SEMTECH CORP
For the period ended May 5, 2025. Filed Apr 24, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 5, 2025 · Filed Apr 24, 2025
Contents
Proxy Statement Summary
| PROXY STATEMENT SUMMARY | This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about April 24, 2025. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting. References in this Proxy Statement to “we,” “our,” “us” or “Semtech” refer to Semtech Corporation. |
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2025 Annual Meeting of Stockholders
| Date and Time | Location | Record Date |
|---|---|---|
| Thursday, June 5, 2025 11:00 a.m., Pacific Time | 200 Flynn Road, Camarillo, California 93012 | April 11, 2025 |
Matters To Be Voted Upon
The following table summarizes the proposals to be voted upon at the 2025 Annual Meeting of Stockholders to be held on June 5, 2025 (the “Annual Meeting”) and voting recommendations of the Board of Directors (the “Board”) with respect to each proposal.
| Proposals | Board Recommendation | Page Reference |
|---|---|---|
| 1. Elect the nine directors nominated by the Company’s Board and named in this Proxy Statement to hold office until the next annual meeting and until their respective successors are duly elected and qualified or until their earlier resignation or removal | FOR each nominee | 5 |
| 2. Ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company for fiscal year 2026 | FOR | 90 |
| 3. Approve, on an advisory basis, the Company’s executive compensation | FOR | 92 |
| 4. Approve the amendment and restatement of the Semtech Corporation 2017 Long-Term Equity Incentive Plan | FOR | 93 |
Director Nominees
The Board currently consists of nine directors. Each of our directors will stand forre-election at our Annual Meeting. Assuming each of our nominees is elected, the Board will continue to be comprised of nine directors. The following table provides summary information about each of our current directors and director nominees and whether the Board considers each of them to be independent under Nasdaq’s independence standards.
| Name | Age | Director Since | Independent | Committee Membership |
|---|---|---|---|---|
| Ye Jane Li | 57 | 2016 | Yes | Human Capital and Compensation Committee Nominating and Governance Committee Chair Technology and Strategy Committee |
| Martin S.J. Burvill | 66 | 2020 | Yes | Human Capital and Compensation Committee Chair Nominating and Governance Committee |
| Rodolpho C. Cardenuto | 65 | 2018 | Yes | Audit Committee |
| Gregory M. Fischer | 61 | 2023 | Yes | Human Capital and Compensation Committee Nominating and Governance Committee Technology and Strategy Committee |
| Saar Gillai | 58 | 2018 | Yes | Human Capital and Compensation Committee Nominating and Governance Committee Technology and Strategy Committee Chair |
| Hong Q. Hou | 61 | 2023 | No | Technology and Strategy Committee |
| Paula LuPriore | 67 | 2020 | Yes | Audit Committee Human Capital and Compensation Committee |
| Julie G. Ruehl | 59 | 2023 | Yes | Audit Committee |
| Paul V. Walsh, Jr. | 60 | 2023 | Yes | Audit Committee Chair Nominating and Governance Committee Technology and Strategy Committee |
2 |Semtech Corporation 2025 Proxy Statement
Corporate Governance Highlights
Semtech is committed to a governance structure that provides strong stockholder rights and meaningful accountability.
| • Independent Chair of the Board • Majority independent Board • Active stockholder engagement practices • Single voting class stock • Annual Board and Committee self-evaluations • Ongoing continuing education required for directors | • Director resignation policy for nominees who fail to achieve a majority vote • Regular executive sessions of independent directors • No poison pill • Regular risk assessment • Overboarding policy • Robust executive succession planning |
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Compensation Program Highlights
Our executive compensation program is designed to drive behavior that supports sustained stockholder returns and effectivepay-for-performance outcomes over time. It is designed to incorporate compensation best practices and is overseen by our Human Capital and Compensation Committee. Our equity incentive awards are performance-based and intended to align with the long-term best interests of stockholders and to retain our management team.
The Human Capital and Compensation Committee has engaged in best practices to align executive pay with Company performance and to ensure good governance in the following ways:
| WHAT WE DO | |
|---|---|
| We pay for performance. All of our equity incentive awards have multi-year vesting and/or performance requirements, with a significant portion of the target value of equity granted to our named executive officers having both time- and performance-vesting requirements. | We have stock ownership requirements. Executive officers are subject to stock ownership guidelines, under which the executives are expected to acquire and maintain a specified level of equity ownership in the Company. |
| We have “double trigger” change in control provisions. Our Executive Change in Control Retention Plan, as well as the change in control severance provisions of our employment agreements with our executive officers, have a double-trigger provision (benefits require both a change in control and termination of employment). | We have a clawback policy. We maintain a clawback policy that allows the Company to recoup certain incentive compensation in the event of an accounting restatement. |
| We solicit feedback from stockholders. We seek annual stockholder feedback on our executive compensation program. | We seek independent advice. Our Human Capital and Compensation Committee retains an independent compensation consultant for independent advice and market data. |
| WHAT WE DON’T DO | |
|---|---|
| We do not allow hedging or pledging. Our Stock Trading Guidelines prohibit certain transactions involving our stock, including hedging and pledging. | We do not provide material perks. Our perquisites are in line with market practices, and we do not provide significant perquisites. |
| We do not have minimum payouts. We do not have minimum payment levels under our Executive Bonus Plan or for our performance-based equity awards. | We do not allow tax gross-ups. We do not pay taxes on our executives’ behalf through “gross-up” payments (including excise tax gross-up payments in connection with a change in control transaction). |
| We do not allow the repricing of stock options. We prohibit re-pricing of “underwater” stock options (stock options where the exercise price is below the then-current market price of our stock) without stockholder approval. | |
4 |Semtech Corporation 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.