SITIME Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

SiTime Corporation

(Name of Registrant as Specified in its Charter)

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

Dear Stockholder:

You are cordially invited to attend our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Pacific Time, on Thursday, May 30, 2024, and will be a completely virtual meeting of stockholders.

We believe that the virtual meeting format expands stockholder access and participation and improves communications, therefore the Annual Meeting will be held in a virtual meeting format only.

You will be able to attend the Annual Meeting, vote, and submit your questions during the meeting onlyvia live webcast by visiting https://meetnow.global/MJLVFCK. To participate in the meeting, you will need to review the information included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or on your proxy card if you elected to receive proxy materials by mail. You will not be able to attend the meeting in person.

The notice of the Annual Meeting (the “Notice of Annual Meeting”) and the Proxy Statement have been made part of this invitation.

Details regarding logging onto and attending the meeting over the website and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Annual Meeting and Proxy Statement, as well as in the Notice. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, even if you intend to attend the Annual Meeting, we ask that you please promptly vote via the Internet or by telephone, or if you receive a paper proxy card, please promptly submit your proxy by dating, signing, and returning the enclosed proxy card in the enclosed postage-prepaid envelope, to ensure that your votes are counted. If you vote via the Internet, vote by telephone, or submit your proxy card, you can still attend the Annual Meeting virtually. Please review the instructions on each of your voting options described in the accompanying Proxy Statement and Notice.

The board of directors and management of SiTime Corporation look forward to your attendance at the Annual Meeting.

April 16, 2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 30, 2024

To Our Stockholders:

SiTime Corporation will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) at 9:00 a.m., Pacific Time, on Thursday, May 30, 2024, and it will be a completely virtual meeting of stockholders via live webcast at: https://meetnow.global/MJLVFCK. We are holding the Annual Meeting:

•to elect the Board’s three nominees for Class II directors, Edward H. Frank, Christine A. Heckart, and Tom D. Yiu, to serve until the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified;

•to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;

•to ratify the appointment by the audit committee of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

We believe that the virtual meeting format expands stockholder access and participation and improves communications, therefore the Annual Meeting will be heldvia live webcast only. However, we have not decided if we will use a virtual meeting only format for future meetings.

You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting: https://meetnow.global/MJLVFCK. To participate in the meeting, you must review the information included on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. Further information about how to attend the Annual Meeting online, vote your shares online during the meeting, and submit questions online during the meeting is included in the Proxy Statement.

Only stockholders of record at the close of business on April 4, 2024 are entitled to notice of, and to vote while attending the Annual Meeting on the Internet. For 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for examination for any purpose germane to the Annual Meeting during normal business hours at the Corporate Secretary’s office at 5451 Patrick Henry Drive, Santa Clara, California 95054. In addition, the list of stockholders entitled to vote at the Annual Meeting will be available to be accessed at the Annual Meeting. Instructions on how to do so will be given at the Annual Meeting.

You are cordially invited to attend the Annual Meeting livevia the Internet. It is important that your shares are represented at the Annual Meeting. Even if you plan to attend the Annual Meeting livevia the Internet, we hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed proxy card if you receive a paper proxy card, or vote via the Internet or by telephone. Even if you have voted by proxy, this will not limit your rights to attend or vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

By the Order of the Board of Directors,

/s/ Vincent Pangrazio

Vincent Pangrazio

Executive Vice President, Chief Legal Officer, and Corporate Secretary

Santa Clara, California

April 16, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 30, 2024: our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available at www.investorvote.com/SITM.

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 30, 2024

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 2024

This proxy statement and our Annual Report to Stockholders, which is our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.investorvote.com/SITM.

MEETING AGENDA

We intend to first mail the Notice and make this proxy statement and the form of proxy available to stockholders on or about April 16, 2024.

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