SEMTECH CORP

Role of the Human Capital and Compensation Committee and Management

All decisions regarding compensation of our executive officers are made by the Human Capital and Compensation Committee. The Human Capital and Compensation Committee provides regular updates to the Board regarding its decisions.

Our CEO provides recommendations to the Human Capital and Compensation Committee regarding the compensation of our executive officers (other than for himself). Our CEO further participates in the executive compensation decision-making process as follows:

Our CFO evaluates the financial implications of the Company’s compensation programs. Other executive officers (including other NEOs) may periodically participate in the compensation process and in Human Capital and Compensation Committee meetings at the invitation of the Human Capital and Compensation Committee to advise on performance and/or activity in areas with respect to which these executive officers have particular knowledge or expertise. None of our NEOs are members of the Human Capital and Compensation Committee or otherwise had any role in determining the compensation of the NEOs.

Role of Committee Advisors

The Human Capital and Compensation Committee may engage the services of outside advisors, experts and others to assist in analysis and decision making. Additionally, the Human Capital and Compensation Committee evaluates our compensation policies and practices in comparison to the published standards, market and peer group norms, and guidelines of third-party proxy advisory services used by many institutional investors. During fiscal year 2026, the Human Capital and Compensation Committee engaged the services of Compensia as an independent executive compensation advisor.

During fiscal year 2026, Compensia provided support on the following matters:

Compensia did not provide any additional services or products to the Company during fiscal year 2026 beyond the services relating to its support of the Human Capital and Compensation Committee. The Human Capital and Compensation Committee reviewed the services provided by Compensia and considered the factors prescribed by the SEC and Nasdaq to assess the independence of these compensation advisors. Based on its review, the Human Capital and Compensation Committee determined that no conflicts of interest exist between the Company and Compensia and believes that Compensia is independent.

Role of Peer Companies

The Human Capital and Compensation Committee considers various factors and criteria when determining annual salary, target annual cash incentive levels and target annual long-term incentive award values for executives, including compensation practices at selected peer companies and industry survey data provided by our compensation consultant. The applicable group of peer companies is selected annually for use as the comparative pool by the Human Capital and Compensation Committee during the course of the fiscal year. The peer company information assists the Human Capital and Compensation Committee and the Company in identifying and understanding how our competitors and industry-comparable companies compensate their executives, and in determining how the

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Company’s compensation packages compare to industry and market-competitive amounts. In addition to aiding us with compensation related actions and decisions, this peer company evaluation is also informative in providing compensation information that supports potential recruitment and retention of executives by the Company. Because the peer companies do not universally report data for positions comparable to each of our NEOs, the Human Capital and Compensation Committee also reviewed market data from the Radford Global Technology survey. The Human Capital and Compensation Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted below).

In selecting our fiscal year 2026 peer group companies, the Human Capital and Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics, and, like us, focus their business on analog and mixed-signal semiconductors and integrated circuits. Because of consolidation in the industry, there are fewer publicly-traded companies in the semiconductor industry based in the U.S. To increase the number of companies that could potentially be considered as peer companies, the Human Capital and Compensation Committee also considered publicly-traded companies based in the U.S. that are similar to us in terms of the other factors noted above, but are in an expanded industry profile that included manufacturers of equipment used to make semiconductors. Additionally, the Human Capital and Compensation Committee generally sought to limit the group of peer companies to those that have annual revenue between 50% and 200% of the Company’s annual revenue and market capitalization between 33% and 300% of the Company’s market capitalization at the time of the peer selection. In November 2024, the Human Capital and Compensation Committee selected the following companies as the peer group of companies for purposes of its fiscal year 2026 executive compensation determinations (collectively, the “Peer Group”):

Compared with the fiscal year 2025 peer group and to more closely align the group with the criteria listed above, ADTRAN Holdings, Inc. was removed and, because it was acquired during fiscal year 2026, Infinera Corporation was also removed.