SEC Form DEF 14A filed by Lattice Semiconductor Corporation

March 20, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders and any adjournments, postponements, or other delays thereof (the “Annual Meeting”) of Lattice Semiconductor Corporation. For your convenience, we are holding this year’s Annual Meeting virtually.

If you plan to participate in the Annual Meeting, please see the instructions in the accompanying proxy statement (the “Proxy Statement”). Stockholders will be able to listen, vote and submit questions (subject to the question guidelines) from any remote location that has Internet connectivity. There will be no physical location for stockholders to attend the Annual Meeting. Stockholders may participate in the Annual Meeting only by logging in at https://meetnow.global/MTX4VM2.

The attached Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement describe the matters to be acted upon at the Annual Meeting. Included with the Proxy Statement is a copy of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “Annual Report”). We encourage you to read the Annual Report. It includes our audited financial statements and information about our operations, markets, and products.

It is important that your shares be represented and voted at the Annual Meeting whether or not you plan to attend. Therefore, we urge you to vote your shares as soon as possible as directed in the proxy materials you receive. A copy of the Proxy Statement and the Annual Report are available online at www.edocumentview.com/LSCC. Please vote in advance of the Annual Meeting by telephone, online or by signing, dating and returning a proxy card to ensure your representation at the Annual Meeting. Voting in advance of the Annual meeting does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

Sincerely,

Ford Tamer Chief Executive Officer

Notice of Annual

Meeting of Stockholders

May 2, 2025

1:00 p.m. Pacific Time

To Our Stockholders:

You may participate in the 2025 Annual Meeting of Stockholders and any adjournments, postponements, or other delays thereof (the “Annual Meeting”) of Lattice Semiconductor Corporation by logging in at https://meetnow.global/MTX4VM2. We are holding the Annual Meeting virtually.

If you plan to participate in the Annual Meeting, please see the instructions in the accompanying proxy statement (the “Proxy Statement”). Stockholders will be able to listen, vote, and submit questions (subject to the question guidelines, which are summarized in the section of the Proxy Statement titled “General Information About the Meeting – How Can I Participate in the Virtual Annual Meeting?”) from any remote location that has Internet connectivity. There will be no physical location for stockholders to attend the Annual Meeting.

MATTERS TO BE VOTED ON:

The foregoing items of business are described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

Only stockholders of record at the close of business on March 3, 2025, are entitled to notice of and to vote at the Annual Meeting. All stockholders are cordially invited to attend and participate in our Annual Meeting. Whether or not you plan to attend the Annual Meeting, to assure your representation at the Annual Meeting, please vote as soon as possible. We are making our proxy materials available to our stockholders over the Internet, and you may vote at the Annual Meeting by mail, by telephone or online. For specific voting instructions, please refer to the information provided in the Proxy Statement. A copy of the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ending December 28, 2024 (the “Annual Report”) are available online at www.edocumentview.com/LSCC. For specific instructions on how to vote your shares, please refer to the instructions in the proxy materials you receive in the mail and refer to the section of the Proxy Statement titled “How to Vote.”

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE MEETING

General

Our board of directors (the “Board” or the “Board of Directors”) is soliciting proxies to be used at the 2025 Annual Meeting of Stockholders and any adjournments, postponements or other delays thereof (the “Annual Meeting”) of Lattice Semiconductor Corporation (the “Company”), to be held at https://meetnow.global/MTX4VM2, on Friday, May 2, 2025, at 1:00 p.m. Pacific Time. On or about March 20, 2025, we will mail to our stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement (the “Proxy Statement”) and our 2024 Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “Annual Report”) via the Internet and vote online. The Notice also provides instructions on how you can request a paper copy of these documents, if you desire, and how you can enroll in e-delivery to receive future annual meeting materials electronically.

We are holding our Annual Meeting virtually.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is:

The Board of Directors recommends that stockholders vote “FOR” the election of Robin Abrams, Douglas Bettinger, Que Thanh Dallara, John Forsyth, Mark Jensen, James Lederer, D. Jeffrey Richardson, Elizabeth Schwarting, and Ford Tamer as directors of the Company. The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026. The Board of Directors recommends that stockholders vote “FOR” the approval, on an advisory basis, of the compensation of the Named Executive Officers.

Internet Availability of Proxy Materials

We are providing access to our proxy materials over the Internet. Accordingly, we are sending the Notice to our stockholders of record as of March 3, 2025 (the “Record Date”). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your future proxy materials by email will decrease the environmental footprint of delivering the proxy materials and save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

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Our proxy materials include this Proxy Statement and the Annual Report. If you requested a printed version of our proxy materials, these materials also include a proxy card for the Annual Meeting.

Who Can Vote

You are entitled to vote at the Annual Meeting if you held shares as of the Record Date. As of the Record Date, there were 137,614,370 shares of common stock outstanding. Each stockholder has one vote for each share of common stock owned as of the Record Date. The common stock does not have cumulative voting rights.

How to Vote

Stockholders may vote their shares online at the Annual Meeting, by mail, by telephone or online before the Annual Meeting. Stockholders who hold their shares through a bank, broker or other nominee should vote their shares in the manner prescribed by the bank, broker, or other nominee.

If you deliver a proxy card by mail or vote by telephone or online, the proxy holders will vote your shares in accordance with the instructions that you provide. If you do not specify how to vote your shares, the proxy holders will vote them (i) “FOR” each of the nominees for director named herein, (ii) “FOR” the ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026, (iii) “FOR” approval of, as an advisory vote, the compensation for the Named Executive Officers, and (iv) in accordance with the recommendations of our Board of Directors, or, if no recommendation is given, in the discretion of the proxy holders, on any other business at the Annual Meeting.

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How Are Votes Counted

We will appoint a tabulator and inspector of election at the Annual Meeting. The tabulator and inspector of election is typically a representative of our transfer agent. The tabulator and inspector of election will collect all proxies and ballots and tabulate the results.

Revoking Your Proxy

You may revoke your proxy at any time before the Annual Meeting by:

Vote Required for the Proposals

The votes required to approve the proposals to be considered at the Annual Meeting are as follows:

Proposal 1—Election of Directors. A nominee shall be elected to the Board of Directors if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election.

Pursuant to our Corporate Governance Policies, in connection with being nominated by the Board of Directors, each nominee for director has tendered an executed irrevocable conditional resignation. If any director fails to receive the requisite vote for the election of directors, then the Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance Committee”) shall consider the conditional resignation submitted by such director. The Nominating and Governance Committee shall recommend to the Board the action to be taken with respect to such conditional resignation, including acceptance or rejection. Within 90 days following certification of the stockholder vote, the Board of Directors will act with respect to such conditional resignation.

Proposal 2—Ratification of the appointment of our independent registered public accounting firm. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026, requires the affirmative vote of the holders of a majority of the voting power of our capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. You may vote “FOR,” “AGAINST,” or “ABSTAIN,” on the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026.

Proposal 3—Advisory Vote to Approve Named Executive Officers’ Compensation. Approval of the non-binding, advisory vote on the compensation of the Named Executive Officers requires the affirmative vote of the holders of a majority of the voting power of our capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. The Board of Directors will consider the outcome of the vote when making future decisions regarding the compensation of the Company’s named executive officers. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of the Named Executive Officers.

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Quorum; Abstentions; and Broker Non-Votes

The holders of majority of the voting power of the capital stock issued and outstanding on the Record Date and entitled to vote at the Annual Meeting, present online at the Annual Meeting or represented at the Annual Meeting by proxy, will constitute a quorum. A quorum must be present in order to hold the Annual Meeting and to conduct business. Your shares are counted as being present if you vote online at or before the Annual Meeting, by telephone, or by submitting a properly executed proxy card.

Abstentions are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists. Abstentions have no effect on Proposal 1, the election of directors. Because abstentions will be included in tabulations of shares entitled to vote on the subject matter for purposes of determining whether the other proposals have been approved, abstentions have the same effect as negative votes on Proposal 2, the ratification of the appointment of our independent registered public accounting firm, and on Proposal 3, the approval of the Named Executive Officers’ compensation.

If your broker holds your shares in its name (also known as “street name”), your broker is not permitted to vote your shares if it does not receive voting instructions from you on any matters that are not “routine” matters. Proposal 2, the ratification of the appointment of our independent registered public accounting firm is the only routine matter being presented at the Annual Meeting. Shares that are not permitted to be voted by your broker are called “broker non-votes.” Under the Delaware General Corporation Law, broker non-votes count as being present for purposes of determining whether a quorum of shares is present at a meeting but are not counted for purposes of determining the number of votes cast for or against a proposal. Broker non-votes will not affect the outcome of any matter being voted at the Annual Meeting, assuming that a quorum is obtained.

How Can I Participate in the Virtual Annual Meeting?

To participate in the Annual Meeting, visit https://meetnow.global/MTX4VM2 and enter your 16-digit control number as indicated. You can find your 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials. You will be able to log into the virtual meeting platform beginning at 12:45 p.m. Pacific Time on May 2, 2025. The Annual Meeting will begin promptly at 1:00 p.m. Pacific Time. We encourage you to log in and ensure you can hear streaming audio prior to the Annual Meeting start time.

The virtual meeting platform is supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting.

If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform, type your question into the “Ask a Question” field and click “Submit.” Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. We reserve the right to edit profanity or other inappropriate language in questions, and questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and, therefore, will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. In the event we are not able to address any questions appropriately related to the business of the Company due to time constraints, we will aim to address them at an upcoming financial results conference call.

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If you encounter any difficulties accessing the Annual Meeting during check-in, please call the technical support number that will be posted on the virtual meeting platform’s log-in page.

Internet Availability of Proxy Materials

In accordance with Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about March 20, 2025, we commenced mailing of the Notice to our stockholders (other than those who had previously requested electronic or paper delivery) containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report. The Notice sets forth instructions on how to vote over the Internet and also how to request paper copies if that is your preference.

This process is designed to provide stockholders with easy access to our proxy materials, while reducing the printing, distribution, and environmental costs of the proxy process. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice.

Eliminating Duplicative Proxy Materials

To reduce the expense of delivering duplicate voting materials to our stockholders who may hold shares of Company common stock in more than one stock account, we are delivering only one set of our proxy materials to certain stockholders, as of the Record Date, who share an address, unless otherwise requested. A separate proxy card is included in the voting materials (either electronically or by mail, as applicable) for each of these stockholders.

We will promptly deliver, upon written or oral request, a separate copy of the Annual Report or this Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered. To obtain an additional copy, you may write us at Lattice Semiconductor Corporation, 5555 NE Moore Court, Hillsboro, Oregon 97124, Attn: Investor Relations, or contact our Investor Relations department by telephone at (408) 626-6120.

Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may contact us at the address or telephone number specified above to request that only a single copy of these materials be delivered to your address in the future. Stockholders sharing a single address may revoke their consent to receive a single copy of our proxy materials in the future at any time by contacting our distribution agent, Computershare, either by calling toll-free at 1-800-564-6253, or by writing to Computershare, at https://www-us.computershare.com/Investor/#Contact/Enquiry. It is our understanding that Computershare will remove such stockholder from the householding program within 30 days of receipt of such written notice, after which we will promptly deliver a separate copy of our proxy materials to each such stockholder.

Incorporation by Reference

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of the Company with the SEC, the sections of this Proxy Statement entitled “Report of the Audit Committee of the Board of Directors” and “Compensation Discussion and Analysis” shall not be deemed to be so incorporated (to the extent permitted by the rules of the SEC), unless specifically provided otherwise in such filing.

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Stockholder List

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at https://meetnow.global/MTX4VM2 during the Annual Meeting.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

At the recommendation of the Nominating and Governance Committee of the Board of Directors, the Company will be nominating nine directors at the Annual Meeting for one-year terms ending in 2026. Your shares will be voted as you specify when providing your proxy. If you do not specify how you want your shares voted when you provide your proxy, we will vote your shares for the election of the nine nominees listed below. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for the nominee, we will vote your shares for that other person.

The Company’s goal is to assemble a Board that operates cohesively and works with management in a constructive way to deliver long-term value to our stockholders. We believe that the nominees set forth below possess valuable experience to guide the Company in the best interests of our stockholders. The director nominees, all of whom are current directors of the Company, consist of individuals with proven records of professional success. They are collegial, independent in their thinking, and committed to the work necessary to be informed about our industry, the Company, and its key stakeholders. Most of our director nominees have broad technology sector experience, including expertise in semiconductor technology, innovation, and strategy. Several members of our Board are current or former chief executive officers, providing the Board with practical understanding of how large organizations operate, and resulting strategy and risk management.

The following briefly describes each of the individuals nominated for election at the Annual Meeting. In addition, a description of the specific experience, qualifications, attributes, and skills that led our Board of Directors to conclude that each of the nominees should serve as a director follows the biographical information of each nominee below. For further information regarding the specific skills and qualities of the director nominees, see the section entitled “Corporate Governance and Other Matters – Director Qualifications, Skills and Experiences.” There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation, was nominated, or serves as director. There are no family relationships among any of the nominees, our directors, or executive officers. There are no material proceedings to which nominees, directors, executive officers or 5% stockholders are adverse to the Company. There have been no legal proceedings involving the nominees, directors, or executive officers during the last ten years that the Company believes are material to such person’s integrity or ability to serve as an officer or director.

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Biographical Information

Robin Abrams, age 73, has served as a director of the Company since 2011. Ms. Abrams served as the Interim Chief Executive Officer of Zilog, Inc. from August 2006 to January 2007 and the Chief Executive Officer of Firefly Communications, Inc. from 2004 to 2006. In addition to leading several start-ups, Ms. Abrams also served as President and Chief Executive Officer of Palm Computing, Inc. Prior to Palm, she was President and Chief Executive Officer of VeriFone, a leading global debit/credit card authorization solutions provider. Ms. Abrams also held several key executive positions at Apple, including president of Apple Americas and managing director of Apple Asia. Previously, Ms. Abrams held senior product marketing positions at Norwest Bank (Wells Fargo) and Unisys. Ms. Abrams served on the board of directors of Sierra Wireless from 2009 to 2022 and HCL Technologies Ltd. from 2001 to 2024. Ms. Abrams currently serves on the board of directors of FactSet Research.

Ms. Abrams brings to the Company extensive executive management experience obtained at Fortune 500 companies, including experience in advanced technology and managing operations in both Asia and the United States. Additionally, Ms. Abrams contributes valuable governance experience based on her service on a number of public company boards.

Douglas Bettinger, 57, has served as a director of the Company since December 2022. Mr. Bettinger is Executive Vice President and Chief Financial Officer at Lam Research Corporation, a manufacturer and provider of wafer fabrication equipment and services to the semiconductor industry. In this role, he oversees Lam’s finance, tax, treasury, and investor relations organizations. Prior to joining Lam in 2013, Mr. Bettinger was the Senior Vice President and Chief Financial Officer of Avago Technologies Ltd. (currently Broadcom Inc.) and held a variety of executive finance positions with Xilinx, Inc., 24/7 Customer, and Intel Corp. Mr. Bettinger also sits on the Board of Industry Leaders of SEMI, an industry association focused on the semiconductor industry’s design, manufacturing and supply chain. He holds a Bachelor’s degree in economics from the University of Wisconsin in Madison, and an MBA degree in finance from the University of Michigan.

Mr. Bettinger brings to the Company more than 31 years of financial and operational experience in the semiconductor industry.

Que Thanh Dallara, 51, has served as a director of the Company since November 2023. Since May 2022, Ms. Dallara has been the Executive Vice President and Operating Unit President of the global Diabetes Operating Unit at Medtronic plc, a global leader in medical technology. Prior to joining Medtronic, from October 2018 to April 2022, Ms. Dallara was the President and Chief Executive Officer of Honeywell Connected Enterprise, Honeywell International, Inc.’s software business. From January 2017 to October 2019, Ms. Dallara was Senior Vice President and Chief Commercial Officer of Honeywell, leading its efforts in strategy, marketing, sales excellence, pricing, product innovation, including enterprise software, data analytics and IoT solutions. Prior to Honeywell, Ms. Dallara held various executive roles at TE Connectivity Ltd., Microsoft Corporation, McKinsey & Company, and Telstra Group Limited. Ms. Dallara earned an MBA from Institut Européen d’Administration des Affaires (INSEAD), a Bachelor of Science in applied mathematics, and a Bachelor of Commerce in finance from The University of New South Wales, Sydney, Australia.

Ms. Dallara brings to the Company over 20 years of general management and enterprise transformation experience in multiple industries globally.

John Forsyth, 51, has served as a director of the Company since November 2023. Since January 2021, Mr. Forsyth has been the Chief Executive Officer, President, and a member of the board of directors at Cirrus Logic, Inc., a leading supplier of low-power, high-precision mixed-signal processing solutions for mobile and consumer applications. Prior to assuming the role of CEO, Mr. Forsyth was

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instrumental in driving Cirrus Logic’s product strategy as President, Chief Strategy Officer from June 2018 to January 2021, and Vice President of Marketing from August 2014 to June 2018. Mr. Forsyth also served as Vice President of Audio Products at Wolfson Microelectronics, which was acquired by Cirrus Logic in 2014. Prior to joining Wolfson in 2012, Mr. Forsyth led product development and strategy in several technology companies, including serving as chief technical officer of the Symbian Foundation and as vice president of strategy at Symbian Software. Mr. Forsyth earned his undergraduate degree from the University of Glasgow.

Mr. Forsyth brings to the Company extensive management experience and knowledge of the semiconductor industry.

Mark Jensen, 74, has served as a director of the Company since June 2013. Mr. Jensen served as an executive of Deloitte & Touche LLP until his retirement in June 2012. He held a variety of positions, including U.S. Managing Partner-Audit and Enterprise Risk Services, Technology Industry and U.S. Managing Partner-Venture Capital Services Group. Prior to joining Deloitte & Touche LLP, Mr. Jensen was the Chief Financial Officer of Redleaf Group. Earlier in his career, Mr. Jensen was an executive at Arthur Andersen LLP and served as the Managing Partner of the firm’s Silicon Valley Office and leader of the firm’s Global Technology Industry Practice. Mr. Jensen has served on the board of directors of 23andMe Holding Co. since October 2024. Mr. Jensen served on the board of directors of a private firm, Exabeam, Inc., from 2022 to 2024, a cybersecurity company offering security analytics. Mr. Jensen served on the board of directors of Unwired Planet, Inc. (formerly Openwave Systems Inc.) from 2012 to 2015, Control4 Corporation from 2015 to 2019 and ForeScout Technologies, Inc. from 2013 to 2020.

Mr. Jensen brings to the Company business experience in a number of advanced technology industry segments and substantial financial expertise. Mr. Jensen has experience in executive management derived from his service as an executive officer, as the managing partner of a significant practice of a major accounting firm and service as a member of a public company board of directors.

James Lederer, 64, has served as a director of the Company since March 2018. Mr. Lederer is an executive with decades of experience leading a preeminent company in the semiconductor industry. He served as an Executive Vice President and Officer of Qualcomm Technologies, Inc., a leading wireless technology company, including the dual Chief Financial Officer & Chief Operating Officer roles for Qualcomm CDMA Technologies (QCT), its semiconductor division, from 2008 until his retirement in January 2014. Prior to that role, he served as Chief Financial Officer of the company’s largest segment and additionally held a variety of senior management positions at Qualcomm, Inc., including Senior Vice President, Finance and Business Operations. Prior to joining Qualcomm in 1997, Mr. Lederer held a number of management positions at Motorola, General Motors and Scott Aviation. Mr. Lederer currently serves on the board of directors of Entegris, Inc. He holds a B.S. degree in Business Administration and an M.B.A. from the State University of New York at Buffalo, where he also serves on the Dean’s Advisory Council for the School of Management.

Mr. Lederer brings to the Company broad management experience from the global semiconductor, mobile and wireless technology industries, including corporate finance, strategic planning, corporate development and worldwide operations.

D. Jeffrey Richardson, 60, has served as a director since December 2014 and as our Board chair since May 2018. Mr. Richardson joined LSI Corporation in 2005 and most recently served as Executive Vice President and Chief Operating Officer until the company’s acquisition by Avago Technologies in May 2014. He earlier served as executive vice president of various LSI divisions, including the Semiconductor Solutions Group, Networking and Storage Products Group, Custom Solutions Group and Corporate Planning and Strategy. Before joining LSI, Mr. Richardson held various management positions at Intel Corporation, including Vice President and General Manager of Intel’s Server Platforms

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Group, and the company’s Enterprise Platforms and Services Division. Mr. Richardson’s career also includes serving in technical roles at Altera Corporation, Chips and Technologies, and Amdahl Corporation. Mr. Richardson has served on the board of directors of Ambarella Corporation since March 2014, and Kulicke and Soffa Industries, Inc. since May 2020. Mr. Richardson also served on the board of directors of Volterra Corporation from 2011 to 2013 and Graphcore, Ltd from 2021 to 2024.

Mr. Richardson brings to the Company extensive management experience in the advanced technology company environment, including operations, marketing, engineering and strategic transactions.

Elizabeth Schwarting, 61, has served as a director of the Company since March 2023. From October 2015 to October 2024, Ms. Schwarting was the Principal Member of DBS Ventures, LLC. where she served as a consultant and advisor for various audiences relating to the automotive market, including automotive technology (with a special emphasis on ADAS, Automated Driving, Domain Controllers, and Power Electronics for Hybrid and Electric Systems), regulatory trends and business development. From 2009 to 2015, Ms. Schwarting served as Vice President of the Electronic Controls business unit for Delphi Corporation (now Aptiv PLC), an automotive parts company. As a member of the Executive Committee, she led a global team responsible for the Automotive ADAS and Safety Electronics product lines, the Body Electronics and Security product lines as well Power Electronics (for Hybrid and Electric Vehicles). From 1999 to 2009, Ms. Schwarting held several leadership positions at Delphi, including Vice President, Safety Systems, Global Director, Sales and Marketing, and General Motors Global Customer Director. Prior to joining Delphi, Ms. Schwarting held the position of General Manager and Vice President, Strategic Accounts for Eastman Kodak Company within the Consumer Imaging Division. Ms. Schwarting currently serves on the board of directors of Ambarella Corporation.

Ms. Schwarting brings to the Company extensive management experience and knowledge of the automotive industry, a key Company market segment, and governance experience from her service on another public company board.

Ford Tamer, 63, has served as director since joining the Company as President and Chief Executive Officer in September 2024. Prior to joining the Company, Dr. Tamer, served as a Senior Operating Partner of Francisco Partners, a private equity company, which he joined in September 2022. Prior to that, he served as the President and Chief Executive Officer and as a director of Inphi Corporation from February 2012 to April 2021, when it was acquired by Marvell Technology Inc. (“Marvell”). Prior to that, he served as Chief Executive Officer of Telegent Systems, Inc. from June 2010 until August 2011. Prior to joining Telegent, Dr. Tamer was a Partner at Khosla Ventures from September 2007 to April 2010. Dr. Tamer also served as Senior Vice President and General Manager — Infrastructure Networking Group at Broadcom Corporation from June 2002 to September 2007. He served as Chief Executive Officer of Agere Inc. from September 1998 until it was acquired by Lucent Technologies in April 2000, which Lucent then spun out as Agere Systems Inc. in March 2001. Dr. Tamer continued to serve as Vice President of Agere Systems until April 2002. Dr. Tamer served on the board of directors of Marvell from April 2021 until September 2024 and Groq Inc. from December 2021 to December 2024. Dr. Tamer currently serves on the board of directors of Teradyne and has announced he will step down from the Teradyne Board in May 2025. Dr. Tamer holds an M.S. degree and Ph.D. in engineering from Massachusetts Institute of Technology.

Dr. Tamer brings to the Company extensive industry and management experience spanning semiconductors, networking, and enterprise software.

Vote Required

A nominee shall be elected to the Board of Directors if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election.

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If any nominee fails to receive the requisite vote for the election of directors, then pursuant to our Corporate Governance Policies, the Nominating and Governance Committee shall consider the irrevocable conditional resignation submitted by such nominee. The Nominating and Governance Committee shall recommend to the Board the action to be taken with respect to such conditional resignation, including acceptance or rejection. Within 90 days following certification of the stockholder vote, the Board of Directors will act with respect to such conditional resignation.

Recommendation

The Board recommends that stockholders vote “FOR” each of the nine nominees presented herein.

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CORPORATE GOVERNANCE AND OTHER MATTERS

Our Board at a Glance

Our Board comprises a group of highly qualified leaders who bring unique but complementary perspectives to the Company. Through our continuous succession planning process, we seek to maintain a Board with a variety of relevant skills, experiences, and backgrounds, as well as a balanced mix of tenures. Our directors have significant and wide-ranging management experience in areas such as strategy, finance, public company financial reporting, compliance, risk management, and leadership development. Many of our directors also have public company experience serving in senior leadership positions such as chief executive officer, chief operating officer, chief financial officer, or on boards of directors and board committees, and as a result have a deep understanding of corporate governance practices, including risk and management oversight. Additionally, we strive to include directors with experience in our end-user markets and industry.

Director Independence

The Board of Directors has determined that each of our directors and director nominees, except for Mr. Tamer, our President and Chief Executive Officer, is independent within the meaning of the applicable rules and regulations of the SEC and Nasdaq. Furthermore, the Board of Directors has determined that each of the members of each of the committees of the Board of Directors is “independent” under the applicable rules and regulations of the SEC and Nasdaq.

In considering the independence of Mr. Richardson and Mr. Bettinger, it was noted that Mr. Richardson is a director of Kulicke and Soffa Industries, Inc. and Mr. Bettinger is Executive Vice President and Chief Financial Officer at Lam Research Corporation, with each of which the Company has an indirect commercial relationship. During fiscal 2024, the Company’s transactions through distribution channels with each of Kulicke and Soffa Industries, Inc. and Lam Research Corporation were in the ordinary course of business and, given the relative sizes of the businesses of Lattice and each of Kulicke and Soffa Industries, Inc. and Lam Research Corporation, it was determined that neither relationship was a “material interest” under applicable SEC and Nasdaq regulations, and were not of a nature that would impair either director’s independence.

Board Meetings and Committees

In fiscal 2024, the Board of Directors held a total of eight meetings. The independent directors meet regularly without the presence of management. Mr. Richardson, as Chair of the Board of Directors, leads the meetings of independent directors. Each of our current directors attended over 75% of the total number of meetings of the Board of Directors and over 75% of the total number of meetings of the committees of the Board of Directors on which such director served that were held during their tenure.

Our Board of Directors currently has three primary standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Each of these committees

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operates under a written charter adopted by the Board of Directors. Copies of each of the committee charters are available on our website, https://www.latticesemi.com, at “About Us—Investor Relations—Corporate Governance.”

Audit Committee

The Audit Committee oversees the accounting and financial reporting process and the external audit process of the Company and assists the Board of Directors in the oversight and monitoring of (i) the integrity of the financial statements of the Company, (ii) the internal accounting and financial controls of the Company, (iii) compliance with legal and regulatory requirements including the intersection with the Company’s ethics and compliance programs, and (iv) the qualifications, performance and independence of the Company’s independent registered public accounting firm and the Company’s internal audit function. In this capacity, the Audit Committee is responsible for appointing the independent registered public accounting firm and the audit engagement partner. In addition, the Audit Committee reviews and approves all work performed by the independent registered public accounting firm including the compensation for such services. The Audit Committee annually evaluates the qualifications, independence, and performance of the Company’s independent registered public accounting firm including the senior audit engagement team and determines whether to reengage the current accounting firm or consider other audit firms.

The Audit Committee meets regularly with management and with our independent registered public accounting firm, which has access to the Audit Committee without the presence of management representatives. The Audit Committee reviews and discusses with management and the independent auditors the Company’s disclosures included in the Company’s SEC filings related to environmental, social and governance matters. In addition, the Audit Committee oversees management’s enterprise risk management process, including the Company’s financial and tax risk exposure, and the Company’s cybersecurity policies, controls, procedures, and risk management program.

During fiscal 2024, the Audit Committee was composed of Mr. Jensen (chair), Ms. Abrams, Mr. Bettinger, and Mr. Lederer. The Audit Committee met eight times in fiscal 2024. Our Board of Directors has determined that each of the Audit Committee members meets the financial literacy requirements under applicable Nasdaq rules and that each of the Audit Committee members qualifies as an Audit Committee Financial Expert under applicable SEC rules and as “independent” under the applicable rules and regulations of the SEC and Nasdaq.

Compensation Committee

The Compensation Committee evaluates and, subject to obtaining the agreement of all the independent directors, approves our CEO’s compensation, approves the compensation of our other executive officers, and reviews succession planning for the CEO position. The Compensation Committee also administers our equity plans and handles other compensation matters. During fiscal 2024, the Compensation Committee was composed of Mr. Lederer (chair), Mr. Richardson, Ms. Skillern (member until May 3, 2024), Ms. Dallara, and Mr. Forsyth (beginning May 3, 2024). The Compensation Committee met nine times in fiscal 2024. Our Board of Directors has determined that each of the Compensation Committee members qualifies as “independent” under the applicable rules and regulations of the SEC and Nasdaq.

The Compensation Committee annually evaluates and, subject to obtaining the agreement of all the independent directors, approves the CEO’s and other executive officers’ compensation, including (i) the annual base salary, (ii) the annual variable compensation program, including the specific goals and target award amounts, (iii) equity compensation, (iv) any employment agreement, severance arrangement, or change in control agreement/provision, and (v) any other benefits, compensation, or

13

arrangements. The Compensation Committee reviews, approves, and recommends to the Board, corporate goals and objectives relevant to the compensation of the CEO, evaluates his or her performance in light thereof, and considers other factors related to the performance of the Company, including accomplishment of the Company’s long-term business and financial goals. The Compensation Committee consults with the CEO regarding executive officer compensation, including the specific goals established for the other executive officers in connection with the annual variable compensation program. The Compensation Committee is also responsible for monitoring and administering the Company’s Compensation Recovery (“Clawback”) Policy.

The Compensation Committee also reviews compensation and benefits plans affecting non-executive employees. We have determined our compensation policies and practices for our employees appropriately manage compensation-related risk and are not reasonably likely to present a material risk to the Company. The entire Board of Directors considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility. For further information on risk management see “Corporate Governance and Other Matters—Board Risk Oversight.”

The Compensation Committee has the authority to retain its own compensation consultants and outside legal, accounting and other advisers at the Company’s expense. Such consultants and advisers report directly to the Compensation Committee and the Compensation Committee has the authority to approve the fees payable to such advisers by the Company and other terms of retention. The Compensation Committee does not delegate its authority to such consultants or advisers. Since July 2020, the Compensation Committee has engaged the services of Semler Brossy Consulting Group, LLP (“Semler Brossy”), a compensation consulting firm, and has considered such firm’s input in evaluating compensation trends and best practices, identifying peer group companies and benchmarking compensation data and other aspects of administering the Company’s executive compensation program and equity compensation programs. Semler Brossy serves at the discretion of the Compensation Committee. There were no conflicts of interest between the Company and Semler Brossy or the Company’s legal counsel, Wilson Sonsini Goodrich & Rosati, P.C.

Nominating and Governance Committee

The Nominating and Governance Committee identifies qualified persons to be nominated as director candidates, recommends candidates for all vacant directorships to be filled by the Board of Directors or by the stockholders, reviews and evaluates the performance of the Board of Directors and each committee of the Board of Directors, makes recommendations to the Board of Directors for nominees to the committees of the Board of Directors, and oversees compliance with our corporate governance policies. Each quarter the Nominating and Governance Committee reviews with management the development and disclosure of the Company’s Corporate Stewardship and ESG practices and initiatives. The Nominating and Governance Committee coordinates the Board’s support of these activities with the Audit and Compensation Committees, and coordinates with management on the periodic presentation of these practices and initiatives to the Board. During fiscal 2024, the Nominating and Governance Committee was composed of Ms. Schwarting (Chair beginning February 2024), Ms. Abrams, Mr. Richardson, and Mr. Forsyth. The Nominating and Governance Committee met six times in fiscal 2024, and held numerous working sessions between meetings as part of the Company’s CEO search process. Our Board of Directors has determined that each of the Nominating and Governance Committee members qualifies as “independent” under the applicable rules and regulations of the SEC and Nasdaq.

The Nominating and Governance Committee believes that each of the Company’s directors should have certain minimum personal qualifications, including the following:

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The Nominating and Governance Committee develops recommendations for Board succession planning, including candidate searches and nominee recommendations, committee structure and composition, and provides input on the design of the Board itself. The Nominating and Governance Committee evaluates candidates for nomination on the basis of their individual qualifications, and also on the basis of how such individuals would provide valuable perspective or fill a need on the Board of Directors. Factors in such determination include:

The Nominating and Governance Committee believes that it is necessary for each of the Company’s directors to possess many qualities and skills. The Nominating and Governance Committee typically seeks individuals with extensive experience and who bring a broad range of competencies to the role. When searching for new candidates, the Nominating and Governance Committee considers the evolving needs of both the Company and the Board and searches for candidates that fill any current or anticipated future gap. The Board and the Nominating and Governance Committee believe that it is essential that the members of our Board of Directors represent diverse viewpoints, background, and experiences and considers or seeks candidates considering the communities, geographies, and demographics in which we operate. In addition, the Nominating and Governance Committee believes that Board member demographic diversity is important to assure that the Board is representative of our investors, our employees, and our communities. In considering candidates for the Board, the Nominating and Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing directors for re-election, an individual’s contributions to the Board of Directors are also considered. For further description of the current Board of Directors’ qualifications, skills and experiences, please see “Corporate Governance and Other Matters—Director Qualifications, Skills and Experiences.”

The Nominating and Governance Committee will consider candidates for our Board of Directors who have been suggested by its members, other members of the Board of Directors, our senior management, individuals personally known to members of our Board, and our stockholders.

From time to time, the Nominating and Governance Committee may solicit proposals for candidates from interested constituencies or may use paid third-party search firms to identify candidates. The Nominating and Governance Committee evaluates candidates in the same manner regardless of how such candidates are brought to the attention of the Nominating and Governance Committee.

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Compensation Committee Interlocks and Insider Participation

During fiscal 2024, no interlocking relationships existed between any member of the Board of Directors or Compensation Committee and any member of the board of directors or compensation committee of any other company.

Process for Stockholders to Recommend Candidates for Election to the Board of Directors

Stockholders who wish to submit names of candidates to our Board of Directors for consideration by the Nominating and Governance Committee should do so in writing, addressed to the Nominating and Governance Committee, c/o Secretary, Lattice Semiconductor Corporation, 5555 NE Moore Court, Hillsboro, Oregon 97124, and should include the following information:

Additional information may be requested by the Nominating and Governance Committee as appropriate.

In addition, our bylaws permit stockholders to nominate individuals to stand for election to our Board of Directors at an annual stockholders’ meeting. Stockholders wishing to submit nominations must notify us of their intent to do so on or before the date specified under “Stockholder Proposals—Other Stockholder Proposals and Director Nominations.” Such notice must include the information specified in our bylaws, a copy of which is available from our corporate secretary upon written request or can be found filed as an exhibit to our Annual Report, available at www.sec.gov, or on our website. In addition to the requirements in our bylaws, in order to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by the Exchange Act no later than 60 days prior to the anniversary date of the Annual Meeting.

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Annual Meeting Attendance

Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meetings of stockholders, directors are encouraged to attend. Nine directors attended the 2024 Annual Meeting of Stockholders.

Board Evaluation

The Company is committed to providing transparency regarding our Board and committee evaluation process. The Nominating and Governance Committee Chair leads the Board’s self-evaluation process, which may vary year to year but generally requires each director to complete a comprehensive evaluation of the performance and effectiveness of the Board as a whole and each committee on which the director serves, and to provide peer-to-peer feedback for each member of the Board of Directors. The feedback solicited includes: the effectiveness and performance of the Board and committees; Board and committee composition and refreshment; timing, agenda, and content of Board and committee meetings; Board dynamics and function; peer reviews of other members; access to and performance of management; and Board and executive succession planning. The results of the directors’ evaluations, supplemented with third-party data, are consolidated and presented to the Nominating and Governance Committee along with areas for enhancement of Board practices. On the basis of the feedback provided during the annual Board and committee evaluation, the Board and each committee determine changes to Board and committee processes and procedures, as appropriate.

Stockholder Communication with the Board of Directors

Stockholders may communicate with the Board of Directors by writing to us c/o Secretary, Lattice Semiconductor Corporation, 5555 NE Moore Court, Hillsboro, Oregon 97124. Stockholders who would like their submission directed to a member of the Board of Directors may so specify, and the communication will be forwarded, as appropriate.

Stockholder Engagement

The Company maintains an active dialogue with its stockholders to ensure a diversity of perspectives is thoughtfully considered on issues including strategy, risk, succession planning, compensation practices, and a broad range of corporate stewardship matters. As part of its 2024 stockholder outreach, the Company engaged and held meetings with its institutional stockholders representing approximately 45% of shares outstanding to discuss a wide variety of topics. The Nominating and Governance Committee assesses potential updates to our corporate governance practices and policies based on this feedback. To communicate broadly with our stockholders, we also seek to transparently share information relevant to our stockholders through our Investor Relations website, our Annual Report, and this Proxy Statement.

Independent Chair and Board Leadership

The Board’s leadership structure consists of an independent chair (“Board Chair”). We separate the positions of Chief Executive Officer (“CEO”) and Board Chair in recognition of the differences between the two roles. The Board believes this structure provides independent Board leadership and engagement.

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Given that our Chair is an independent director, the Board does not feel the need for a separate “lead independent director,” as our independent Chair performs that function. The Board takes its independence seriously and reinforces this standard with eight of the nine director nominees being independent.

Board Risk Oversight

The Board oversees the Company’s enterprise risk management processes for assessing and managing enterprise-wide risk, with our Chief Executive Officer and other members of management having responsibility for day-to-day risk management activities and processes, and the committees of the Board being actively involved in overseeing components of our risk management process.

In carrying out this responsibility, the Board has delegated primary responsibility to the Audit Committee for oversight of management’s enterprise risk management process. Each quarter, the Audit Committee receives a risk update from management, comprised of a list of major risks faced by the Company and the status of actions intended to mitigate such risks. Throughout the year, and at least annually, the Board and the Audit Committee each review the steps management has taken to monitor and mitigate risks to the Company. The Audit Committee also routinely meets with various Company compliance personnel to obtain periodic assessment of compliance issues facing the Company. The Board or the Audit Committee also requests, when appropriate, that management conduct additional review of, or reporting on, select enterprise risks.

The Compensation Committee oversees risk management as it relates to our compensation policies and practices applicable to all employees. Additionally, the Compensation Committee oversees organizational risks, including leadership succession, talent capacity, capabilities, attraction, retention, and culture and regularly engages with outside advisors to benchmark best practices for compensation program design and effectiveness.

The Nominating and Governance Committee considers potential risks related to the effectiveness of the Board, including succession planning for the Board, committee structure and composition, our overall governance and Board structure and matters related to corporate stewardship and ESG issues.

Cybersecurity Risk Oversight

The Audit Committee requires the Company’s management to provide periodic reports regarding the Company’s cybersecurity risk management process. The Audit Committee reviews our cybersecurity program and cybersecurity risk management process quarterly, and our Board reviews our cybersecurity program annually. In order to respond to cybersecurity threats and cybersecurity incidents, the Company takes a proactive approach to cybersecurity risk management consisting of administrative, technical, and physical safeguards. Our cybersecurity risk management process is evaluated by internal and external cybersecurity experts, and the material results of those reviews are reported to senior management and the Board and Audit Committee as part of their oversight role. The Company uses enhanced firewalls, cybersecurity monitoring by third-parties, and provides mandatory cybersecurity training to all employees during the year. The Company maintains a zero trust cybersecurity architecture since 2021, and continues to enhance its cybersecurity infrastructure. The Company engages third-party cybersecurity subject matter experts as part of its continuing efforts to evaluate and enhance the effectiveness of its cybersecurity policies and processes. The Company also regularly updates its incident response plan and conducts cybersecurity incident tabletop and red team exercises. The Audit Committee regularly briefs the entire Board on these matters, and the Board also receives periodic briefings on cybersecurity threats in order to enhance our directors’ literacy on cyber issues.

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Corporate Stewardship Governance Structure

Environmental, Social, and Governance Highlights

Environmental

We believe that a commitment to environmental stewardship and sustainable natural resource consumption benefits us and our stakeholders. As the low power programmable leader in power efficient, long-lifespan programmable products, sustainability is a core guiding principle for our product innovation. Our products help customers achieve designs with lower energy consumption, less waste due to our product longevity, and more compact footprints. In furtherance of our environmental initiatives, we focus on product sustainability, operational excellence, and supply chain management. With innovative process technology and design, we seek to enhance sustainability through the products we provide to our customers. Additionally, we continue assessing climate risks and opportunities and broaden disclosures where applicable. As part of our environmental focus, among other things:

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Social

Across our global workforce we foster a collaborative, inclusive, and innovative work environment, and invest in giving back to our local communities. In furtherance of our social initiatives, we focus on our people, the communities in which we operate, and our corporate culture. We believe that good connections with our customers and our people lead to positive results for us. We work to do business consistent with our core values and seek to provide a workplace where each employee feels empowered to do so as well. We believe aspiring to better connections both in and out of the workplace has empowered us to better retain our employees and serve our communities. As part of our social focus, among other things:

Governance

We believe that we should govern ourselves in a way that encourages employees at every level to do it right, the first time. We pursue this commitment through focusing on our governance principles, ethical standards, continuous improvement, and by striving to be connected to industry practices and our stockholders. Through both formal governance practices and informal commitments to ethical culture, we believe we can operate a company that better serves its stakeholders. We hold our employees, officers, and Board members to the highest standards and expect accountable transparency and integrity in all we do. Our Board is committed to representing the interests of all our stakeholders and is held to a strict set of principles that align with governance best practices. In 2024, we continued our journey to embed corporate stewardship and ESG policies and practices into our strategic operations and risk management activities. We also engaged directly with investors, analysts, and customer stewardship teams on relevant topics. As part of our governance focus, among other things:

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Director Qualifications, Skills, and Experience

The Nominating and Governance Committee has determined that it is important for an effective Board to have directors with a balance of qualifications, skills, and experience. In addition to the periodic education provided to directors during meetings on topics identified by the Nominating and Governance Committee, all members of our Board have the opportunity to attend external director education programs to assist them in remaining current with best practices and developments in corporate governance, as well as enhance their skills relevant to the Company. The table below sets forth certain qualifications, skills, and experience of our non-employee director nominees.

Skills

Industry-related skills

FPGA Industry Experience

∎

∎

Semiconductor Technology/Ecosystem

∎

∎

∎

∎

∎

∎

∎

International Business Experience – Asia

∎

∎

∎

∎

∎

∎

∎

International Business Experience – Europe

∎

∎

∎

∎

∎

∎

Domestic Business Experience – North America

∎

∎

∎

∎

∎

∎

∎

∎

Customer Segments

Communications

∎

∎

∎

∎

∎

Data Centers/Cloud

∎

∎

∎

Industrial

∎

∎

∎

∎

∎

Consumer

∎

∎

∎

∎

∎

∎

∎

Automotive

∎

∎

∎

∎

Trends in Customers-Facing Technologies

Software

∎

∎

∎

∎

∎

∎

Edge Computing

∎

∎

∎

AI/ML/MLI

∎

∎

∎

∎

General Business Skills

Human Resource Management and Compensation

∎

∎

∎

∎

∎

∎

Product Development Management and Compensation

∎

∎

∎

∎

∎

∎

Sales & Distribution

∎

∎

∎

∎

∎

∎

Supply Chain & Manufacturing

∎

∎

∎

∎

∎

∎

IT/CIO/Cybersecurity

∎

∎

∎

∎

∎

∎

Investor/Banking

∎

∎

∎

∎

∎

Public Company Experience

∎

∎

∎

∎

∎

∎

∎

∎

Board and Committee Governance

∎

∎

∎

∎

∎

∎

∎

Financial Literacy

∎

∎

∎

∎

∎

∎

∎

∎

Mergers & Acquisitions/Organizational Change

∎

∎

∎

∎

∎

∎

∎

∎

Strategy Development

∎

∎

∎

∎

∎

∎

∎

Executive level responsibility for Company Growth (“recent enough”)

∎

∎

∎

∎

∎

∎

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Board Demographics

The Nominating and Governance Committee of the Board of Directors is committed to continuing to identify, recruit, and retain highly qualified directors and director candidates with diverse experiences, tenures, perspectives, and backgrounds to join and remain on our Board of Directors. The independent director nominees and their demographics for our 2025 Annual Meeting are the same as set forth in our 2024 Proxy Statement, provided their age and tenure have advanced one year. The graphics below summarize the age, tenure, independence, and gender of our director nominees as of the Annual Meeting date.

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DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth information concerning compensation of our non-employee directors for fiscal 2024.

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Narrative Discussion to Director Compensation Table

The Company compensates its non-employee directors with cash retainers and equity grants. The cash retainers are comprised of annual retainers for service on the Board of Directors and its standing committees. In 2024, non-employee directors received a cash retainer of $60,000 per year for service on the Board of Directors, the Board Chair received an additional annual retainer of $55,000, and the chairs of the Audit Committee, Compensation Committee, and Nominating and Governance Committee received additional annual retainers of $20,000, $15,000, and $10,000, respectively. Committee members received additional annual retainers of $10,000 for the Audit and Compensation Committees, and $5,000 for the Nominating and Governance Committee. Directors received an RSU award following the annual meeting of stockholders for a number of shares of common stock determined by dividing $190,000 by the fair market value of a share of the common stock on the grant date (“Annual RSU Grant”), which vests and become payable with respect to 100% of the RSUs on the first anniversary of the grant date, provided that the director continues to serve as a director on such dates. If a non-employee director’s initial appointment to the Board is on a date other than the date of the Annual Meeting of Stockholders, on the 30^th day following the date of that non-employee director’s appointment, he or she receives a prorated Annual RSU Grant equivalent to the Annual RSU Grant multiplied by a fraction with (i) the numerator equal to 12 minus the number of months completed since the Company’s last annual meeting of stockholders on the effective date of the non-employee director’s appointment, and (ii) the denominator equal to 12. In the event of a change in control, unvested RSUs and options held by our non-employee directors generally become vested and exercisable or payable in full effective immediately prior to the change in control. No non-employee director may be paid compensation for service as a non-employee director that, in the aggregate, exceeds $500,000 per fiscal year, increased to $750,000 for the fiscal year in which a non-employee director joins the Board of Directors as a non-employee director. Any equity awards or other compensation paid or provided to an individual for his or her services as an employee or consultant (other than as a non-employee director), will not count for purposes of these limits.

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PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has approved the appointment of Ernst & Young LLP (“EY”) to act as our independent registered public accounting firm for the fiscal year ending January 3, 2026. Although ratification is not legally required, we are asking stockholders to ratify the appointment of EY as our independent registered public accounting firm for our current fiscal year in the interest of good corporate governance.

Representatives of EY have been invited and are expected to attend the Annual Meeting, will be given the opportunity to make a statement if they wish to do so, and are expected to be available to respond to appropriate questions.

Audit and Related Fees

Under its charter, the Audit Committee reviews and preapproves all audit and permissible non-audit services performed by our independent registered public accounting firm. The Audit Committee reviewed and preapproved the proposed fees to be charged by EY for audit and permissible non-audit services and ratified any increase in fees resulting from an increase in the scope of work to be performed. In its review of non-audit services, the Audit Committee considered whether the provision of such services was compatible with maintaining the independence of EY. The following table sets forth the fees for professional audit services rendered by EY for the audit of the Company’s annual financial statements for fiscal years 2024 and 2023, and fees billed for other services rendered by EY during those periods.

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Preapproval of Audit and Non-Audit Services

The Audit Committee reviews and approves in advance all audit and non-audit services provided by the Company’s independent registered public accounting firm (or subsequently approves non-audit services in those circumstances where a subsequent approval is necessary and permissible). In this regard, the Audit Committee has the sole authority to approve the retention and termination of the independent registered public accounting firm, and to determine all audit and non-audit engagement fees and terms with the independent registered public accounting firm.

The Audit Committee appoints the independent registered public accounting firm annually. Before appointing EY as our independent registered public accounting firm for the fiscal year ending January 3, 2026, the Audit Committee carefully considered that firm’s qualifications and performance during fiscal 2024.

Vote Required

The proposal to ratify the appointment of EY requires the affirmative vote of the holders of a majority of the voting power of our capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. If the appointment of EY is not ratified, the Audit Committee will take the vote under advisement in evaluating whether to retain EY.

Recommendation

The Board of Directors recommends that the stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026.

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PROPOSAL THREE

ADVISORY VOTE TO APPROVE,

ON A NON-BINDING, ADVISORY BASIS,

NAMED EXECUTIVE OFFICER COMPENSATION

We are asking stockholders to approve a non-binding advisory resolution on the Named Executive Officers’ compensation as disclosed in this Proxy Statement. As described below in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee believes that we should make our executive compensation arrangements and practices clear and transparent to stockholders. The Compensation Committee endeavors to align our executives’ interests with those of our stockholders, to attract, motivate and retain highly qualified executives, and to provide our executive team with additional compensation when they achieve superior financial results. The Compensation Committee and the Board of Directors believe that the compensation policies and procedures articulated in the “Compensation Discussion and Analysis” section of this Proxy Statement are effective in achieving our goals.

We urge stockholders to read the “Executive Compensation” section of this Proxy Statement including the “Compensation Discussion and Analysis” that discusses our Named Executive Officers’ compensation for fiscal 2024 in more detail, as well as the Summary Compensation Table and other related compensation tables, notes and narrative, which provide detailed information on the compensation of our Named Executive Officers.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following resolution at the Annual Meeting:

RESOLVED, that the stockholders of Lattice Semiconductor Corporation (the “Company”) approve, on a non-binding advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders.

Although this proposal, commonly referred to as a “say-on-pay” vote, is an advisory vote that will not be binding on the Board of Directors or the Compensation Committee, the Board of Directors and the Compensation Committee will consider the results of this advisory vote when making future decisions regarding our Named Executive Officer compensation programs. Stockholders have an opportunity to cast such an advisory vote annually, therefore, your next opportunity to do so will be at the 2026 Annual Meeting of Stockholders.

Vote Required

Advisory Vote to Approve Named Executive Officers Compensation. Approval of the non-binding, advisory vote on the compensation of the Named Executive Officers requires the affirmative vote of the holders of a majority of the voting power of our capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. The Board of Directors will consider the outcome of the vote when making future decisions regarding the compensation of the Named Executive Officers. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of the Named Executive Officers.

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Recommendation

The Board of Directors recommends that stockholders vote “FOR” the approval, on a non-binding, advisory basis of our Named Executive Officers’ compensation disclosed in this Proxy Statement.

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EXECUTIVE COMPENSATION

Leadership Transitions Driving the Next Phase of Growth

During 2024 and through the first quarter of 2025, the Company transitioned several key leadership positions resulting in a strengthened Executive Leadership Team. The new leadership team benefits from the knowledge and experience of those leaders that drove the Company’s strategic transformation during the past six years, while bringing new leaders with extensive experience developing and growing successful companies within the semiconductor industry. During this transition period, the Board of Directors and the Compensation Committee were determined to identify and attract additional talented leaders while retaining many of our exceptional leadership team members. To achieve these goals, the Board of Directors and Compensation Committee took certain special compensation actions in fiscal 2024, including the development of a new hire compensation package to attract our new CEO, and providing equity awards to our Named Executive Officers to enhance holding power. See Fiscal 2024 Executive Compensation Highlights for more information.

Effective June 3, 2024, James Anderson resigned as the Company’s President, Chief Executive Officer and Director, and the Company appointed Esam Elashmawi, Chief Marketing and Strategy Officer, as the Interim Chief Executive Officer, in addition to his existing position at the Company. Since joining the Company in 2018, Mr. Elashmawi has been instrumental in executing the strategies that have led to rapid product portfolio expansion and the launch of multiple new hardware and software solutions.

Following a rigorous and extensive search, the Board of Directors appointed Ford Tamer as our President, Chief Executive Officer, and Board member effective September 16, 2024. Mr. Tamer brings to the Company extensive industry experience and leadership spanning semiconductors, networking, and enterprise software. He is a dynamic and transformative CEO, with a proven track record of operational excellence and driving growth. Following Mr. Tamer’s appointment, Mr. Elashmawi continues to serve as our Senior Vice President, Chief Strategy and Marketing Officer, providing continuity and stability to the Company.

Effective October 10, 2024, Sherri Luther resigned as the Company’s Chief Financial Officer, and the Board of Directors appointed Tonya Stevens, Corporate Vice President, Corporate Controller, as Interim Chief Financial Officer, in addition to her existing position at the Company. During Ms. Stevens’ six years at the Company, she has driven initiatives that helped the Company optimize its operations and strengthen its financial foundation.

Effective February 10, 2025, the Company announced the appointment of Lorenzo Flores as Senior Vice President, Chief Financial Officer. Mr. Flores has more than 30 years of semiconductor and financial leadership experience driving all aspects of financial planning and operations, reporting, accounting, treasury, tax, mergers and acquisitions, government affairs, and investor relations, including as CFO of Intel Foundry, Xilinx, and UXComm. Concurrently with Mr. Flores’ appointment on February 10, 2025, Ms. Stevens was appointed as Corporate Vice President, Chief Accounting Officer, and continues to serve as the Company’s principal accounting officer.

Effective February 10, 2025, the Company also announced the retirement of Mark Nelson, Senior Vice President, Worldwide Sales, along with the promotion of Erhaan Shaikh to Senior Vice President, Worldwide Sales. Mr. Shaikh has more than 35 years of technology industry experience spanning sales, marketing, and engineering. Since joining Lattice in 2020, his leadership has transformed the company’s worldwide distribution and channel strategy, pricing policy, and customer supply management, and helped deepen the company’s customer and partner relationships. Before joining Lattice, Mr. Shaikh was Senior Vice President, Sales and Marketing at Fungible (acquired by Microsoft).

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Prior to that, he spent 15 years at Intel/Altera in several sales engineering, regional, and business unit executive leadership roles, in addition to previous roles at Synplicity, Xilinx, and Wyle Electronics.

The Board of Directors and the Compensation Committee are confident that the newly formed Executive Leadership Team has the necessary skills and experience to drive the Company’s next phase of growth.

Executive Officers

The following individuals currently serve as our executive officers⁽¹⁾:

Ford Tamer, 63, joined the Company in September 2024 and serves as the President and Chief Executive Officer, and as a member of the Board of Directors. Prior to joining the Company, Mr. Tamer held a broad range of senior leadership positions in the technology space, including serving as a Senior Operating Partner of Francisco Partners, a private equity company, from September 2022 to September 2024; President and CEO and as a director of Inphi Corporation from February 2012 to April 2021 (until it was acquired by Marvel Technology); CEO of Telegent Systems from June 2010 to August 2011; Partner at Khosla Ventures from September 2007 to April 2010; Senior Vice President and General Manager — Infrastructure Networking Group at Broadcom Corporation from June 2002 to September 2007; and CEO of Agere Inc. until it was acquired by Lucent Technologies and subsequently spun out as Agere Systems, after which he continued to serve as Vice President of Agere Systems.

Lorenzo Flores, 60, joined the Company in February 2025 and serves as Senior Vice President, Chief Financial Officer. Prior to joining the Company, Mr. Flores served as the Chief Financial Officer of Intel Foundry at Intel Corporation, which he joined in April 2024. Prior to that, he served as Vice Chairman of KIOXIA Holdings Corporation, a computer memory manufacturer, from November 2019 to March 2024. Prior to that, he served in several roles for Xilinx, Inc., a semiconductor design and development company, most recently as Chief Financial Officer from May 2016 to November 2019. He also held a variety of other roles at UXComm, Intel Corporation, and Cognizant Technology Solutions, amongst others, throughout his career. Since September 2021, Mr. Flores serves as a member of the board of directors of BlackRock Fixed Income Complex.

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Pravin Desale, 55, joined the Company in September 2023 and serves as Senior Vice President of Research and Development. Prior to joining the Company, Mr. Desale served as Senior Vice President of IoT Engineering at Semtech Technologies from January 2023 to September 2023. Prior to Semtech’s acquisition of Sierra Wireless, he was the Senior Vice President of Engineering at Sierra Wireless from November 2021 to January 2023, where he was responsible for all hardware and software development. Prior to his time at Semtech/Sierra Wireless, he held senior technical leadership roles at Veritas Technologies from June 2019 to October 2021, Seagate from May 2014 to June 2019, and LSI Corporation from March 2005 to May 2014.

Esam Elashmawi, 56, joined the Company in September 2018 and serves as Senior Vice President, Chief Strategy and Marketing Officer, and for a period in 2024 served as our Interim Chief Executive Officer before returning to his current position. Prior to joining the Company, Mr. Elashmawi served as Senior Vice President and General Manager at Microsemi Corporation. Mr. Elashmawi previously served as Vice President of Product Development at Actel Corporation, which Microsemi Corporation acquired in 2010. Earlier in his career, Mr. Elashmawi co-founded SiliconExpert Technologies, a component management software company, which was acquired by Arrow Electronics.

Tracy Feanny, 51, joined the Company in November 2021 and serves as Senior Vice President, General Counsel, and Secretary. Prior to joining the Company, Ms. Feanny held various positions at National Instruments Corporation from September 2012 to November 2021, including Vice President, Deputy General Counsel, and Assistant Secretary. Prior to her time at National Instruments, Ms. Feanny served in various positions at Amazon Web Services and Dell Technologies.

Erhaan Shaikh, 57, joined the Company in October 2020 and serves as Senior Vice President, Worldwide Sales. Prior to joining the Company, Mr. Shaikh served as the Senior Vice President, Sales & Marketing of Fungible, Inc. from May 2018 to October 2020. Prior to that Mr. Shaikh served at Intel Corporation as Vice President & General Manager of the Programable Solutions Group’s Auto, Military & Embedded Division. Mr. Shaikh also served in various leadership roles at Altera Corporation supporting Altera’s Infrastructure Division, Asia Pacific Sales Organization, and Field Applications Engineering Organization. Prior to joining Altera, Mr. Shaikh was the European Managing Director for Simplicity Inc., and a Sales Manager for Xilinx, Inc.

Tonya Stevens, 53, joined the Company in May 2019 and serves as Corporate Vice President, Chief Accounting Officer. Ms. Stevens served as Interim CFO from October 10, 2024 until February 9, 2025. While at the Company, Ms. Stevens has led key strategic transformations that helped the Company optimize its operations and strengthen its financial foundation. Prior to joining the Company, Ms. Stevens held finance leadership roles at a variety of companies, including Intel Corp. and PricewaterhouseCoopers LLP.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers, and includes persons who served in the following officer capacities as of the end of, or during, our fiscal year ending December 28, 2024 (“fiscal 2024”): Principal Executive Officer, Principal Financial Officer, and the next three most highly compensated executive officers. Our Named Executive Officers for fiscal 2024 were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal 2024. It also provides an overview of our executive compensation philosophy, core principles, and objectives. Finally, it analyzes how and why the Compensation Committee arrived at the specific compensation determinations for our Named Executive Officers for fiscal 2024, including the key factors that the Compensation Committee considered in deciding or making recommendations to our Board of Directors with respect to their compensation.

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Executive Summary

Who We Are

We develop technologies that we monetize through differentiated programmable logic semiconductor products, system solutions, design services and licenses. We are the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in growing communications, computing, industrial, automotive and consumer markets. Our technology, long-standing relationships, and commitment to world-class support enable our customers to create a smart, secure, and connected world.

Fiscal 2024 Business Highlights

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Fiscal 2024 Executive Compensation Highlights

As described above, the Company experienced a leadership transition beginning in 2024. As a result of this significant and impactful change in the executive leadership team, the Board of Directors and Compensation Committee took certain special compensation actions. These actions included developing a new hire compensation package for our new CEO, and approving equity award grants to our Named Executive Officers to support executive stability during the transition period and align compensation to our long-term growth strategies. The Board of Directors is confident that our current management team is the right group to position the Company for continued strong, sustainable growth. Details on these arrangements and programs can be found in this CD&A.

Consistent with our performance and compensation objectives, the Compensation Committee (and, in the case of our CEO, the independent members of our Board of Directors upon the recommendation of the Compensation Committee and advice of our independent compensation consultant) took the following actions relating to the compensation of our Named Executive Officers for fiscal 2024, summarized here and presented in detailed tabular format within this CD&A:

Annual Compensation Review

Additional Compensation Actions in Fiscal 2024

Compensation Related to the Appointment of Mr. Tamer as President and CEO.

Effective September 16, 2024, the Board of Directors appointed Mr. Tamer as our President and CEO. In determining the CEO new hire compensation to recommend to the Board of Directors, the Compensation Committee considered Mr. Tamer’s experience and expected contributions to the Company, the advice of its independent compensation consultant, market data, peer benchmarking, and other factors. The Board of Directors and Compensation Committee provided Mr. Tamer with a compensation package where 99% of Mr. Tamer’s total new-hire compensation is considered variable and at risk, with a substantial majority being performance-based. Further, Mr. Tamer’s new-hire compensation addressed both Mr. Tamer’s prorated fiscal 2024 and fiscal 2025 equity compensation. As such, it currently is expected that no additional equity awards will be granted to Mr. Tamer prior to 2026.

The key elements of Mr. Tamer’s prorated fiscal 2024 and fiscal 2025 compensation include base salary, participation in our Corporate Incentive Plan, long-term incentive awards in the form of restricted stock awards (“RSAs”) subject to time-based vesting and PRSUs, and a sign-on award in the form of time-based RSAs and PRSUs in part to recognize equity awards that Mr. Tamer forfeited from his prior employer, Francisco Partners, a private equity firm.

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Mr. Tamer’s CEO Base Salary and Cash Incentive Awards

Mr. Tamer’s annual base salary was set at $800,000, and under our Corporate Incentive Plan (“CIP”) he is eligible for an annual target bonus equal to 125% of his base salary. For fiscal 2024, the maximum bonus payout percentage was 200% of target and was prorated based on the number of days Mr. Tamer was employed as CEO during fiscal 2024. As previously stated, thresholds for our CIP were not met during fiscal 2024 and as a result, Mr. Tamer did not receive any payments under the CIP.

Mr. Tamer’s CEO Long-Term Incentive Compensation Awards for Fiscal 2024 and Fiscal 2025

All equity awards were granted on Mr. Tamer’s start date, with the number of shares of Company common stock subject to each award determined by dividing the dollar value of the applicable award by the 30-day trailing average of the Company’s common stock as of the start date, rounded down to the next whole share. All vesting is subject to Mr. Tamer’s continued service as CEO through the applicable vesting date.

For the portion of fiscal 2024 following Mr. Tamer’s appointment, Mr. Tamer received a RSA grant with a grant date fair value of $1,700,000, with 25% of the shares of restricted stock subject to the RSA scheduled to vest on the first anniversary of the start date and vesting thereafter at a rate of 6.25% per quarter. For that same period, Mr. Tamer received a grant of PRSUs with grant date fair value of $1,700,000, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. The PRSUs will be tested for vesting on the third anniversary of the start date and will have a multiplier provision up to 250% in the event of extraordinary performance.

For fiscal 2025, Mr. Tamer received a RSA with a grant date fair value of $5,000,000, with 25% of the shares of restricted stock subject to the RSA scheduled to vest on February 15, 2026 and vesting thereafter at a rate of 6.25% per quarter. For fiscal 2025, Mr. Tamer also received a grant of PRSUs with a grant date fair value of $5,000,000, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. These PRSUs will be tested for vesting on February 15, 2028, and will have a multiplier provision up to 250% in the event of extraordinary performance. It currently is expected that no additional equity awards will be granted to Mr. Tamer prior to 2026.

Mr. Tamer’s CEO Sign-On Award

Additionally, Mr. Tamer received sign-on awards in the form of PRSUs and RSAs with an aggregate target grant date fair value of $30,000,000 (“Sign-On Award”), to support driving the Company’s strategy, aligning with shareholder returns, and in part to recognize equity awards that Mr. Tamer forfeited from his prior employer, Francisco Partners, a private equity firm.

Approximately 33% of the Sign-On Award value, or $10,000,000, was granted as PRSUs with vesting tied to the Company’s year over year revenue growth (“Revenue Growth PRSU”). The Revenue Growth PRSUs are divided into four equal tranches and for each tranche, revenue growth will be measured by comparing organic revenue for that year to the revenue achieved in the prior year. At the

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time of the award, the first measuring period was fiscal 2025 as compared to fiscal 2024¹. The size of the revenue growth percentage determines the extent to which any tranche would be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche would occur 13-months following the annual measurement period for that tranche.

Approximately 33% of the Sign-On Award value, or $10,000,000, was granted as PRSUs with vesting tied to the Company’s stock price appreciation. The actual number of shares that become eligible to vest, if any, will be determined by the achievement of performance goals for percentage increase of the Company’s share price during a six-year performance period starting on the start date. The share price for the starting point of the performance period will be the simple average of the closing Company share price for the trailing 60 trading days up to and including the day prior to the start date. Share price increase goal achievement will be measured based on the simple average of the closing Company share price for the trailing 60 trading days up to and including the measurement date. The number of shares that become eligible to vest can range from 25% of the target number of shares (at a 25% share price increase) to 250% of the target number of shares (at a 200% share price increase). Assuming achievement of the applicable increased share price goal, (a) 50% of the shares achieved will vest on the third anniversary of the start date, (b) 75% of the shares achieved but not yet paid out will vest on the fourth anniversary of the start date, (c) 100% of the shares achieved but not yet paid out will vest on the fifth anniversary of the start date, and (d) 100% of any remaining shares achieved but not yet paid out will vest on the sixth anniversary of the start date.

Approximately 16.67%, or $5,000,000, of the Sign-On Award value was granted as a time-vesting RSA, with 25% of the shares of restricted stock subject to the RSA scheduled to vest on the first anniversary of the start date and vesting thereafter at a rate of 6.25% per quarter. Approximately 16.67%, or $5,000,000 of the Sign-On Award value was granted as PRSUs, with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index. The PRSUs will be tested for vesting on the third anniversary of the start date and will have a multiplier provision up to 250% in the event of extraordinary performance.

CEO New Hire Compensation Summary

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Changes to Mr. Elashmawi’s Compensation for his service as Interim CEO.

Following Mr. Elashmawi’s appointment as Interim CEO, Mr. Elashmawi’s annualized base salary was set at $650,000 and his CIP target bonus was set at 100% of his base salary, pro-rated for his period of service as our Interim CEO. Following Mr. Elashmawi’s return to his former position, in recognition of his continued contributions to the Company and to bring his compensation up to levels consistent with his experience and value to the Company, the Compensation Committee set his annualized base salary at $541,000. Mr. Elashmawi also received a retention RSU Award with a grant date fair value of $1,500,000, with one-third of these Retention RSUs vesting on January 1, 2025, and the remaining two-thirds vesting on January 1, 2026, as described in this CD&A. Following Mr. Tamer’s appointment, Ms. Luther’s departure, the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards that was conducted with the assistance of our independent compensation consultant, and to promote Executive Leadership stability, Mr. Elashmawi received an additional retention RSU with a grant date fair value of $1,200,000, with 50% of these Retention RSUs vesting on the anniversary of the grant date, and the remaining 50% vesting on the second anniversary of the grant date.

Changes to Ms. Stevens’ Compensation for her service as Interim CFO.

Following Ms. Stevens’ appointment as Interim CFO, she received a grant of RSUs with a grant date fair value of $1,500,000. The initial $500,000 has 50% of the shares vesting upon the first anniversary of the grant date and 50% of the shares vesting upon the second anniversary of the grant date; and the balance of $1,000,000 has 25% of the shares scheduled to vest on the first anniversary of the grant date and vesting thereafter at a rate of 6.25% per quarter. Ms. Stevens’ annualized base salary was set at $450,000 during her period of service as our Interim CFO and her CIP target bonus was set at 70% of her base salary, pro-rated for her period of service as our Interim CFO.

Performance and Transition Equity Awards

Revenue Growth PRSUs

The Compensation Committee, working with its independent consultant, made the decision in June 2024 to grant Revenue Growth PRSUs to certain executive officers. These PRSUs were designed to align executive incentives with revenue growth by granting awards that pay out at or above target amounts only if revenue growth of 10% or greater is achieved and revenue growth exceeds the market benchmark. In addition, the Compensation Committee desired to provide additional unvested holding power to the recipient executive officers.

The Revenue Growth PRSUs are divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the revenue achieved in the prior year. At the time of award, the first measuring period was fiscal 2025 as compared to fiscal 2024. The size of the revenue growth percentage determines the extent to which any tranche would be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche would occur 13-months following the annual measurement period for that tranche.

On February 28, 2025, the Compensation Committee modified the performance periods and vesting for the Revenue Growth PRSU Awards granted to the Company’s executive officers in 2024 and the beginning of 2025 to align the Revenue Growth PRSU Awards with the Company’s growth strategy under the Company’s new executive team. The modified Revenue PRSUs continue to be divided into

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four equal tranches and for each tranche, revenue growth will still be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period for the modified Revenue Growth PRSU awards will be fiscal 2026 as compared to fiscal 2025 and the last measurement period will be fiscal 2029 as compared to fiscal 2028. Measurement and vesting for each tranche will occur on the later of the filing date of the Company’s Form 10-K for the applicable measurement period, or the date the Gartner Non-Memory Semiconductor Revenue Growth benchmark is published. All other terms of the Revenue Growth PRSU Awards including the size of the awards and performance criteria remain the same.

The Compensation Committee believes that these long-term revenue stretch goals will drive Company growth objectives and long-term stockholder value. See Compensation Elements – Long Term Incentive Compensation in this CD&A for more information.

Transition RSUs

In fiscal 2024, after the departure of our former CEO, and again following the appointment of our new CEO, Ms. Luther’s departure, and the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards, the Compensation Committee approved RSU grants to motivate and retain members of our high-performing executive team during this critical transition period and to provide incentives aligned with the high expectations for our team. After completing a thorough market analysis of the retention holding power of these key executives’ existing equity awards with the assistance of the Committee’s independent compensation consultant, it was determined that such retention power was below market in the highly competitive industry in which we operate and considering our period of leadership transition. See Compensation Elements – Long Term Incentive Compensation in this CD&A for more information.

As discussed above, the Compensation Committee provided these leadership transition equity awards to incentivize members of the Executive Leadership Team to remain with the Company during this period of transition, promote stability and a smooth leadership transition.

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Compensation Program Design

Aligning Pay and Performance

Our executive compensation program is driven by our pay-for-performance philosophy. As a result, we structure a significant portion of our Named Executive Officers’ target total direct compensation with variable elements tied to our performance. In addition, we set challenging target and threshold performance goals under our variable compensation plans to ensure that compensation is earned based upon exceptional performance against pre-established financial, operational and strategic goals.

The following charts illustrate that a significant part of our Named Executive Officer’s (excluding our former CEO and former CFO) target total direct compensation for fiscal 2024 was “at-risk” variable compensation in the form of a target annual cash incentive opportunity, time-based RSAs, time-based RSUs, and PRSUs (totals in chart may not equal 100% due to rounding):

In the case of our CEO, Mr. Tamer, over 99% of his target total direct compensation for fiscal 2024 was “at-risk” variable compensation with his base salary and cash incentive compensation accounting for less than 1% of his target total direct compensation. In the case of our other Named Executive Officers (excluding our former CEO and former CFO), on average 96% of their target total direct compensation for fiscal 2024 was “at-risk” variable compensation. Mr. Elashmawi’s compensation is included in the All Other NEOs chart.

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Executive Compensation-Related Policies and Practices

We endeavor to align our executive compensation policies and practices with our governance standards. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related governance policies and practices that were in place in the fiscal year:

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Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2024 Annual Meeting of Stockholders, we held a non-binding, advisory vote on the compensation of our Named Executive Officers (a “Say-on-Pay” vote) and over 97% of the votes cast approved our Named Executive Officers’ compensation for fiscal 2023. Our Board of Directors and Compensation Committee consider the result of the Say-on-Pay vote in determining the compensation of our executive officers. Based on the strong level of support for our executive compensation program demonstrated by the result of last year’s Say-on-Pay vote, among other factors, the Board of Directors and the Compensation Committee determined to continue to focus on incentivizing the Named Executive Officers and paying for performance, along with an increased focus on attracting key talent and maintaining a strong Executive Leadership Team during this transition period.

The Board of Directors and the Compensation Committee will continue to consider the result of the Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future because we value the opinions of our stockholders.

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In addition, consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected most recently in the non-binding, advisory vote on the frequency of future Say-on-Pay votes held at our 2023 Annual Meeting of Stockholders, we continue to hold an annual Say-on-Pay vote.

Compensation Philosophy

Our executive compensation program is heavily weighted towards performance-based, variable, equity compensation to reinforce the following principles:

Consistent with these principles, we seek to directly link the cash-based variable compensation of our Named Executive Officers to our short-term or annual performance, while we align longer-term incentives, such as equity compensation, with the objective of enhancing stockholder value over the long term. We believe the use of equity compensation, including performance-based equity compensation, strongly links the interests of our Named Executive Officers to the interests of our stockholders.

In addition, we seek to align our total compensation packages with the competitive market (as represented by our compensation peer group) to ensure that we can continue to attract, motivate, and retain our senior executives who we believe are critical to our success. Keeping that in mind, we seek to accomplish our executive compensation goals while maintaining appropriate levels of internal pay equity, both between our CEO and our other senior executives, and between our senior executives and our non-executive employees, and by considering our organizational structure, our stage in the company’s life cycle, affordability, and the dilutive effect on our stockholders.

Compensation-Setting Process

Role of the Compensation Committee

Generally, the Compensation Committee discharges many of the responsibilities of our Board of Directors relating to the compensation of our executive officers. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers.

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The Compensation Committee makes recommendations to our independent members of the Board of Directors regarding the compensation of our CEO and determines the compensation for our other executive officers, including the other Named Executive Officers. The independent members of our Board of Directors make all final decisions regarding the compensation of our CEO.

In carrying out its responsibilities, the Compensation Committee evaluates whether our compensation policies and practices reflect our executive compensation philosophy; seeks to make decisions that further our philosophy and align with best compensation practices; and reviews the performance of our CEO and executive officers when making decisions and recommendations with respect to their compensation.

Each year, the Compensation Committee conducts an evaluation of our executive compensation program to determine if any changes are appropriate. The Compensation Committee also conducts an annual review of the compensation arrangements of our executive officers. The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at https://ir.latticesemi.com/static-files/0d3c6d89-2fd6-466c-92e9-356bddcc293a.

In making its determinations, the Compensation Committee engages an independent compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making final decisions and recommendations with respect to the compensation of our executives.

Setting Target Total Direct Compensation

The Compensation Committee, with the assistance of its independent compensation consultant, reviews the base salary levels, annual cash incentive opportunities, and long-term incentive compensation opportunities of our executive officers and all related performance criteria at the beginning of each year, in connection with new hiring, or more frequently as warranted.

The Compensation Committee does not establish a specific target for formulating the total direct compensation opportunities of our executive officers. In making its recommendations about the compensation of our CEO and its decisions about the compensation of our other executive officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following:

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These factors provide the framework for compensation decision-making and final decisions and recommendations regarding the compensation opportunity for our CEO and each executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and recommendations. In making its decisions and recommendations, which are subjective in nature, the members of the Compensation Committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, business judgment and knowledge of each executive officer’s role, responsibilities, knowledge, skills, experience, qualifications and tenure.

The Compensation Committee reviews available industry and peer group compensation information to assess our compensation levels and utilizes this information to make specific compensation decisions and recommendations with respect to our CEO and executive officers. In making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, and more broad-based compensation surveys to gain a general understanding of market compensation levels.

Role of Management

In discharging its responsibilities, the Compensation Committee works with members of our management team, including our CEO. Our management team assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as our CEO’s recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our other executive officers based on our CEO’s evaluation of their performance for the prior year.

The Compensation Committee reviews and discusses our CEO’s proposals and recommendations and considers them as one factor in determining and approving the compensation of our other executive officers. Our CEO also attends meetings of our Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

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For the 2024 Corporate Incentive Plan, the target annual incentive award for each of our Named Executive Officers was subject to a discretionary increase or decrease of up to 100% based on a general assessment of his or her individual contributions during the year. At the beginning of the year, our CEO meets with each of our other executive officers to review his or her performance for the prior year and to discuss expectations with respect to the performance of his or her respective business unit or function and such unit or function’s contributions to our overall results for the current year. These discussions form the basis for the evaluation of his or her performance at the end of the year with respect to his or her target annual cash incentive award. In the case of our CEO, these discussions are held with the independent members of our Board of Directors.

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

In fiscal 2024, the Compensation Committee engaged Semler Brossy, a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, and assist with the data analysis and selection of the compensation peer group.

During 2024, Semler Brossy attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services including the following:

The terms of Semler Brossy’s engagement included reporting directly to the Compensation Committee chair. Semler Brossy also coordinated with our management for data collection and job matching for our executive officers.

Additionally in 2024, Semler Brossy assisted the Board of Directors and Compensation Committee in determining the compensation for our current CEO, Ford Tamer. Semler Brossy also advised the Board of Directors and Compensation Committee in determining the compensation for Esam Elashmawi during his period of service as our Interim CEO, and for Tonya Stevens for her period of service as our Interim CFO. In fiscal 2024, Semler Brossy provided no other services to us.

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The Compensation Committee has evaluated its relationship with Semler Brossy to ensure that it believes that Semler Brossy is independent from management. This review process included a review of the services that Semler Brossy provided, the quality of those services and the fees associated with the services provided during fiscal 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Semler Brossy.

Competitive Positioning

The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies.

This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the Compensation Committee considers in making its decisions with respect to the compensation of our executive officers.

The compensation peer group that the Compensation Committee used to analyze the compensation of our executive officers and make its compensation decisions for fiscal 2024 was comprised of publicly traded technology companies who hire executive talent comparable to our executives.

The Compensation Committee reviews our compensation peer group at least annually and adjusts its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In August 2024, the Compensation Committee determined no modifications were needed to the compensation peer group approved in August 2023, which consisted of the following companies:

As part of its annual executive compensation review, the Compensation Committee used data gathered by Semler Brossy from the public filings of the companies in our compensation peer group, as well as data from special data cuts drawn from the Radford 2024 Global Technology Survey of companies that are similar to us in revenue, market capitalization and industry focus for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. This data permitted the Compensation Committee to evaluate the competitive market when formulating its recommendations for the total direct compensation package of our CEO and when determining the total direct compensation packages for our other executive officers, including base salary, target annual cash incentive awards and long-term incentive compensation.

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Compensation Elements

The principal elements of our fiscal 2024 executive compensation program for our Named Executive Officers, including the CEO, are set forth in the following table, each of which is described in more detail below. The Compensation Committee considers the factors described under “Compensation-Setting Process – Setting Target Total Direct Compensation” above to determine the form and amount of each element of compensation similarly for our Named Executive Officers.

The following table sets forth information regarding each individual compensation element, including a description of each element and a summary of the element’s key objectives.

Base Salary

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals.

Generally, we use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Generally, the Compensation Committee reviews the base salaries of our executive officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and considers making adjustments as it determines to be

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reasonable and necessary to reflect the scope of an individual’s experience, performance, individual contributions and responsibilities, position in the case of a promotion and market conditions.

In February 2024, the Compensation Committee reviewed the base salaries of our Named Executive Officers, excluding Mr. Tamer and Ms. Stevens, as she was not then an executive officer, taking into consideration a competitive market analysis prepared by Semler Brossy and the recommendations of the then CEO (except with respect to his own base salary), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. The Compensation Committee adjusted the base salaries of each of our other Named Executive Officers to better align their base salaries with the competitive market.

During fiscal 2024, the Board of Directors and Compensation Committee made further adjustments to the base salaries of Mr. Elashmawi, as a result of his appointment as our Interim CEO for a portion of fiscal 2024, and Ms. Stevens, as a result of her appointment as our Interim CFO for a portion of fiscal 2024.

In determining the CEO new hire compensation for Mr. Tamer beginning on September 16, 2024, the Board of Directors and Compensation Committee considered Mr. Tamer’s experience and expected contributions to the Company, the advice of its independent compensation consultant, peer benchmarking, and other factors. Following this review, the Compensation Committee recommended to the independent members of our Board of Directors his below-listed base salary for 2024, which was then approved by the independent members of our Board of Directors.

The base salaries of our Named Executive Officers for fiscal 2024 were as follows:

The actual base salaries paid to our Named Executive Officers in fiscal 2024 are set forth in the “2024 Summary Compensation Table” below.

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Annual Corporate Incentive Compensation

In fiscal 2024, we implemented an annual corporate incentive program in which all of our non-sales employees (including our Named Executive Officers) were eligible to participate to achieve our annual business goals. Although Mr. Nelson was our Senior Vice President, Worldwide Sales, he participated in our annual cash bonus program rather than our sales incentive plan in fiscal 2024. In November 2023, the Compensation Committee approved the 2024 Corporate Incentive Plan to provide incentives for these employees to meet or exceed the principal business objectives set forth in our fiscal 2024 annual operating plan. Under the 2024 Corporate Incentive Plan, annual incentive award payments were to be funded based on our level of achievement of pre-established corporate performance goals and then subject to adjustment for individual performance as described below.

Target Annual Incentive Awards

For purposes of the 2024 Corporate Incentive Plan, each Named Executive Officer’s target annual incentive award was to be based upon a specific percentage of his or her earned annual base salary.

Each Named Executive Officer’s target annual incentive award (as a percentage of his or her base salary) for fiscal 2024 was (i) 125% of earned base salary for our current CEO and (ii) 85% of earned base salary for each of our other Named Executive Officers, provided that: Mr. Elashmawi’s 2024 Corporate Incentive Plan opportunity was earned on a prorated basis at 100% for his period of service as our Interim CEO and 85% for his period of service solely as Chief Strategy and Marketing Officer during 2024; and Ms. Stevens’ 2024 Corporate Incentive Plan opportunity was set at 70%, prorated basis for her period of service as our Interim CFO starting October 11, 2024 and 50% for her period of service solely as Corporate Controller. Our former CEO’s target was set at 130% of his base salary.

Corporate Performance Objectives

Each Named Executive Officer was eligible to receive an annual incentive award payment under the 2024 Corporate Incentive Plan based upon his or her individual performance and the attainment of one or more corporate performance components that were established by the Compensation Committee, and which related to both financial and operational objectives.

In November 2023, the Compensation Committee selected three equally weighted performance components for the 2024 Corporate Incentive Plan: (i) non-GAAP operating income, (ii) revenue, and (iii) management objectives. The Compensation Committee believed these components were appropriate because, in its view, they continued to be the best indicators of successful execution of our annual operating plan and provided a strong emphasis on growth while managing expenses and strengthening our customer and employee relationships, which it believed would most directly influence the creation of sustainable long-term stockholder value.

For purposes of the 2024 Corporate Incentive Plan:

For a reconciliation of GAAP to non-GAAP results, see Appendix A “Non-GAAP Reconciliation” to this proxy statement.

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The Compensation Committee established threshold, target, and maximum achievement levels for each of the two financial performance components. To the extent that performance for either component was below the threshold performance level, there would be no payment with respect to that component. In addition, the potential payment for any such component was capped at the maximum performance level. Achievement levels and payment percentages for performance between the threshold and maximum performance levels were set forth in a matrix approved by the Compensation Committee. Payment for performance at points between those reflected in the matrix were to be calculated using straight-line interpolation.

The resulting performance levels for the two financial performance components were as follows:

Non-GAAP Operating Income

Revenue

The Compensation Committee also determined that the minimum threshold for either the non-GAAP operating income component or the revenue component must be attained for there to be any payout with respect to the management objectives component.

The management objectives component was based on the achievement of objectives related to (i) delivering fiscal gross margin above a pre-established target, including through average sales price expansion, (ii) expanding serviceable addressable market through successful execution of new product platforms, including the Lattice Avant^TM product platform, and the build-out of a new product pipeline, (iii) delivering new products on a fast cadence and delivering certain application specific solutions to customers, (iv) driving revenue growth above a specified level through the achievement of certain design wins goals, (v) achieving industry leading employee engagement and retention, (vi) implementing initiatives that increase productivity within the Company, and (vii) demonstrating continued progress on Company Corporate Stewardship and ESG initiatives. These management objectives were chosen in order to drive the expansion of gross margin to achieve our target business model, meet execution commitments on our new product platform, deliver additional solution value to our customers, drive new product adoption in order to achieve future revenue targets, help enhance employee engagement and development, and further our Corporate Stewardship and ESG initiatives.

Under the 2024 Corporate Incentive Plan, the maximum payout percentage for the non-GAAP operating income and revenue components was 200%, and the maximum payout percentage for the management objectives component was 200%. The total maximum payout under the 2024 Corporate Incentive Plan was 200%.

Individual Performance

In addition to our actual results as measured against the corporate performance objectives under the 2024 Corporate Incentive Plan, each Named Executive Officer’s, tentative annual incentive award payment was subject to a discretionary increase or decrease by up to 100% based on a general assessment of his or her individual contributions for the year. In the case of our CEO, this assessment is made by the independent members of our Board of Directors. In the case of each of our Named

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Executive Officers (other than our CEO), this assessment generally involved a review of his or her functional area for the year as well as consideration of his or her contributions to our overall financial and operational results.

Annual Incentive Award Payments

In February 2025, the Compensation Committee determined the annual incentive award payments for our Named Executive Officers for fiscal 2024. First, the Compensation Committee reviewed our performance with respect to each of the corporate performance components and determined the extent to which each objective was achieved for the year. Specifically, the Compensation Committee determined that our non-GAAP operating income for fiscal 2024 was approximately $128 million, our revenue for fiscal 2024 was approximately $509 million and, based on our achievement with respect to each of the pre-established management objectives for the year, our attainment level for the management objectives component was 57%.

Based on these results, the Compensation Committee then determined the percentage achievement of each performance component and the corresponding weighted payment level, as follows:

For fiscal 2024, the Compensation Committee determined that the minimum threshold was not met for Non-GAAP operating income and that the minimum threshold was not met for Revenue, and therefore, there was no payout to be made to our Named Executive Officers under the 2024 Corporate Incentive Plan. After the overall payment level for the corporate performance components under the 2024 Corporate Incentive Plan had been determined to be 0%, the Compensation Committee made no adjustments to the 2024 Corporate Incentive Plan payout for our Named Executive Officers.

The Compensation Committee recommended to the independent members of our Board of Directors the annual incentive award payment for our current CEO set forth in the following table, which was subsequently approved by the independent members of our Board of Directors in February 2025. The annual incentive award payments to our Named Executive Officers were as follows:

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As shown in the “2024 Summary Compensation Table” below, no annual incentive award payments were made to our Named Executive Officers for fiscal 2024.

Long-Term Incentive Compensation

We use long-term incentive compensation in the form of equity awards to incent and reward our Named Executive Officers to help drive long-term corporate performance based on the value of our common stock and, thereby, to align their interests with those of our stockholders. In fiscal 2024, these equity awards were granted in the form of PRSU awards and time-based RSU awards, and as part of our hiring of our new CEO, time-based RSAs. We believe that an appropriate mix of performance-based awards and time-based awards allow us to compete effectively in a highly competitive market and provide an appropriate long-term incentive for our Named Executive Officers.

Typically, we have granted equity awards to our executive officers as part of the Compensation Committee’s annual review of executive compensation or in connection with new hires or promotions. To date, the Compensation Committee has not applied a rigid formula in determining the size of these equity awards. Instead, the Compensation Committee determines the amount of each equity award after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own equity awards), the amount of equity compensation held by each executive officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above.

Annual Long-Term Incentive Compensation Review. In February 2024, our Board of Directors and Compensation Committee conducted its annual review of the long-term incentive compensation to our Named Executive Officers at that time. After taking into consideration a competitive market analysis prepared by Semler Brossy and the recommendations of our former CEO (except with respect to his own equity awards), as well as the factors described in the preceding paragraph, the Compensation Committee recommended the independent members of the Board of Directors grant equity awards to our former CEO, and granted equity awards to our Named Executive Officers, excluding Ms. Stevens, in the amounts set forth in the chart further below. Such equity grants included (1) a PRSU award with performance criteria based on our relative total stockholder return (“TSR”) in comparison to an index, and (2) an RSU award with time-based vesting requirements. The independent members of our Board of Directors subsequently approved the grant of the equity awards to our former CEO in February 2024.

Revenue Growth PRSUs. On June 26, 2024, the Compensation Committee, working with its independent consultant, made the decision to grant a performance-based RSUs to certain executive officers to provide incentive to accelerate the company’s top-line revenue growth annually and to provide additional unvested holding power to the recipient executive officers, who have been successful in delivering both significant performance improvements Company-wide along with significant improvements in shareholder value. On February 28, 2025, the Compensation Committee

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modified the Revenue Growth PRSU Awards granted to the Company’s executive officers in 2024 and the beginning of 2025 to align with the Company’s growth strategy under the Company’s new executive team. See Fiscal 2024 Executive Compensation Highlights – Additional Compensation Actions in Fiscal 2024 for more information.

Transition RSUs. On July 9, 2024, after the departure of our former CEO, and on December 17, 2024, after the hiring of our current CEO, Ms. Luther’s departure, and the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards, the Compensation Committee approved RSU grants to motivate and retain certain named executive officers during this critical transition period and to provide incentives aligned to the high expectations for our team. See Fiscal 2024 Executive Compensation Highlights – Additional Compensation Actions in Fiscal 2024 for more information.

CEO New-Hire Long-Term Incentive Compensation. On September 16, 2024, after a review of market and compensation peer group data, the independent members of our Board of Directors, upon the recommendations of the Compensation Committee and the recommendations of our independent compensation consultant, granted new-hire equity awards to Mr. Tamer in the amounts set forth in the chart below as an incentive to join the Company, to provide strong long-term incentive growth objectives, and in part to offset forfeited awards from his previous employer. Such new-hire equity grants included RSAs with time-based vesting and PRSUs with performance criteria. See Fiscal 2024 Executive Compensation Highlights – Additional Compensation Actions in Fiscal 2024 for more information.

The equity awards granted to our Named Executive Officers in fiscal 2024 were as follows:

PRSU Awards

TSR-Based Performance Based Restricted Stock Unit Awards

The TSR-Based PRSU awards granted to our Named Executive Officers in 2024 will vest on the third anniversary of the date of grant (or, in the case of certain TSR-Based PRSU awards granted to our

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new CEO, on February 15, 2028) based upon the total TSR of the Company relative to the Russell 3000 Index (the “Index”), an index that tracks the results of U.S. public companies and of which we are a constituent. The units granted will be tested for vesting on the third anniversary from the date of grant (or, in the case of certain TSR-Based PRSU awards granted to our new CEO, on the third anniversary of his start date) and will vest according to the following terms:

Previously Awarded Fiscal 2021 and 2023 TSR-Based PRSU Awards

Mr. Anderson, Mr. Elashmawi, Mr. Nelson, and Ms. Luther received TSR-Based PRSU awards in February 2021 as part of our annual equity grant program. Ms. Feanny received a TSR-Based PRSU on her hire date November 3, 2021, and Mr. Desale received a TSR-Based PRSU on his hire date September 11, 2023.

For Mr. Anderson, Mr. Elashmawi, Mr. Nelson, and Ms. Luther, the Fiscal 2021 TSR-Based PRSUs were eligible to vest based on our TSR relative to the Russell 2000 Index during a three-year performance period, as follows: none of the PRSUs were eligible to vest if our TSR is at or below the 25^th percentile, 100% of the target number of PRSUs were eligible to vest if our TSR is at the 55^th percentile, and 200% (or, in the case of Mr. Anderson, 250%) of the target number of PRSUs were eligible to vest if our TSR is at the 75^th percentile. The performance periods for the first and second tranches of each of these PRSU awards covered the second and third anniversaries of the award’s grant date, respectively.

For Ms. Feanny and Mr. Desale each of these PRSU awards was divided into three equal tranches, with each tranche eligible to vest based upon our TSR relative to the Russell 2000 for Ms. Feanny’s awards and the Russell 3000 for Mr. Desale’s awards during each performance period, as follows: none of the PRSUs were eligible to vest if our TSR is at or below the 25^th percentile, 100% of the target number of PRSUs were eligible to vest if our TSR is at the 55^th percentile, and 200% of the target number of PRSUs were eligible to vest if our TSR is at the 75^th percentile. The performance periods for the first and third tranches of each of these PRSU awards covered the first and third anniversaries of the award’s grant date, respectively.

In February 2024, the Compensation Committee Chair, pursuant to a delegation of authority by the Compensation Committee, determined the level of achievement with respect to the February 19, 2021

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PRSU awards granted to Mr. Anderson, Mr. Elashmawi, Mr. Nelson, and Ms. Luther. The Compensation Committee Chair determined that our TSR ranked above the 75^th percentile and, therefore, that the following percentage of the target number of PRSUs awarded had vested: (i) 250% for Mr. Anderson and (ii) 200% for Mr. Elashmawi, Mr. Nelson, and Ms. Luther.

In September 2024, the Compensation Committee Chair, pursuant to a delegation of authority by the Compensation Committee, determined the level of achievement with respect to the September 11, 2023 PRSU awards granted to Mr. Desale. The Compensation Committee Chair determined that our TSR ranked below the 25^th percentile and, therefore, that 0% of the target number of PRSUs covered by the first tranche of the awards had vested.

In November 2024, the Compensation Committee Chair, pursuant to a delegation of authority by the Compensation Committee, determined the level of achievement with respect to the November 3, 2021 PRSU awards granted to Ms. Feanny. The Compensation Committee Chair determined that our TSR ranked at the 51st percentile and, therefore, that 86% of the target number of PRSUs covered by the third tranche of the awards had vested.

2024 Revenue Growth PRSU

In June 2024, the Compensation Committee, working with its independent consultant, granted Revenue Growth PRSUs in the following amounts to: Ms. Luther, $8,100,000; Mr. Elashmawi, $7,500,000; Mr. Nelson, $7,500,000; Mr. Desale, $7,500,000; and Ms. Feanny, $6,000,000; and in September 2024, in connection with his hiring, the Board of Directors granted Revenue Growth PRSUs to: Mr. Tamer, $10,000,000. The Revenue Growth PRSUs were awarded to incentivize top-line revenue growth and enhance the holding power for each recipient executive officer. Each Revenue Growth PRSU is divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the highest revenue achieved in any prior year. On February 28, 2025, the Compensation Committee modified the performance periods and vesting of the Revenue Growth PRSU Awards granted to the Company’s executive officers in 2024 and 2025. The modified Revenue Growth PRSUs continue to be divided into four equal tranches and for each tranche, revenue growth will still be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period for the modified Revenue Growth PRSU awards will be fiscal 2026 as compared to fiscal 2025 and the last measurement period will be fiscal 2029 as compared to fiscal 2028. Measurement and vesting for each tranche will occur on the later of the filing date of the Company’s Form 10-K for the applicable measurement period, or the date the Gartner Non-Memory Semiconductor Revenue Growth benchmark is published. All other terms of the Revenue Growth PRSU Awards including the size of the awards and performance criteria remain the same. If there is inorganic revenue growth via an acquisition in a given year, such inorganic growth is excluded for both the first partial year and for the first full year, and is added following the second year. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest. This can range from 0% to 250%, with payment only possible with actual achievement of revenue growth that exceeds the Gartner Non-Memory Semiconductor Revenue Growth threshold. The

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Revenue Growth PRSUs can only fully vest over a five-year period from the initial grant date of the award, which is consistent with the principles the Compensation Committee desired in driving continued long-term revenue growth and maintaining sufficient unvested holding power to retain our executive officers in an increasingly competitive talent market. See 2024 Executive Compensation Highlights for more information.

Previously Awarded Fiscal 2021 and 2022 Revenue Growth PRSU Awards

In February 2021, Mr. Anderson, Mr. Elashmawi, Ms. Nelson, and Ms. Luther received a one-time, performance-based RSU. Determination and sizing of this award was based upon two guiding principles. As with the 2024 Revenue Growth PRSUs, these PRSUs were designed to align executive incentives with revenue growth by granting awards that pay out at or above target amounts if certain revenue growth targets are achieved. Each Revenue Growth PRSU was divided into four equal tranches and for each tranche, revenue growth is measured by comparing organic revenue for that year to the highest revenue achieved in any prior year, beginning with Fiscal 2020. If there is inorganic revenue growth via an acquisition in a given year, that revenue is not counted until the year following the first full year of revenue is achieved for that acquisition.

The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest. This can range from 0% to 200%, with payment at or above 100% only possible with actual achievement of revenue growth consistent with the revenue growth of 10% or greater. Eligibility for vesting of any tranche occurs on the 13-month anniversary following the annual measurement period for that tranche.

In February 2022, Ms. Feanny received a Revenue Growth PRSU Award divided in three equal tranches with the same terms and conditions as the 2021 Revenue PRSU Awards. For Ms. Feanny’s award, the first measurement period was fiscal 2022.

In February 2023, the Compensation Committee determined the level of achievement with respect to the fiscal 2022 measurement period for the 2021 Revenue PRSU Awards granted to Mr. Elashmawi, Mr. Nelson, Mr. Anderson, and Ms. Luther and the 2022 Revenue PRSU Awards granted to Ms. Feanny. The Compensation Committee Chair determined that fiscal 2022 revenue grew 26.9% year over year and therefore, that 200% of the target number of PRSUs covered by fiscal 2022 of the awards became eligible to vest on January 31, 2024, 13 months after the fiscal 2022 measurement period.

Stock Price Appreciation-Based PRSU

The Stock Price Appreciation-Based PRSU awards granted to our CEO in 2024 will vest based upon the Company’s stock price appreciation as measured using a simple average of the stock price over a trailing 60 trading day period. The actual number of shares that become eligible to vest, if any, will be determined by the achievement of performance goals for percentage increase of the Company’s share price during a six-year performance period starting on the start date. The share price for the starting point of the performance period will be the simple average of the closing Company share price for the

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trailing 60 trading days up to and including the day prior to Mr. Tamer’s start date. Share price increase goal achievement will be measured based on the simple average of the closing Company share price for the trailing 60 trading days up to and including the measurement date. The number of shares that become eligible to vest can range from 25% of the target number of shares (at a 25% share price increase) to 250% of the target number of shares (at a 200% share price increase). Assuming achievement of the applicable increased share price goal, (a) 50% of the shares achieved will vest on the third anniversary of the start date, (b) 75% of the shares achieved but not yet paid out will vest on the fourth anniversary of the start date, (c) 100% of the shares achieved but not yet paid out will vest on the fifth anniversary of the start date, and (d) 100% of any remaining shares achieved but not yet paid out will vest on the sixth anniversary of the start date.

Restricted Stock Unit Awards

Our standard time-based RSU awards vest over a four-year period, with 25% of the units subject to the awards vesting on the first anniversary of the date of grant and the remaining units vesting at the rate of 6.25% of the total number of units subject to the awards as of the end of each three-month period thereafter, contingent upon the recipient’s continued service with us through each applicable vesting date. Upon vesting, the RSU awards may be settled by issuing that number of shares of our common stock that equal the number of units that have vested.

In fiscal 2024, following the departure of the Chief Executive Officer, James Anderson, additional Transition RSU grants were made to motivate and retain members of our high-performing executive team during our critical transition period and to provide incentives aligned with our high expectations for our team. On July 9, 2024, the Compensation Committee, and in the case of our Mr. Elashmawi, then-Interim CEO, the Board of Directors, approved Transition RSU grants with grant date fair values of $1,500.000 to: Ms. Luther, Mr. Elashmawi, and Mr. Nelson each individually. One-third of these Transition RSUs vested on January 1, 2025, and the remaining two-thirds vest on January 1, 2026. Following the appointment of our new CEO, the departure of Ms. Luther, and the Compensation Committee’s market analysis of the retention holding power of our key executives’ existing equity awards, on December 17, 2024, the Compensation Committee approved Transition RSU grants with the following grant date fair values: Mr. Elashmawi, $1,200,000; Mr. Nelson, $1,000,000; Mr. Desale, $3,500,000; and Ms. Feanny, $2,000,000. 50% of these Transition RSUs vest on the first anniversary of the grant date, and the remaining 50% of these Transition RSUs vest on the second anniversary of the grant date.

Restricted Stock Awards

The time-based RSAs granted to our CEO in 2024 vest over a four-year period, with 25% of the shares subject to the awards vesting on the first anniversary of the start date or vesting on February 15, 2026, as applicable, and the remaining shares vesting at the rate of 6.25% of the total number of shares subject to the awards as of the end of each three-month period thereafter, contingent upon continued employment as our CEO through each applicable vesting date. Upon vesting, the common stock shares granted under the RSAs are released from escrow.

Employee Benefits

Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees. These benefits include medical, dental and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and commuter benefits. We also maintain a tax-qualified Section 401(k) retirement savings plan (the “Section 401(k) Plan”) that provides eligible employees, including our Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged basis. Participants may make pre-tax contributions to the

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Section 401(k) Plan from their eligible earnings up to the statutorily prescribed annual limit on pre-tax contributions under the Code. An employee’s interest in his or her pre-tax deferrals is 100% vested when contributed. Currently, we match 100% of the first 3% of a participant’s contributions and 50% of the next 3% of the participant’s contributions to the Section 401(k) Plan, subject to an applicable annual statutory maximum per employee.

We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers, except as generally made available to all our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make an individual more efficient and effective, and for recruitment and retention purposes. During fiscal 2024, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Employment Agreements

Each of our Named Executive Officers has entered into an employment agreement with the Company, except for Ms. Stevens, our Interim CFO through February 9, 2025, who is not party to an employment agreement. The Compensation Committee regularly reviews our form of employment agreement to align with current market practices. We believe these agreements provide for the best interests of the Company, support the retention of our Named Executive Officers, and help achieve consistency among similar officers.

Each of these employment agreements provides for “at will” employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause) and sets forth the then current compensation arrangements for the Named Executive Officer, including a base salary and participation in our employee benefit programs. In addition, these employment agreements provide that our Named Executive Officers will be eligible to receive certain severance payments and benefits in connection with certain involuntary terminations of employment, including in connection with a change in control of the Company. These post-employment compensation arrangements are discussed in “Post-Employment Compensation” below.

For detailed descriptions of the employment agreements we maintained with our Named Executive Officers during fiscal 2024, see “Potential Payments upon Termination or Change in Control” below.

Post-Employment Compensation

The employment agreements with our Named Executive Officers contain certain protections in the event of their involuntary termination of employment under specified circumstances, including following a change in control of the Company. These arrangements provide reasonable compensation to the Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation and release agreement acceptable to us as a condition to receiving post-

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employment compensation payments or benefits. We also believe that these arrangements help maintain their continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company.

In determining payment and benefit levels under the various circumstances triggering post-employment compensation provisions under the employment agreements of our Named Executive Officers, the Compensation Committee has drawn a distinction between (i) voluntary terminations of employment without good reason or terminations of employment for cause and (ii) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in light of the benefits described in the prior paragraphs, as well as the likelihood that the Named Executive Officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either performance challenges or an affirmative decision by the executive to end his or her relationship without fault by the Company.

All payments and benefits that may be provided under a Named Executive Officer’s employment agreement in connection with a change in control of the Company are payable only if there is a subsequent loss of employment by the Named Executive Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement instead of a single-trigger arrangement (where the vesting acceleration would apply upon the change in control) to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

Ms. Stevens, who is not party to an employment agreement, is entitled to certain acceleration of vesting of outstanding equity awards in the event of a change in control, pursuant to the Company’s Equity Protection Policy applicable to certain Company executives. Upon an involuntary termination, as defined in the policy, immediately prior to the change of control extending through a date that is 24 months after a qualifying change in control, Ms. Stevens will immediately vest in all compensatory equity that vests solely based on continued service, including any performance-based compensatory equity. Equity that vests based on performance shall vest based on the terms of such awards; provided, however, if no treatment has been set forth in such award then for purposes of determining performance under any relative TSR awards outstanding on or granted prior to the effective date of the change in control, the ending average stock price will be determined as the price per share paid for the Company’s stock in the change in control and the peer group ending average stock price will be determined based on the average closing stock prices for the component members of the peer group for the 30-trading days ending prior to the date of the change in control. For purposes of any tranche where the determination period has not commenced as of the date of the public announcement of the proposed change in control, the Company stock price for the initial date of such determination period shall be deemed to be the price of the Company’s stock as of the date of the original performance grant, and applied to any tranches of the relative TSR awards that were eligible to vest for measurement periods ending on or after the date of the change in control and those tranches shall be converted to RSUs and will vest on the originally scheduled measurement dates, subject to Ms. Stevens remaining a service provider to the Company or its successor through such dates.

In the event of a change in control of the Company, to the extent Section 280G or 4999 of the Code is applicable to a Named Executive Officer, such individual is entitled to receive either payment of the full amounts to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving the greatest after-tax amount.

We do not use excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers.

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