards (2)     Grant Date Fair Value of Stock and Option   Name   Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)     Awards ($)(3)   Michael Hsing     -       -       1,663,200       6,652,800       -       -       -       -       2/7/2023       -       -       -       -       27,365       136,825       12,311,787   Bernie Blegen     -       -       808,600       3,234,400       -       -       -       -       2/7/2023       -       -       -       -       7,749       38,745       3,486,353   Deming Xiao     -       -       877,800       3,511,200       -       -       -       -       2/7/2023       -       -       -       -       11,434       57,170       5,144,271   Maurice Sciammas     -       -       877,800       3,511,200       -       -       -       -       2/7/2023       -       -       -       -       11,434       57,170       5,144,271   Saria Tseng     -       -       877,800       3,511,200       -       -       -       -       2/7/2023       -       -       -       -       11,434       57,170       5,144,271             Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)     Estimated Future Payouts Under Equity Incentive Plan Awards (2)     All Other Stock Awards:     Grant Date   NEOs   Grant Date   Threshold     Target     Maximum     Threshold     Target     Maximum     Number of Shares of Stock or Units (3)      Fair Value of Stock and Option Awards (4)   Michael Hsing   -   $ -     $ 600,000     $ 1,500,000       -       -       -       -       -       2/3/2015     -       -       -       -       79,745       239,235       -     $ 3,870,025       2/3/2015     -       -       -       -       -       -       26,581     $ 1,289,976       12/31/2015     -       -       -       -       27,749       138,745       -     $ 1,199,127   Meera Rao   -   $ -     $ 248,000     $ 434,000       -       -       -       -       -       2/3/2015     -       -       -       -       19,317       57,951       -     $ 937,454       2/3/2015     -       -       -       -       -       -       6,439     $ 312,485       12/31/2015     -       -       -       -       12,613       63,065       -     $ 545,046   Deming Xiao   -   $ -     $ 272,000     $ 476,000       -       -       -       -       -       2/3/2015     -       -       -       -       24,213       72,639       -     $ 1,175,057       2/3/2015     -       -       -       -       -       -       8,071     $ 391,686       12/31/2015     -       -       -       -       15,136       75,680       -     $ 654,073   Maurice Sciammas   -   $ -     $ 272,000     $ 476,000       -       -       -       -       -       2/3/2015     -       -       -       -       24,213       72,639       -     $ 1,175,057       2/3/2015     -       -       -       -       -       -       8,071     $ 391,686       12/31/2015     -       -       -       -       15,136       75,680       -     $ 654,073   Saria Tseng   -   $ -     $ 272,000     $ 476,000       -       -       -       -       -       2/3/2015     -       -       -       -       24,213       72,639       -     $ 1,175,057       2/3/2015     -       -       -       -       -       -       8,071     $ 391,686       12/31/2015     -       -       -       -       15,136       75,680       -     $ 654,073   _______________  (1) AmountsThe amounts reflect the threshold, target and maximum awards under the short-term cash incentive compensation program, which is described in detail in the section““NamedExecutive Officer Compensation — Compensation Discussion and Analysis—Analysis of 2015 Compensation Elements—Short-Term Cash Incentive Compensation.Analysis.”   (2) AmountsThe amounts reflect the threshold, target, and maximum number of sharesthe PSUs that may be earned based on the achievement of specific goals under the long-term equity incentive compensation program, which is described in detail in the section““NamedExecutive Officer Compensation Discussion and Analysis—Analysis of 2015 Compensation Elements—Long-Term Equity Incentive Compensation.” (3) Amounts reflect the time-based RSUs granted under the long-term equity incentive compensation program, which is described in detail in the section “ —Compensation Discussion and Analysis—Analysis of 2015 Compensation Elements—Long-Term Equity Incentive CompensationAnalysis..”   (4)(3) The amounts reflect the aggregate grant date fair value of each award based on the target level of performance andawards calculated in accordance with ASC Topic 718, excluding the impact of estimated forfeitures. The grant date fair valueamounts reflect the target level of time-based RSUsperformance. The PSUs include a purchase price feature, which requires the NEOs to pay MPS $30 per share upon vesting of the shares. This $30 purchase price requirement is deemed satisfied and PSUs was based onwaived if the closing stock price on the last trading day of the performance period is $30 higher than the grant date of grant.stock price. The grant date fair value of MPSUs was estimated$449.91 per share, which was calculated using a Monte Carlo simulation method.model. Assumptions used in the calculation of these amountsthe grant date fair value of the stock awards are included in Note 1 and Note 7 to the financial statements included in our 2023 Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016.Report.   Narrative Disclosure to 2023 Summary Compensation Table and Grants of Plan-Based Awards Duringfor the Year Ended December 31, 20152023   A discussion of 20152023 salaries, incentive plans and awards is set forth under the section““Named Executive Officer Compensation — Compensation Discussion and Analysis,”including a discussion of the material terms and conditions of the time-based RSUs, PSUsshort-term cash incentive compensation and MPSUs.the long-term equity compensation. For information regarding our employment agreements with the NEOs, see “Named Executive Officer Compensation – Potential Payments Upon Termination or Termination Upon Change in Control – Employment Agreements and Change in Control Arrangements.”    Equity Incentive Grant Policies   We maintain the Monolithic Power Systems Equity Award Grant Policy, which is designed to work in concert with: (1) the administrative provisions of our Amended 2014 Equity Incentive Plan and such other plans as we may adopt from time to time (which we refer to collectively as the Plans), (2) the requirements of the Delaware General Corporation Law, (3) the corporate governance requirements of NASDAQ, (4) applicable rules and regulations of the SEC, including those relating to Section 16 of the 1934Exchange Act, and (5) relevant sections of the Internal Revenue Code. Grants to our NEOs are made pursuant to this policy, must be approved by the Board or the Compensation Committee and will only be granted at specific times during the year, as described in further detail below.   44 Table of Contents Plan and Corporate Authorization   Under the Plans, the authorization to administer the grant of equity incentive awards is conferred upon the Board or any committee of the Board as properly constituted under applicable laws. The Board has delegated to the Compensation Committee the authority to serve as administrator of the Plans (including the authority to grant awards under the Plans), and has approved a charter outlining the responsibilities of this committee which also includes this express authority. The delegation of authority to the Compensation Committee is not exclusive; the Board retains the right to formally approve award grants as well. The Compensation Committee may form and delegate authority to subcommittees when appropriate.   In addition, the Board has delegated limited authority for grants of equity awards under the Plans to new employees and consultants to a committee consisting of the Chief Executive Officer (which committee we refer to as the Equity Award Committee). The authority does not extend to grants to the NEOs. The delegation of authority to the Equity Award Committee is not exclusive; the Board and Compensation Committee retain the right to formally approve award grants as well.   Equity Grants to New Hires   Grants to newly hired employees and consultants (other than Executive Officers as defined below) will generally be made on the date of the next regularly scheduled Board meeting subsequent to the employees’ start date. Management submits the employee equity award recommendations to the Compensation Committee and, if such equity awards are approved by the Compensation Committee, such equity awards will be granted effective as of the date of a meeting approving such awards as evidenced by written minutes of such meeting or the date of the last verification signature or electronic verification over email in the event of a written consent in lieu of the meeting.   New hire grants made to “Executive Officers” (currently defined as the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Operations Officer, President, employees who are members of the Board and any other employee determined by the Board to be an Executive Officer) generally will only be granted on the date of the next regularly scheduled Board meeting subsequent to the Executive Officer’s start date and following the recommendation of such grant by the Compensation Committee.   Equity Grants to Existing Employees or Incumbent Members of the Board   Generally, annual grants of equity awards shall be made to key performers quarterly at a regularly scheduled Board meeting. Equity awards to non-employee members of the Board shall be made by the Board or pursuant to any automatic grant provisions in the Plans.   45 Table of Contents   Outstanding Equity Awards at 20152023 Year-End   The following table sets forth, as to the NEOs, certain information concerningregarding their outstanding equity awards at December 31, 2015.  The market value of the stock awards that have not vested is based on the closing market price of our Common Stock of $63.71 on December 31, 2015, and includes any outstanding dividend equivalents accumulated on such awards as of December 31, 2015.2023. There were no outstanding option awards held by the NEOs as of December 31, 2015.2023.   Stock Awards     Stock Awards   NEOs Grant Date           Number of Shares of Restricted Stock Units that Have Not Vested     Market Value of Shares of Restricted Stock Units That Have Not Vested     Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units That Have Not Vested     Equity Incentive Plan Awards: Market or Payout Value of Unearned Restricted Stock Units That Have Not Vested   Name   Grant Date     Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(1)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)   Michael Hsing 2/14/2012     (1 )     8,249     $ 544,484       -       -     10/25/2018 (2)     108,000     69,422,400     -     -   12/28/2012     (2 )     387     $ 25,522       -       -     2/4/2020 (3)     9,585     6,127,179     -     -   2/11/2013     (3 )     83,164     $ 5,390,790       -       -     7/21/2020 (4)     24,125     15,449,168     -     -   12/14/2013     (4 )     550,000     $ 35,480,500       -       -     2/2/2021 (5)     35,262     22,447,084     -     -   2/4/2014     (5 )     5,107     $ 337,112       -       -     10/25/2022 (6)     -     -     60,584     38,502,950   2/4/2014     (6 )     337,002     $ 21,623,580       -       -     2/7/2023 (7)     -     -     27,365     16,549,805   2/3/2015     (7 )     19,936     $ 1,287,400       -       -   2/3/2015     (8 )     -     $ -       79,745     $ 5,144,350   12/31/2015     (9 )     -     $ -       27,749     $ 1,767,889   Meera Rao 2/14/2012     (1 )     2,401     $ 158,478       -       -   12/28/2012     (2 )     112     $ 7,406       -       -   2/11/2013     (3 )     22,988     $ 1,490,109       -       -   12/14/2013     (4 )     180,000     $ 11,611,800       -       -   Bernie Blegen   10/25/2018 (2)     48,000     30,854,400     -     -   2/4/2014     (5 )     1,118     $ 73,798       -       -     2/4/2020 (3)     1,701     1,087,359     -     -   2/4/2014     (6 )     73,733     $ 4,731,045       -       -     7/21/2020 (4)     5,025     3,217,910     -     -   2/3/2015     (7 )     4,830     $ 311,905       -       -     2/2/2021 (5)     7,143     4,547,091     -     -   2/3/2015     (8 )     -     $ -       19,317     $ 1,246,140     10/25/2022 (6)     -     -     17,538     11,145,925   12/31/2015     (9 )     -     $ -       12,613     $ 803,575     2/7/2023 (7)     -     -     7,749     4,686,440   Deming Xiao 2/14/2012     (1 )     3,531     $ 233,104       -       -     10/25/2018 (2)     48,000     30,854,400     -     -   12/28/2012     (2 )     166     $ 10,936       -       -     2/4/2020 (3)     2,481     1,585,971     -     -   2/11/2013     (3 )     31,940     $ 2,070,388       -       -     7/21/2020 (4)     8,040     5,148,655     -     -   12/14/2013     (4 )     216,000     $ 13,934,160       -       -     2/2/2021 (5)     10,857     6,911,349     -     -   2/4/2014     (5 )     1,551     $ 102,380       -       -     10/25/2022 (6)     -     -     27,104     17,225,405   2/4/2014     (6 )     102,322     $ 6,565,445       -       -     2/7/2023 (7)     -     -     11,434     6,915,055   2/3/2015     (7 )     6,054     $ 390,947       -       -   2/3/2015     (8 )     -     $ -       24,213     $ 1,561,981   12/31/2015     (9 )     -     $ -       15,136     $ 964,315   Maurice Sciammas 2/14/2012     (1 )     2,769     $ 182,748       -       -     10/25/2018 (2)     48,000     30,854,400     -     -   12/28/2012     (2 )     129     $ 8,546       -       -   2/11/2013     (3 )     28,182     $ 1,826,791       -       -   12/14/2013     (4 )     216,000     $ 13,934,160       -       -   2/4/2014     (5 )     1,368     $ 90,302       -       -     2/4/2020 (3)     2,481     1,585,971     -     -   2/4/2014     (6 )     90,284     $ 5,793,033       -       -     7/21/2020 (4)     8,040     5,148,655     -     -   2/3/2015     (7 )     6,054     $ 390,947       -       -     2/2/2021 (5)     10,857     6,911,349     -     -   2/3/2015     (8 )     -     $ -       24,213     $ 1,561,981     10/25/2022 (6)     -     -     27,104     17,225,405   12/31/2015     (9 )     -     $ -       15,136     $ 964,315     2/7/2023 (7)     -     -     11,434     6,915,055   Saria Tseng 2/14/2012     (1 )     2,769     $ 182,748       -       -     10/25/2018 (2)     48,000     30,854,400     -     -   12/28/2012     (2 )     129     $ 8,546       -       -     2/4/2020 (3)     2,481     1,585,971     -     -   2/11/2013     (3 )     28,182     $ 1,826,791       -       -     7/21/2020 (4)     8,040     5,148,655     -     -   12/14/2013     (4 )     216,000     $ 13,934,160       -       -     2/2/2021 (5)     10,857     6,911,349     -     -   2/4/2014     (5 )     1,368     $ 90,302       -       -     10/25/2022 (6)     -     -     27,104     17,225,405   2/4/2014     (6 )     90,284     $ 5,793,033       -       -     2/7/2023 (7)     -     -     11,434     6,915,055   2/3/2015     (7 )     6,054     $ 390,947       -       -   2/3/2015     (8 )     -     $ -       24,213     $ 1,561,981   12/31/2015     (9 )     -     $ -       15,136     $ 964,315     ______________ (1) These shares are PSUsThe market value of the unvested stock awards is based on the closing market price of our Common Stock of $630.78 as of December 29, 2023 (the last trading day of 2023), and includes any outstanding dividend equivalents accumulated and unpaid on such awards. 46 Table of Contents (2) Reflects market-based RSUs (“MSUs”) granted in February 2012.October 2018. The performance goals with respect to thesethe MSUs were achieved as of December 31, 2019. These MSUs fully vested on January 1, 2024, for a total vesting period of approximately five years, subject to continued employment. In addition, the MSUs contain a post-vesting sales restriction for up to an additional two years. (3) Reflects PSUs granted in February 2020. The performance goals with respect to the PSUs were achieved as of December 31, 2013.2021. 50% of these sharesPSUs vested in February 2014,2022, and the remaining 50% vestvested quarterly over the following two years through February 2016, for a total vesting period of four years, subject to continued employment. (2) In December 2012, our Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012.  Holders of unvested RSUs did not receive this special cash dividend, but the Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471.  The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. These additional awards vest over the remaining vesting periods of the original awards granted, subject to continued employment. (3) These shares are PSUs granted in February 2013. The performance goals with respect to these PSUs were achieved as of December 31, 2014. 50% of these shares vested in February 2015, and the remaining 50% vest quarterly over the following two years through February 2017,2024, for a total vesting period of four years, subject to continued employment. (4) (4) These shares are MSUs Reflects market and performance-based RSUs (“MPSUs”) granted in December 2013.July 2020. The performance goals with respect to these MSUsthe MPSUs were achieved as of December 31, 2015. The shares will vest quarterly over five years from January 1, 2019 to December 31, 2023, for a total vesting period of ten years, subject to continued employment. (5) These shares are time-based RSUs that vest quarterly over two years from the date of grant, subject to continued employment. (6) These shares are PSUs granted in February 2014. The performance goals with respect to these PSUs were achieved as of December 31, 2015. 50%2020. 75% of these sharesMPSUs vested in July 2023, and the remaining 25% will vest in February 2016, and the remaining 50% will vest quarterly over the following two years through February 2018, for a total vesting period of four years, subject to continued employment. (7) These shares are time-based RSUs that vest quarterly over three years from the date of grant, subject to continued employment. (8) These shares are PSUs granted in February 2015 and reflect the target level of performance. Upon achievement of the pre-determined performance targets at the end of 2016, 50% of these shares will vest in February 2017, and the remaining 50% will vest quarterly over the following two years through February 2019, for a total vesting period of four years, subject to continued employment.See the section“Compensation Discussion and Analysis - Analysis of 2015 Compensation Elements - Long-Term EquityIncentive Compensation”section above for further discussion. (9) These shares are MPSUs granted in December 2015 and reflect the target level of performance. Upon achievement of the pre-determined performance goals and stock price targets during the performance periods ending on December 31, 2019, the shares will fully vest on January 1, 2020,July 2024, for a total vesting period of four years, subject to continued employment.  In addition, the MPSUs contain a post-vesting sales restriction for upone year. (5) Reflects PSUs granted in February 2021. The performance goals with respect to an additionalthe PSUs were achieved as of December 31, 2022. 50% of these PSUs vested in February 2023, and the remaining 50% vest quarterly over the following two years.years through February 2025, for a total vesting period of four years, subject to continued employment. (6) Reflects MSUs granted in October 2022 at the target level of performance. The MSUs will vest upon achievement of the pre-determined stock price targets and the relative TSR performance during the performance period from October 25, 2022 to October 24, 2025, for a total vesting period of three years, subject to continued employment. (7) Reflects PSUs granted in February 2023 at the target level of performance. Upon achievement of the pre-determined performance goals through the end of the performance period on December 31 2025, these PSUs will vest immediately, for a total vesting period of approximately three years, subject to continued employment. See the section“Named Executive Officer Compensation — “Compensation Discussion and Analysis- Analysis of 2015 Compensation Elements- Long-Term EquityIncentive Compensation”section above” for further discussion.   2023 Option Exercises and Stock Vested   The following table sets forth certain information concerningon the option awards exercised and stock awards vested for our NEOs in 2015:2023. There were no option exercises in 2023.     Option Awards     Stock Awards     Stock Awards   NEOs   Number of Shares Acquired on Exercises     Value Realized on Exercise (1)     Number of Shares Acquired on Vesting     Value Realized on Vesting (2)   Name   Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)(1)   Michael Hsing     314,117     $ 11,594,486       248,497     $ 12,832,886     341,019     174,979,073   Meera Rao     -     $ -       71,642     $ 3,684,010   Bernie Blegen   53,074     26,758,684   Deming Xiao     -     $ -       98,633     $ 5,078,484     113,576     58,708,218   Maurice Sciammas     9,337     $ 373,408       85,622     $ 4,405,532     113,576     58,708,218   Saria Tseng     -     $ -       84,967     $ 4,373,936     113,576     58,708,218   (1) Value realized on vesting is equal to (a) the closing price of our Common Stock on the vesting date less any purchase price, multiplied by the number of shares that vested, plus (b) accumulated dividend equivalents attributable to such shares. 47 Table of Contents   ____________________ (1)     ValueThe amount of realized value of the vested stock awards for our NEOs is equaldirectly linked to the difference betweensignificant increase in our stock price during the vesting periods, thereby consistently creating significant long-term value for our stockholders. Each year, based on feedback from our stockholders, the Compensation Committee imposes substantial performance and vesting periods on all of our stock awards granted to the NEOs. For example, in 2023, a large portion (34%) of Mr. Hsing’s realized stock value was attributable to MSUs granted in December 2013 (“2013 MSUs”). These 2013 MSUs had a five-year performance period and, upon achievement of the market conditions, an additional five-year service condition, for a total of ten years. The 2013 MSUs began vesting quarterly in March 2019 and our stock price has increased more than 2,000% from December 14, 2013 (the grant date) to December 31, 2023, as illustrated in the chart below: As a result of the significant stock price appreciation during the performance and vesting periods, the realized value of the 2013 MSUs also increased when the shares began vesting in March 2019. Hypothetically, if our Common Stockstock price had remained at the time of exercise andgrant date level ($31.73), Mr. Hsing’s realized value for the strike price of2013 MSUs would have been significantly lower ($57 million less in 2023), as shown in the stock options, multiplied by the number of shares.chart below:   (2)     Value In summary, we believe that our NEOs’ high realized pay in 2023 is equalin full alignment with long-term stockholder interests given that a significant portion of their realized pay is attributed to the sum of (a) the markettheir stock awards earned based on strong company performance and being subject to long service-based vesting periods, combined with our stock price of our Common Stock on the vesting date, multiplied by the number of shares, plus (b) any accumulated dividend equivalents paid onincreasing significantly during such shares.periods.   48 Table of Contents   2023 Non-Qualified Deferred Compensation Plan In July 2013, after taking into account trends in federal personal income taxation, as well as the practices of our peer companies, our Compensation Committee adoptedWe have a non-qualified, unfunded deferred compensation plan, which allows key employees, including our NEOs, to defer the receipt of, and taxation on, cash compensation. Plan participants may defer up to 70% of their salary and up to 90% of their non-equity incentive plan compensation. Plan participants may elect to receive the deferred funds either in a lump sum or in annual installments of up to ten years, and to begin receiving distributions either at retirement or at a future date not less than 24 months from the election date. Investment returns on deferred balances are linked to the performance of the investment choices made available in the plan. We do not make contributions to the plan or guarantee returns on the investments. The following table summarizes contributions made by the non-qualified deferred compensation activity for our NEOs from compensation payable for 2015:in 2023: NEOs   Executive Contributions in Last FY (1)     Aggregate Earnings (Losses) in Last FY (2)     Aggregate Balance at Last FY   Michael Hsing   $ 2,285,346     $ 32,957     $ 4,048,420   Meera Rao   $ 747,283     $ -     $ 1,272,185   Deming Xiao   $ 827,762     $ (12,202 )   $ 1,550,406   Maurice Sciammas   $ 733,338     $ (13,668 )   $ 1,390,225   Saria Tseng   $ 826,362     $ (29,969 )   $ 1,484,309     Name   Executive Contributions in Last FY ($)(1)     Aggregate Earnings in Last FY ($)(2)     Aggregate Balance at Last FYE ($)(3)   Michael Hsing     2,340,734       1,130,120       20,487,353   Bernie Blegen     -       79,177       1,459,706   Deming Xiao     287,280       870,426       9,984,736   Maurice Sciammas     287,280       734,337       7,159,084   Saria Tseng     1,235,687       1,559,044       12,251,520   _____________________ (1) All executive contributions are reported as salary bonus or non-equity incentive plan compensation in the section““Named Executive Officer Compensation — 2023 Summary Compensation Table.” (2) Represents the netamounts credited to the NEOs’ accounts as a result of the performance of their investment choices. The amounts are not included in the section““Named Executive Officer Compensation — 2023 Summary Compensation Table”Table” because plan earnings are not “preferential or above-market” under SEC rules. (3) Includes the following cumulative amounts reported as compensation for the NEOs in the Summary Compensation Tables for previous years: Mr. Hsing, $14,662,554; Mr. Blegen, $786,811; Mr. Xiao, $7,149,434; Mr. Sciammas, $5,429,201; and Ms. Tseng, $7,936,509.   Potential Payments Upon Termination or Termination Upon Change-in-ControlChange in Control   Employment Agreements and Change-in-ControlChange in Control Arrangements   We have entered into employment agreements with each of our NEOs. The employment agreements establish the initial titles, salaries, and reporting responsibilities for the NEOs. The employment agreements also provide forthat each NEO tomay participate in our equity, bonus and benefits programs. Each of the employment agreements with Mr. Hsing, Mr. Xiao and Mr. Sciammas was amended in December 2008 to bring the agreements into compliance with Section 409A of the Internal Revenue Code. The employment agreement with Mr. Xiao was subsequently amended in March 2011 to grant Mr. Xiao an equity interest in Hue Ming LLC, a Delaware limited liability company formed by us, (see further discussion below).in connection with an ownership transfer of a corporate apartment in Chengdu, China, to Mr. Xiao. The equity interest became fully vested in March 2016 and Hue Ming LLC was dissolved. 49 Table of Contents   In addition to the terms described above, the employment agreements also provide certain severance benefits upon termination without cause or for good reason, or termination afterincluding within one year following a change-in-control,change in control (a “Change in Control with Termination”), as described in the following table. We have followed general market practices for senior executives in allowing limited change-in-controlchange in control arrangements for selected officers.   NEOs Agreement and Date Termination Withoutwithout Cause or Departure for Good Reason Change-in-Control Change in Control with Termination (1) Michael R. Hsing Employment Agreement dated March 10, 2008, as amended December 16, 2008. ● Base salary, target annual bonus and COBRA premiums for group-health plan benefits for 12 months;months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company. ● Base salary, target annual bonus and accelerationCOBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.  ● Acceleration of vesting of equity grantgrants equal to the number of equity grantshares that would have vested had the executive remained an employee for 12 months following the termination of employment. Base salary, target annual bonus and benefits for a period of 12 months; and acceleration● Acceleration of vesting of 100% of the executive’s unvested equity grant.grants.(1) Meera RaoBernie Blegen Employment Agreement dated January 5, 2009, as amended February 9, 2010.July 19, 2016. ● Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company;company. ● Base salary, target annual bonus and accelerationCOBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company. ● Acceleration of vesting of equity grantgrants equal to the number of equity grantshares that would have vested had the executive remained an employee for six months following the termination of employment. Base salary, target annual bonus and benefits for a period of 12 months; and acceleration● Acceleration of vesting of 100% of the executive’s unvested equity grant.grants.(1) Deming Xiao Employment Agreement dated March 10, 2008, as amended December 16, 2008 and March 3, 20112011. ● Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company;company. ● Base salary, target annual bonus and accelerationCOBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company. ● Acceleration of vesting of equity grant and ownership interest in Hue Ming LLCgrants equal to the number of equity grant or equity interestshares that would have vested had the executive remained an employee for six months following the termination of employment. Base salary, target annual bonus and benefits for a period of 12 months; and acceleration● Acceleration of vesting of 100% of the executive’s unvested equity grant.grants.(1) Maurice Sciammas Employment Agreement dated March 10, 2008, as amended December 16, 20082008. ● Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company;company. ● Base salary, target annual bonus and accelerationCOBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company. ● Acceleration of vesting of equity grantgrants equal to the number of equity grantshares that would have vested had the executive remained an employee for six months following the termination of employment. Base salary, target annual bonus and benefits for a period of 12 months; and acceleration● Acceleration of vesting of 100% of the executive’s unvested equity grant.grants.(1) Saria Tseng Employment Agreement dated December 16, 2008, as amended February 9, 20102010. ● Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company;company. ● Base salary, target annual bonus and accelerationCOBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company. ● Acceleration of vesting of equity grantgrants equal to the number of equity grantshares that would have vested had the executive remained an employee for six months following the termination of employment. Base salary, target annual bonus and benefits for a period of 12 months; and acceleration● Acceleration of vesting of 100% of the executive’s unvested equity grant.grants.(1)   _________ (1) With respect to the PSUs that have not been earned because the performance period is still in progress, a pro-rata portion of such awards shall vest to the extent the applicable performance levels are achieved through the date of the change in control, provided thatin accordance with the date of the change in control occurs after the first calendar year of the performance period.individual grant agreements. With respect to the MPSUsMSUs that have not been earned because the performance period is still in progress, such awards shall vest if the price hurdles are less than the per-share price paid in the change in control.control is greater than the price targets. In addition, the relative TSR market condition will be deemed satisfied, in accordance with the individual grant agreements. 50 Table of Contents   Each of the employment agreements with our NEOs also contains a provision whereby during the period of employment and thereafter, the executive shall not, without the prior written consent of us, disclose or use any confidential information or proprietary data other than for our interest. These employment agreements also contain a covenant not to solicit, beginning with the date of the executive’s termination and until one year thereafter.  All payments due under the severance benefits provided under the employment agreements with our NEOs are conditioned on the execution and non-revocation of a release for our benefit and the benefit of our related entities and agents.   A “change-in-control”“change in control” of MPS means a merger or consolidation after which our stockholders do not hold a majority of our outstanding voting securities, any transaction involving the transfer of greater than 50% of our voting power (unless otherwise provided for in an award agreement), a change in the composition of the Board occurring within a 12-month period, as a result of which less than a majority of the directors are incumbent directors (as such term is defined in the employment agreements), or a sale of all or substantially all our assets. “Cause” generally means the NEO’s failure to perform the duties or responsibilities of his or her employment, the NEO personally engaging in illegal conduct that is detrimental to us, the NEO being convicted of or pleadingnolo contendere to a felony or other crime involving moral turpitude, or the NEO committing a material act of dishonesty, fraud or misappropriation of property. “Good reason”Reason” generally means the NEO’s termination of employment following the expiration of anyan applicable cure period (as designated in each employment agreement) following the occurrence of: a material reduction in compensation (except where a substantially equivalent reduction is applied to all our officers), a material, adverse reduction in the NEO’s authority, responsibilities or duties, or a material change in the location at which the NEO performs services.   On March 3, 2011 (the “Amendment Date”), we entered into an amendment to the employment agreement with Mr. Xiao to provide an additional benefit to him in connection with his extended stay in China due to his increased responsibilities.  Pursuant to the amendment, we would transfer ownership of a corporate apartment in Chengdu, China, that was originally owned by our wholly-owned China subsidiary, to Mr. Xiao.  In order to effect the transfer, we formed a new wholly-owned subsidiary Hue Ming LLCand granted Mr. Xiao 100% ownership in such subsidiary, subject to vesting conditions.  The equity vested ratably over five years on each anniversary of the Amendment Date, and became fully vested in March 2016.  Estimated Payments Upon Termination or Change-in-ControlChange in Control with Termination   The following table sets forth the estimated payments required to be made to each NEO in connection with the termination of theirhis or her employment upon specified events, assuming a stock price of $63.71$630.78 per share, the closing price onas of December 31, 2015.29, 2023 (the last business day of 2023). The estimated amounts shown also assume that the termination was effective as of December 31, 2015,29, 2023, and include estimates of the amountsseverance benefits which would be paid out in a lump sum to the executives upon their termination. The actual amounts payable to each NEO can only be determined at the time of the termination of the executive’s employment.       Termination Without Cause or Departure for Good Reason     Change-in-Control With Termination   NEOs   Base Salary and Target Bonus     Acceleration of Vesting of Equity Awards     Other     Total Compensation     Base Salary and Target Bonus     Acceleration of Vesting of Equity Awards     Other     Total Compensation   Michael Hsing   $ 1,200,000     $ 20,439,610     $ 10,187     $ 21,649,797     $ 1,200,000     $ 73,226,947     $ 10,187     $ 74,437,134   Meera Rao   $ 279,000     $ 3,527,880     $ 3,584     $ 3,810,464     $ 558,000     $ 21,304,819     $ 7,167     $ 21,869,986   Deming Xiao   $ 306,000     $ 4,900,884     $ 24,357     $ 5,231,241     $ 612,000     $ 26,864,156     $ 16,390     $ 27,492,546   Maurice Sciammas   $ 306,000     $ 4,311,160     $ 11,536     $ 4,628,696     $ 612,000     $ 25,795,220     $ 23,071     $ 26,430,291   Saria Tseng   $ 306,000     $ 4,311,160     $ 9,760     $ 4,626,920     $ 612,000     $ 25,795,220     $ 19,520     $ 26,426,740       Termination without Cause or Departure for Good Reason     Change in Control with Termination   Name   Base Salary and Target Bonus ($)     Acceleration of Vesting of Equity Awards ($)     Other ($)     Total Compensation ($)     Base Salary and Target Bonus ($)     Acceleration of Vesting of Equity Awards ($)     Other ($)     Total Compensation ($)   Michael Hsing     2,494,800       107,181,980       28,537       109,705,317       2,494,800       316,140,386       28,537       318,663,723   Bernie Blegen     606,450       33,152,614       9,684       33,768,748       1,212,900       98,142,989       19,369       99,375,258   Deming Xiao     658,350       34,581,567       12,569       35,252,486       1,316,700       134,858,775       25,137       136,200,612   Maurice Sciammas     658,350       34,581,567       16,887       35,256,804       1,316,700       134,858,775       33,775       136,209,250   Saria Tseng     658,350       34,581,567       18,587       35,258,504       1,316,700       134,858,775       37,175       136,212,650     In the event the NEOs resign without good reason or we terminate their employment for cause, we will have no obligation to pay or provide any compensation or benefits as a result of the employment agreements between us and the NEOs. In the event of the NEOs’ death or disability, except as required by applicable law, we will have no obligation to pay or provide any compensation or benefits under the employment agreements between us and the NEOs.   CEO Pay Ratio For 2023, our CEO pay ratio was determined as follows: ● The annual total compensation of our CEO was $14,643,469 as reported in the “Total” column in the 2023 Summary Compensation Table disclosed above. ● The median of the annual total compensation of all employees (other than our CEO) was $49,493. The median employee was located in China.  ● The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 296 to 1.  This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To determine the median of the annual total compensation of our employees, we applied the following methodologies and assumptions: ● We selected December 31, 2023 as the date for purposes of establishing the employee population used in identifying the median employee. ● As of December 31, 2023, our global headcount consisted of approximately 3,500 permanent and temporary employees, with a majority of these employees located in international locations with various market wages and cost of living standards. All of these employees were included in the employee population used in identifying the median employee. 51 Table of Contents ● We used payroll and equity plan records for the twelve-month period from January 1, 2023 to December 31, 2023. The components of annual compensation included base salary, sales commissions, bonuses, the grant date fair value of stock awards and certain employee benefits. ● Total compensation was annualized for permanent employees who commenced employment during the year. Total compensation was not annualized for temporary employees. ● No cost-of-living or other adjustments permissible by the SEC rules were made. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Alternative Measure: As discussed in the Compensation Discussion and Analysis section above, more than 94% of our CEO’s annual compensation was tied to rigorous performance conditions in 2023, while the annual compensation of our median employee was not tied to performance goals. Accordingly, as an alternative measure, management believes that a more direct and meaningful pay ratio is to compare compensation that is not tied to any performance objectives. Based on this method, our alternative CEO pay ratio was determined as follows: ● The alternative annual total compensation of our CEO was $822,877 (consisting of his cash salary for 2023). ● The median of the annual total compensation of all employees (other than our CEO) remained $49,493. ● The ratio of the alternative annual total compensation of our CEO to the median of the annual total compensation of all employees was 17 to 1.   Pay Versus Performance The following Pay Versus Performance information presents the compensation of our NEOs disclosed in the Summary Compensation Table (“SCT”), as well as compensation actually paid (“CAP”) to our NEOs and certain performance measure results prepared in accordance with Item 402(v) of SEC Regulation S-K. As discussed further below, the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year. The Compensation Committee did not consider the Pay Versus Performance information in making its compensation decisions for our NEOs. For additional information about our performance-based pay philosophy and how the Compensation Committee aligns executive compensation with our performance, refer to “NamedExecutive Officer Compensation — Compensation Discussion and Analysis.”  52 Table of Contents                                     Value of Initial Fixed $100 Investment Based on:                   Year   Summary Compensation Table Total for PEO ($)(1)     Compensation Actually Paid to PEO ($)(1)(2)     Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)     Average Compensation Actually Paid to Non- PEO NEOs ($)(1)(2)     TSR ($)(3)     Peer Group TSR ($)(3)     Net Income (in thousands)($)(4)     Company-Selected Measure: Revenue Growth Rate (5)   2023     14,643,469       138,253,668       5,936,147       48,844,169       365.00       225.75       427,374       2 % 2022     20,664,936       (66,596,378 )     8,578,977       (18,412,649 )     203.03       136.90       437,672       49 % 2021     20,254,831       114,053,034       7,227,671       35,989,415       281.12       213.35       242,023       43 % 2020     14,670,153       166,896,795       4,194,878       50,263,845       207.49       151.14       164,375       34 % (1) For each of 2023, 2022, 2021 and 2020 (each, a “Covered Year”), our CEO, Mr. Hsing, served as our principal executive officer (“PEO”). For each Covered Year, our non-PEO NEOs were Mr. Blegen, Mr. Xiao, Mr. Sciammas and Ms. Tseng. (2) The CAP amounts reflect the following adjustments to the SCT amounts for each Covered Year: PEO: Reconciliation of SCT amounts to CAP amounts (a)   FY 2023 ($)     FY 2022 ($)     FY 2021 ($)     FY 2020 ($)                                       Total SCT amounts     14,643,469       20,664,936       20,254,831       14,670,153   - “Stock Awards” amounts under the SCT     (12,311,787 )     (13,865,090 )     (13,782,908 )     (12,395,153 ) + Covered Year-end fair value of awards granted in the Covered Year that are outstanding and unvested as of the end of the Covered Year     16,607,564       13,362,890       18,645,892       25,907,039   +/- Change in fair value (from prior year-end to Covered Year-end) of awards granted prior to Covered Year that are outstanding and unvested as of the end of the Covered Year     66,793,621       (60,534,831 )     73,338,316       118,265,198   +/- Change in fair value (from prior year-end to vesting date) of awards granted prior to Covered Year that vested in the Covered Year     52,520,801       (26,224,283 )     15,596,903       20,449,558   Total CAP amounts     138,253,668       (66,596,378 )     114,053,034       166,896,795   Average Non-PEO NEOs: Reconciliation of SCT amounts to CAP amounts (a)   FY 2023 ($)     FY 2022 ($)     FY 2021 ($)     FY 2020 ($)                                       Total SCT amounts     5,936,147       8,578,977       7,227,671       4,194,878   - “Stock Awards” amounts under the SCT     (4,729,791 )     (5,061,001 )     (3,880,508 )     (3,189,878 ) + Covered Year-end fair value of awards granted in the Covered Year that are outstanding and unvested as of the end of the Covered Year     6,380,090       3,843,543       5,249,657       6,629,115   +/- Change in fair value (from prior year-end to Covered Year-end) of awards granted prior to Covered Year that are outstanding and unvested as of the end of the Covered Year     25,927,600       (19,793,194 )     23,214,310       36,946,829   +/- Change in fair value (from prior year-end to vesting date) of awards granted prior to Covered Year that vested in the Covered Year     15,330,123       (7,053,985 )     4,178,285       5,682,901   + Excess fair value for award modifications     -       1,073,011       -       -   Total CAP amounts     48,844,169       (18,412,649 )     35,989,415       50,263,845           ______________ (a) Our equity awards include PSUs with a purchase price condition, MSUs and MPSUs. The grant date fair value for these awards was determined using a Monte Carlo simulation model. Assumptions used in the grant date valuation are disclosed in our 2023 Annual Report. For equity awards vested during the applicable Covered Year, the fair value was based on the closing stock price plus accumulated dividend equivalents at the vesting date. For outstanding equity awards for which the performance conditions have not been achieved, the year-end fair value was determined using a Monte Carlo simulation model. The increases or decreases in the year-end fair value were mainly driven by changes in our stock price. For outstanding equity awards for which all the performance conditions have been achieved but additional time-based service conditions are required, the year-end fair value was based on the closing stock price plus accumulated dividend equivalents. (3) For purposes of this tabular disclosure, our peer group represents the PHLX Index, which we also disclose in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2023 Annual Report. For each Covered Year, our TSR and our peer group’s TSR were calculated as the cumulative TSR from December 31, 2019 through the last day of the applicable Covered Year, assuming that $100 was invested on December 31, 2019. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 53 Table of Contents (4) The amounts represent GAAP net income. (5) In our assessment, the Company-Selected Measure is our revenue growth rate, which represents the most important financial performance measure used by us to link CAP to our NEOs for 2023 to our performance. Refer to “Named Executive Officer Compensation — Compensation Discussion and Analysis” for further discussion. Revenue growth rate represents the year-over-year percentage increase in GAAP revenue. While the performance measure under our long-term equity compensation program for 2023 is based on the average of our three-year revenue growth rate, the Company-Selected Measure presented in the table covers our one-year revenue growth rate for each applicable Covered Year in accordance with SEC rules. Relationship Between CAP and Performance Measures Because our executive compensation program is significantly comprised of performance-based equity awards, the primary determinants of the CAP amounts, as calculated under SEC rules, are our stock price, actual payouts from awards vested during the applicable Covered Year, and the number of outstanding awards based on projected and actual performance achievement. As shown in the table above, the CAP amounts include year-end revaluations of equity awards granted in the applicable Covered Year, plus the year-over-year changes in the fair value of vested and outstanding equity awards granted in multiple historical years, all of which are heavily impacted by the performance of our stock price. Relationship Between CAP and TSR: The following chart compares the CAP amounts to the cumulative TSR since December 31, 2019, measured as of the last day of each Covered Year. 54 Table of Contents Relationship Between CAP and Net Income: The following chart compares the CAP amounts to our net income for each Covered Year. Net income is not a direct performance measure in our executive compensation program. However, we use non-GAAP operating income as the performance measure in our short-term cash incentive plan. Net income and non-GAAP operating income metrics measure different levels of our profitability. The CAP amounts do not always correlate to our profitability because our executive compensation program is heavily weighted towards long-term equity awards, which could vary significantly in value with changes to our stock price. Relationship Between CAP and Company-Selected Measure: The following chart compares the CAP amounts to the Company-Selected Measure for each Covered Year. While the performance measure for our 2023 equity awards takes into consideration the average of our three-year revenue growth rate, we presented our one-year revenue growth rate as the Company-Selected Measure in accordance with SEC rules. In addition, since our executive compensation program is heavily weighted towards long-term equity awards, the CAP calculations in any Covered Year are largely impacted by changes to our stock price. 55 Table of Contents Performance Measures The following list includes the financial performance measures that, in our assessment, represent the most important financial performance measures used by us to link CAP to our NEOs for 2023 to our performance. These measures are not ranked. 1. Revenue growth rate 2. Non-GAAP operating income 3. Manufacturing capacity outside of China Equity Compensation Plan Information   The following table summarizes certain information with respect tounder our Common Stock that may be issued under the equity compensation plans as of December 31, 2015:2023:   Plan Category   Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)   Weighted-average exercise price of outstanding options, warrants and rights (b)   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))     Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)(a)     Weighted-average exercise price of outstanding options, warrants and rights ($)(b)     Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)(c)   Equity compensation plans approved by stockholders (1)                                                4,322,000 (2) $ 17.50 (3)                                              9,390,000 (4)   2,086,000 (2)   30.00 (3)   8,553,000 (4) ____________________ (1) Our equity compensation plans approved by stockholders include:  include the following:   (i) 2004 Equity Incentive Plan, which expired in November 2014. We can no longer grant equity awards under the 2004 Equity Incentive Plan and shares that remained available for issuance under the plan expired in November 2014. (ii)  Amended 2014 Equity Incentive Plan, which became effective in November 2014June 2020 and provides for the issuance of up to 5.510.5 million shares. The Amended 2014 Equity Incentive Plan has a ten-year term.term and will expire in June 2030. (ii) Amended 2004 ESPP, which became effective in August 2023 and provides for the issuance of up to 4.4 million shares. The Amended 2004 ESPP has a 15-year term and will expire in August 2038. (2) (iii) 2004 Employee Stock Purchase Plan, which incorporates an evergreen provision pursuant to whichIncludes the following outstanding awards: 102,000 RSUs, 427,000 PSUs, 1,502,000 MSUs, and 55,000 MPSUs. The number of securities reported for performance awards was generally based on January 1 of each year, the aggregateactual number of shares of Common Stock reserved for issuance can increase by athat have been earned, but are subject to additional service conditions before they vest. For those performance awards that have not been earned because the performance period was still in progress, the number of shares equal tosecurities reported was based on the least of: (i) 2%probable outcome of the outstanding shares of Common Stock on the first dayperformance conditions, and thus may differ from eventual dilution. (3) RSUs, MSUs and MPSUs have no purchase price. PSUs require employees to pay MPS $30 per share upon vesting of the fiscal year, (ii) 1.0 million shares or (iii) a lesser number of shares determined byshares. However, this purchase price requirement for the Board. The 2004 Employee Stock Purchase Plan has a 20-year term.PSUs is waived if certain price targets are met during the performance period.  (2) (4) Includes 0.1 million4,153,000 shares of outstanding options and 4.2 million shares of outstanding RSUs.  (3) The weighted-average exercise price is calculated based solely on the exercise price of the outstanding options and does not reflect the outstanding RSUs which have no exercise price.  (4) Includes 4.7 million shares of Common Stockthat remained available for future issuance under the Amended 2014 Equity Incentive Plan (all of which may be subject to awards other than options, warrants and 4.7 millionother rights), and 4,400,000 shares of Common Stockthat remained available for future issuance under the Amended 2004 Employee Stock Purchase Plan.ESPP.    Audit Committee Report   The purpose of the Audit Committee is to provide oversight of the Company’sour accounting and financial reporting processes and the audit of the Company’sour financial statements;statements, appoint the independent registered public accounting firm to audit the Company’sour financial statements;statements, and assist the Board in the oversight of: (i) the integrity of the Company’sour financial statements, (ii) the Company’sour compliance with legal and regulatory requirements, (iii) the independent auditor’sregistered public accounting firm's qualifications, independence and performance, and (iv) the Company’sour internal accounting and financial controls. In addition, the Audit Committee provides the Board with such information and materials as it may deem necessary to make the Board aware of financial matters requiring the attention of the Board.   The Audit Committee has a duly adopted charter, which it reviews on an annual basis. The Audit Committee has determined that it fulfilled its responsibilities under the Audit Committee Charter in 2015.     56 Table of Contents   The Audit Committee is responsible for recommending to the Board that the Company’sour financial statements be included in its Annual Report on Form 10-K. The Audit Committee took a number of steps in making this recommendation for 2015,2023, including:     ● reviewing and discussing the audited financial statements with the Company’sour independent registered public accounting firm and management;     ● discussing with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing StandardsStandard No. 61, as amended (AICPA,1301, Professional StandardsCommunications with Audit Committees, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;Board; and     ● receiving the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’saccounting firm's communications with the Audit Committee concerning independence, and discussing with the independent registered public accounting firm their independence.    Based upon the reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20152023 for filing with the SEC.   Members of the Audit Committee:Committee (as of the date the actions above were taken):   Victor K. Lee, Chairman Karen A. Smith BogartHerbert Chang Eileen Wynne Jeff Zhou   57 Table of Contents   PROPOSAL FOUR   STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY The following stockholder proposal has been submitted to us by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278 (the “Proponent”). In accordance with SEC regulations, the Proponent has submitted documentation indicating that he is the beneficial owner of 15 shares of our Common Stock and he intends to continue to hold the requisite amount of shares through the date of the Annual Meeting. The complete text of the stockholder proposal is reproduced verbatim as submitted to us. All statements contained in the stockholder proposal are the sole responsibility of the Proponent. For the reasons set forth following the Proponent’s proposal, our Board opposes adoption of the proposal and recommends that you vote AGAINST the proposal. Proponent’s Proposal Proposal 4 – Elect Each Director Annually RESOLVED, shareholders ask that our Company take all the steps necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting. Although our management can adopt this proposal topic in one-year and one-year implementation is a best practice, this proposal allows the option to phase it in. Classified Boards like the Monolithic Power Systems Board have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.” A total of 79 S&P 500 and Fortune 500 companies, worth more than $1 trillion, have adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value at virtually no extra cost to shareholders. Thus it was not a surprise that this proposal topic won more than 96%-support at both Centene Corporation and Teleflex in 2021. Annual election of each director gives shareholders more leverage if the Board of Directors performs poorly. For instance if the Board of Directors approves executive pay that is excessive or is poorly incentivized shareholders can soon vote against the Board’s executive pay committee members instead of potentially waiting 3-years under the current setup. For instance MPWR executive pay was rejected by 43% of shares in 2023 in spite of management using shareholder money for an extra promotion for the excessive executive pay that was ultimately rejected by 42% of shares when a 5% rejection is often the norm at well performing companies. Consequently the members of the MPWR executive pay committee deserved negative votes but under the 3-year director terms at MPWR none of these 3 directors were on the 2023 annual meeting ballot. However the 2 directors on the 2023 annual meeting ballot, Mr. James Moyer and Mr. Victor Lee, each received 22% in negative votes when 5% in negative votes is often the norm at well performing companies. To make matters whose Mr. Moyer at age 81 is now elected to serve until age 83 with no intervening opportunity for shareholders to vote against Mr. Moyer. Due to poor health Mr. Moyer missed 2 Board meetings which is all the worse because the Monolithic Power Systems board has only 8 directors. Please vote yes: Elect Each Director Annually - Proposal 4 58 Table of Contents Board’s Opposing Statement Our Board recommends a vote AGAINST the stockholder proposal requesting that we take all necessary steps to declassify our Board. Our Board believes that there is no “one size fits all” governance approach. The appropriate standard by which to judge MPS’s classified board structure is whether it protects the interests of our stockholders. Our Board does not believe that declassifying our Board is in the best interest of MPS and stockholders for the following reasons: 1. Our Classified Board Structure Reduces our Vulnerability to Takeovers and Protects Stockholder Value. Our classified board structure reduces our vulnerability to coercive takeover tactics and inadequate takeover bids by encouraging persons seeking control of MPS to negotiate with our Board, and thereby better positions our Board to negotiate effectively on behalf of all our stockholders. Our classified board structure is designed to safeguard against an insurgent stockholder replacing a majority of our directors with its own nominees at a single annual meeting of stockholders, thereby gaining control of MPS and assets without paying fair value to our stockholders. In particular, in recent years, hedge funds and other activist investors have increasingly used the threat of a proxy fight to pressure boards to take actions that produce short-term gains at the expense of strategies designed to achieve meaningful long-term stockholder value. Because only approximately one-third of our directors are elected at any annual meeting of stockholders, at least two annual meetings of stockholders would be required to change a majority of the directors serving on our Board, providing incumbent directors substantial leverage to negotiate the best results for our stockholders. Our classified board structure does not preclude a takeover, but rather provides our Board the time and flexibility necessary to be in the best position to evaluate the adequacy and fairness of proposed offers, consider alternative methods of maximizing stockholder value, protect all stockholders against abusive tactics during a takeover process and, as appropriate, negotiate the best possible return for all stockholders, without the threat of imminent removal of a majority of the members of our Board. We believe this is particularly important in the current environment of stock market volatility, in which persons seeking to gain control of a company may pursue coercive takeover tactics during a period of depressed stock prices, even where the decline in the company’s stock price may be temporary and due to factors outside of its control. The closing price of our Common Stock has ranged from $342.95 to $637.39 per share during 2023, and $571.06 to $767.60 per share during the three-month period from December 15, 2023 to March 15, 2024, which illustrates how attractive and vulnerable we might be to an opportunistic acquirer seeking to acquire our Common Stock at a time when our intrinsic value may not be fully reflected in our Common Stock. Elimination of our classified board structure would make it more difficult for our stockholder-elected Board to preserve and maximize value for all stockholders in the event of an unsolicited takeover bid. 2. Our Classified Board Structure Promotes Independence, Stability, Continuity and Experience. We are committed to strong corporate governance and our Board regularly reviews our governance structure, including our classified board structure. Our Board is divided into three classes, with each class serving a staggered three-year term. Electing directors to three-year terms, rather than one-year terms, enhances the independence of our non-management directors and encourages them to make decisions in the long-term best interest of our company and stockholders. This reduces the potential influence of certain investors and special interest groups with short-term agendas that may be harmful to the long-term interests of MPS and stockholders. This long-term perspective differentiates MPS from other companies, and we believe this perspective is a significant reason why our stock price has increased by 1,900% in the past ten years (from December 31, 2013 to December 31, 2023). Our classified board structure also promotes orderly succession of directors by ensuring that at any given time there are experienced, tenured directors serving on our Board who are familiar with MPS and its business, strategic goals, history, technology, operations, culture and employee base. We believe three-year terms enable our directors to develop substantive knowledge about our complex business and operations, which enables them to make long-term strategic decisions that are in the best interest of our stockholders. Currently, our Board is comprised of individuals with the following tenures: Name Director Since Michael Hsing 1997 Herbert Chang 1999 Eugen Elmiger 2012 Victor K. Lee 2006 Carintia Martinez 2021 James C. Moyer 1998 Eileen Wynne 2023 Jeff Zhou 2010 59 Table of Contents We believe our Board strikes an appropriate balance between directors with long-term institutional knowledge of MPS and new directors with fresh perspectives. If our Board were declassified, in a single election cycle it could be wholly replaced by directors unfamiliar with our history, business and strategies, resulting in a significant loss of critical institutional knowledge. Our classified board structure allows for orderly change, with new directors with fresh perspectives benefitting from serving with directors with longer tenures. Our Nominating and Corporate Governance Committee regularly reviews succession planning for our Board, intends to implement a policy regarding director time commitments and plans to establish an advisory board to assist us in various areas of our business and to provide potential candidates to join the Board over time. Competition for qualified directors in our industry is intense and increases each year. Our classified board structure assists us in attracting and retaining highly qualified directors by increasing the likelihood that they will have sufficient time to immerse themselves in our business and operations and execute on important long-term initiatives. Our classified board structure also requires a higher level of commitment from our newly appointed directors, as they are generally expected to serve up to a three-year first term. 3. Our Classified Board Structure Provides Accountability to Our Stockholders. Since becoming a public company, our Board has been comprised of a majority of independent, non-employee directors and each of our board committees has always consisted entirely of independent directors. We have adopted director membership criteria to help ensure that the nominees to our Board reflect our high governance standards and are prepared to serve the best interests of all of our stockholders. We believe that our corporate governance practices reflect our commitment to accountability and serve the interests of our stockholders. In addition, all directors, regardless of the length of their term, have a fiduciary duty under the law to act in a manner that they believe to be in the best interests of MPS and our stockholders. Accountability depends on the selection of experienced and committed individuals, not on whether they serve terms of one year or three years. As a result, the classified board structure maintains the same level of accountability as with annual elections of directors. After careful consideration, our Board has determined that continuation of our classified board structure is appropriate and in the best long-term interests of MPS and our stockholders. OUR BOARD RECOMMENDS A VOTEAGAINST APPROVAL OF PROPOSAL FOUR. 60 Table of Contents Other Matters   We know of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as we may recommend.   Forward-Looking Statements Safe Harbor Statement This Proxy Statement contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts or guarantees of future performance or events, are based on current expectations, estimates, beliefs, assumptions, goals, and objectives, and involve significant known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed by these statements. Readers of this Proxy Statement are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Forward-looking statements involve significant risks and uncertainties, including those identified in our SEC filings, including, but not limited to, our 2023 Annual Report. The forward-looking statements in this Proxy Statement represent our projections and current expectations, as of the date hereof, not predictions of actual performance.   BY ORDER OF THE BOARD OF DIRECTORS Dated: April 29, 20162024 Saria Tseng Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary   61 Table of Contents   Annexure A RECONCILIATION OF GAAP ANDTO NON-GAAP MEASURES (1) (in thousands, except per-share amounts)     FY 2023     FY 2022     FY 2021   GAAP operating income   $ 481,736     $ 526,785     $ 262,417   Stock-based compensation expense     149,711       160,992       123,479   Amortization of acquisition-related intangible assets     132       132       44   Deferred compensation plan expense (income)     9,561       (7,011 )     5,124   Non-GAAP operating income     641,140       680,898       391,064   Litigation expense     6,891       8,001       9,225   Non-GAAP operating income used in short-term cash incentive plan   $ 648,031     $ 688,899     $ 400,289                             GAAP net income   $ 427,374     $ 437,672     $ 242,023   Stock-based compensation expense     149,711       160,992       123,479   Amortization of acquisition-related intangible assets     132       132       44   Deferred compensation plan expense (income)     1,055       (411 )     561   Tax effect     (3,625 )     1,559       (9,434 ) Non-GAAP net income   $ 574,647     $ 599,944     $ 356,673                             GAAP net income per share - diluted   $ 8.76     $ 9.05     $ 5.05   Non-GAAP net income per share - diluted   $ 11.78     $ 12.41     $ 7.45   Shares used in the calculation of diluted net income per share     48,771       48,358       47,889         FY 2013     FY 2014 (2)     FY 2015   GAAP operating income   $ 23,915     $ 35,300     $ 41,070   Adjustments:                         Stock-based compensation expense     20,701       33,454       41,563   Change in fair value of contingent consideration     -       -       (2,507 ) Acquisition-related transaction costs     -       622       -   Amortization of acquisition-related intangible assets     -       672       1,759   Deferred compensation plan expense (income) expense, net     11       66       (200 ) Non-GAAP operating income   $ 44,627     $ 70,114     $ 81,685                             GAAP net income   $ 22,898     $ 35,495     $ 35,172   Adjustments:                         Stock-based compensation expense     20,701       33,454       41,563   Change in fair value of contingent consideration     -       -       (2,507 ) Acquisition-related transaction costs     -       622       -   Amortization of acquisition-related intangible assets     -       672       1,759   Deferred compensation plan (income) expense, net     21       (53 )     175   Cash award     (266 )     -       -   Tax effect     (2,226 )     (4,435 )     1,058   Non-GAAP net income   $ 41,128     $ 65,755     $ 77,220                             GAAP net income per share - diluted   $ 0.59     $ 0.89     $ 0.86   Non-GAAP net income per share - diluted   $ 1.06     $ 1.65     $ 1.89   Shares used in the calculation of diluted net income per share     38,620       39,793       40,869   ____________________ (1) These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. MPS utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance, and to evaluate and manage its internal business and assist in making financial, operating and compensation decisions. Our Compensation Committee also evaluates non-GAAP financial measures when reviewing management’s performances and reaching compensation decisions. MPS believes that the non-GAAP financial measures, together with GAAP measures, provide investors with an alternative presentation useful to investors'their understanding of MPS’s core operating results and trends. Additionally, MPS believes that the inclusion of non-GAAP measures, together with GAAP measures, providesmay provide investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by MPS. (2) The GAAP and non-GAAP financial results for 2014 included a one-time income of $9.5 million related to the resolution of a patent litigation judgment. See Note 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016, for further discussion.    62 Table of Contents   63 Table of Contents 64