2023

Notice of Annual Meeting
and Proxy Statement
ANNUAL MEETING OF STOCKHOLDERSAPRIL 18, 2024

LETTER TO THE STOCKHOLDERS

Austin, Texas
March 6, 2024

To the Stockholders of Silicon Laboratories Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of Silicon Laboratories Inc.,(“Silicon Labs”) a Delaware corporation, to be held on April 18, 2024, at 9:00 a.m. Central Time in a
virtual meeting format only, via the Internet, with no physical in-person meeting for the purposes
described in the Proxy Statement. To participate in the Annual Meeting virtually via the Internet, please
visit www.proxydocs.com/SLAB. In order to attend, you must register in advance at www.proxydocs.com/
SLAB prior to the deadline of April 18, 2024 at 9:00 a.m. (Central Time). Upon completing yourregistration, you will receive further instructions via email, including your unique links that will allow youaccess to the meeting and to submit questions during the meeting. You will not be able to attend theAnnual Meeting in person. During the Annual Meeting, you may submit questions via the question box
provided on the virtual meeting website and we will respond to as many inquiries as time permits. If we
receive substantially similar questions, we will group such questions together and provide a single
response to avoid repetition. Our Investor Relations team will follow up with individual stockholders toanswer appropriate questions received during the Annual Meeting that were not answered due to time
constraints. We will have technicians ready to assist you with any technical difficulties you may haveaccessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual
Meeting during the check-in or meeting time, please call the technical support number that will be postedon the Annual Meeting website log-in page.
The 2024 Annual Meeting will focus on the items of business listed in the Notice of Annual Meeting ofStockholders and Proxy Statement that follows. We are sending this Proxy Statement to our stockholders
on or about March 6, 2024. During the Annual Meeting we will also present a report on Silicon Labs’
performance and operations during 2023.
Whether or not you plan to attend the meeting, your vote is important. Instructions regarding the various
methods of voting are contained in the Proxy, including voting by toll-free telephone number or theInternet. If you request and receive a paper copy of the Proxy by mail, you may still vote your shares byfully completing and returning the Proxy. You may revoke your Proxy at any time prior to the Annual
Meeting. If you attend the Annual Meeting and vote by ballot, your Proxy will be revoked automaticallyand only your vote at the Annual Meeting will be counted.
Sincerely,

R. Matthew Johnson
President, Chief Executive Officer and Director

Silicon Laboratories Inc.
Notice of Annual Meeting of Stockholders
Time

9:00 a.m., Central Time on Thursday, April 18, 2024

Place

Virtually at www.proxydocs.com/SLAB. In order to attend, you must register inadvance at www.proxydocs.com/SLAB prior to the deadline of April 18, 2024 at
9:00 a.m. (Central Time).

Items of Business1. To elect three Class II directors to serve on the Board of Directors until our 2027
annual meeting of stockholders, or until a successor is duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as our independent registeredpublic accounting firm for the fiscal year ending December 28, 2024;
3. To vote on an advisory (non-binding) resolution to approve executive
compensation; and4. To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.

VotingWe have furnished proxy materials over the Internet where you may read, print anddownload our Annual Report and Proxy Statement at www.proxydocs.com/SLAB.
On or about March 6, 2024, we mailed to our stockholders a notice containing
instructions on how to vote and how to access our 2024 Proxy Statement and 2023
Annual Report. The notice also provides instructions on how you can request apaper copy of these documents if you desire. If you received your annual materials
via email, the email contains voting instructions and links to the Annual Report andProxy Statement on the Internet.

Who Can Vote

Only stockholders of record at the close of business on February 23, 2024 areentitled to notice of and to vote at the Annual Meeting. A list of stockholders entitledto vote at the Annual Meeting will be available for inspection at our executive offices.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OFSHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENTCAREFULLY AND VOTE YOUR SHARES BY TELEPHONE, BY INTERNET,OR BY COMPLETING, SIGNING, DATING, AND RETURNING A PROXY CARD
AS PROMPTLY AS POSSIBLE.

PROXYSTATEMENT
SUMMARY

This Proxy Statement Summary highlights
information contained elsewhere in this proxystatement, which is first being sent or madeavailable to stockholders on or about March 6,2024. This summary does not contain all of theinformation you should consider, so please readthe entire proxy statement carefully before voting.

2024 Annual Meeting of Stockholders
Date and Time

Location

Record Date

Thursday, April 18, 2024
9:00 a.m., Central Time

Virtually at www.proxydocs.com/SLAB

February 23, 2024

Matters To Be Voted Upon
The following table summarizes the proposals to be voted upon at the 2024 Annual Meeting of Stockholders to beheld on April 18, 2024 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each
proposal.

Proposals

Board
Recommendation

Page
Reference

1.

Election of Directors

FOR each nominee

3

2.

Ratification of Appointment
Accounting Firm

FOR

15

FOR

17

3.

of

Independent

Registered

PublicAdvisory Vote on Executive Compensation

Director Nominees
Age

Director Since

Matt Johnson

48

2022

Independent

Committee Membership

Sumit Sadana

55

2015

✓

• Nominating&
Corporate
Governance (Chair)

Gregg Lowe

61

2017

✓

• Compensation (Chair)• Nominating&
Corporate
Governance (Member)Table of Contents
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Matters To Be Considered at Annual
Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Proposal One: Election of Directors . . . . .

Compensation Discussion and Analysis . . . . .

232023 Business Results . . . . . . . . . . . . . . . . . . . . . . . . .

232023 Business Highlights . . . . . . . . . . . . . . . . . . . . . . .

24

3

Significant Executive Compensation Actions . . . . . . .

24

Other Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Significant Corporate Governance Standards . . . . . .

25

Board Leadership/Independence . . . . . . . . . . . . . . . .

8Compensation Philosophy . . . . . . . . . . . . . . . . . . . . . .

26

Committees and Meetings . . . . . . . . . . . . . . . . . . . . . .

8

Director Nomination . . . . . . . . . . . . . . . . . . . . . . . . . . .

9Prior Say On Pay Vote and Shareholder
Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

Attendance at Annual Meetings . . . . . . . . . . . . . . . . .

Compensation-Setting Process . . . . . . . . . . . . . . . . . .

1227

Compensation Elements . . . . . . . . . . . . . . . . . . . . . . .

28

Compensation Arrangements Upon Termination of
Employment or a Change in Control . . . . . . . . . . . .

32

Welfare, Retirement, and Other Benefits . . . . . . . . . .

32

Income Tax and Accounting Considerations . . . . . . .

33

Compensation Committee Report on Executive
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33

Summary Compensation . . . . . . . . . . . . . . . . . . . . . . .

34

Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . .

36

Stockholder Communications with the Board of
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Director Compensation and Indemnification
Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Recommendation of the Board of Directors . . . . . . . .

14

Proposal Two: Ratification of
Appointment of Independent
Registered Public Accounting Firm . . . .

15

Outstanding Equity Awards at Fiscal Year-End . . . . .

37

Recommendation of the Board of Directors . . . . . . . .

16

Option Exercises and Stock Vested Table . . . . . . . . .

38

Proposal Three: Advisory Vote on
Executive Compensation . . . . . . . . . . . . .

17

Potential Payments Upon Termination or Change inControl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39

Recommendation of the Board of Directors . . . . . . . .

17

CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41

Pay Versus Performance Disclosure . . . . . . . . . . . . .

42

Compensation Committee Interlocks and Insider
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47

Equity Compensation Plan Information . . . . . . . . . . .

48

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . .

18

Ownership of Securities . . . . . . . . . . . . . . .

19

Certain Relationships and Related
Transactions, and Director Independence . . .

20

Certain Relationships and Related Transactions . . . .

20

No Incorporation by Reference of Certain
Portions of this Proxy Statement . . . . . . . . . .

49

Policies and Procedures with Respect to Related
Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .

20Delinquent Section 16(a) Reports . . . . . . . . . . .

49

Director Independence . . . . . . . . . . . . . . . . . . . . . . . . .

20Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . .

49

Audit Committee Report . . . . . . . . . . . . . . . . . . .

21

Form 10-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

49

Executive Officers . . . . . . . . . . . . . . . . . . . . . . . .

22

Appendix I: Reconciliation of GAAP to
Non-GAAP Executive Compensation
Financial Measures . . . . . . . . . . . . . . . . . . . . .

50

CORPORATE RESPONSIBILITY AND ESG

Corporate Responsibility & ESG
Silicon Labs is a leading provider of silicon, software, and solutions for a smarter, more connected world. Our
integrated hardware and software platform empowers developers to create wirelessly connected devices that aretransforming industries, growing economies, and improving lives. Guided by our shared values, we strive to “dothe right thing” for our employees, customers, shareholders, and communities. We integrate environmental, social,and governance (ESG) principles throughout our business, driven by our stakeholders, who help us identify andprioritize ESG-related issues. We routinely engage with our shareholders to better understand their ESG views,
carefully considering the feedback we receive and acting when appropriate. While we devote resources to a wide
range of ESG-related issues, our goals are focused in five strategic areas based on a materiality assessment by
stakeholders: employee wellbeing, product and services innovation, eco-efficient operations, climate change
mitigation, and responsible supply chain.
We report additional details on our ESG commitments and progress in our annual Corporate Sustainability Report,
available at: https://www.silabs.com/corporate-responsibility.

Ensuring Ethical & Responsible Governance
Our Board of Directors oversees ESG Governance and has delegated specific responsibility for this oversight to
the Nominating and Governance Committee. Our CEO, CFO and ESG Steering Committee provide managementlevel oversight of ESG matters across the Company.
The CFO is the executive sponsor of the ESG Steering Committee, which includes members of executive andsenior management who provide environmental, social and governance leadership within the Committee. The
Committee is cross functional and composed of members from departments including environmental and facilities,
human resources, legal, global marketing, investor relations and quality. The Committee sets overall ESG
strategy, goals and objectives and is responsible for managing and reporting on ESG-related activities. The CFO
and members of the ESG Steering Committee report quarterly to the CEO and the Nominating and GovernanceCommittee of the Board of Directors.

Enabling a More Sustainable World
Silicon Labs creates hardware and software solutions for IoT developers who design products to improve ourworld and our lives with a diverse selection of System-on-Chips (SoCs), expertise on all IoT standards andprotocols, and exceptionally high standards of quality and security. We enable sustainable IoT solutions acrosshome, medical, industrial, and commercial segments, with applications including air pollution and waste
management monitoring, water integrity, residential irrigation monitoring, street lighting networks, advanced
metering infrastructure, and residential and commercial building energy management.
We are committed to clean tech product design with a focus on reducing die size and improving production
yields, optimizing sustainable manufacturing processes, and providing the highest level of product security.
•

Our Series 2 products have been designed to meet the growing needs for low-power IoT devices,
allowing devices to stay in the field for up to ten years on a single coin-cell battery. Our next-generation
Series 3 platform aims to deliver even greater power efficiency.

•

With our Series 2 portfolio of products, we have been able to reduce the die size by more than 50%, while
also reducing energy consumption.

•

We provide small, energy-efficient integrated circuits that can extend battery life by up to 25%, enablingfewer disposable batteries and reducing landfill waste.

CORPORATE RESPONSIBILITY AND ESG•

We are investing in research and development related to energy harvesting, which is aimed at further
reducing the number of disposable batteries.

•

Mindful of the circular economy, we use recycled/recyclable materials in the manufacturing andtransportation of our products, and we require the same approach from our suppliers.

•

Silicon Labs is the world’s first IoT semiconductor company to achieve PSA Certified Level 3, the highest
level of IoT hardware and software security protection.

Creating a Culture of Innovation
Silicon Labs is a multi-national and multi-ethnic workforce, with sites and employees in more than a dozen
countries. We believe a diversity of experiences and viewpoints lead to better solutions and are the cornerstone ofinnovation. We support a curious, high-performing culture with the resources they need to grow their technicalknowledge, build management skills, and achieve their development goals. For the past 16 years, we’ve hosted a
3-day global technical symposium that is focused on bringing employees together from across the globe to share
their best work and latest innovations. Employees collaborate and share expertise through an internal training
program of virtual sessions and in-person workshops, and we host university professors and external speakers
that help strengthen technical and professional skills to broaden knowledge, trigger creativity, and inspire
innovation.
We are committed to fostering a representative and inclusive workplace that attracts and retains exceptional talent.
These principles are also reflected in our employee training, with targeted curriculum on eliminating harassment,
discrimination, and bias in the workplace. We’re committed to driving long-term change and accountability byincorporating diversity, equity, and inclusion (DEI) objectives into our executive bonus plan and conducting anannual employee inclusion assessment to inform our action plans.
•

Silicon Labs has been a certified Great Place to Work since 2019 and annually executes an employee
engagement survey to assess progress.

•

We offer medical, dental, and vision insurance plans to fit the needs of employees and their families andprovide broad benefit packages, including profit sharing, retirement, disability insurance, life insurance
plans, and mental health and wellness plans.

•

We inspire creativity and innovation through a robust internal training program, including on-demand skills
training, external speakers, technical certifications, mentoring and coaching, and leadership training.

•

Silicon Labs strives to foster an inclusive environment for all employees, supporting employee resourcegroups, mentorship circles, and diversity leadership initiatives in the semiconductor industry.

•

We actively promote representation in our organization and equity in our recruitment, development, andpromotion practices.

•

Silicon Labs’ Corporate Governance Policy requires that women and minority candidates are included in
the pool from which we select new director candidates.

•

We partner with universities and nonprofits, providing donations and volunteer support to increase
underrepresented groups in engineering and STEM roles.

•

We have more than 500 unique learnings in our Silicon Labs University and offer additional libraries ofcontent to ensure we have a robust learning offering for all our employees and continue to expand ourcore programs to ensure we reach as many employees as possible, personalizing the experience to fit
their needs.

•

All Silicon Labs employees receive 24 hours of paid time off annually to volunteer and we help direct our
global philanthropy programs through local grants and corporate matching gifts for board service andemployee giving in the US.

CORPORATE RESPONSIBILITY AND ESG

Advancing Responsible & Sustainable Operations
Sustainability is an integral part of everything we do. Responsible and sustainable practices are threaded
throughout our everyday business operations, product design, and technology investments, in both our own
internal operations and our relationships with suppliers and customers. We minimize resource use, work with our
suppliers to reduce the environmental impact of our production processes, require safe working conditions in our
supply chain, and protect the security of our technology infrastructure and data.
We strive to deliver products that meet environmental regulations and requirements and have high standards forour global supply chain partners, prioritizing qualified suppliers who are socially and environmentally progressive.
As a fabless semiconductor company, we are committed to working closely with our suppliers to understandclimate-related impacts throughout our supply chain as we strive to reduce our carbon footprint.
•

We demand excellence in our quality and environmental management systems, each respectively
certified to ISO 9001:2015 and ISO 14001:2015 standards.

•

Silicon Labs is an EPA Green Power Partner and is committed to increasing our use of renewable energy
where available.

•

We employ proactive practices to reduce office water usage, including integrated low-flow equipment andreduced landscaping water usage in common areas.

•

We actively track waste generation and implement measures to improve our diversion rate with higher
availability of recycling and electronic disposal options.

•

Silicon Labs joined the Responsible Business Alliance® (“RBA®”), the world’s largest industry coalition
dedicated to Corporate Social Responsibility (CSR) in global supply chains. In 2023 our major supplier list
covered direct suppliers with a cumulative spend of more than 90% in outsourced manufacturing services
such as foundry and outsourced assembly and test services (OSATs). 100% of our major suppliers’ selfassessment questionaries (SAQ) indicated a low risk for non-conformance to the RBA code.

•

In 2023, 100% of our major suppliers involved in the manufacture of Silicon Labs products were required
to abide by the RBA code of conduct.

•

We recognize the importance of the secure protection of our customer, partner, supplier, and employee
data and are committed to continuously strengthening our technology infrastructure and policies,
following industry practices and aligning with standards such as the ISO/IEC 27001 and NIST CSF.

PROXY STATEMENT

Matters to be Considered at Annual Meeting
Silicon Laboratories Inc. Proxy Statement
Annual Meeting of Stockholders to be held on April 18, 2024

GeneralThe enclosed Proxy is solicited on behalf of the Board of Directors of Silicon Laboratories Inc., a Delaware
corporation, for use at the Annual Meeting of Stockholders to be held on April 18, 2024 at 9:00 a.m. Central Timeand which will be conducted virtually via a live webcast at www.proxydocs.com/SLAB, or at any adjournment
thereof. On or about March 6, 2024 we mailed to our stockholders a notice containing instructions on how to voteand how to access our 2024 Proxy Statement and 2023 Annual Report.

Voting
The specific proposals to be considered and acted upon at the Annual Meeting are summarized in theaccompanying notice and are described in more detail in this Proxy Statement. On February 23, 2024, the record
date for determination of stockholders entitled to notice of and to vote at the Annual Meeting, 31,921,227 shares ofour common stock were outstanding and no shares of our preferred stock were outstanding. Each stockholder isentitled to one vote for each share of common stock held by such stockholder on February 23, 2024. The
presence, or representation by proxy, of the holders of a majority of our shares entitled to vote is necessary toconstitute a quorum at the Annual Meeting or at any adjournment thereof. Stockholders may not cumulate votes inthe election of directors. The affirmative vote of a majority of the votes cast (including votes cast by proxy) at theAnnual Meeting with respect to each director’s election is necessary for the election of such director. The
affirmative vote of a majority of our shares present or represented by proxy at the Annual Meeting and entitled tovote will be required to approve Proposals Two and Three. All votes will be tabulated by the inspector of elections
appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker
non-votes (i.e., a Proxy submitted by a broker or nominee specifically indicating the lack of discretionary authority
to vote on the matter). Abstentions and broker non-votes will be counted as present for purposes of determining aquorum for the transaction of business. Abstentions will have no effect on the election of directors but will becounted as shares “entitled to vote” and therefore will have the same effect as a vote against Proposals Two andThree. Broker non-votes will not be counted for purposes of determining whether each proposal has been
approved.

Proxies
If the enclosed form of Proxy is properly signed and returned or you properly follow the instructions for telephoneor Internet voting, the shares represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the Proxy does not otherwise specify how the shares represented thereby are to
be voted, the Proxy will be voted (i) FOR the election of the directors proposed by the Board of Directors, (ii) FOR
the approval of the selection of Ernst & Young LLP as our independent registered public accounting firm and(iii) FOR the approval of an advisory resolution to approve executive compensation. You may revoke or change
your Proxy at any time before the Annual Meeting by filing either a notice of revocation or another signed Proxy
with a later date with our Corporate Secretary at our principal executive offices at 400 West Cesar Chavez, Austin,
Texas 78701. You may also revoke your Proxy by attending the Annual Meeting and voting during the meeting.

Solicitation
We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this Proxy
Statement, the Proxy and any additional solicitation materials furnished to the stockholders. Copies of solicitationmaterials will be furnished to brokerage houses, fiduciaries and custodians holding in their names shares that are
1

PROXY STATEMENT

beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In
addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial
owners. The original solicitation of Proxies by mail and the Internet may be supplemented by a solicitation by
telephone or other means by directors, officers, or employees. No additional compensation will be paid to these
individuals for any such services. Except as described above, we do not presently intend to solicit Proxies otherthan by mail and the Internet.

Deadline for Receipt of Future Stockholder Proposals
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, stockholder proposals to be presented at our
2025 annual meeting of stockholders and in our proxy statement and form of proxy relating to that meeting must
be received by us at our principal executive offices at 400 West Cesar Chavez, Austin, Texas 78701, addressed to
our Corporate Secretary, not later than November 6, 2024. These proposals must comply with applicable
Delaware law, the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) andthe procedures set forth in our bylaws. Pursuant to our bylaws, stockholder proposals received after November 6,2024, will be considered untimely. In addition to satisfying advance notice requirements under our bylaws, tocomply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in supportof director nominees other than those nominees nominated by the Company must provide notice that sets forth theinformation required by Rule 14a-19 under the Exchange Act no later than February 17, 2025, which is 60 days
prior to the anniversary date of the 2024 annual meeting of stockholders. Unless we receive notice in the manner
specified above, the proxy holders shall have discretionary authority to vote for or against any such proposal
presented at our 2025 annual meeting of stockholders.

2

PROPOSAL ONE: ELECTION OF DIRECTORS

Proposal One: Election of Directors
GeneralThe Board of Directors is divided into three classes, designated Class I, Class II and Class III, with staggered
three-year terms. The term of office of the Class II Directors, Matt Johnson, Sumit Sadana and Gregg Lowe, will
expire at this Annual Meeting. Messrs. Johnson, Sadana and Lowe have been nominated to continue as Class II
Directors. The directors elected as Class II Directors at the Annual Meeting will each serve for a term of three
years expiring at the 2027 annual meeting of stockholders, or until such director’s successor has been duly elected
and qualified or until such director’s earlier death, resignation or removal.
The nominees for election have agreed to serve if elected, and management has no reason to believe that thenominees will be unavailable to serve. In the event any of the nominees are unable or decline to serve as directors
at the time of the Annual Meeting, the Proxies will be voted for any nominees who may be designated by ourpresent Board of Directors to fill the vacancies. Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them FOR the nominees named below.

Nominees for Class II Directors with a Term Expiring in 2024 (ages as of Annual Meeting date)
Mr. Johnson has served as a Director and our Chief Executive Officer since January 2022
and has served as our President since April 2021. Mr. Johnson served as our Senior Vice
President and General Manager of our Internet of Things business unit from July 2018
until he was promoted to President in April 2021. Before joining Silicon Labs, Mr. Johnson
held leadership positions at NXP, Freescale, and Fairchild Semiconductor. Mr. Johnson isdedicated to a strong company culture, innovative product development, and operational
excellence. Mr. Johnson holds a B.S. in Electrical Engineering Technology from the
University of Maine and has completed executive programs at Harvard Business School
and Stanford University. Mr. Johnson currently serves on the boards of the Dell Children’sFoundation and the Semiconductor Industry Association.
Matt Johnson, 48

Mr. Johnson has extensive technology and operations experience in various leadership
positions throughout the semiconductor industry, most recently as our chief executive
officer, and brings to the Board a thorough understanding of our people, products andmarkets worldwide.
Mr. Sadana has served as a Director of Silicon Labs since 2015, and as Lead Director
since January 2022. Mr. Sadana has been the Executive Vice President and Chief
Business Officer of Micron Technology, Inc. (NASDAQ: MU) since 2017. In 2022,
Mr. Sadana served as Micron’s Interim Chief Financial Officer. Mr. Sadana has over 30
years of technology industry experience, including leadership positions at San Disk,
Freescale Semiconductor and IBM. Mr. Sadana has a Bachelor of Technology degree
in Electrical Engineering from the Indian Institute of Technology (IIT), Kharagpur (India)
and an M.S. in Electrical Engineering from Stanford University.

Sumit Sadana, 55

Mr. Sadana brings to our board significant experience from diverse leadership roles
across technology, engineering, operations, strategy, business development and P&L
management as an executive in global technology and semiconductor companies.
Mr. Sadana provides valuate insights in the areas of finance and accounting, M&A,
culture and diversity, and global business supply chain.

3

Gregg Lowe, 61

Mr. Lowe has served as a Director of Silicon Labs since 2017. Mr. Lowe is currently
the President and Chief Executive Officer of Wolfspeed, Inc. (NYSE: WOLF), an
innovator of lighting-class LEDs, lighting products and Wolfspeed™ power and radio
frequency (RF) semiconductors. Mr. Lowe previously served as President and CEO of
Freescale Semiconductor from June 2012 until its merger with NXP (NASDAQ: NXPI)
in 2015. Prior, Mr. Lowe served as senior vice president and manager of the Analog
business for Texas Instruments (NASDAQ: TXN) where he helped to direct theacquisition of National Semiconductor. During his 27 years at Texas Instruments, heheld various leadership positions across field sales, automotive sales, marketing, andintegrated circuits where he oversaw a global team with design centers and customers
on every continent. Mr. Lowe currently serves on the boards of Wolfspeed, theSemiconductor Industry Association, the Rock & Roll Hall of Fame in Cleveland, Ohioand St. Edward’s High School in Lakewood, Ohio. Mr. Lowe has a Bachelor of Science
degree in electrical engineering from Rose-Hulman Institute of Technology in Terre
Haute, Indiana and is a graduate from the Stanford Executive Program at Stanford
University. Mr. Lowe has been recognized for his accomplishments in the community
and within the semiconductor industry as the recipient of the Rose-Hulman Institute ofTechnology Career Achievement Award.
Mr. Lowe brings to our board extensive experience as a chief executive office forpublicly traded semiconductor companies. Mr. Lowe provides valuable insights fromhis experiences managing global operations including expertise in technology,
marketing, sales, supply chain, and M&A.

4

Other Directors
Set forth below is information concerning our other Directors whose terms of office continue after this Annual
Meeting.

Continuing Class III Directors with a Term Expiring in 2025 (ages as of Annual Meeting date)William G. Bock, 73

Mr. Bock originally joined Silicon Labs’ Board of Directors in 2000 and served as
Chairman of the audit committee until he joined the management team and was
appointed CFO in 2006. Mr. Bock was re-appointed to the board of directors in
mid-2011, returning as interim CFO in early 2013 and was then appointed President in
mid-2013 before retiring from the management team in early 2016. Mr. Bock previously
participated in the venture capital industry, principally as a partner with CenterPoint
Ventures. Before his venture career, Mr. Bock held senior executive positions withthree venture-backed companies, Dazel Corporation, Tivoli Systems and Convex
Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bockcurrently serves as Chairman of the Board of SolarWinds Corporation (NYSE: SWI)
and Chairman of the Board of N-able Inc. (NYSE: NABL). Mr. Bock also currently
serves on the Board of SailPoint Technologies, a private technology company.
Mr. Bock holds a B.S. in Computer Science from Iowa State University and an M.S. in
Industrial Administration from Carnegie Mellon University.
Mr. Bock brings more than 40 years of broad operational, financial and board of
director experience to our board, specifically in the high-tech industry areas ofsystems, software and semiconductors. Mr. Bock has extensive experience as a board
member and executive leader for public companies as well as M&A, including his timein venture capital. As a former Silicon Labs President and Chief Financial Officer,
Mr. Bock brings to the board a thorough understanding of our operations and markets.

Christy Wyatt, 52

Ms. Wyatt has served as a Director of Silicon Labs since 2019. Ms. Wyatt has served
as the President, Chief Executive Officer and a director of Absolute Software
Corporation, an endpoint security and data risk management company that was
publicly traded on both the Nasdaq and Toronto Stock Exhange until its acquisition by
Crosspoint Capital Partners in July 2023. Ms. Wyatt currently is a director of Ericsson(NASDAQ:ERIC), a position she has held since 2023. Ms. Wyatt previously served asa director of Quotient Technology, Inc. (NYSE: QUOT), a digital promotions, media
and analytics company, from July 2018 to April 2022. Ms. Wyatt previously served as
Chairman, Chief Executive Officer and President of Good Technology Corporationfrom 2013, leading to its acquisition by Blackberry in 2015, and also served as
President and Chief Executive Officer and Director of Dtex Systems, a threat detection
company, from 2016 to 2018. Ms. Wyatt has held leadership positions in thetechnology industry within Citigroup, Motorola, Apple, Palm and Sun Microsystems andalso served as a board member for Centrify. Ms. Wyatt was named “CEO of the Year”
by the Globe and Mail in 2020, one of the “Top 50 Women in Saas” by the Software
Report in 2019, a “Top 50 Women Entrepreneur in America” by Inc. Magazine, “CEOof the Year” by Information Security Global Excellence Awards and a “Most Influential
Women in Wireless” by Fierce Wireless.
Ms. Wyatt’s CEO, director and officer experience provides our board expertise inglobal and international operating experience as well as cyber and security risk.
Ms. Wyatt also has extensive technology expertise in hardware and software global
technology product companies and contributes valuable insights in these areas.

5Sherri Luther, 58

Ms. Luther joined the Silicon Labs Board of Directors in January 2022. Ms. Luthercurrently serves as the Chief Financial Officer of Lattice Semiconductor (NASDAQ:
LSCC), a global leader of low power programmable FPGAs, a position she has held
since January 2019. Prior to this role, Ms. Luther was a senior financial executive at
Coherent Inc. (NASDAQ: COHR), most recently serving as Corporate Vice Presidentof Finance where she oversaw large scale acquisitions and provided thought
leadership and strategic direction across 40 global sites. Ms. Luther previously held
various senior finance and accounting positions at companies including Quantum
Corporation, Ultra Network Technologies and Arthur Andersen. Ms. Luther holds a
Bachelor of Business Administration, with a dual major in Accounting and Finance,from Wright State University. Ms. Luther is a CPA (Certified Public Accountant), is
NACD (National Association of Corporate Directors) Directorship Certified andgraduated from the Executive MBA Program at Stanford University Graduate School ofBusiness. Ms. Luther has been recognized for her high ethical and professional
standards and received the “CFO of the Year” Award from the Business Journal in
Portland, Oregon.
Ms. Luther brings to our board 35 years of experience in strategic and financial
operations, with an expertise in financial reporting, forecasting, SOX compliance, M&A,
operations and supply chain management. As the CFO of a multinational public
semiconductor company and qualified financial expert under SEC regulations,Ms. Luther contributes valuable insights in the areas of finance and accounting, capital
allocation, investor relations as well as in risk management, cybersecurity, andsustainability.

Continuing Class I Directors with a Term Expiring in 2026 (ages as of Annual Meeting date)
Mr. Sooch co-founded Silicon Labs in August 1996 and has served as Chairman of theBoard since our inception. Mr. Sooch served as Chief Executive Officer from August
1996 to December 2003 and as interim Chief Executive Officer from April 2005 to
September 2005. Mr. Sooch also served as the CEO of Ketra, Inc., a private company
in the field of solid-state lighting, from October 2011 to April 2018. Prior to founding
Silicon Labs, Mr. Sooch held various positions at Crystal Semiconductor/Cirrus Logic,a designer and manufacturer of integrated circuits, including Vice President ofEngineering and was a Design Engineer with AT&T Bell Labs. Mr. Sooch holds a B.S.
in Electrical Engineering from the University of Michigan, Dearborn and an M.S. in
Electrical Engineering from Stanford University.
Navdeep S. Sooch, 61

Mr. Sooch brings to our board extensive experience as an executive, engineer, andsemiconductor designer with valuable insights into our industry and Silicon Labs
operations, as our founder and former CEO. Beyond his expertise in technology andas a public company executive leader, Mr. Sooch further contributes valuable insights
in the areas of talent and culture.

6

Nina Richardson, 65

Ms. Richardson has served as a Director of Silicon Labs since 2016. Ms. Richardson
was previously the Chief Operating Officer at GoPro where she led Engineering,Operations, Sales, Sales Operations, Support and Human Resources. Ms. Richardson
also held a variety of executive positions at global EMS provider, Flex, including Vice
President and GM where she managed several manufacturing plants in the U.S. andMexico. Ms. Richardson is currently a Managing Director of Three Rivers Energy, anenergy services company she co-founded in 2004. Ms. Richardson is also a board
member of Resideo Technologies, Inc. (NYSE: REZI), a global provider and distributorof comfort and security solutions and Cohu, Inc. (NASDAQ: COHU), a global providerof back-end semiconductor equipment and services. Ms. Richardson is also a board
member of Revelle, a privately held company in biomedical solutions and Tonal, aprivately held smart-fitness equipment and services company. Ms. Richardson waspreviously a director of SGI, until its sale to HPE, CallidusCloud, until its sale to SAP,
Zayo Group and Eargo (NASDAQ:EAR). Ms. Richardson holds a B.S. in Industrial
Engineering from Purdue University and an Executive MBA from Pepperdine
University.
Ms. Richardson has broad executive experience in manufacturing, engineering, andsupply chain that complements our Company’s operations. Ms. Richardson brings
valuable insights from her experiences as a director at several other publicly traded
companies and particularly her governance and ESG experience, having completed
NACD’s Cybersecurity Certification and the Diligent Climate Leadership Certification.
Ms. Richardson has scaled operations, talent and organizations in multiple
geographies bringing an important perspective to this stage of our growth.

Robert Conrad, 64

Mr. Conrad has served as a Director of Silicon Labs since July 2022. Mr. Conrad waspreviously the Senior Vice President of the Automotive Microcontrollers andProcessors business at NXP Semiconductors (NASDAQ: NXPI). Prior to this role, heheld several senior executive roles at Freescale Semiconductor, Fairchild
Semiconductor and Analog Devices leading various product groups and corporate
strategy. Mr. Conrad started his career with Texas Instruments in product engineeringand hardware design, process development, and operations. Mr. Conrad is also theowner of privately held North Water Marine since 2021. Mr. Conrad currently serves on
the boards of Montalvo Corporation, The New Hampshire Boat Museum and The
Wolfeboro Public Library Foundation. Mr. Conrad holds a BSEE in Electrical andComputer Engineering from the University of Cincinnati.
Mr. Conrad brings to our board more than 40 years of extensive experience inleadership, technology development, and strategy across a variety of technology,
product, and market segments as a member of the executive staff for multiple public
top tier semiconductor companies. Mr. Conrad provides extensive insights into thesemiconductor industry as well as global business, M&A, and supply chain.

7

PROPOSAL ONE: ELECTION OF DIRECTORS

Board Leadership/Independence
The Board of Directors’ current policy is to separate the role of Chairman of the Board from the role of Chief
Executive Officer. The Board of Directors also finds it useful and appropriate to designate one of the independent
members of the Board of Directors as Lead Director and has designated Mr. Sadana as such. The Lead Director’s
duties include presiding over executive sessions of the Company’s independent directors and serving as principal
liaison between the non-employee directors, the Chief Executive Officer and the Chairman of the Board on
sensitive issues. The Board believes that the appointment of the Lead Director and the separation of the Chairman
and Chief Executive Officer roles currently provides the most efficient and effective leadership model for theCompany as it encourages free and open dialogue regarding competing views and provides for strong checks andbalances. Specifically, the balance of powers among our Chief Executive Officer, Chairman of the Board and Lead
Director facilitates the active participation of our independent directors and enables our Board of Directors toprovide more effective oversight of management. The Board of Directors has determined that Messrs. Bock,
Conrad, Lowe, Sadana, and Sooch and Mses. Richardson, Wyatt and Luther are each independent as defined in
the applicable Marketplace Rules of the NASDAQ Stock Market, Inc. Independent directors met in executive
session without the Chief Executive Officer and other non-independent directors present on nine occasions during
fiscal 2023.

Committees and Meetings
During fiscal 2023, our Board of Directors held a total of twelve meetings. Our Board of Directors has an Audit
Committee, Compensation Committee, Nominating and Corporate Governance Committee and a Corporate
Development and Finance Committee. During fiscal 2023, each incumbent director attended or participated in atleast 75% of the aggregate of (i) the meetings of the Board of Directors and (ii) the meetings held by allcommittees of the Board of Directors on which such director served.
Audit Committee. The Audit Committee is responsible for matters relating to the selection of our independent
registered public accounting firm, the scope of the annual audits, the fees to be paid to the independent registeredpublic accounting firm, the performance of our independent registered public accounting firm, compliance with our
accounting and financial policies, and management’s procedures and policies relative to the adequacy of ourinternal accounting controls. The Committee also reviews the Company’s policies and practices with respect to risk
management including cyber security risks. The members of the Audit Committee are Mr. Bock and Mses. Lutherand Richardson. Mr. Bock serves as Chairman of the Audit Committee. The Board of Directors has determinedthat Mr. Bock is qualified as an audit committee financial expert pursuant to Item 407 of Regulation S-K and as afinancially sophisticated audit committee member under Rule 5605(c)(2)(A) of the Marketplace Rules of the
NASDAQ Stock Market, Inc. The Board of Directors has also determined that each of the members of the Audit
Committee is independent as defined in the applicable Marketplace Rules of the NASDAQ Stock Market, Inc. andRule 10A-3 under the Securities Exchange Act of 1934. The Board of Directors has adopted a written charter for
the Audit Committee, a current copy of which is located on our Internet website under the “Investor Relations”
page. Our Internet website address is http://www.silabs.com. The Audit Committee reviews and assesses theadequacy of its charter on an annual basis. The Audit Committee held ten meetings during fiscal 2023.
Compensation Committee. The Compensation Committee reviews and approves all compensation to beprovided to our executive officers and makes recommendations to the Board of Directors regarding thecompensation of our directors. In addition, the Compensation Committee has authority to administer our stockincentive and stock purchase plans. The members of the Compensation Committee are Messrs. Lowe and Conrad
and Ms. Wyatt. Mr. Lowe serves as Chairman of the Compensation Committee. The Board of Directors has
determined that each of the members of the Compensation Committee is independent as defined in the applicableMarketplace Rules of the NASDAQ Stock Market, Inc. The Board of Directors has adopted a written charter for theCompensation Committee, a current copy of which is located on our Internet website under the “Investor
Relations” page. Our Internet website address is http://www.silabs.com. The Compensation Committee reviews
and assesses the adequacy of its charter on an annual basis. The Compensation Committee held six meetings
during fiscal 2023.
8

PROPOSAL ONE: ELECTION OF DIRECTORS

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee
focuses on issues related to the composition, practices and operations of the Board of Directors. In addition, theNominating and Corporate Governance Committee has the authority to consider candidates for the Board of
Directors recommended by stockholders and to determine the procedures with respect to such stockholder
recommendations. The Committee also reviews issues and developments related to corporate governance,
environmental and social matters and recommends associated standards to the Board. The members of theNominating and Corporate Governance Committee are Messrs. Lowe and Sadana and Ms. Luther. Mr. Sadana
serves as Chairman of the Nominating and Corporate Governance Committee. The Board of Directors has
determined that each member is independent as defined in the applicable Marketplace Rules of the NASDAQ
Stock Market, Inc. The Board of Directors has adopted a written charter for the Nominating and Corporate
Governance Committee, a current copy of which is available on our Internet website under the “Investor Relations”
page. The Nominating and Corporate Governance Committee recommended, and the Board of Directors
approved, the Corporate Governance Policy, which is also located on our Internet website under the “Investor
Relations” page. Our Internet website address is http://www.silabs.com. The Nominating and Corporate
Governance Committee held four meetings during fiscal 2023.
Corporate Development and Finance Committee. The Corporate Development and Finance Committee (the“Finance Committee”) reviews and makes recommendations to the Board of Directors regarding our capital
structure, liquidity risk, financial strategies, investment and hedging policies, capital allocation decisions, strategic
investments and dispositions, acquisitions and divestitures and similar opportunities for maximizing shareholder
value. The members of the Corporate Development and Finance Committee are Messrs. Sooch and Conrad and
Ms. Richardson. Mr. Sooch serves as Chairman of the Finance Committee. The Corporate Development and
Finance Committee held five meetings during fiscal 2023.

Director Nomination
In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers theappropriate balance of experience, skills and characteristics required of the Board of Directors and seeks toensure that at least a majority of the directors are independent under the applicable Marketplace Rules of the
NASDAQ Stock Market, Inc. The Nominating and Corporate Governance Committee selects director nominees
based on their personal and professional integrity, depth and breadth of experience, ability to make independent
analytical inquiries, understanding of our business, willingness to devote adequate attention and time to duties of
the Board of Directors and such other criteria as is deemed relevant by the Nominating and Corporate GovernanceCommittee. The Nominating and Corporate Governance Committee includes, and has any search firm that itengages include, women and minority candidates in the pool from which the Committee selects director
candidates. Our Corporate Governance Policy (approved by the Board of Directors) provides that the backgrounds
and qualifications of the directors, considered as a group, should provide a diverse mix of experience, knowledge
and skills. We do not have any other formal policy with respect to the diversity of our directors. The Nominating
and Corporate Governance Committee considers the effectiveness of this policy and the effectiveness of theBoard of Directors generally in the course of nominating directors for election. Our Corporate Governance Policy
provides that directors that are public company executive officers should not serve on more than one publiccompany board (in addition to serving on our Board of Directors) and other directors should not serve on morethan three public company boards in addition to serving on our Board of Directors).
Any member of our Board of Directors may resign at any time by delivering written notice to us. When a director
resigns, a majority of the directors remaining in office shall have the power to fill the vacancy on the Board of
Directors and the director so elected shall hold office for the unexpired portion of the term of the resigned director.

9

W

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Technology – software

Š

Š

Š

Public Company Executive Leadership

Š

Š

Š

Š

Š

Š

Š

Technology – hardware

Sales and Marketing

R

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Particular Competencies
Industry/Market Experiencens
on

PROPOSAL ONE: ELECTION OF DIRECTORS

Š
Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Financial Literacy, Capital Allocation and M&A

Š

Š

Š

Š

Human Capital Management

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Supply Chain
Multinational ExperienceŠ

ESG
Cyber Security and Risk Management

Š

Š

Š

Competencies

Value to Silicon Labs

Industry/Market Experience

Experience in the semiconductor industry and our end markets provides relevant
understanding of our business, strategy, and customer dynamics.

Technology — Hardware

Our mixed signal technology is used in a wide variety of products and technologies.
Experience in hardware technologies helps us to evaluate product strategies.

Technology — Software

Increasingly, software applications are critical to the success of our business.
Experience in software technologies helps us evaluate development, product security,and business models.

Public Company Executive
Leadership

Public company executive experience provides important understanding of leadership,
governance and best practices that are pertinent to our business.

Sales and Marketing

We have a diverse, global customer base and experience in sales and marketingprovides relevant perspective to our sales and marketing strategies.

Financial Literacy, Capital Allocationand M&A

We are often involved in complex financial transactions and operate in a dynamic M&A
environment, and can benefit from strong financial oversight and knowledge of financial
and accounting principles.

Human Capital Management

Experience and knowledge of best practices in the areas of talent management, publiccompany compensation structures and culture support our goals to recruit, retain andmaintain a diverse, inclusive and engaged highly-skilled workforce in a competitiveenvironment.

Supply Chain

With global operations and customers in several countries, global business and supply
chain expertise helps us understand opportunities and challenges.

Multinational Experience

Multinational leadership experience leads to a deeper knowledge of global industry
dynamics and international business issues which are increasingly important in thismacroeconomic environment.

ESG

Experience in environmental, social and governance supports our programs andinitiatives to align with our corporate strategy and considerations of our employees,
customers, suppliers and investors.

Cyber Security and Risk
Management

These competencies are critical in overseeing our enterprise risk program and cyberthreats to our product, and the security of our assets and operations.

10

PROPOSAL ONE: ELECTION OF DIRECTORS

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Tenure/Age

C

Bo

ck

Background

Years on the Board

12

1

3

6

2

7

8

27

4

Age

73

64

48

61

58

65

55

61

52

Š

Š

Š

Š

Š

Š

Š

Š

Š

Š

Gender Diversity
FemaleMaleŠ

Non-Binary
Did not Disclose Gender
Racial/Ethnic/Nationality/Other Formsof Diversity:
African American or Black
Alaskan Native or Native American
Asian (other than South Asian)South Asian
Hispanic or Latinx
Native Hawaiian or Pacific IslanderŠWhite/Caucasian

Š

Š

Š

Š

Š

Š

Two or More Races or Ethnicities
LBGTQ+
Persons with Disabilities
Did not Disclose Demographics

To see our prior year’s Board diversity matrix, please see the proxy statement filed with the SEC on March 8,
2023.

1

TenureAge

1

1

7.7 YEARS
average tenureof directors

Gender
1
3

60 YEARS

4
4

average ageof directors

3

33%
of directors
are women

34 or fewer years

40s

Women

5-10 years

50s

Men

11-19 years

60s

20+ years

70s

11

6

PROPOSAL ONE: ELECTION OF DIRECTORS

In identifying potential director candidates, the Nominating and Corporate Governance Committee considers
recommendations made by current directors and officers. In addition, the Nominating and Corporate GovernanceCommittee may engage a third-party search firm to identify and recommend potential candidates. The Nominating
and Corporate Governance Committee includes, and has any search firm that it engages include, women andminority candidates in the pool from which the committee selects new director candidates. Finally, the Nominating
and Corporate Governance Committee will consider candidates recommended by stockholders.
Any stockholder wishing to recommend a director candidate for consideration by the Nominating and Corporate
Governance Committee must provide written notice not later than November 6, 2024 to the Corporate Secretary at
our principal executive offices located at 400 West Cesar Chavez, Austin, Texas 78701. Any such notice should
clearly indicate that it is a recommendation of a director candidate by a stockholder and must set forth (i) the
name, age, business address and residence address of the recommended candidate, (ii) the principal occupationor employment of such recommended candidate, (iii) the class and number of shares of the corporation which are
beneficially owned by such recommended candidate, (iv) a description of all understandings or arrangements
between the stockholder and the recommended candidate and any other person or persons pursuant to which therecommendations are to be made by the stockholder and (v) any other information relating to such recommended
candidate that is required to be disclosed in solicitations of proxies for the election of directors.
In addition, such notice must contain (i) a representation that the stockholder is a holder of record of stock of thecorporation entitled to vote at such meeting, (ii) the name and address, as they appear on the corporation’s books,of the stockholder proposing such nomination, (iii) the class and number of shares of the corporation that are
beneficially owned by such stockholder, (iv) any material interest of the stockholder in such recommendation and(v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, in such stockholder’s capacity as proponent of a stockholder
proposal. Assuming that a stockholder recommendation contains the information required above, the Nominating
and Corporate Governance Committee will evaluate a candidate recommended by a stockholder by following
substantially the same process, and applying substantially the same criteria, as for candidates identified throughother sources.

Attendance at Annual Meetings
The Board of Directors encourages all directors to attend our annual meetings of stockholders if practicable. All of
the directors in office at the time of the virtual annual meeting of stockholders held on April 20, 2023 attended suchmeeting.

Stockholder Communications with the Board of Directors
The Board of Directors maintains a process for stockholders to communicate with the Board of Directors or withindividual directors. Stockholders who wish to communicate with the Board of Directors or with individual directors
should direct written correspondence to our Corporate Secretary at our principal executive offices located at
400 West Cesar Chavez, Austin, Texas 78701. Any such communication must contain (i) a representation that thestockholder is a holder of record of stock of the corporation, (ii) the name and address, as they appear on thecorporation’s books, of the stockholder sending such communication and (iii) the class and number of shares of
the corporation that are beneficially owned by such stockholder. The Corporate Secretary will forward such
communications to the Board of Directors or the specified individual director to whom the communication is
directed unless such communication is deemed unduly hostile, threatening, illegal or similarly inappropriate, inwhich case the Corporate Secretary has the authority to discard the communication or to take appropriate legal
action regarding such communication.

12

PROPOSAL ONE: ELECTION OF DIRECTORS

Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors, employees andconsultants. Our Code of Business Conduct and Ethics is located on our website under the “Investor Relations”
page. Our website address is http://www.silabs.com.

Risk Management
Our Board of Directors oversees our management, which is responsible for the day-to-day issues of risk
management. Such oversight is facilitated in large part by the Audit Committee, which receives reports frommanagement, the internal audit team, the Chief Information Officer, the Chief Security Officer and the Company’s
independent registered public accounting firm. In addition, members of management (including the Chief
Executive Officer, Chief Financial Officer and Chief Legal Officer) may also report directly to the Board of Directors
on significant risk management issues.

Director Compensation and Indemnification Arrangements
Our 2009 Stock Incentive Plan, as approved by our stockholders, limits to $750,000 in each calendar year, themaximum grant date fair value of awards payable in our common stock and cash compensation for all services as
an independent director that may be provided to each of our independent directors. Under the 2009 Stock
Incentive Plan, on the date of the 2023 annual meeting of stockholders, the Board of Directors granted each
non-employee director a Restricted Stock Unit (“RSU”) award covering a number of shares of the Company’scommon stock equal to $200,000 (or $255,000 for the Chairperson of the Board) divided by the average closing
price of the Company’s common stock during the 30 trading days ending on the second trading day preceding the
grant date; provided that any former employee of the Company must have served as a non-employee director forat least six months in order to receive such award. Accordingly, as Chairman of the Board, Mr. Sooch received a
grant of 1,494 RSUs and Messrs. Bock, Conrad, Lowe, Sadana and Mses. Luther, Richardson and Wyatt each
received a grant of 1,172 RSUs on the date of the 2023 annual meeting of stockholders. The RSU awards require
no purchase price payment and will vest on approximately the first anniversary of the date of grant.
During 2023, our non-employee director compensation program consisted of the following cash compensation:(i) $55,000 per person per year, (ii) an additional $25,000 per year for the Chairman of the Audit Committee, (iii) an
additional $9,000 per year for each Audit Committee member (excluding the Chairman), (iv) an additional $25,000
per year for the Chairman of the Compensation Committee, (v) an additional $9,000 per year for each
Compensation Committee member (excluding the Chairman), (vi) an additional $10,000 per year for the Chairmanof the Nominating and Corporate Governance Committee, (vii) an additional $5,000 per year for each Nominating
and Corporate Governance Committee member (excluding the Chairman), (viii) an additional $20,000 per year for
the Lead Director (ix) an additional $10,000 per year for the Chairman of the Corporate Development and FinanceCommittee, (x) an additional $5,000 per year for each Finance Committee member (excluding the Chairman) and(xi) an additional $20,000 per year for the Chairman of the Board. Payments under the cash compensation plan
are generally paid in equal quarterly installments on the last day of each fiscal quarter. Notwithstanding thiscompensation program, for the period commencing August 1, 2023 and ending December 30, 2023, we reduced
the cash retainer of each non-employee director of the Company from an annualized rate of $55,000 to anannualized rate of $33,000, in line with reductions we made to executive base pay as a response to market
conditions and business performance. The other director compensation amounts were unchanged.
Cash compensation was pro-rated if the individual served less than the full year in a position.
Our certificate of incorporation limits the personal liability of our directors for breaches by them of their fiduciary
duties. Our bylaws require us to indemnify our directors to the fullest extent permitted by Delaware law. We havealso entered into indemnification agreements with all of our directors and have purchased Director and Officers
liability insurance.

13

PROPOSAL ONE: ELECTION OF DIRECTORSIn addition to the above compensation, we also reimburse non-employee directors for all reasonable out-of-pocket
expenses incurred for attending board and committee meetings.
The following table provides summary information on compensation earned by each non-employee member of our
Board of Directors in fiscal 2023.

Director Compensation Table for Fiscal 2023
Fees Earned orPaid in Cash
($)

Stock
Awards($)(1)

Total($)

William G. Bock

73,577

195,197268,774

Bob Conrad

57,088

195,197

252,285

Gregg Lowe75,833

195,197

271,030

Sherri Luther

58,308

195,197

253,505

Nina Richardson

60,138

195,197

255,335

Sumit Sadana

74,308

195,197269,505

Navdeep S. Sooch

74,308248,826

323,134

William P. Wood(2)19,821—

19,821

Christy Wyatt

57,577

195,197

252,774

Name

(1)

(2)

Amounts shown do not reflect compensation actually received by the director but represent the grant date fair value as
determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock
Compensation (“ASC Topic 718”). The assumptions underlying the calculation are discussed under Note 15, StockBased Compensation, of the Company’s Form 10-K for the fiscal year ended December 30, 2023.
Mr. Wood served as a member of the Board of Directors until his term expired at the 2023 Annual Meeting.

RECOMMENDATION OF THE BOARD OF DIRECTORSOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES FOR
CLASS II DIRECTORS AS LISTED ABOVE.

14

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

Proposal Two: Ratification of Appointment of Independent
Registered Public Accounting Firm
Our Audit Committee has appointed the firm of Ernst & Young LLP to serve as our independent registered public
accounting firm for the fiscal year ending December 28, 2024. Ernst & Young LLP has audited our financial
statements since our inception in 1996. A representative of Ernst & Young LLP is expected to be present at theAnnual Meeting and will have an opportunity to make a statement if he or she so desires and will be available torespond to appropriate questions.
The following table presents fees for professional services rendered by Ernst & Young LLP for fiscal 2023 and
2022:
2023 ($)

2022 ($)

2,274,000

935,700

Audit-related fees

17,0005,000

Tax fees

120,800

224,300

3,800

3,300

2,415,600

1,168,300

Audit fees

All other fees
Total

Audit Fees. Audit fees relate to services rendered in connection with the audits of the annual consolidated
financial statements and internal control over financial reporting included in our Form 10-K, the quarterly reviews offinancial statements included in our Form 10-Q filings, fees associated with SEC registration statements,
assistance in responding to SEC comment letters, accounting consultations related to audit services and statutory
audits required internationally.
Audit-Related Fees. Audit-related fees include services for assurance and other related services, such as
consultations concerning financial accounting and reporting matters and due diligence related to mergers andacquisitions.
Tax Fees. Tax fees include services for tax compliance, research and technical tax advice.
All Other Fees. All other fees include the aggregate fees for products and services provided by Ernst & YoungLLP that are not reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”
The Audit Committee is authorized by its charter to pre-approve all auditing and permitted non-audit services to be
performed by our independent registered public accounting firm. The Audit Committee reviews and approves theindependent registered public accounting firm’s retention to perform attest services, including the associated fees.
The Audit Committee also evaluates other known potential engagements of the independent registered public
accounting firm, including the scope of the proposed work and the proposed fees, and approves or rejects eachservice, taking into account whether the services are permissible under applicable law and the possible impact ofeach non-audit service on the independent registered public accounting firm’s independence from management.
At subsequent meetings, the Committee will receive updates on the services actually provided by the independent
registered public accounting firm, and management may present additional services for approval. The Committee
has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements onbehalf of the Committee in the event that a need arises for pre-approval between Committee meetings. If the
Chairman so approves any such engagements, he or she will report that approval to the full Audit Committee at its
next meeting. During fiscal 2023, all such services were pre-approved in accordance with the procedures
described above.

15

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

Our Audit Committee has reviewed the fees described above and believes that such fees are compatible withmaintaining the independence of Ernst & Young LLP.
Stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting
firm is not required by our bylaws or other applicable legal requirement. However, the appointment of Ernst &Young LLP is being submitted to the stockholders for ratification. If the stockholders fail to ratify the appointment,
the Audit Committee will reconsider whether or not to retain the firm. Even if the appointment is ratified, the Audit
Committee at its discretion may direct the appointment of a different independent registered public accounting firmat any time during the year if it determines that such a change would be appropriate.

RECOMMENDATION OF THE BOARD OF DIRECTORSUPON THE RECOMMENDATION OF OUR AUDIT COMMITTEE, OUR BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERSVOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNGLLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2024.

16

PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal Three: Advisory Vote on Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, enables ourstockholders to vote annually to approve, on an advisory (non-binding) basis, the compensation of our Named
Executive Officers as disclosed in this Proxy Statement in accordance with the rules of the Securities andExchange Commission.
This vote is advisory, and, therefore, not binding on the Company, the Compensation Committee, or our Board of
Directors. However, our Board of Directors and our Compensation Committee value the opinions of ourstockholders and to the extent there is any significant vote against the compensation of the Named Executive
Officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation
Committee will evaluate whether any actions are necessary to address those concerns.
As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation
program is designed to attract, motivate, and retain the Named Executive Officers, who are critical to our success.
Under this program, the Named Executive Officers are rewarded for the achievement of strategic and operational
objectives and the realization of increased stockholder value. Please read the Compensation Discussion andAnalysis and the accompanying compensation tables beginning on page 23 of this Proxy Statement for additional
information about our executive compensation program, including information about the compensation of theNamed Executive Officers in fiscal 2023.
The Compensation Committee regularly reviews our executive compensation program to ensure that it achieves
the desired goal of aligning our executive compensation structure with the interests of our stockholders and current
market practices.
We are asking our stockholders to indicate their support for the compensation of the Named Executive Officers as
described in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives ourstockholders the opportunity to express their views on the compensation of the Named Executive Officers. Please
note that this vote is not intended to address any specific item of compensation, but rather the overall
compensation of the Named Executive Officers and the philosophy, policies and practices described in this Proxy
Statement.
We will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed in this Proxy
Statement is hereby approved.”

RECOMMENDATION OF THE BOARD OF DIRECTORSOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR APPROVAL OF THE ABOVE RESOLUTION.

17

OTHER MATTERS

Other Matters
We know of no other matters that will be presented for consideration at the Annual Meeting. If any other mattersproperly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of Proxy tovote the shares they represent as the Board of Directors may recommend. Discretionary authority with respect tosuch other matters is granted by the execution of the enclosed Proxy.

18

OWNERSHIP OF SECURITIES

Ownership of Securities
The following table sets forth certain information known to us with respect to the beneficial ownership of our common
stock as of February 15, 2024 by (i) all persons who were beneficial owners of five percent or more of our common
stock, (ii) each director and nominee for director, (iii) the named executive officers in the Summary Compensation
Table of the Executive Compensation section of this Proxy Statement and (iv) all then current directors and executive
officers as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power withrespect to the shares beneficially owned, subject to community property laws, where applicable.

Beneficial Owner(1)SharesBeneficially
Owned

Percentageof Shares
Beneficially
Owned(2)R. Matthew Johnson—*

John Hollister

53,856*

Brandon Tolany(3)41,595*

Sandeep Kumar

48,794*

Navdeep S. Sooch

399,553

1.25%

William G. Bock

31,468*Robert Conrad—*

Gregg Lowe

9,504

*

Sherri Luther

1,249

*

Nina Richardson

5,408

*

Sumit Sadana

4,530

*

Christy Wyatt

4,548

*

Entities deemed to be affiliated with BlackRock, Inc.(4)4,308,742

13.50%

Entities deemed to be affiliated with The Vanguard Group(5)3,464,163

10.85%

Entities deemed to be affiliated with FMR LLC(6)4,766,878

14.93%All directors and executive officers as a group (12 persons)(7)Total Beneficial Ownership

*
(1)
(2)

(3)
(4)

(5)

(6)

(7)

550,989

1.72%

13,144,628

41.15%

Represents beneficial ownership of less than 1%.
Unless otherwise indicated in the footnotes, the address for the beneficial owners named above is 400 West Cesar
Chavez, Austin, Texas 78701.
Percentage of ownership is based on 31,921,227 shares of common stock outstanding on February 15, 2024. Sharesof common stock subject to stock options which are currently exercisable or will become exercisable within 60 days
after February 15, 2024 and shares of common stock subject to restricted stock units which will become vested within
60 days after February 15, 2024 are deemed outstanding for computing the percentage for the person or group holding
such awards but are not deemed outstanding for computing the percentage for any other person or group.
Includes 18,270 shares issuable upon exercise of stock options.
Pursuant to a Schedule 13G/A dated January 31, 2024 filed with the SEC, BlackRock, Inc. reported that as ofDecember 31, 2023 that it had sole voting power over 4,246,034 shares, sole dispositive power over 4,308,742 sharesand that its address is 50 Hudson Yards, New York, NY 10001.
Pursuant to a Schedule 13G/A dated February 13, 2024 filed with the SEC, The Vanguard Group reported that as ofDecember 29, 2023 that it and certain related entities had sole dispositive power over 3,371,064 shares, shared voting
power over 58,878 shares, and shared dispositive power over 93,099 shares and that its address is 100 Vanguard
Boulevard, Malvern, Pennsylvania 19355.
Pursuant to a Schedule 13G/A dated February 9, 2024 filed with the SEC, FMR LLC reported that as of December 29,
2023 that it and certain related entities had sole voting power over 4,766,628 shares, sole dispositive power over
4,766,878 shares and that its address is 245 Summer Street, Boston, Massachusetts 02210.
Includes 18,270 shares issuable upon exercise of stock options.

19CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions, andDirector Independence
Certain Relationships and Related Transactions
Our bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware
law. We have entered into indemnification agreements with all of our directors and executive officers and havepurchased Director and Officers liability insurance. In addition, our certificate of incorporation limits the personal
liability of the members of our Board of Directors for breaches by the directors of their fiduciary duties.

Policies and Procedures with Respect to Related Party
Transactions
Our Audit Committee Charter requires that the members of our Audit Committee, all of whom are independent
directors, review and approve all related party transactions as described in Item 404 of Regulation S-K
promulgated by the SEC. We have also adopted a written policy regarding the approval of all related party
transactions. Under such policy, each of our directors and executive officers must notify the Corporate Secretary(who, in turn, will provide such information to the Audit Committee) of any proposed related party transactions. To
assist with the identification of potential related party transactions, we solicit information through questionnaires inconnection with the appointment of new directors and executive officers and on an annual basis with respect toexisting directors and executive officers. The Chairman of the Audit Committee is delegated the authority toapprove or ratify any related party transactions in which the aggregate amount involved is expected to be less than
$1 million per year. All other proposed related party transactions are subject to approval or ratification by the Audit
Committee except for certain categories of transactions that are deemed to be pre-approved by the Audit
Committee. In determining whether to approve or ratify a related party transaction, the Audit Committee and the
Chairman, if applicable, will take into account, among other factors deemed appropriate, whether the related party
transaction is on terms no more favorable to the counterparty than terms generally available to an unaffiliatedthird-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.
Our Code of Business Conduct and Ethics requires our executive officers and directors to disclose any conflicts ofinterest, including any material transaction or relationship involving a potential conflict of interest. No executive
officer may work, including as a consultant or a board member, simultaneously for us and any competitor,
customer, supplier or business partner without the prior written approval of our Chief Financial Officer or legal
department. Furthermore, executive officers are encouraged to avoid any direct or indirect business connections
with our competitors, customers, suppliers or business partners.
Pursuant to our Corporate Governance Policy, we expect each of our directors to ensure that other existing andfuture commitments do not conflict with or materially interfere with their service as a director. Directors are
expected to avoid any action, position or interest that conflicts with our interests, or gives the appearance of aconflict. In addition, directors should inform the Chairman of our Nominating and Corporate GovernanceCommittee prior to joining the board of another public company to ensure that any potential conflicts, excessive
time demands or other issues are carefully considered.

Director Independence
See the subsection entitled “Committees and Meetings” in the section of this Proxy Statement entitled “Proposal
One: Election of Directors.”

20

AUDIT COMMITTEE REPORT

Audit Committee Report
The following is the report of the Audit Committee with respect to the audit of the fiscal 2023 consolidated financial
statements of Silicon Laboratories Inc. (the “Company”):
Management is responsible for the Company’s internal controls and the financial reporting process. The
independent registered public accounting firm is responsible for performing an independent audit of theCompany’s consolidated financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and for issuing a report thereon. Additionally, the independent registered public
accounting firm is responsible for performing an independent audit of the Company’s internal control over financial
reporting and for issuing a report thereon. The Committee’s responsibility is to monitor and oversee theseprocesses.
In this context, the Committee has met and held discussions with management and the independent registeredpublic accounting firm. Management represented to the Committee that the Company’s consolidated financial
statements in the Annual Report were prepared in accordance with accounting principles generally accepted in the
United States, and the Committee has reviewed and discussed the consolidated financial statements in the Annual
Report with management and the independent registered public accounting firm. The Committee has discussedwith the independent registered public accounting firm, Ernst & Young LLP, the required communications specified
by auditing standards together with guidelines established by the Securities and Exchange Commission and theSarbanes-Oxley Act.
The Company’s independent registered public accounting firm also provided to the Committee the written
disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding theindependent accountant’s communications with the Audit Committee concerning independence. The Audit
Committee reviewed non-audit services provided by its independent registered public accounting firm for the last
fiscal year and determined that those services are not incompatible with maintaining the independent registeredpublic accounting firm’s independence.
Based upon the Committee’s discussion with management and the independent registered public accounting firm
and the Committee’s review of the representation of management and the reports of the independent registeredpublic accounting firm to the Committee, the Committee recommended that the Board of Directors include theaudited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 30, 2023 filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
William G. Bock (Chairman)
Sherri Luther
Nina Richardson

21

EXECUTIVE OFFICERS

Executive Officers
Set forth below is information regarding the executive officers of Silicon Labs as of February 15, 2024 (ages as ofAnnual Meeting date).
Name

Age

R. Matthew Johnson

48

Position
President, Chief Executive Officer and Director

Mark Mauldin

53

Interim Chief Financial Officer and Chief Accounting Officer

Brandon Tolany

49

Senior Vice President of Worldwide Sales & Marketing

Sandeep Kumar, PhD

59

Senior Vice President of Worldwide Operations

R. Matthew Johnson has served as a Director and our President and Chief Executive Officer since January 2022.
Prior to this role, Mr. Johnson served as our Senior Vice President and General Manager of Silicon Labs’ Internetof Things (IoT) business unit from July 2018 until he was promoted to President in April 2021. Prior to joining
Silicon Labs, Mr. Johnson served as Senior Vice President and General Manager of automotive processing
products and software development at NXP Semiconductors. Mr. Johnson holds a B.S. in Electrical Engineering
Technology from the University of Maine and has completed executive programs at Harvard Business School andStanford University. Mr. Johnson also serves on the Board of Trustees for Dell Children’s Foundation, the Global
Semiconductor Alliance and the Semiconductor Industry Association.
Mark Mauldin has served as our Interim Chief Financial Officer since February 2024 and Chief Accounting Officer
since April 2021. Mr. Mauldin joined Silicon Labs in 2004 and has served in various financial management roles
including Vice President of Finance, Corporate Controller, Director of FP&A, and Director of Internal Audit. Prior tojoining Silicon Labs, Mr. Mauldin served as Chief Financial Officer and Corporate Controller for Perficient, Inc. andstarted his career at Ernst & Young. Mr. Mauldin is a Certified Public Accountant and holds a master’s degree inprofessional accounting and a bachelor’s degree in business administration from the University of Texas at Austin.
Brandon Tolany has served as our Senior Vice President of Worldwide Sales and Marketing since January 2016.
Prior to joining Silicon Labs, Mr. Tolany served as Senior Vice President, Chief Sales and Marketing Officer at
Freescale Semiconductor where he led global sales and marketing activities from 2013 to 2015. During his tenure
at Freescale, Mr. Tolany held various leadership positions including Vice President of Global Marketing forMicrocontrollers and Director of Sales and Field Application Engineering for Freescale’s Americas West Region.
Mr. Tolany started his career at Freescale in 2004 as a marketing manager for the i.MX applications processor
product line. Prior to joining Freescale, Mr. Tolany was Director of Sales and Business Development for Luminent
where he led global marketing efforts. He also served as a product manager at Mitsubishi Electric. Mr. Tolanyholds a bachelor’s degree in Communications from the University of Texas at Austin. Mr. Tolany also serves as aboard member for the Rosedale Foundation.
Sandeep Kumar, PhD has served as our Senior Vice President of Worldwide Operations since July 2013. Hepreviously served as Vice President of Operations Engineering from September 2009 to July 2013. He joined
Silicon Labs in July 2006 and is responsible for worldwide operations. His team includes the manufacturing teams,
product and test engineering, quality assurance, failure analysis, as well as the prototype production and reliability
test labs; and works closely with the technology organization in driving the process and package engineering
strategies. Dr. Kumar’s group drives the company technology strategy and supplier choices. Prior to joining SiliconLabs, Dr. Kumar managed global test engineering teams and was responsible for worldwide product and test
engineering for the storage business at Agere Systems, Lucent Technologies and AT&T Bell Labs. Dr. Kumar hasa bachelor’s degree in Electrical Engineering from the Indian Institute of Technology in Bombay, a M.S. in
Electrical Engineering from the University of Evansville in Indiana and a Ph.D. in Electrical Engineering from
Lehigh University. Dr. Kumar serves on the Electrical and Computer Engineering Department’s Industry Advisory
Council for Southern Illinois University in Carbondale, IL.
22

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) provides information regarding the 2023 compensation
program for our principal executive officer, principal financial officer and two other most highly compensatedexecutive officers. We had no other executive officers during 2023. For 2023, these individuals were:•

R. Matthew Johnson, our President and Chief Executive Officer (“CEO”)•

John Hollister, our Former Senior Vice President and Chief Financial Officer (“CFO”)•

Brandon Tolany, our Senior Vice President of Worldwide Sales, Marketing & Applications•

Sandeep Kumar, our Senior Vice President of Worldwide Operations

We refer to these executive officers collectively in this Proxy Statement as the “Named Executive Officers” or“NEOs.” As previously reported, on February 2, 2024, Mr. Hollister resigned from his position as CFO of theCompany.
In this CD&A, we describe the material elements of our compensation program for the NEOs during 2023 asadministered by the Compensation Committee. This analysis also provides an overview of our executive
compensation philosophy, including our principal compensation policies and practices, for our NEOs. Finally, we
explain how and why the Compensation Committee arrived at the specific compensation decisions for our Named
Executive Officers in 2023 and discuss the key factors that the Compensation Committee considered indetermining their compensation.

2023 Business Results
In 2023, total revenue decreased 24% from 2022 to $782 million as weak global macroeconomic conditions andan industry-wide inventory correction impacted our results and the overall market. Our industry-leading Series 2
portfolio of products and singular focus on the IoT continued to drive design wins in rapidly growing markets in
2023, including in connected health, retail digitalization and smart metering.
Worldwide distribution revenue was 78% of 2023 revenue. Revenue from our top ten customers was 22%, and no
single customer was greater than 5% of our revenue.
Our GAAP gross margins were nearly 59% in 2023, down from 63% in 2022, reflecting variations in product andcustomer mix. GAAP operating loss for the year was $24 million, compared to operating income of $119 million in
the prior year. The decrease in operating income was due to lower revenue and gross margin, offset partially by a
7% year-on-year reduction in operating expenses. Net interest income increased from 2022, primarily due toincreased interest income earned as a result of higher market interest rates. Headcount at the end of the year was
1,846, and down approximately 6% over 2022, due to workforce reductions.
In 2023, cash flow used in operating activities was $30 million, primarily driven by a strategic investment inincreasing our internal inventory levels. We ended the year with approximately $439 million in cash, cash
equivalents, and short-term investments.
We also finalized the redemption process on our 2025 convertible notes in 2023, funding $535 million in cash andissuing approximately 0.9 million shares.

23

COMPENSATION DISCUSSION AND ANALYSIS

2023 Business Highlights
We executed well in 2023 despite a difficult industry operating environment characterized by weak demand andhigh inventory. Though revenue was down 24% from 2022, we gained significant new design wins across ourcustomer base, in-line with the aggressive targets we set. These design wins span a broad range of technologies,
applications and customers and are expected to deliver strong growth and earnings power as the market backdrop
improves. We also gained market share in areas such as Bluetooth.
In 2023, we introduced new and innovative products, highlighted by the following key announcements:•

Introduced a new integrated circuit family designed for the smallest form factor IoT devices: the xG27
family of Bluetooth SoCs.

•

Announced the new dual-band FG28 SoC, designed for long-range networks and protocols like Amazon
Sidewalk, Wi-SUN, and other proprietary protocols.

•

Unveiled our next-generation Series 3 platform, purpose-built for embedded IoT devices. Series 3
devices will be designed to offer industry-leading compute, wireless performance, scalability, and energy
efficiency with the highest levels of IoT security.

Significant Executive Compensation Actions
Our Compensation Committee, which consists entirely of independent directors, sets the compensation of ourNamed Executive Officers each year. Specifically, the Compensation Committee, in consultation with ourcompensation consultant, examines whether each NEO’s compensation is competitive and appropriate in view ofsuch person’s role, level or responsibility, and experience, as further described in the “Compensation-Setting
Process” section below. In April 2023, the Compensation Committee approved the following changes to our NEOs’
target compensation:•

Increased Mr. Johnson’s base salary 6.0% on April 2, 2023.

•

Increased Mr. Hollister’s base salary 3.0% on April 2, 2023.

•

Increased Mr. Kumar’s base salary 2.1% on April 2, 2023.

•

Approved annual cash incentive bonus targets with 45% tied to revenue, 45% tied to operating income
and 10% tied to diversity, equity and inclusion metrics as part of our overall ESG initiatives.

•

Approved long-term incentive compensation, consisting of a combination of Restricted Stock Units(“RSUs”) and Performance Stock Units (“PSUs”) to align our executives’ incentives with our stockholders,retain key employees, and reward performance.

Proactive response to industry downturn. We are committed to increasing shareholder value and ensuring
alignment of our compensation practices with stockholder interests. Company management and theCompensation Committee, in consultation with our compensation consultant, acted quickly in response to anindustry downturn which affected Company performance and took the following actions with respect to NEO
compensation to better align NEO compensation with Company performance:•

Decreased Mr. Johnson’s base salary 40.0% for the period of August 1 – December 30, 2023.

•

Decreased Mr. Hollister’s base salary 20.0% for the period of August 1 – December 30, 2023.

•

Decreased Mr. Tolany’s base salary 20.0% for the period of August 1 – December 30, 2023.

•

Decreased Mr. Kumar’s base salary 20.0% for the period of August 1 – December 30, 2023.

•

No performance bonus was paid based upon business performance in 2023.

24

COMPENSATION DISCUSSION AND ANALYSIS

Significant Corporate Governance Standards
We maintain high standards in our executive compensation and governance practices. The following policies werein effect in 2023:
What We Do

What We Do Not Do

We have stock ownership guidelines. Our CEO must
hold Silicon Labs equity with a value equal to six times
his base salary, and our CFO must hold equity with avalue equal to three times his base salary following aphase-in period. Other executive officers must holdequity with a value of two times their base salaryfollowing a phase-in period. Unvested options andunvested PSUs do not count for purposes of the stock
ownership guidelines. All executive officers and directors
are in compliance with our stock ownership guidelines.

We do not provide excise tax gross-ups in the eventof a change in control.

We have stock ownership guidelines for our Directors
requiring them to hold Silicon Labs equity with a value
equal to three times their annual cash retainer following aphase-in period.

We do not allow hedging and pledging of Company
securities.

All employee change in control agreements do containdouble trigger (rather than single trigger) change incontrol provisions.

We do not provide significant perquisites or otherpersonal benefits to our executive officers. Other thanan annual physical examination provided by theCompany, our executive officers participate in broadbased company-sponsored health and welfare
benefits programs on the same basis as our other fulltime employees.

We separate the roles of Chairman of the Board andChief Executive Officer. Our Board also includes the
position of Lead Independent Director.

We do not offer retirement plans or nonqualified
deferred compensation plans to our executive officers,
other than the 401(k) retirement plan offered to allsalaried full-time employees.

We conduct an annual assessment to ensure that thecompensation consultant engaged by the Compensation
Committee is independent.
We conduct an annual review of our compensation
programs for executive officers and other employees toassess the level of risk associated with those programsand the effectiveness of our policies and practices formonitoring and managing these risks.
We have a recoupment (or claw-back) policy thatcomplies with the listing standards of the Nasdaq toprovide for recovery of incentive compensation from any
executive officer in the event of a restatement of our
financial results.

25

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy
Our executive compensation program supports our long-term strategic and operational goals. It is intended to
attract, motivate, and retain talented individuals to serve as our executive officers. The Compensation Committee
designs the various components of our executive compensation program to be market competitive and support
growth and profitability objectives while remaining aligned with our culture.
We hold our executives to high performance standards and our compensation arrangements for our CEO andother Named Executive Officers are designed to deliver competitive base pay and attractive incentive opportunities
if performance is outstanding while delivering significantly lower actual compensation when performance is below
our rigorous standards. To this end, a significant portion of target compensation for our executives is designed to
be at risk.
Salaries are compared not only to our peer group listed below, but also to data from the Radford Technology
survey. Our target for base salaries, considering data from each source, is market median. Our annual cash
incentive plan, discussed below, is based solely on achieving corporate targets. This plan targets above-market
awards when the Company is performing well and places cash incentives at risk when performance targets are notachieved. See also “Annual Cash Incentive Bonus” below.
Our equity program includes time-vesting restricted stock units (RSUs) and performance stock units (PSUs) thatare intended to incentivize achievement of high-performance standards. In 2021, we transitioned away fromperformance-based market stock units (MSUs) to a performance-based PSU program, more appropriate during
the period of our company’s transformation and transition to a new business model. Our PSUs require significant
levels of multi-year performance, measured by our achievement against our stated financial model and growthtargets. These program design changes were made in consultation with our compensation consultant.
This approach provides a strong alignment between pay-for-performance, operational results and retention of key
executive talent. The design appropriately establishes a clear focus on achieving our financial objectives. As such,our compensation program provides modest compensation when longer-term performance is below expectations.
We believe that this approach optimally aligns the interests of management and our stockholders and results in thegreatest emphasis on long-term stockholder value creation. For more information on the design of our equity
programs and for awards granted in 2023, see “Long-Term Incentive Equity Awards” below.

Prior Say On Pay Vote and Shareholder Engagement
Our prior advisory Say-on-Pay proposal regarding the compensation of our Named Executive Officers received the
support of approximately 94% of the votes cast at the 2023 Annual Meeting. The Compensation Committee andthe Board reviewed the result of the Say-on-Pay vote, and appreciate the feedback and support of ourshareholders for the adjustments we made to continue to strengthen our pay for performance practices.
Those adjustments included approving a resolution not to provide cash severance to executive officers upon a
voluntary resignation (other than as may be contractually committed, such as upon a resignation for “goodreason”), and increasing our CEO stock ownership guidelines from five times to six times base salary.
We believe that shareholder engagement is important, and our Compensation Committee will continue to take into
account shareholder feedback, future Say-on-Pay votes and relevant market developments in order to determine
whether any subsequent changes to our executive compensation program are warranted. We expect to continue
our outreach efforts with respect to executive compensation in future years in order to ensure that we understandour shareholder views and concerns on each of these subjects for the consideration of our Compensation
Committee and the full Board.

26

COMPENSATION DISCUSSION AND ANALYSIS

Compensation-Setting Process
Role of Compensation Committee. The Compensation Committee is responsible for administering our executive
compensation program, as well as determining and approving the compensation for our Named Executive
Officers. The Compensation Committee regularly reports to our Board of Directors on its deliberations and actions.
The Compensation Committee uses a balanced approach to set the compensation of our executive officers, witheach primary direct component of compensation (base salary, annual cash incentive bonus, and long-term
incentive compensation) designed to play a specific role. The Compensation Committee determines thecompensation of each executive officer with respect to each compensation component based, in part, on its own
analysis of competitive market data and the recommendations of our CEO, both as described below. Additionally,
the Compensation Committee periodically reviews whether our compensation policies and practices create anyrisks reasonably likely to have a material adverse impact on the Company and the steps that have or should betaken to monitor and mitigate such risks. The Compensation Committee’s 2023 review determined that theCompany’s pay policies and practices do not create risks reasonably likely to have a material adverse effect on the
Company.
The Compensation Committee exercises its own judgment in making its compensation decisions and may accept
or reject our CEO’s recommendations. In addition, the Compensation Committee receives input from its
compensation consultant and meets in executive session (without our CEO present) prior to making its final
determinations regarding compensation.
Differences in compensation among our executive officers are the result of the Compensation Committee’s
exercise of its judgment, following its review of our CEO’s recommendations, its analysis of competitive market
data and its consideration of overall Company performance, competitive pressures, business conditions and thepotential financial impact of compensation decisions, including share ownership dilution. Pay decisions are basedon competitive market data from the compensation consultant and a variety of other factors, including level of
performance, the vesting and value of outstanding equity awards, each individual’s tenure, prior experience,
distinctive value to the Company, variances in job responsibilities relative to similarly titled officers at othercompetitive companies and the Compensation Committee’s determination of the appropriate mix of compensation
elements (including base salary, cash incentives and equity incentives).
In determining the compensation of our CEO, the Compensation Committee consults with the other independent
members of our Board of Directors, assesses our CEO’s individual performance and considers competitive market
data and the other factors described above.
For our Named Executive Officers, the Committee targets market median for base salaries and targets greaterthan market total direct compensation (i.e. including incentive compensation) when our stringent performancetargets are achieved. The factors described above provide the framework for compensation decision-making foreach Named Executive Officer. No single factor is determinative in setting pay levels, nor is the impact of any
factor on the determination of pay levels quantifiable.
Role of Management. In carrying out its responsibilities, the Compensation Committee works with members of
our management, including our CEO. Typically, our management assists the Compensation Committee by
providing information on Company performance and its perspective on compensation matters. Our CEO generally
attends Compensation Committee meetings (except with respect to discussions involving his own compensation orother executive sessions of the committee).
Our CEO makes pay recommendations to the Compensation Committee regarding our executive officers’
compensation (except for his own compensation) using the factors mentioned above and his own review of each
NEO’s performance.
Our CEO conducts this assessment with the assistance of our Chief People Officer. Our CEO then makes formal
recommendations to the Compensation Committee, using data from compensation firms Mercer and Radford,
27

COMPENSATION DISCUSSION AND ANALYSIS

regarding adjustments to base salary, annual cash incentive bonus opportunities and equity awards for his team.
Our CEO also recommends performance measures and related target levels for annual cash incentive bonuses
and equity awards for senior management.
The Compensation Committee solicits and reviews our CEO’s recommendations and proposals on compensationrelated matters. They consider these recommendations, among other factors, as they make compensation
decisions for our executive officers.
Role of Compensation Consultant. The Compensation Committee is authorized to retain the services ofcompensation consultants and other advisors from time to time, as it sees fit, in connection with the administrationof our executive compensation programs.
The Compensation Committee retained Mercer US LLC, (“Mercer”), a compensation consulting firm providing
executive compensation advisory services, to provide competitive market data and analysis regarding material
elements of compensation, including base salary, cash incentives and equity incentives. Mercer served at thediscretion of the Compensation Committee and received $211,294 for these services during 2023. Mercer did notprovide any other services to the Company in 2023.
With the approval of the Compensation Committee, Mercer provided our CEO and our Chief People Officer withmarket data regarding compensation for our executive officers so that our CEO’s compensation recommendations
to the Compensation Committee are consistent with our compensation philosophy.
Competitive Positioning. The Compensation Committee believes it is in the best interests of our stockholders toensure that our executive compensation is competitive with that of other companies of similar size and complexity.
In late 2022, the Compensation Committee directed Mercer to use data gathered from the 2022 Radford HighTechnology Executive Compensation Survey and publicly-available information from the following companies to
identify and analyze the competitive market for 2023 executive compensation. Criteria for peer group selection
included industry, revenue size, market capitalization, and business characteristics. The Compensation Committee
adjusts the existing peer group each year to the extent needed to remove peers that merge or are acquired byanother company. The Compensation Committee selected the following companies as a compensation peer groupused for 2023 compensation in consultation with Mercer:
Advanced Energy Industries, Inc.

Monolithic Power Systems, Inc.

Alpha and Omega Semiconductor Limited

National Instruments Corporation

Cirrus Logic, Inc.

NETGEAR, Inc.

Diodes Incorporated

Power Integrations, Inc.

Knowles Corporation

Semtech Corporation

Lattice Semiconductor Corporation

Synaptics Incorporated

MACOM Technology Solutions Holdings, Inc.

Universal Display Corporation

MaxLinear, Inc.

Wolfspeed, Inc.

CMC Materials and Vivint Smart Home were removed from the peer group in 2023 due to their acquisitions.

Compensation Elements
The primary components of our executive compensation program are base salary, annual cash incentive bonus
and equity awards. The Compensation Committee uses its discretion and does not use a prescribed formula forallocating compensation between annual and long-term compensation, between cash and non-cashcompensation, or among different forms of non-cash compensation.

28

COMPENSATION DISCUSSION AND ANALYSIS

Based on compensation decisions made by the Compensation Committee at its regular meeting to determine
executive compensation, approximately 91% of our CEO’s target pay mix and on average approximately 84% of
our other NEOs’ target pay mix is tied to Company performance, including stock price performance (“at-risk”):

NEO Target Pay Mix(Excluding CEO)CEO Target Pay Mix
9%Base
Salary16%
BaseSalary12%
TargetAnnualIncentive
69%
TargetLong-Term
Incentive

79%
TargetLong-Term
Incentive

15%
TargetAnnualIncentive

Base Salary. The 2022 and 2023 base salaries and percentage increase are set forth in the following table:
Named Executive Officer

2022 Base
Salary ($)

Percentage
Increase

2023 Base
Salary ($)

R. Matthew Johnson(1)650,000

6.0%

689,000

John Hollister(2)437,000

3.0%

450,000

Brandon Tolany(2)414,000

0%414,000

Sandeep Kumar(2)379,000

2.1%

387,000(1)(2)

2023 Base Salary for Mr. Johnson was decreased by 40%, effective August 1 through December 30, 2023, aspreviously described.
2023 Base Salaries for Messrs. Hollister, Tolany and Kumar were decreased by 20%, effective August 1 throughDecember 30, 2023, as previously described.

Annual Cash Incentive Bonus. Each year, the Compensation Committee adopts a bonus plan (the “Bonus Plan”)
to reward exceptional performance and align the incentives of our Named Executive Officers with our short-term
operating plan and long-term strategic objectives and the interests of our stockholders. The Compensation
Committee approves the design, structure, and performance objectives, as well as each objective’s relative
weighting, under the Bonus Plan. The Compensation Committee designs the Bonus Plan to pay each Named
Executive Officer up to 150% of the NEO’s target annual cash incentive bonus opportunity for outstanding
performance. Consistent with our “pay-for-performance” philosophy, however, no payment is guaranteed if theminimum established performance objectives under the Bonus Plan are not achieved. Our Board of Directors andthe Compensation Committee may exercise discretion either to make payments absent attainment of the relevant
performance metric target levels or to reduce or increase the size of any award payment.
For 2023, consistent with our business strategy, the Compensation Committee established adjusted revenue andadjusted non-GAAP operating income as a percentage of adjusted revenue as the principal corporate financial
metrics. For this purpose, “adjusted revenue” and “adjusted non-GAAP operating income” mean revenue andoperating income as determined under generally accepted accounting principles (GAAP) modified for stockcompensation expense, intangible asset amortization, acquisition-related items and restructuring charges. These
adjusted measures more clearly highlight the results of core ongoing operations. For purposes of cash incentive
bonuses, the Compensation Committee reserves the authority to determine whether to exclude any item when
making adjustments from the corresponding GAAP metric.

29

COMPENSATION DISCUSSION AND ANALYSISFor 2023, the Compensation Committee continued to include diversity, equity and inclusion (DEI) metrics as acomponent of bonus compensation.
For each of the applicable bonus metrics, the percentage payout is determined using a sliding scale based on
actual performance, with no minimum payout and a maximum payout of 150% of the executive’s target annual
cash incentive bonus opportunity for above-target performance. The financial components of the plan allowed for
100% payout at 100% of plan target. For the adjusted revenue component, there was a decreasing scale to 10%
at 90% of plan target, no payment below 90% of target and a maximum payout of 150% at 110% of target. For the
adjusted non-GAAP operating income components, there was a decreasing scale to 10% at 80% of plan target, no
payment below 80% of target and a maximum payout of 150% at 120% of target. The DEI components of the plan
were based on a set of challenging qualitative and quantitative goals representing core education and inclusion
objectives of our DEI strategy but were not quota-based. If three of five goals were achieved, the plan allowed for
60% payout. If four of five goals were achieved, the plan allowed for 80% payout. If all five goals were achieved,
the plan allowed for 100% payout. Two accelerators were added to the DEI goal set to allow for a payout above
100% to a maximum payout of 150% of target. These accelerators were only applicable if all five goals werealready achieved.
The Compensation Committee exercised its discretion in July of 2023 to cancel the annual bonus opportunity for
all NEOs due to overall Company performance, so no bonus was paid to the CEO or remaining NEOs for the 2023
performance year.
2023 Bonus Metrics

2023 Target

MetricWeighting

Adjusted Revenue$1,131,229

45%

Adjusted Non-GAAP Operating Income %

21.7%

45%

DEI Scorecard

5 goals

10%

Appendix I provides a reconciliation of GAAP and non-GAAP executive compensation financial measures.
The resulting payments to the Named Executive Officers were as follows:
Target Bonus
as a Percent ofBase Salary (%)

Actual Bonus
as a Percent ofBase Salary (%)

R. Matthew Johnson

130%

0%

John Hollister

100%

0%

Brandon Tolany

100%

0%

Sandeep Kumar

75%

0%

Named Executive Officer

Long-Term Incentive Equity Awards. The Compensation Committee uses long-term incentive compensation,
typically in the form of equity awards, to retain our Named Executive Officers, to align their interests with theinterests of our stockholders and to provide incentives that we believe encourage behaviors that will maximize
stockholder value. For 2023, the Compensation Committee used a mix of PSUs and RSUs.
PSU Awards Granted in 2021, 2022, and 2023. In 2021, we replaced our performance based MSU program witha performance-based PSU program that we believe is appropriate during the period of our company
transformation and transition to a new business model. PSUs allow us to directly tie executive compensation to
specific company financial targets that are critical to the long-term success of our pure-play IoT model. The PSU
program measures performance achievement against our multi-year growth targets and financial plan.
30

COMPENSATION DISCUSSION AND ANALYSIS

We continued to offer PSU awards in 2023. For each PSU award, a payment in shares of our common stock
relative to the target number of units may be earned upon the Company achieving goals based on a three-year
revenue compound annual growth rate (CAGR) and non-GAAP operating income margin (OI) in Years 2 and 3.
The CAGR metric is set at the beginning of the performance period and is measured at the end of Year 3 andweighted at 50%. The OI margin metric is also a long-term multi-year metric that is set at the beginning of theperformance period, with two measurement points. The first measurement is made at the end of Year 2. The
second and final OI margin measurement is made at the end of Year 3. Each of these OI margin measurements isweighted at 25%. Award payments may range from 0% up to 200% of the target number of units and are scaled
linearly against a base revenue or non-GAAP operating income margin percentage for each measurement, alltracking to our stated financial model. Each measurement has a discrete achievement threshold below which thepayout value is 0.
The PSU Awards will be earned based upon the level of achievement of the following multi-year performance
criteria:
Performance
PeriodMeasurement

WeightThresholdTargetMaximum

May 15, 2021
June 3, 2021

3-Year throughthe end of Fiscal
Year 2023

3-Year Revenue CAGR
Fiscal 2022 Non-GAAP OI Margin
Fiscal 2023 Non-GAAP OI Margin

50%
25%
25%

>10%
>7.15%>10.1%

20%
8.4%
11.8%

30%
9.65%
13.5%

December 22, 2021
February 15, 2022

3-Year throughthe end of Fiscal
Year 2024

3-Year Revenue CAGR
Fiscal 2023 Non-GAAP OI Margin
Fiscal 2024 Non-GAAP OI Margin

50%
25%
25%

>10%
>14%
>17.65%

20%
15.8%
19.5%

30%
17.6%
21.35%

February 15, 2023

3-Year throughthe end of Fiscal
Year 2025

3-Year Revenue CAGR
Fiscal 2024 Non-GAAP OI Margin
Fiscal 2025 Non-GAAP OI Margin

50%
25%
25%

>10%
>22.04%>26.22%20%
24.49%
27.70%

30%
25.98%
29.17%

Grant Date

RSU Awards Granted in 2023
The RSU awards granted in 2023 provide a retention incentive and align the interests of our executive officers withthose of our stockholders. These RSUs generally vest in three annual installments on each anniversary of the dateof grant.
The Named Executive Officers were granted the following PSU and RSU awards during 2023:
PSU Awards

RSU Awards

TargetNumber of
Shares(#)

Grant Date
Fair Value($)

Number of
Shares(#)

Grant Date
Fair Value($)

R. Matthew Johnson

21,976

4,141,377

15,9922,180,029

John Hollister

7,535

1,419,971

6,397

872,039

Brandon Tolany

9,105

1,715,837

4,798

654,063

Sandeep Kumar

3,140

591,733

3,199

436,088

Named Executive Officer

31

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Arrangements Upon Termination of
Employment or a Change in Control
The equity awards granted to our Named Executive Officers under the Company’s 2009 Stock Incentive Plan, as
amended and restated on April 22, 2021, and the CEO Severance Agreement and the Executive Severance
Agreements approved by the Board in May 2021 provide for the following potential payments and benefits upon a
Change in Control Termination (as defined in the agreements): (a) 100% of annual base salary (200% in the caseof the CEO), (b) 100% of target variable compensation for a full fiscal year (200% in the case of the CEO), (c) any
actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding
the Change in Control Termination to the extent such amount has not already been paid, (d) a pro-rated portion oftarget variable compensation for the full fiscal year in which the Change in Control Termination occurs, (e) stock
options, restricted stock, and RSUs shall become fully vested, (f) MSU and PSU units shall be vested at thegreater of actual performance or 100% of the target value, and (g) a lump sum equal to the pre-tax cost of 12months of continued COBRA coverage (24 months in the case of the CEO). In addition, the Executive Severance
Agreements provide certain specified severance benefits to the Named Executive Officers upon a Non-CIC
Termination (as defined in the agreements). The benefits are provided at a level that the Compensation
Committee believes to be comparable to those of companies of similar size in our industry sector. Detailed
information concerning the CEO Severance Agreement and the Executive Severance Agreements and thetreatment of equity awards under the Company’s 2009 Stock Incentive Plan in the event of a change in control,
including the events that trigger benefits and the severance benefits provided upon the occurrence of such events,
is discussed below under the heading “Potential Payments Upon Termination or Change in Control.” We haveprovided for this treatment based on our belief that such treatment ensures that the executive officers remain
focused on their responsibilities in the event of a potential transaction that will result in a significant benefit to ourstockholders.

Welfare, Retirement, and Other Benefits
Welfare Benefits. The Company maintains an array of benefit programs to meet the health care and welfare
needs of our employees including medical healthcare and prescription drug coverage, dental and vision programs,
medical and dependent care flexible spending accounts, short-term disability insurance, long-term disability
insurance, accidental death and dismemberment insurance, and group life insurance, as well as customary
vacation, paid holiday, leave of absence and other similar policies. Our executive officers, including the Named
Executive Officers, participate in these benefit programs on the same general terms as all of our salaried
employees.
Retirement Benefits. The Company has established a tax-qualified Section 401(k) retirement savings plan for our
employees. Our executive officers, including the Named Executive Officers, are eligible to participate in this planon the same general terms available to all of our full-time employees. Currently, plan participants are provided withmatching contributions that are subject to time-based vesting conditions. It is intended that this plan qualify under
Section 401(a) of the Internal Revenue Code so that contributions by participants to the plan, and income earnedon plan contributions, are not taxable to participants until withdrawn from the plan. Our executive officers, including
the Named Executive Officers, do not receive any retirement benefits beyond those generally available to our fulltime employees.
Perquisites and Other Personal Benefits. In addition to the general welfare and retirement benefits describedabove, the Compensation Committee has determined that we provide our executive officers, including the Named
Executive Officers, with an annual physical examination beyond the benefit provided under our standard healthcare plans.
The Compensation Committee does not view perquisites or other personal benefits as a significant component of
our executive compensation program and, except as described in the preceding paragraph, did not provide any
perquisites or other personal benefits to our executive officers during 2023.

32

COMPENSATION DISCUSSION AND ANALYSIS

Income Tax and Accounting Considerations
Section 280G of the Internal Revenue Code. Section 280G of the Code disallows a tax deduction with respect toexcess parachute payments to certain executives of companies that undergo a change in control. In addition,
Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute
payments are compensation that is linked to or triggered by a change in control and may include, but are notlimited to, transaction bonus payments, severance payments, certain fringe benefits and payments andacceleration of vesting under long-term incentive plans. Excess parachute payments are parachute payments thatexceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In
approving the compensation arrangements for our named executive officers in the future, our Compensation
Committee will consider all elements of the cost to the Company of providing such compensation, including thepotential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment,
authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Codeand the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements areappropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees)
are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed inaccordance with the foregoing.
Accounting Treatment of Executive Compensation. The Company follows Financial Accounting Standards
Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) in accounting for our stock-based awards.
ASC Topic 718 requires companies to measure the compensation cost for all stock-based options and awards toemployees (including our executive officers) and directors based on the “fair value” on the date of grant. This
calculation is performed for accounting purposes and reported in the compensation tables below, even though our
executive officers may never realize any value from their awards. ASC Topic 718 also requires companies torecognize the fair value of their stock-based options and awards in their income statements over the period that an
executive officer is required to render service in exchange for his or her grant.

Compensation Committee Report on Executive
Compensation
We, the Compensation Committee of the Board of Directors, have reviewed and discussed the Compensation
Discussion and Analysis within the Executive Compensation section of this Proxy Statement with the managementof the Company. Based on such review and discussion, we are of the opinion that the executive compensation
policies and plans provide appropriate compensation to properly align Silicon Labs’ performance and the interestsof its stockholders through the use of competitive and equitable executive compensation in a balanced andreasonable manner, for both the short- and long-term. Accordingly, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be included as part of this Proxy filing.
Submitted by the Compensation Committee of the Board of Directors:
Gregg Lowe (Chairman)
Christy Wyatt
Robert Conrad

33

COMPENSATION DISCUSSION AND ANALYSIS

Summary Compensation
The following table provides compensation information for our Named Executive Officers for fiscal years 2021,
2022 and 2023.

Summary Compensation Table

Name andPrincipal Position
R. Matthew Johnson
President and Chief
Executive Officer
John Hollister(8)Senior Vice President
and Chief Financial
Officer
Brandon Tolany
Senior Vice President ofWorldwide Sales
Sandeep Kumar
Senior Vice President ofWorldwide Operations

(1)
(2)

(3)

(4)

(5)

Year

Salary Bonus($)($)(1)
0

Stock
Awards($)(2)

OptionAwards($)(2)

Non-equity
Incentive Plan
Compensation($)(3)

6,321,406—

0

9,605 6,894,721

All Other
Compensation($)(4)

Total ($)

2023

563,710(7)2022

650,000

1,000 4,935,285—

1,159,027

10,921 6,756,233

2021

416,000(5)1,000 7,736,057—

567,319

10,212 8,730,589

2023

409,019(7)2,292,010—

06,446 2,707,475

2022

430,039(6)1,000 1,974,207—

590,642

9,139 3,005,027

2021

408,720

1,000 2,160,802

2023

379,288(7)

2022

0

—

592,644

12,934 3,176,100

2,369,900—

010,197 2,759,385

410,972(6)1,000 1,480,701—

564,463

10,761 2,467,897

2021

401,700

1,000 1,809,016—

582,465

6,460 2,800,641

2023

346,721(7)01,027,821—

0

13,382 1,387,924

2022

376,196(6)1,000

987,175—

387,524

8,179 1,760,074

2021

367,608

1,000 2,034,360—

399,774

13,729 2,816,471

0Represents holiday or profit-sharing bonus provided to all employees.
Amounts shown do not reflect compensation actually received by the Named Executive Officer but represent the grant
date fair value of RSUs and PSUs as determined pursuant to ASC Topic 718 (disregarding any estimate of forfeitures).
The assumptions underlying the calculation under ASC Topic 718 are discussed under Note 15, Stock-Based
Compensation, in our Form 10-K for the fiscal year ended December 30, 2023.
The PSUs are shown at target because target was determined to be the probable outcome for the performance period
at the time of grant. The following is the aggregate grant date fair value of PSUs granted if we assumed the maximum
amounts (200% of target) will be earned: For 2023: Mr. Johnson - $8,282,755, Mr. Hollister - $2,839,942, Mr. Tolany $3,431,674, and Mr. Kumar - $ 1,183,467. For 2022: Mr. Johnson - $4,643,663, Mr. Hollister - $1,857,593,
Mr. Tolany - $1,393,356, and Mr. Kumar - $928,797. For 2021: Mr. Johnson - $13,272,698, Mr. Hollister - $2,650,119,
Mr. Tolany - $2,298,332, and Mr. Kumar - $3,012,860.
Represents amounts earned under the 2022 Bonus Plan for services rendered in fiscal 2022 and the 2021 Bonus Planfor services rendered in fiscal 2021 although amounts were paid in the following year. No amounts were earned underthe 2023 Bonus Plan for fiscal 2023.
2023 Other Compensation for Messrs. Johnson, Hollister, Tolany and Kumar consists of Company-paid life insurance
premiums, disability premiums, and employer matching contributions into the Company’s 401(k) Plan, executive
physicals for Messrs. Johnson, Tolany and Kumar, and international travel bonuses and a charitable contribution
match for Mr. Kumar. 2022 Other Compensation for Messrs. Johnson, Hollister, Tolany and Kumar consists ofCompany-paid life insurance premiums, disability premiums, and employer matching contributions into the Company’s
401(k) Plan, executive physicals for Messrs. Johnson, Hollister and Tolany, and a charitable contribution match for
Mr. Kumar. 2021 Other Compensation for Messrs. Johnson, Hollister, Tolany and Kumar consists of Company-paid life
insurance premiums, disability premiums, and employer matching contributions into the Company’s 401(k) Plan, andexecutive physicals for Messrs. Johnson, Hollister and Kumar.
Amount shown reflects the two different base salary rates paid to Mr. Johnson in fiscal 2021 due to his promotion to
President in April 2021.

34

COMPENSATION DISCUSSION AND ANALYSIS

(6)
(7)

(8)

Amount shown reflects the two different base salary rates paid to Messrs. Hollister, Tolany, and Kumar in fiscal 2022
due to market based salary increases provided on April 1, 2022.
Amount shown reflects the different base salary rates paid to Messrs. Johnson, Hollister, and Kumar in fiscal 2023 due
to market based salary increases provided on April 2,2023 and a 2023 reduction in base salary rates for the same plus
Messr.Tolany effective from August 1 to December 30, 2023.
Mr. Hollister terminated his employment with Silicon Laboratories on February 2, 2024.

35

COMPENSATION DISCUSSION AND ANALYSIS

Grants of Plan-Based Awards
The following table contains information concerning all equity and non-equity plan-based awards granted during
fiscal 2023 to our Named Executive Officers. All equity plan-based awards were granted under our 2009 Stock
Incentive Plan, as amended and restated on April 22, 2021, and all non-equity plan-based awards were granted
under our 2023 Bonus Plan.

Grants of Plan-based Awards Table for Fiscal 2023
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
($)
Names

Grant Date Threshold

R. Matthew Johnson

5/15/2023
John Hollister

Target Maximum

Grant
Date
Fair
Value
of StockAwardsUnits(3)(#)

Awards(4)
($)

—

—

—

—

—

—

—

—

—

—

—

1 21,976

43,952— 4,141,377
15,992 2,180,029

—

—

—

—

—

—

—

—

67,013 446,750

670,125

—

—

—

—

—

2/15/2023

—

—

—

1

7,535

15,0705/15/2023

—

—

—

—

—

—

6,397

872,039

62,100 414,000

621,000

—

—

—

—

—

Brandon Tolany— 1,419,971

2/15/2023

—

—

—

1

9,105

18,2105/15/2023

—

—

—

—

—

—

4,798

654,063

43,313 288,750

433,125

—

—

—

—

—

Sandeep Kumar

(2)
(3)
(4)

Target Maximum Threshold

132,454 883,025 1,324,537

2/15/2023(1)

Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)(#)

All Other
StockAwards:Number of
Shares ofStock or— 1,715,837

2/15/2023

—

—

—

1

3,140

6,280

—

591,733

5/15/2023

—

—

—

—

—

—

3,199

436,088

Amounts shown represent amounts that were available under the 2023 Bonus Plan. Actual bonuses received underthe 2023 Bonus Plan by the executive officers are reported in the Summary Compensation Table under the column
entitled “Non-Equity Incentive Plan Compensation.”
Represents PSUs.
Represents RSUs.
Includes grant date fair value of equity awards. A discussion of the assumptions underlying the calculation under ASC
Topic 718 is found under Note 15, Stock-Based Compensation in our Form 10-K for the fiscal year ended
December 30, 2023.

36

COMPENSATION DISCUSSION AND ANALYSIS

Outstanding Equity Awards at Fiscal Year-End
The following table shows all holdings of unexercised stock options and unvested RSU and PSU awards for eachof our Named Executive Officers as of December 30, 2023

Outstanding Equity Awards at Fiscal 2023 Year-End Table
Option Awards

Stock Awards
Equity Incentive Plan Awards:

Number of Securities
Underlying Unexercised
Options (#)
Name
R. Matthew
JohnsonJohn
HollisterBrandonTolanyGrant Date Exercisable

OptionExercise
Price
Unexercisable($)

Number of
Shares orUnits of
Stock That
Have Not
OptionVestedExpiration
(#)
Date

Number ofMarketUnearned
Value of
Shares, Units
Shares orUnits That or Other Rights
That Have Not
Have Not
VestedVested(#)($)

Market or
Payout Valueof Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)

5/15/2021

—

—

—

—

2,926(1)5/15/2021

—

—

—

—

—

—

8,778(2)6/03/2021

—

—

—

—

—

—

3,686(3)487,547

12/22/2021

—

—

—

—

—

—

25,014(4)3,308,602

2/15/2022

—

—

—

—

—

—

14,424(5)1,907,862

5/15/2022

—

—

—

—

12,132(6)2/15/2023

—

—

—

—

—

5/15/2023

—

—

—

—

15,992(8)2,155,262——

5/15/2021

—

—

—

—

2,224(1)294,168——

387,022

1,604,700———
21,976(7)—1,161,066—
2,906,766

5/15/2021

—

—

—

—

—

—

6,671(2)882,373

6/03/2021

—

—

—

—

—

—

3,686(3)487,547

2/15/2022

—

—

—

—

—

—

5,770(5)763,198

5/15/2022

—

—

—

—

4,853(6)2/15/2023

—

—

—

—

—

5/15/2023

—

—

—

—

6,397(8)1/28/2016

18,270(9)

—

43.82

1/28/2026

5/15/2021

—

—

—

—

1,756(1)5/15/2021

—

—

—

—

—

—

5,267(2)696,666

6/03/2021

—

—

—

—

—

—

3,686(3)487,547

2/15/2022

—

—

—

—

—

—

4,328(5)572,465

5/15/2022

—

—

—

—

3,640(6)2/15/2023

—

—

—

—

—

5/15/2023

—

—

—

—

4,798(8)37—641,906——
7,535(7)—996,654

846,131

—

—

—

—

—

—

—

232,266

481,463—634,631—
9,105(7)——1,204,318—

COMPENSATION DISCUSSION AND ANALYSIS

Option Awards

Stock Awards
Equity Incentive Plan Awards:

Number of Securities
Underlying Unexercised
Options (#)
Name
Sandeep
Kumar

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

Grant Date Exercisable
5/15/2021—

OptionExercise
Price
Unexercisable
($)
—

—

—

Market or
Payout Valueof Unearned
Shares, Units
or Other Rights
That Have Not
Vested($)

Number ofMarketUnearned
Value of
Shares, Units
Shares orUnits That or Other Rights
That Have Not
Have Not
VestedVested(#)($)

Number of
Shares orUnits of
Stock That
Have Not
OptionVestedExpiration(#)
Date
1,405(1)

185,839——

5/15/2021

—

—

—

—

—

—

4,214(2)557,386

6/03/2021

—

—

—

—

—

—

7,371(3)974,962

2/15/2022

—

—

—

—

—

—

2,885(5)381,599

5/15/2022

—

—

—

—

2,427(6)2/15/2023

—

—

—

—

—

5/15/2023

—

—

—

—

3,199(8)321,019———

3,140(7)423,132—

415,328—

Assuming continued service, the Vesting Date is May 15, 2024.
Represents PSUs granted on May 15, 2021 and vesting on May 15, 2024. The final number of shares of common
stock to be earned and settled will be subject to the terms of applicable award agreements.
Represents PSUs granted on June 03, 2021 and vesting on May 15, 2024. The final number of shares of common
stock to be earned and settled will be subject to the terms of applicable award agreements.
Represents PSUs granted on December 22, 2021 and vesting on February 15, 2025. The final number of shares ofcommon stock to be earned and settled will be subject to the terms of applicable award agreements.
Represents PSUs granted on February 15, 2022 and vesting on February 15, 2025. The final number of shares ofcommon stock to be earned and settled will be subject to the terms of applicable award agreements.
Assuming continued service, the RSUs shall vest one-half on each of May 15, 2024 and May 15, 2025, respectively.
Represents PSUs granted on February 15, 2023 and vesting on February 15, 2026. The final number of shares ofcommon stock to be earned and settled will be subject to the terms of applicable award agreements.
Assuming continued service, the RSUs shall vest one-third on each of May 15, 2024, May 15, 2025 and May 15, 2026,
respectively.
Represents 18,270 Non-qualified stock options outstanding of the 72,940 options granted on January 28, 2016, theoptions associated with this grant were fully vested as of January 28, 2020.

Option Exercises and Stock Vested Table
The following table shows gains realized from the exercise of stock options and shares acquired upon the vestingof stock awards with respect to our Named Executive Officers during fiscal 2023.

Option Exercises and Stock Vested Table During Fiscal 2023
Option Awards

Stock Awards

Number of
Shares Acquired Value Realized on
on Exercise (#)
Exercise ($)

Number of
Shares Acquired
on Vesting (#)

Value Realized
on Vesting ($)

R. Matthew Johnson——

16,2202,449,024

John Hollister——11,8791,857,259

Brandon Tolany

—

—

9,282

1,453,132

Sandeep Kumar

—

—

7,184

1,129,604

38

COMPENSATION DISCUSSION AND ANALYSIS

Potential Payments Upon Termination or Change in Control
Consistent with practices within our industry, we also provide certain post-employment termination benefits. We
have implemented these programs in order to ensure we are able to continue to attract and retain top talent aswell as ensure that during the uncertainty associated with a potential change in control or succession plan, theexecutives remain focused on their responsibilities and ensure a maximum return for our stockholders.
Executive Agreements. We have entered into a CEO Severance Agreement with Mr. Johnson and Executive
Severance Agreements with Messrs. Hollister, Tolany, and Kumar. The agreements provide for the following
potential payments and benefits upon a Change in Control Termination (as defined in the agreements): (a) 100%of annual base salary (200% in the case of the CEO), (b) 100% of target variable compensation for a full fiscal
year (200% in the case of the CEO), (c) any actual earned bonus, commission or other short term cash incentive
compensation for the fiscal year preceding the Change in Control Termination to the extent such amount has notalready been paid (d) a pro-rated portion of target variable compensation for the full fiscal year in which the
Change in Control Termination occurs, (e) stock options, restricted stock, and restricted stock units shall become
fully vested, (f) market stock units and performance stock units shall be vested at the greater of actual
performance or 100% of the target value and (g) a lump sum equal to the pre-tax cost of 12 months of continued
COBRA coverage (24 months in the case of the CEO). Change in Control Termination occurs if the executive
officer is demoted, relocated, or terminated other than for misconduct within the period beginning upon the earlierof our execution of a definitive agreement that results in a change in control or 90 days prior to a change in control
and ending 18 months following the change in control transaction. The agreements provide for any change incontrol payments subject to Section 280G of the Code to be equal to the greater of: (i) the aggregate parachute
payments reduced to the maximum amount that would not subject the executive to relevant excise taxes; or (ii) the
aggregate parachute payments, with the executive paying the relevant excise taxes and such other applicable
federal, state and local income and employment taxes. Under this “best after tax” provision, the NEO is solely
responsible for payment of excise taxes and other applicable federal, state, and local income and employment
taxes.
The agreements also provide for the following potential payments and benefits upon a Non-CIC Termination (asdefined in the agreements): (a) 100% of annual base salary, (b) 100% of target variable compensation for a full
fiscal year, (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal
year preceding the Non-CIC Termination to the extent such amount has not already been paid, (d) a pro-rated
portion of actual earned bonus for the full fiscal year in which the Non-CIC Termination occurs, (e) restricted stock
units that would have vested within 12 months following such termination shall become fully vested, and (f) a lumpsum equal to the pre-tax cost of 12 months of continued COBRA coverage.
Equity Compensation. At our 2009 annual stockholders’ meeting, our stockholders approved the 2009 Stock
Incentive Plan (the “2009 Plan”) and the 2009 Plan became effective immediately. On April 15, 2014, ourstockholders approved amendments of the 2009 Plan. The amendments updated the 2009 Plan to comply withchanges in local laws, authorized additional shares of common stock for future issuance, improved the Company’s
corporate governance and implemented other best practices. The 2009 Plan governs the equity awards granted to
our Named Executive Officers and other participants.
The Plan includes the following general change in control provisions, which may result in the accelerated vestingof outstanding stock options and stock awards:•

Automatic Acceleration of Awards if not Assumed: In the event that we experience a change in control,
the vesting of outstanding equity awards will automatically fully accelerate and any transfer restrictions orrepurchase rights will lapse, unless the awards are assumed or replaced by the successor company orotherwise continued in effect.

•

Discretionary Acceleration of Awards: Our Compensation Committee, as plan administrator of the Plans,
has the authority to accelerate the vesting of all outstanding equity awards at any time, including in theevent of a change in control of the Company, by means of a “hostile take-over” or otherwise, whether or
not those awards are assumed or replaced or otherwise continued in effect.
39

COMPENSATION DISCUSSION AND ANALYSIS•

Acceleration Upon Termination After a Change in Control: During a change in control, our Compensation
Committee may provide for the acceleration of vesting if a participant (including a Named Executive
Officer) is involuntarily terminated within a period of 18 months following a change in control. Pursuant tothis authority, the terms of the stock options and stock awards granted to the Named Executive Officers
and other participants under the Plans provide for such acceleration in vesting in the event of involuntarytermination within 18 months following a change in control. Involuntary Termination includes terminationby the successor company for reasons other than misconduct or resignation by the individual following amaterial reduction in duties, a material reduction in compensation, or involuntary relocation.

The following table depicts potential compensation arrangements with our NEOs as a result of a change in control
that subsequently results in involuntary termination. Such termination is assumed to occur on December 30, 2023,
the last business day of our fiscal 2023, and the amounts shown are based on each NEO’s target compensationfor 2023, without giving effect to the temporary reductions to base salary that were made during the year.

Name

Severance
Payment($)

TargetBonus
Payment(2)($)

Intrinsic
Value ofAccelerated
Equity(1)
($)

COBRA
Payment
($)

Total
($)

R. Matthew Johnson

1,378,000

1,791,400

13,878,827

62,474

17,110,701

John Hollister (3)450,000

450,000

4,911,979

46,931

5,858,910

Brandon Tolany

414,000

414,000

4,309,357

35,241

5,172,598

Sandeep Kumar

387,000

290,250

3,259,265

34,832

3,971,347

(1)
(2)
(3)

Value is based upon the closing selling price per share of our common stock on the NASDAQ Global Select Market on
the last trading day of fiscal 2023, which was $132.27, less (if applicable) the option exercise price payable per share.
Target bonus values have not been reduced even though the Compensation Committee made the decision to cancel
the 2023 bonus opportunity.
Mr. Hollister resigned as Senior Vice President and Chief Financial Officer effective February 2, 2024, and noseverance benefits or payments were made in connection with the resignation.

The following table depicts potential compensation arrangements with our NEOs as a result of a termination in
employment that is not covered by change in control. Such termination is assumed to occur on December 30,
2023, the last business day of our fiscal 2023, and the amounts shown are based on each NEO’s target
compensation for 2023, without giving effect to the temporary reductions to base salary that were made during theyear.

Severance
Payment($)

TargetBonus
Payment (4)($)

Pro-rata
Current Year
Bonus
Payment (1)($)

Intrinsic
Value ofAccelerated
Equity (2)
($)

COBRA
Payment
($)

Total
($)

R. Matthew Johnson

689,000

895,700

0

1,894,371

31,2373,510,308

John Hollister (3)450,000

450,000

0

897,055

46,931

1,843,986

Brandon Tolany

414,000

414,000

0684,497

35,241

1,547,738

Sandeep Kumar

387,000

290,2500487,283

34,832

1,199,365

Name

(1)

Pro-rata current year bonus payment calculation based upon 2023 full fiscal year as all Named Executive Officers
worked through the end of the fiscal year. Note that no bonus was paid in 2023 based upon business results.

40

COMPENSATION DISCUSSION AND ANALYSIS

(2)
(3)
(4)

Value is based upon the closing selling price per share of our common stock on the NASDAQ Global Select Market on
the last trading day of fiscal 2023, which was $132.27, less (if applicable) the option exercise price payable per share.
Mr. Hollister resigned as Senior Vice President and Chief Financial Officer effective February 2, 2024, and noseverance benefits or payments were made in connection with the resignation.
Target bonus values have not been reduced even though the Compensation Committee made the decision to cancel
the 2023 bonus opportunity.

CEO Pay Ratio
The CEO Pay Ratio analysis is a required disclosure enacted by the Securities and Exchange Commission(“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
A reasonable estimate was prepared of the ratio of our CEO’s annual total compensation for fiscal year 2023 to
the annual total compensation of our median employee for the same period. The 2023 calculation of all
employees’ compensation was determined in the same manner as the “Total Compensation” shown for our CEO
in the “Summary Compensation Table” with some adjustments necessary to report all amounts in US currency.
Pay elements included in the annual total compensation for our median employee may include all or some of thefollowing:•

Base salary including 13th month payments•

Bonus, including quarterly profit sharing, recruiting referral bonuses, and ad-hoc bonuses earned via
outstanding performance or for international travel•

Sales commissions•

Benefits, as provided to eligible roles in certain markets such as Company-paid life insurance premiums,
car allowances or reimbursement for Company-paid executive physicals•

Long term incentives including RSUs and Restricted Cash Awards (“RCAs”) as provided to eligible roles
in certain markets

Our calculations were prepared consistent with past years and based on our median employee as ofDecember 30, 2023.
We determined the compensation of our median employee by calculating the annual total compensation using theapplicable components above.
The annual total compensation for our CEO as represented in the Summary Compensation Table was $6,894,721
and the compensation of our median employee was $99,184. The resulting ratio is 69.5 to 1. The shift in ratio isrepresentative of the targeted growth of our employee population in certain countries outside of the United States.
This information is being provided in order to comply with the SEC’s disclosure rules. In calculating the pay ratio,
SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonableestimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may
not be comparable to that reported by other companies due to differences in industries, scope of international
operations, business models and scale, as well as the different estimates, assumptions, and methodologies
applied by other companies in calculating their respective pay ratios. Neither the Compensation Committee nor
management of the Company used the pay ratio measure in making compensation decisions.

41

COMPENSATION DISCUSSION AND ANALYSISPay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item402(v) of Regulation S-K, we are providing the following information about the relationship between executive
compensation actually paid and certain financial performance of the Company. The amounts reported in this table
are not additional amounts received by our chief executive officer and non-PEO NEOs in excess of the amounts
reported in the Summary Compensation Table (“SCT”). The “compensation actually paid” set forth in the tablebelow does not reflect amounts actually realized by our NEOs, and the Compensation Committee did not consider
the pay versus performance disclosure below when making compensation decisions for any of the years
presented. For further information concerning the Company’s variable pay-for-performance philosophy and how
the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation– Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent withthe fair value methodology used to account for share-based payments in our financial statements under generally
accepted accounting principles. Total shareholder return (“TSR”) has been calculated in a manner consistent with
Item 402(v) of Regulation S-K.

(a) Year(d) Average(e) Average
SCT Total Compensation(b) SCT (c) Compensation
for Actually Paid(f)
Total for Actually Paid to
non-CEO
to non-CEO Company
CEO (1)CEO (2)
NEOs (3)NEOs (4)
TSR (5)

FY2023$ 6,894,721

FY2022$(3,944,626) $2,284,928

(g)
Index
(h)
TSR (6) Net Income (7)(i) Adjusted
Revenue (8)$ (376,763)$113.52 $237.57 $ (34,516,000) $ 782,258,000$ 6,756,233$ 647,273 $2,411,000$ (874,461)$116.43 $142.26

FY2021 $17,016,409$21,049,328 $4,380,950$11,180,775$177.15 $218.45 $2,117,399,000$ 926,572,000$ 6,204,724$ 3,366,644 $2,273,365$ 1,487,824$109.29 $152.93$ 886,677,000

FY2020
(1)

(2)
(3)

(4)
(5)

(6)

(7)
(8)

$ 91,402,000 $1,024,106,000$ 12,531,000

G. Tyson Tuttle was CEO during FY2020 and FY2021, and R. Matthew Johnson became CEO in FY2022, effective
January 2, 2022. The dollar amounts reported in column (b) are the amounts of total compensation reported for the CEO foreach corresponding year in the “Total” column of the Summary Compensation Table.
The Compensation Actually Paid Schedule shown below sets forth the adjustments made to arrive at the “compensation
actually paid” to our Chief Executive Officer.
During FY2020, our non-CEO NEOs were John Hollister, Brandon Tolany, D. Mark Thompson, and R. Matthew Johnson.
During FY2021, our non-CEO NEOs were R. Matthew Johnson, John Hollister, Brandon Tolany, and Sandeep Kumar.
During FY2022 and FY2023, our non-CEO NEOs were John Hollister, Brandon Tolany, and Sandeep Kumar. The dollar
amounts reported in column (d) represent the average of the compensation reported for the NEOs for each corresponding
year in the “Total” column of the Summary Compensation Table.
The Compensation Actually Paid Schedule shown below sets forth the adjustments made to arrive at the average“compensation actually paid” to our non-CEO NEOs for FY2023.
Represents the Company’s common stock cumulative TSR on a fixed investment of $100 over the FY starting from themarket close on the last trading day of FY2019 through the end of each appliable year in the table, assuming reinvestmentof any dividends.
Represents the cumulative TSR of the PHLX Semiconductor Index, the Company’s peer group for this purpose, on a fixed
investment of $100 over the FY starting from the market close on the last trading day of FY2019 through the end of eachapplicable year in the table.
GAAP Net Income as reported under the Company’s Consolidated Statements of Income on Form 10-K of the applicable
year.
Refers to the GAAP Revenue as reported under the Company’s Consolidated Statements of Income on Form 10-K of theapplicable year. The amount shown for FY2021 included $205,712,000 to adjust for the revenue earned in the divested
infrastructure and automotive business of the Company through July 3, 2021 of that year, as more fully discussed under
Note 3, Discontinued Operations, in our Form 10-K for the most recently completed fiscal year. The amount shown for
FY2020 is the Company’s GAAP revenue as originally reported in Form 10-K for the year prior to the business divestiture.

42

COMPENSATION DISCUSSION AND ANALYSIS

List of Most Important Financial Performance Measures
The following table outlines what we believe to be our NEOs’ key performance measures, in no particular order.
These key performance measures are further described in Compensation Elements.

Key Performance Measures
Adjusted Revenue

Adjusted non-GAAP operating income margin

Revenue CAGR

DEI Goal Achievement

Compensation Actually Paid Schedule:

FY2023
Averagenon-CEOCEONEO

Summary Compensation table total for applicable year.

6,894,721 2,284,928

Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary
Compensation table for applicable year.

(6,321,406) (1,896,577)

Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested
as of applicable year end, determined as of applicable year end.

6,982,641 2,094,963

Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year
end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year
end.
(11,197,405) (2,613,088)
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined basedon change in ASC Topic 718 fair value from the prior year end to the vesting date.

248,457

198,143

Deduction of Awards granted in prior year that were forfeited in the applicable year, determined based on ASC
Topic 718 fair value as of prior year end.

(551,634)(445,133)(3,944,626)(376,763)

Compensation Actually Paid -43

COMPENSATION DISCUSSION AND ANALYSISPay Versus Performance Relationship Disclosures
The chart below provides a comparison between the compensation actually paid to our CEO and our averagecompensation actually paid to our other NEOs against the Company total shareholder return and the PHLX
Semiconductor Index total shareholder return. As demonstrated below, the trend in NEO compensation has largely
been aligned to the trend in TSR.

Compensation Actually Paid vs Company TSR and Index TSR

Compensation Actually Paid

$20,000,000$200$15,000,000$150$10,000,000$5,000,000

$100

$0
$50
-$5,000,000-$10,000,000
CEO
Avg non-CEO NEO
Company TSR
Index TSR

FY2020$3,366,644$1,487,824
$109
$153

FY2021$21,049,328$11,180,775
$177
$218

44

FY2022$647,273-$874,461
$116
$142

FY2023-$3,944,626-$376,763
$114
$238

$0

$100 Normalized Cumulative Growth$250$25,000,000

COMPENSATION DISCUSSION AND ANALYSISThe chart below illustrates the correlation between compensation actually paid to our CEO and averagecompensation actually paid to our other NEOs against the Company’s GAAP net income for FY2020, FY2021,
FY2022, and FY2023. Our 2021 net income was heavily influenced by our divestiture event.

Compensation Actually Paid vs Net Income$25,000,000$2,500,000,000$2,000,000,000$15,000,000$1,500,000,000$10,000,000$1,000,000,000$5,000,000$500,000,000$0$0-$5,000,000-$10,000,000
CEO
Avg non-CEO NEO
Net Income

FY2020$3,366,644$1,487,824$12,531,000

FY2021$21,049,328$11,180,775$2,117,399,00045

FY2022$647,273-$874,461$91,402,000

FY2023-$3,944,626-$376,763-$34,516,000-$500,000,000

Net Income

Compensation Actually Paid

$20,000,000

COMPENSATION DISCUSSION AND ANALYSISThe chart below illustrates the correlation between compensation actually paid to our CEO and averagecompensation actually paid to our other NEOs against the Company’s GAAP annual revenue for FY2020, FY2021,
FY2022, and FY2023. FY2021 actual compensation values were heavily influenced by our stock price increase
and our PSU overperformance, post our divestiture event. FY2022 actual compensation values were heavily
influenced by our prior MSU underperformance and related CAP deductions. FY2023 actual compensation values
were heavily influenced by our PSU underperformance and related CAP deductions.

Compensation Actually Paid vs Adjusted Revenue$25,000,000$1,200,000,000$1,000,000,000$15,000,000$800,000,000$10,000,000$600,000,000$5,000,000$400,000,000$0$200,000,000-$5,000,000-$10,000,000
CEO
Avg non-CEO NEO
Adjusted Revenue

FY2020$3,366,644$1,487,824$886,677,000

FY2021$21,049,328$11,180,775$926,572,00046

FY2022$647,273-$874,461$1,024,106,000

FY2023-$3,944,626-$376,763$782,258,000$0Adjusted Revenue

Compensation Actually Paid

$20,000,000

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Interlocks and Insider
Participation
None of our executive officers serves as a member of the Board of Directors or Compensation Committee of any
entity that has one or more of its executive officers serving as a member of our Board of Directors orCompensation Committee. No member of the Compensation Committee currently serves as one of our officers or
employees.

47

COMPENSATION DISCUSSION AND ANALYSIS

Equity Compensation Plan Information
The following table provides information on the Company’s shares of common stock as of December 30, 2023 that
may be issued under existing equity compensation plans.
A

Plan Category
Equity Compensation Plans Approved by
Stockholders(1)Number of Securities
to be Issued Upon
Exercise of Outstanding
Options and Rights(#)

1,163,918(2)Equity Compensation Plans Not Approvedby Stockholders
Total
(1)
(2)

(3)

(4)

B

C

Weighted Average
Exercise Price of
Outstanding Options($)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflectedin Column A)(#)

39.03(3)3,086,623(4)

—

—

—

1,163,918

39.03

3,086,623

Consists of our 2009 Stock Incentive Plan and our 2009 Employee Stock Purchase Plan.
Includes 1,069,648 shares of common stock subject to full value awards that vest over the holders’ period of continued
service and 94,270 shares of common stock issuable upon the exercise of stock options with a weighted averageremaining term of 2.1 years. Excludes purchase rights accruing under our 2009 Employee Stock Purchase Plan.
Under the 2009 Employee Stock Purchase Plan, each eligible employee may contribute up to 15% of his or her basesalary to purchase shares of our common stock at semi-annual intervals on the last U.S. business day of April andOctober each year at a purchase price per share equal to 85% of the lower of (i) the closing fair market value (FMV)
per share of our common stock on the employee’s entry date into the offering period in which that semi-annual
purchase date occurs and (ii) the closing fair market value (FMV) per share on the semi-annual purchase date.
Calculated without taking into account 1,069,648 shares of common stock subject to outstanding full value awards thatwill become issuable as those awards vest without any cash consideration for such shares, and excludes shares under
the Employee Stock Purchase Plan.
Consists of shares available for future issuance under our 2009 Stock Incentive Plan and our 2009 Employee Stock
Purchase Plan. As of December 30, 2023, an aggregate of 2,095,884 shares of our common stock were available forissuance in connection with future awards under our 2009 Stock Incentive Plan and 990,739 shares of our common
stock were available for issuance under our 2009 Employee Stock Purchase Plan.

48

NO INCORPORATION BY REFERENCE OF CERTAIN PORTIONS OF THIS PROXY STATEMENT

No Incorporation by Reference of Certain Portions of this
Proxy Statement
Notwithstanding anything to the contrary set forth in any of our filings made under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might incorporate information in this Proxy
Statement, neither the Audit Committee Report nor the Compensation Committee Report is to be incorporated byreference into any such filings as provided by SEC regulations. In addition, this Proxy Statement includes certain
website addresses intended to provide inactive, textual references only. The information on these websites shallnot be deemed part of this Proxy Statement.

Delinquent Section 16(a) Reports
The members of our Board of Directors, the executive officers and persons who hold more than 10% of ouroutstanding common stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange
Act of 1934 which require them to file reports with respect to their ownership of the common stock and theirtransactions in such common stock. Based upon (i) the copies of Section 16(a) reports which we received fromsuch persons for their fiscal 2023 transactions in the common stock and their common stock holdings and (ii) thewritten representations received from one or more of such persons, we believe that all reporting requirements
under Section 16(a) for such fiscal year were met in a timely manner by our directors, executive officers andgreater than 10% beneficial owners.

Annual Report
A copy of the Annual Report for fiscal 2023 has been mailed concurrently with this Proxy Statement to allstockholders entitled to notice of and to vote at the Annual Meeting. The Annual Report is not incorporated into this
Proxy Statement and is not considered proxy solicitation material.

Form 10-K
We filed an Annual Report on Form 10-K with the SEC on February 20, 2024. Stockholders may obtain a copy of
our Annual Report, without charge, by writing to our Corporate Secretary at our principal executive offices locatedat 400 West Cesar Chavez, Austin, Texas 78701.
THE BOARD OF DIRECTORS OF SILICON LABORATORIES INC.

Dated: March 6, 2024

49

Appendix I: Reconciliation of GAAP to Non-GAAP
Executive Compensation Financial Measures
The non-GAAP financial measurements provided herein do not replace the presentation of Silicon Labs’ GAAP
financial results. These non-GAAP measurements merely provide supplemental information to assist investors inanalyzing Silicon Labs’ financial position and results of operations in connection with executive compensation;
however, these measures are not in accordance with, or an alternative to, GAAP and may be different from
non-GAAP measures used by other companies or non-GAAP measures used in other contexts by Silicon Labs.
We are providing this information because it may enable investors to perform meaningful comparisons of operating
results, and more clearly highlight the results of core ongoing operations in connection with executive
compensation.

Unaudited Reconciliation of GAAP to Non-GAAP Executive Compensation Financial Measures(In thousands)
Non-GAAP
IncomeStatement
Items

Year Ended December 30, 2023
GAAP
GAAP Percent of
Measure Revenue

Revenues$782,258—

Operating Income(Loss)$ (24,154)

-3.1%

Stock
Intangible Termination
Non-GAAP
Compensation
Asset
Costs & Non-GAAP Percent of
Expense Amortization
Other
MeasureRevenue————$48,208$25,374$15,705$65,133

50—

TargetTarget Percent of
Measure Revenue$1,131,229

8.3% $ 245,593

—

21.7%

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