Document

DEF 14A 1 xlnx2021def14a.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

Xilinx, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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June 17, 2021

Dear Xilinx Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders to be held on Wednesday, August 4, 2021 at 11:00 a.m. Pacific Daylight Time, via live audio webcast at https://viewproxy.com/xlnx/2021/VM. We look forward to your attendance. At this meeting, the agenda includes:

•the annual election of directors;

•an advisory vote on executive compensation, as described in the attached proxy statement; and

•a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 2, 2022.

The agenda will also include any other business that may properly come before the meeting or any adjournment or postponement of the meeting. The Board of Directors recommends that you vote FOR the election of each of the director nominees; FOR the approval of the compensation of our named executive officers; and FOR the ratification of the appointment of Ernst & Young. Please refer to the proxy statement for detailed information on each of the proposals.

The 2021 Annual Meeting will be held solely to tabulate the votes cast and report the results of voting on the matters described in the attached proxy statement and any other business that may properly come before the meeting. Certain senior executives of Xilinx, Inc. (Xilinx) will be in attendance to answer questions following the Annual Meeting; however, there will be no formal presentation concerning the business of Xilinx.

Whether or not you plan to attend, please take a few minutes now to vote online or via telephone or, alternatively, request a paper proxy card and mark, sign and date your proxy and return it by mail so that your shares will be represented.

Thank you for your continuing interest in Xilinx.


Very truly yours,

/s/ Victor Peng
Victor Peng President and Chief Executive Officer

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO VOTE YOUR PROXY ONLINE OR BY TELEPHONE, OR, IN THE ALTERNATIVE, REQUEST, COMPLETE AND MAIL IN A PAPER PROXY CARD.

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XILINX, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, August 4, 2021

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Xilinx, Inc., a Delaware corporation (Xilinx or the Company), will be held on Wednesday, August 4, 2021 at 11:00 a.m. Pacific Daylight Time, via live audio webcast. Last year, due to the public health and safety concerns related to the COVID-19 pandemic and limitations within the state of California on non-essential gatherings, we held our Annual Meeting in a virtual-only meeting format to support the health and well-being of our stockholders and our employees. We believe that the virtual forum was conducive to the conduct of that meeting and therefore will hold our Annual Meeting virtually again this year. The items of business are:

1.Election of the following nine nominees for director to serve on the Board of Directors for the ensuing year and until their respective successors are duly elected and qualified: Dennis Segers, Raman K. Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, Jon A. Olson, Victor Peng and Elizabeth W. Vanderslice;

2.An advisory vote on executive compensation, as described in the attached proxy statement;

3.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 2, 2022; and

4.Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of record at the close of business on June 8, 2021, are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting via live audio webcast. Certain senior executives of Xilinx will be in attendance to answer questions following the Annual Meeting; however, there will be no formal presentation concerning the business of Xilinx.

In order to ensure your representation at the meeting, you are urged to vote as soon as possible. You may vote your shares in one of the following ways: (1) by visiting the website shown on the Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 4, 2021 (Internet Notice) or proxy card and following the instructions; (2) by calling the telephone number shown in the Internet Notice or proxy card; (3) by voting electronically at the Annual Meeting; or (4) by requesting, completing and mailing in a paper proxy card, as outlined in the Internet Notice. If you have internet access, we encourage you to record your vote on the internet.


FOR THE BOARD OF DIRECTORS

/s/ Catia Hagopian
Catia Hagopian Secretary

San Jose, California

June 17, 2021

THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD ARE BEING PROVIDED ON OR ABOUT JUNE 17, 2021 IN CONNECTION WITH THE SOLICITATION OF PROXIES ON BEHALF OF THE BOARD OF DIRECTORS OF XILINX, INC. IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO VOTE YOUR PROXY ONLINE OR BY TELEPHONE, OR, IN THE ALTERNATIVE, REQUEST, COMPLETE AND MAIL IN A PAPER PROXY CARD.

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XILINX, INC. TABLE OF CONTENTS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
Page
PROXY STATEMENT SUMMARY						1
ABOUT THE ANNUAL MEETING						2
Who is soliciting my vote?						2
When is the Annual Meeting?						2
Where will the Annual Meeting be held?						2
How do I gain admittance to the Annual Meeting?						2
What proposals are being presented for my vote?						2
What are the Board’s recommendations?						3
What is the quorum requirement for the Annual Meeting?						4
What is the record date?						4
How many shares are outstanding?						4
ABOUT PROXY MATERIALS AND VOTING						4
Why did I receive a one-page notice in the mail regarding internet availability of proxy materials instead of a full set of proxy materials?						4
How many copies of the proxy materials will be delivered to stockholders sharing the same address?						4
How do I vote?						4
How many votes do I have?						5
Who will count my votes?						5
How will my shares be voted and what happens if I do not give specific voting instructions?						5
What is a “broker non-vote” and what is its effect?						5
Which ballot measures are considered “non-routine” or “routine”?						6
How are abstentions treated?						6
How many votes are needed to approve each proposal?						6
What is the advisory vote to approve the compensation of our named executive officers?						6
How can I change my vote or revoke my proxy?						6
How much did this proxy solicitation cost and who will pay for the cost?						6
May I nominate a director for inclusion in next year’s proxy?						7
How and when may I submit proposals for consideration at next year’s Annual Meeting of Stockholders?						7
DIRECTORS AND CORPORATE GOVERNANCE						8
Board Leadership						8
Director Qualifications, Skills and Experience						12
Board Independence						14
Board Meetings and Committees						14
Nomination Criteria and Board Diversity						16
Board’s Role in Risk Oversight						16
Corporate Governance Principles						17
Stockholder Communications to the Board						19
Compensation of Directors						19
Director Compensation for Fiscal Year 2021						20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						22
EQUITY COMPENSATION PLAN INFORMATION						24

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XILINX, INC. TABLE OF CONTENTS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
Page
EXECUTIVE COMPENSATION						25
Compensation Discussion and Analysis						25
Executive Summary						25
Compensation Objectives and Decision-Making Process						30
Compensation Elements						33
Base Salary						33
Annual Incentive Cash Compensation						33
Long-Term Equity Incentive Compensation						44
Generally Available Benefit Plans						48
Deferred Compensation Plan						49
Perquisites and Other Personal Benefits						49
Employment and Change of Control Severance Arrangements						49
Equity Award Grant Guidelines						50
Other Compensation Policies						50
Tax and Accounting Treatment of Compensation						51
Compensation-Related Risks						52
Summary Compensation Table						54
Grants of Plan-Based Awards for Fiscal Year 2021						55
Outstanding Equity Awards at Fiscal Year End 2021						56
Option Exercises and Stock Vested for Fiscal Year 2021						57
Nonqualified Deferred Compensation Plan						58
Nonqualified Deferred Compensation for Fiscal Year 2021						58
Potential Payments Upon Termination or Change in Control						59
Pay Ratio						62
Compensation Committee Interlocks and Insider Participation						62
RELATED PARTY TRANSACTIONS						62
COMMITTEE REPORTS						64
COMPENSATION COMMITTEE REPORT						64
AUDIT COMMITTEE REPORT						65
PROPOSALS REQUIRING YOUR VOTE
PROPOSAL ONE - Election of Directors						66
PROPOSAL TWO - Advisory Vote on Executive Compensation						67
PROPOSAL THREE - Ratification of Appointment of Independent Registered Public Accounting Firm						68
OTHER MATTERS						70

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PROXY STATEMENT SUMMARY

Meeting Information

Date:

Wednesday, August 4, 2021

Time:

11:00 a.m. Pacific Daylight Time

Location:

Live audio webcast at https://viewproxy.com/xlnx/2021/VM

Shareholder Voting Matters

Proposal One

Election of Directors

Proposal Two

Advisory Vote on Executive Compensation

Proposal Three

Ratification of Appointment of Independent Registered Public Accounting Firm

Director Nominees

Director Name

Independent

Committee Membership

Dennis Segers

Yes

None (Chairman of the Board)

Raman K. Chitkara

Yes

Audit (Chair)

Saar Gillai

Yes

Nominating and Governance

Ronald S. Jankov

Yes

Compensation (Chair)

Mary Louise Krakauer

Yes

Compensation

Thomas H. Lee

Yes

Nominating and Governance

Jon A. Olson

Yes

Audit (effective July 2021)

Victor Peng

None (President and CEO)

Elizabeth W. Vanderslice

Yes

Nominating and Governance (Chair); Compensation

Corporate Governance Practices

We regularly review and evaluate our corporate governance principles and practices, which include the following:

• Independent chairperson

• Proxy access for investors

• Majority voting for all directors and resignation policy

• Stock ownership guidelines for executive officers and directors

• Board service limits and terms

• Limits on number of outside boards on which directors may serve

• Annual advisory vote on executive compensation (say-on-pay)

• Continuing education program for senior leadership development and succession planning

Executive Compensation Philosophy

Xilinx maintains policies and practices to help ensure that our overall executive compensation program reflects sound governance standards and drives financial performance. These policies and practices include the following:

• Fully independent Compensation Committee

• Annual executive compensation review

• Independent compensation advisor reporting directly to the Compensation Committee

• Clawback policy that covers all elements of our incentive compensation program

• Pay-for-performance philosophy based on the Company’s and individual executive’s performance

• Double-trigger change-of-control benefits

• At-risk compensation for our executives

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XILINX, INC.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

ABOUT THE ANNUAL MEETING

Q: Who is soliciting my vote?

A: The Board of Directors of Xilinx (Board) is soliciting your vote at the 2021 Annual Meeting of Stockholders (Annual Meeting).

Q: When is the Annual Meeting?

A: The Annual Meeting will take place on August 4, 2021, at 11:00 a.m. Pacific Daylight Time.

Q: Where will the Annual Meeting be held?

A: The Annual Meeting will be held via live audio webcast at https://viewproxy.com/xlnx/2021/VM.

Q: How do I attend and vote at the virtual Annual Meeting?

A: Both stockholders of record and stockholders who hold their shares in “street name” will need to register to be able to attend the Annual Meeting via live audio webcast.

If you are a stockholder of record, you must:

• First register at https://viewproxy.com/xlnx/2021/VM by 11:59 p.m. EDT on August 2, 2021. You will need to enter your name, phone number, virtual control number (included on your proxy card) and email address as part of the registration, following which you will receive an email confirming your registration as well as the password to attend the Annual Meeting.

• On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by logging in using the unique link provided with your registration confirmation. You will need the virtual control number included on your proxy card if you wish to vote during the meeting.

• If you wish to vote your shares electronically at the Annual Meeting, you will need to visit www.AALvote.com/XLNX during the meeting while the polls are open. (You will need the virtual control number included on your proxy card.)

If your shares are held in street name, you must:

• Obtain a legal proxy from your broker, bank or other nominee.

• Register at https://viewproxy.com/xlnx/2021/VM by 11:59 p.m. EDT on August 2, 2021.

You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via e-mail to virtualmeeting@viewproxy.com) as part of the registration, following which you will receive an email confirming your registration, your virtual control number and the password to attend the Annual Meeting.

Please note that if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting, but you will be unable to vote your shares electronically at the meeting.

• On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by logging in using the password you received via email in your registration confirmation at https://viewproxy.com/xlnx/2021/VM.(You will need the virtual control number assigned to you in your registration confirmation email.)

Q: What proposals are being presented for my vote?

A: You will be asked to vote on:

1.election of the following nine nominees to serve as a director on the Board for the ensuing year: Dennis Segers, Raman K. Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, Jon A. Olson, Victor Peng, and Elizabeth W. Vanderslice;

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2.an advisory vote on the compensation for our named executive officers;

3.ratification of the appointment of Ernst & Young LLP (EY) to serve as our independent registered public accounting firm for the fiscal year ending April 2, 2022; and

4.any other business that may properly come before the Annual Meeting.

Q: What are the Board’s recommendations?

A: The Board recommends that you vote your shares:

1.FOR each of the Board’s nine nominees for director, who are Dennis Segers, Raman K. Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, Jon A. Olson, Victor Peng and Elizabeth W. Vanderslice;

2.FOR the advisory vote on the compensation for our named executive officers; and

3.FOR the ratification of the appointment of EY to serve as our independent registered public accounting firm for the fiscal year ending April 2, 2022.

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Q: What is the quorum requirement for the Annual Meeting?

A: The required quorum to transact business at the Annual Meeting is a majority of the shares of our common stock outstanding on the record date. Shares of common stock entitled to vote and represented at the Annual Meeting by proxy or in person, as well as shares represented by abstentions and broker non-votes (see the answer to “What is a ‘broker non-vote’ and what is its effect?” below), will be counted towards the quorum. If there is a quorum, the stockholders present at the Annual Meeting may continue to do business, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If there is no quorum, a majority of the votes present at the meeting may adjourn the Annual Meeting to another date.

Q: What is the record date?

A: The record date for determining shares outstanding and eligible to vote at the Annual Meeting was June 8, 2021.

Q: How many shares of common stock are outstanding?

A: As of the close of business on the record date, June 8, 2021, there were 245,876,739 shares of our common stock outstanding.

ABOUT PROXY MATERIALS AND VOTING

Q: Why did I receive a one-page notice in the mail regarding internet availability of proxy materials instead of a full set of proxy materials?

A: Instead of mailing a printed copy of our proxy materials to stockholders, we mailed an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 4, 2021 (Internet Notice) to all stockholders entitled to vote at the meeting, as permitted by the rules of the Securities and Exchange Commission (SEC). We believe that it is in the best interests of our stockholders to take advantage of these rules and reduce the expenses associated with printing and mailing proxy materials to all of our stockholders. In addition, as a corporate citizen, we seek to reduce the use of natural resources and the environmental impact of printing and mailing the proxy materials. As a result, you will not receive paper copies of the proxy materials unless you specifically request them.

The Internet Notice provides instructions on how you can (1) access the proxy materials on the internet, (2) access your proxy and (3) vote on the internet. If you would like to receive paper copies of the proxy materials, please follow the instructions on the Internet Notice. If you share an address with another stockholder and received only one Internet Notice, you may write or call us to request a separate copy of the proxy materials at no cost to you. We anticipate that the Internet Notice will be mailed on or about June 17, 2021 to all stockholders entitled to vote at the meeting.

Q: How many copies of the proxy materials will be delivered to stockholders sharing the same address?

A: Stockholders who have the same address and last name will receive only one copy of the Internet Notice (or one copy of the printed proxy materials) unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. We adopted this “householding” practice, which is permitted under SEC rules, in an effort to conserve natural resources and reduce printing costs and postage fees.

If you share an address with another stockholder and received only one Internet Notice and would like to request a copy of the proxy materials, please send your request to: Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, Attn: Investor Relations; call Investor Relations at (408) 626-4293; or visit the Company’s website at www.investor.xilinx.com. We will deliver a separate copy of these materials promptly upon receipt of your written or verbal request. Similarly, you may also contact us if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

Q: How do I vote?

A: The way in which you may vote by proxy depends on how you hold your shares.

If your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you hold your shares directly and are a registered stockholder or a stockholder of record. In this case, you may vote by proxy in one of three ways:

•Vote by telephone (instructions are on the Internet Notice and proxy card);

•Vote over the internet (instructions are on the Internet Notice and proxy card); or

•Fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage pre-paid envelope. You may request a proxy card as outlined in the Internet Notice.

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If you hold your Xilinx stock through a brokerage firm, bank, broker-dealer, trust or other similar organization (that is, in street name), you are a beneficial owner of your shares and should have received an Internet Notice from the broker or other nominee holding your shares. You should follow the instructions in the Internet Notice or voting instructions provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and internet voting will depend on the voting process of the broker or nominee.

Q: How many votes do I have?

A: You have one vote for every share of Xilinx common stock you owned as of the close of business on the record date, which is June 8, 2021.

Q: Who will count my votes?

A: The inspector of elections appointed for the Annual Meeting will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes.

Q: How will my shares be voted and what happens if I do not give specific voting instructions?

A: Shares of common stock for which proxy cards are properly voted via the internet or by telephone, or are properly executed and returned, will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted “FOR” the election of each of the nominees to the Board named herein, “FOR” the approval of the advisory vote on compensation of our named executive officers, and “FOR” the ratification of the appointment of EY as the Company’s independent registered public accounting firm for fiscal 2021. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxy holders on the proxy card will vote in accordance with their discretion with respect to such matters.

Any stockholder entitled to vote on any matter may vote a portion of their shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote the remaining shares against the proposal, provided that if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder’s approving vote is with respect to all shares that the stockholder is entitled to vote.

Q: What is a “broker non-vote” and what is its effect?

A: A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Broker non-votes will not be counted towards the vote total for any non-routine proposal and will have no effect except where the affirmative votes with respect to such proposal, though a majority of the votes represented and voting, do not constitute a majority of the required quorum.

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Q: Which ballot measures are considered “non-routine” or “routine”?

A: Brokers that do not receive voting instructions from their clients have the discretion to vote uninstructed shares on “routine” matters but have no discretion to vote them on “non-routine” matters. Therefore, if you hold your shares through a broker or nominee, it is critical that you cast your vote if you want it to count for non-routine matters.

Proposal One (election of directors) and Proposal Two (advisory vote on executive compensation) are non-routine matters. If you hold your shares through a broker or nominee and you do not instruct your broker or nominee how to vote on “non-routine” matters, such as Proposals One and Two, no votes will be cast on your behalf.

Proposal Three (ratification of independent registered public accounting firm) is a routine matter. Brokers or nominees may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal Three.

Q: How are abstentions treated?

A: Abstentions are treated as represented and entitled to vote for purposes of determining a quorum, but have no effect on the outcome except where the affirmative votes with respect to a proposal, though a majority of the votes represented and voting, do not constitute a majority of the required quorum.

Q: How many votes are needed to approve each proposal?

A: The following table sets forth the voting requirement with respect to each of the proposals:

PROPOSAL

VOTE REQUIRED

BROKER
DISCRETIONARY
VOTE ALLOWED

Proposal One:

Election of nine directors

Majority of votes cast, except that in contested elections, directors will be elected by the plurality standard whereby those directors with the highest number of votes cast are elected

Proposal Two:

Annual advisory vote to approve the compensation of our named executive officers

Advisory vote; majority of shares represented and voting on such matter, so long as the shares voting affirmatively constitute a majority of a quorum

Proposal Three:

Ratification of EY as our independent registered public accounting firm for fiscal 2022

Majority of shares represented and voting on such matter, so long as the shares voting affirmatively constitute a majority of a quorum

Yes

In the absence of instructions, shares of common stock represented by valid proxies will be voted in accordance with the recommendations of the Board as shown on the proxy and in this proxy statement.

Q: What is the advisory vote to approve the compensation of our named executive officers?

A: The non-binding advisory vote on the compensation of our named executive officers in Proposal Two will provide us insight into our stockholders’ views on our compensation practices pertaining to our named executive officers.

Q: How can I change my vote or revoke my proxy?

A: A stockholder of record giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of the Company at 2100 Logic Drive, San Jose, CA 95124, a written notice of revocation or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, be sufficient to revoke a proxy. Any beneficial stockholder wishing to revoke his or her voting instructions must contact the bank, brokerage firm or other custodian who holds his or her shares and obtain a legal proxy from such bank or brokerage firm to vote such shares in person at the Annual Meeting.

Q: How much did this proxy solicitation cost and who will pay for the cost?

A: We have retained the services of Alliance Advisors, LLC to assist in obtaining proxies from brokers and nominees of stockholders for the Annual Meeting. We will pay the cost of these services and other proxy management services, which is estimated to be approximately $10,000 plus out-of-pocket expenses. We will also pay brokers or other persons holding stock in their names or the names of their nominees for costs to forward soliciting materials to their principals. In addition, we pay the cost of preparing, assembling and delivering the notice of Annual Meeting, proxy statement and form of proxy. Proxies may also be solicited in person, by telephone or electronically by Xilinx personnel, who will not receive any additional compensation for such solicitation.

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Q: May I nominate a director for inclusion in next year’s proxy materials?

A: Our Bylaws permit eligible stockholders to make use of proxy access to nominate director candidates, subject to all the requirements set forth in our Bylaws, a summary of which is as follows. In order to be eligible to nominate a director candidate, the stockholder must hold at least 3% of our outstanding shares of common stock continuously for three years at the time the nomination notice is received by us and the stockholder must continue to hold those shares through the date of the annual meeting. A group of up to 20 stockholders, each of whom meets the requirements of the Bylaws, may form a group to reach the 3% ownership threshold. Eligible stockholders who meet the proxy access requirements set forth in our Bylaws may nominate up to the greater of two candidates or 20% of the directors in office as of the last date on which a nomination notice may be received by us. Such nominations must meet the notice and other requirements set forth in our Bylaws. In order for a proxy access nomination to be timely, it must be received by the Secretary of the Company at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the date when we first distributed our proxy statement to stockholders for the immediately preceding annual meeting of stockholders. To be considered timely for next year’s annual meeting of stockholders, proxy access nominations would need to be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, CA 95124 no earlier than January 18, 2022 and no later than February 17, 2022.

Q: How and when may I submit proposals for consideration at next year’s Annual Meeting of Stockholders?

A: Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act), to be eligible for inclusion in the Company’s proxy materials for the 2022 Annual Meeting of Stockholders, stockholder proposals must be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, CA 95124 no later than February 17, 2022. Pursuant to Rule 14a-4(c) under the Exchange Act, if a stockholder proposal submitted outside of Rule 14a-8 is not received by the Secretary at our principal executive offices by the close of business on May 3, 2022, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such stockholder proposal submitted by a stockholder. In addition, under the advance notice provision in our Bylaws, stockholder proposals made outside of Rule 14a-8 and director nominations that are not intended for inclusion in our proxy materials must be submitted in accordance with the requirements of the Company’s Bylaws, not later than April 6, 2022, and not earlier than March 7, 2022; provided, however, that if our 2022 Annual Meeting of Stockholders is called for a date that is not within 25 days before or after the anniversary of the Annual Meeting, then, to be considered timely, stockholder proposals must be received by the Secretary of the Company at our principal executive offices not later than the close of business on the tenth day following the day on which notice of the date of our 2022 Annual Meeting of Stockholders was mailed or publicly disclosed, whichever occurs first. The full text of the Company’s Prior Notice for Inclusion on Agenda Bylaw provision described above may be obtained by writing to the Secretary of the Company.

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DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

The Company’s Board of Directors currently consists of nine individuals who are elected at each annual meeting and hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified.

The Board seeks to have members with a variety of background and experiences. Set forth below are the names and a brief description of the experience, qualifications, attributes or skills of each of our director nominees that led the Board to conclude that the individual should serve on the Board. There are no family relationships among any of our director nominees or executive officers. Each of the following is a nominee for election or reelection at the Annual Meeting:


Name: Dennis Segers

Age: 68			Chairman of the Board Committee Membership:

Director Since: 2015			•Audit

Mr. Segers joined the Board in October 2015 and was named Chairman of the Board in November 2015. He works as a technology consultant and strategy advisor to companies in a variety of technology markets. Mr. Segers currently also serves on the board of Parade Technologies, Ltd., a publicly-traded fabless semiconductor company. Previously, he was CEO of Tabula, Inc., an innovative programmable logic solutions provider, delivering breakthrough capabilities for challenging systems applications. Prior to Tabula, he served as president, CEO and a director of Matrix Semiconductor, a pioneer of three-dimensional integrated circuits, a first in the history of semiconductor technology. At Matrix, Mr. Segers oversaw the transition of the company from the early technology feasibility phase to high volume production, culminating in the acquisition of the company by SanDisk in January 2006. From 1994 through 2001, Mr. Segers was an employee of Xilinx, serving in a variety of leadership roles including Senior Vice President and General Manager of the FPGA product groups. Mr. Segers has extensive experience serving in executive management and on boards of directors of companies in the semiconductor industry. As a result of his experience, Mr. Segers is able to provide important strategic perspectives on the semiconductor industry and issues facing semiconductor companies.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Marketing / Sales Experience •Strategic Growth •Entrepreneurial Experience •Board of Directors Experience •Corporate Governance •Risk Management •International Experience •Investor Experience •Human Capital Management / Compensation


Name: Raman K. Chitkara

Age: 62			Committee Membership:

Director Since: 2018			•Audit (Chair)

Mr. Chitkara joined the Board in August 2018. From 1984 until his retirement in June 2018, Mr. Chitkara worked at PricewaterhouseCoopers LLP (PwC), a public accounting firm, where he served as its Global Technology Industry Leader and previously served as the firm’s Global Semiconductor Industry Leader. During his tenure at PwC, he held a number of additional leadership positions, including membership of the Audit Quality Board and Leader of the Global Assurance TICE (Technology, Information, Communication, Entertainment and Media) Practice. Mr. Chitkara also serves on the boards of SiTime Corporation, a supplier of silicon timing solutions, and several private companies. Mr. Chitkara’s qualifications to serve on the Board include his extensive experience with public and financial accounting matters for complex global organizations. His financial experience enables Mr. Chitkara to contribute meaningfully to the Board’s role in the oversight of our financial reporting, accounting and executive compensation practices. In addition, Mr. Chitkara’s extensive knowledge of the technology sector and semiconductor industry bring valuable insight to the Company’s strategic plans and investments.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Strategic Growth •Board of Directors Experience •Corporate Governance •Risk Management •International Experience •Investor Experience •Human Capital Management / Compensation •Cybersecurity Experience

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Name: Saar Gillai

Age: 55			Committee Memberships:

Director Since: 2016			•Audit •Nominating and Governance

Mr. Gillai joined the Board in May 2016. He has over 25 years of experience in the technology sector and currently advises startups focused on the communications and enterprise space. Mr. Gillai was the Chief Executive Officer of Teridion Inc., a cloud routing optimization company, from October 2017 through December 2019. From September 2015 until November 2016, he served as Senior Vice President and General Manager of Hewlett-Packard Enterprise’s Communications Solutions Business. From October 2012 until September 2015, Mr. Gillai served as Senior Vice President, General Manager and Chief Operating Officer of the Cloud business of Hewlett-Packard Company (HP). From May 2010 until October 2012, Mr. Gillai served as Vice President, Advanced Technology Group and Chief Technology Officer of HP Networking. Prior to HP, Mr. Gillai was Senior Vice President of Worldwide Products and Solutions for 3Com Corporation, which was acquired by HP in 2010. Mr. Gillai also has held senior management positions in engineering with Tropos Networks Inc., a provider of wireless mesh products, and senior management positions in product development and operations with Enfora, Inc., a wireless machine-to-machine (M2M) company. In addition, Mr. Gillai served for seven years in a variety of leadership positions with Cisco Systems, Inc., including as Vice President of Engineering for Cisco’s Wireless Networking business unit. Mr. Gillai also serves on the boards of Semtech Corporation, a supplier of analog and mixed-signal semiconductors, and Liquid Instruments (as Chair), a privately-held provider of software-based test and measurement equipment. Mr. Gillai brings to the Board over 20 years of leadership and management experience in product development, engineering, operations and general management with a variety of technology companies. Through this experience, he has gained both technical expertise and strategic insights into a variety of key markets and applications which the Company serves, as well as in-depth understanding of the evolution and adoption of cloud technologies and processes in the enterprise and service provider market.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Marketing / Sales Experience •Strategic Growth •Entrepreneurial Experience •Board of Directors Experience •Risk Management •International Experience •Investor Experience •Cybersecurity Experience


Name: Ronald S. Jankov

Age: 62			Committee Membership:

Director Since: 2016			•Compensation (Chair)

Mr. Jankov joined the Board in May 2016. He is Chief Executive Officer of GlobalLink1 Capital, an investment firm he founded in 2014. From 2012 to 2014, Mr. Jankov served as Senior Vice President and General Manager of Processors and Wireless Infrastructure for Broadcom Corporation. From 2000 to 2012, Mr. Jankov was President and Chief Executive Officer and a director of NetLogic Microsystems, Inc., a fabless provider of semiconductors for networking applications. Under Mr. Jankov’s leadership, NetLogic grew from start-up, through an IPO to market leadership in network processing devices, culminating in the company’s acquisition by Broadcom for $3.7 billion. Mr. Jankov has also held executive management positions with NeoMagic Corporation, a fabless semiconductor company, Cyrix Corporation, a developer of microprocessors, and Accell Technology, a semiconductor company he founded that was later acquired by Cyrix. Mr. Jankov also served in senior management at LSI Logic and began his career at Texas Instruments Inc. Mr. Jankov serves on the boards of Knowles Corporation and several private companies. Mr. Jankov brings to the Board over 35 years of leadership experience in the semiconductor industry and a track record of success growing a business through both organic and inorganic strategies. He has served in senior management roles and on the boards of directors of public and private semiconductor companies. Through his extensive knowledge of the industry, Mr. Jankov brings unique insights that are valuable when evaluating the Company’s product technology, markets and strategic plans and investments.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Marketing / Sales Experience •Strategic Growth •Entrepreneurial Experience •Board of Directors Experience • Risk Management • Corporate Governance •International Experience •Investor Experience •Human Capital Management / Compensation •Cybersecurity Experience

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Name: Mary Louise Krakauer

Age: 64			Committee Membership:

Director Since: 2017			•Compensation

Ms. Krakauer joined the Company’s Board in October 2017. From September 2016 to December 2016, she served as Executive Vice President, Chief Information Officer of Dell Corporation, where she was responsible for global IT, including all operations and integration activity. From January 2016 to September 2016, she served as Executive Vice President, Chief Information Officer of EMC Corporation. Prior to that she served as Executive Vice President, Business Development, Global Enterprise Services for EMC Corporation from June 2015 to December 2015, and as Executive Vice President, Global Human Resources for EMC Corporation from April 2012 to June 2015, where she was responsible for executive, leadership and employee development, compensation and benefits, staffing and all the people-related aspects of acquisition integration. She joined EMC Corporation in 2008 to lead the global Technology Services & Solutions Business, and also subsequently assumed leadership of the global Managed Services Business. Ms. Krakauer has also held executive general management roles at Hewlett-Packard Enterprise, Compaq Computer Corporation and Digital Equipment Corporation. Ms. Krakauer also serves on the boards of Mercury Systems, Inc., a commercial provider of secure sensor and safety critical mission processing subsystems, and DXC Technology, a leading independent, end-to-end IT services company. Ms. Krakauer brings to the Board senior leadership, management and operational expertise from her extensive experience gained from serving as an executive at multi-national technology companies. Her knowledge helps the Board shape the Company’s operations and strategic growth plans. Ms. Krakauer also plays a meaningful role in the oversight of the Company’s executive compensation practices.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Marketing / Sales Experience •Strategic Growth •Board of Directors Experience • Risk Management •Corporate Governance •International Experience •Human Capital Management / Compensation •Cybersecurity Experience


Name: Thomas H. Lee

Age: 61			Committee Membership:

Director Since: 2016			•Nominating and Governance

Dr. Lee joined the Board in May 2016. Dr. Lee is a Professor of Electrical Engineering at Stanford University. He joined the Stanford faculty in 1994 and founded the Stanford Microwave Integrated Circuits Laboratory. From April 2011 through October 2012, he served as the Director of the Microsystems Technology Office at the Defense Advanced Research Projects Agency (DARPA). He has also co-founded three startups: Matrix Semiconductor, Inc. (acquired by SanDisk), ZeroG Wireless (acquired by Microchip Technology) and Ayla Networks. Dr. Lee received his S.B., S.M. and doctorate of Electrical Engineering from the Massachusetts Institute of Technology. He has written and co-authored numerous books and papers and is widely recognized for his expertise in high performance analog circuit designs and wireless communications technology. He is a Fellow of the Institute of Electrical and Electronics Engineers and has been the recipient of many honors and awards including the United States Secretary of Defense Medal for Exceptional Civilian Service for his service at DARPA. He was also awarded the 2011 Ho-Am Prize in Engineering. He has been granted 65 patents. Dr. Lee also serves on the board of directors of Humatics Corporation, a privately-held company focusing on microlocation technology. Dr. Lee brings to the Board a unique blend of technical expertise pertaining to many of the technology trends shaping the growth of the markets the Company serves, along with entrepreneurial experience and senior leadership capabilities in creating innovative programs in a variety of defense and military communication markets. His extensive knowledge helps the Board shape the Company’s strategic research and development plans and provides valuable insights into the driving technology trends within the Company’s industry and target markets.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Entrepreneurial Experience •Board of Directors Experience • Corporate Governance •International Experience •Investor Experience •Government Experience •Academia

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Name: Jon A. Olson

Age: 67

Director Since: 2020

Mr. Olson joined the Board in May 2020. Mr. Olson previously served as the Chief Financial Officer of the Company from June 2005 until his retirement in July 2016. While serving as Chief Financial Officer, he also held a variety of other senior management positions at the Company, including most recently as Executive Vice President from May 2014 to July 2016 and, prior to that, Senior Vice President of Finance from August 2006 to May 2014 and Vice President of Finance from June 2005 to August 2006. Prior to joining the Company, Mr. Olson spent more than 25 years at Intel Corporation (Intel), serving in a variety of positions from 1979 to 2005, including Vice President of Finance and Enterprise Services and Director of Finance. Mr. Olson also currently serves on each of the board of directors of Kulicke & Soffa, a supplier of semiconductor and electronic assembly solutions and Rocket Lab USA, Inc., a provider of launch and space systems. Mr. Olson served on the board of directors of Mellanox Technologies, Ltd. (Mellanox), a supplier of computer networking products, from June 2018 until April 2020 when Mellanox was acquired by Nvidia Corporation. He also served on the board of directors of HomeUnion, Inc. (HomeUnion), an online investment management platform dedicated to the residential real estate market, from November 2018 until November 2019 when HomeUnion was acquired by Mynd Property Management. From August 2016 to November 2018, he was an advisor to HomeUnion’s board of directors. Mr. Olson also served on the board of directors of InvenSense, Inc. (InvenSense), a provider of MEMS sensor platforms, from October 2011 until May 2017 when InvenSense was acquired by TDK Corporation. Mr. Olson’s qualifications include his more than 30 years of experience in senior roles of financial responsibility in the semiconductor industry, together with his track record of growing profitable businesses and his experience at various semiconductor and technology companies.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Strategic Growth •Entrepreneurial Experience •Board of Directors Experience •Risk Management •Corporate Governance •International Experience •Investor Experience •Human Capital Management / Compensation •Government Experience •Cybersecurity Experience


Name: Victor Peng

Age: 61			President and Chief Executive Officer
Director Since: 2017

Mr. Peng joined the Company in April 2008 and currently serves as Chief Executive Officer, a position he has held since January 2018. He joined the Board in October 2017. From April 2017 to January 2018, Mr. Peng served as the Company’s Chief Operating Officer. From July 2014 to April 2017, he served as Executive Vice President and General Manager of Products. From May 2013 through July 2014, Mr. Peng served as Senior Vice President and General Manager of the Programmable Platforms Group. From May 2012 through April 2013, he served as Senior Vice President of the Programmable Platforms Group. From November 2008 through April 2012, he served as Senior Vice President of the Programmable Platforms Development Group. Prior to joining the Company, Mr. Peng served as Corporate Vice President, Graphics Products Group at Advanced Micro Devices (AMD), a provider of processing solutions, from November 2005 to April 2008. Prior to joining AMD, Mr. Peng served in a variety of executive engineering positions at companies in the semiconductor and processor industries. Mr. Peng also serves on the board of directors of KLA Corporation, a provider of process control and yield management systems for semiconductor manufacturing. As CEO, Mr. Peng offers his strategic vision for the Company and provides an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s perspective. Mr. Peng brings extensive experience in management and engineering with semiconductor companies, strategic transactions, and a deep understanding of the Company’s technology, business, customers and key business drivers, as well as the competitive landscape. As a result, Mr. Peng brings a broad range of skills to the Board, particularly in the area of developing and growing semiconductor and software businesses.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Marketing / Sales Experience •Strategic Growth •Entrepreneurial Experience •Board of Directors Experience •Risk Management •International Experience •Investor Experience •Human Capital Management / Compensation •Government Experience

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Name: Elizabeth W. Vanderslice

Age: 57			Committee Memberships:

Director Since: 2000			•Nominating and Governance (Chair) •Compensation

Ms. Vanderslice joined the Board in December 2000. Since February 2019, she has served as a partner at Trewstar Corporate Board Services, a search firm specializing in placing women on corporate boards. From 1999 to 2001, Ms. Vanderslice served as a general manager of Lycos, Inc. through its acquisition and subsequent reorganization. From 1996 to 1999, Ms. Vanderslice was CEO of Wired Digital, Inc., the online-media division of Wired Ventures, Inc., and a member of the boards of both Wired Digital, Inc. and Wired Ventures, Inc. before leading the company’s acquisition by Lycos, Inc. Prior to joining Wired Digital in early 1995, Ms. Vanderslice served as a principal in the investment banking firm Sterling Payot Company, where she helped raise the capital to launch Wired Magazine, and as Vice President at H.W. Jesse & Co., a San Francisco investment banking firm. She also worked for the IBM Corporation before earning her MBA from the Harvard Business School. Ms. Vanderslice is an Aspen Institute Henry Crown Fellow and was a member and officer of the Young Presidents’ Organization and the World Presidents’ Organization. She also serves as a Trustee of Boston College. Ms. Vanderslice brings a broad range of skills to the Board from her experience as the CEO and board member of an innovative internet access and original content provider and an investment banker. In addition to her academic and professional background in computer science and systems engineering, Ms. Vanderslice contributes to the Board’s understanding of the Company’s sales and marketing efforts and engineering management, and her experience in mergers and acquisitions is valuable to the Board in evaluating strategic transactions.			Skills & Qualifications: •Leadership Experience •Technology / Industry Experience •Finance / Financial Literacy •Marketing / Sales Experience •Strategic Growth •Entrepreneurial Experience •Board of Directors Experience •Risk Management •Corporate Governance •Investor Experience •Human Capital Management / Compensation

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 the qualifications, skills and experience set forth in the table below.

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Skills and Experience

Dennis Segers

Raman K. Chitkara

Saar Gillai

Ronald S. Jankov

Mary Louise Krakauer

Thomas H. Lee

Jon A. Olson

Victor Peng

Elizabeth W. Vanderslice

Leadership Experience(1)

Technology / Industry Experience(2)

Finance /Financial Literacy(3)

Marketing / Sales Experience(4)

Strategic Growth(5)

Entrepreneurial Experience(6)

Board of Directors Experience(7)

Risk Management(8)

Corporate Governance(9)

International Experience(10)

Investor Experience(11)

Human Capital Management / Compensation(12)

Government

Experience (13)

Academia(14)

Cybersecurity(15)

Diversity and Board Tenure

Diversity of Gender, Race, Ethnicity, National

Origin (15)

Board Tenure (no. of years as of June 17, 2021)

(1)

Leadership Experience: Has held senior leadership position(s), including C-level positions, over an extended period and possesses leadership qualities or the ability to identify such qualities in others, or otherwise demonstrated practical understanding of organizations, processes, strategy and risk management.

(2)

Technology/Industry Experience: Experience in technology, computer or semiconductor industries, or the industries of the Company’s customers and suppliers; or engineering experience, offering greater insight into the technology that underlies the Company’s products.

(3)

Finance/Financial Literacy: Knowledge of financial markets, financing and funding operations, tax, investments and capital allocation; or knowledge of accounting, financial reporting and internal control processes.

(4)

Marketing/Sales Experience: Proven track record of identifying and developing new customers and markets, or brand marketing experience.

(5)

Strategic Growth: Experience and success in growing a business or establishing businesses, whether organically or through acquisitions.

(6)

Entrepreneurial Experience: Experience in successfully creating new businesses with products and services based on breakthrough technologies or succeeding in emerging or developing markets.

(7)

Board of Directors Experience: Prior experience serving on company boards and understanding of the role, dynamics and operation of a corporate board, the relationship of a board to the CEO and other members of the management team and how to oversee an evolving and complex mix of strategic, operational and compliance-related matters.

(8)

Risk Management: Experience in understanding and reviewing business risks and corporate strategy.

(9)

Corporate Governance: Experience that supports strong board and management accountability, transparency and protecting stockholder interests.

(10)

International Experience: International and global perspective contributing to guiding the Company’s business outside the U.S.

(11)

Investor Experience: Experience engaging with investors and demonstrated understanding of the stockholders’ perspective on key Company issues and strategy.

(12)

Human Capital Management / Compensation: Experience attracting, motivating and retaining top candidates for positions at the Company, evaluating performance and compensation of senior management, and overseeing strategic human capital planning.

(13)

Government Experience: Experience operating in an industry requiring compliance with regulatory requirements across numerous countries and governmental and non-governmental entities.

(14)

Academia: Academic research and organizational management useful to the Company.

(15)

Cybersecurity: Experience managing cybersecurity and information security risks in order to bring knowledge and guidance to the Board in its oversight of the Company’s cybersecurity / information security risks.

(16)

Diversity of Gender, Race, Ethnicity, National Origin: This director has self-identified as bringing diversity to the Board by way of gender, race, ethnicity, national origin or other characteristics supporting the Company’s diversity initiative.

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Board Independence

The Nasdaq listing standards require that a majority of the members of a listed company’s board of directors must qualify as “independent” as affirmatively determined by its board of directors. The Board annually reviews information relating to the members of the Board to ensure that a majority of the Board is independent under the Nasdaq listing requirements and the rules of the SEC.

After review of all relevant transactions and relationships between each director or nominee, his or her family members and entities affiliated with each director or nominee and Xilinx, our senior management and our independent registered public accounting firm, the Board has determined that eight of our nine directors are independent directors as defined in the Nasdaq listing standards and SEC rules. Victor Peng, our President and CEO, is not an independent director because he is a current employee of Xilinx.

In making a determination of the independence of each director or nominee, the Board reviewed relationships and transactions occurring since the beginning of fiscal 2019 between each such individual, his or her family members and entities affiliated with each director or nominee and Xilinx, our senior management and our independent registered public accounting firm, as well as, in the case of Mr. Olson, prior service as a Xilinx executive officer. In making its determination, the Board applied the standards for independence adopted by Nasdaq and the SEC. Based on those standards, the Board has determined that, because of the nature of the relationship or the amount involved in the transaction, the relationship or transaction did not impair the director’s independence.

Board Meetings and Committees

The Board held a total of 18 meetings during the fiscal year ended April 3, 2021. All directors are expected to attend each meeting of the Board and the committees on which he or she serves and are also expected to attend the Annual Meeting. All of the nine directors then serving on the Board attended the virtual 2020 Annual Meeting of Stockholders held in August 2020. Each incumbent director attended at least 75% of the aggregate of all meetings of the Board or its committees on which such director served during the fiscal year. The Board holds four pre-scheduled meetings per fiscal year.

The Board has four standing committees, consisting of the Audit Committee, Compensation Committee, Nominating and Governance Committee, and Committee of Independent Directors. The Board and its committees have authority to engage independent advisors and consultants and have used such services. The primary responsibilities of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are set forth in the respective committee charters approved by the Board, which are posted on the investor relations page of our website located at www.investor.xilinx.com under “Corporate Governance.”

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Set forth below are the directors currently serving on each of the Board’s four standing committees as well as a description of each committee.

Audit
Committee

Compensation
Committee

Nominating and
Governance
Committee

Committee of
Independent
Directors

Non-Employee Directors:

Dennis Segers

Raman K. Chitkara

Chair

Saar Gillai

Ronald S. Jankov

Chair

Mary Louise Krakauer

Thomas H. Lee

Jon A. Olson

Elizabeth W. Vanderslice

Chair

Employee Director:

Victor Peng

* Effective July 2021

Audit Committee

The current members of the Audit Committee are Raman K. Chitkara, Saar Gillai and Dennis Segers. The Board has appointed Jon A. Olson to serve as a member of the Audit Committee effective July 16, 2021. During fiscal 2021, the Audit Committee held six meetings. The Audit Committee assists the Board in fulfilling its oversight responsibilities to the stockholders relating to the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls and the audit process. The Board has determined that each Audit Committee member meets the independence and financial knowledge requirements under the SEC rules and the corporate governance listing standards of Nasdaq. The Audit Committee operates in accordance with a written charter adopted by the Board, which complies with Nasdaq listing standards and SEC rules.

The Board has further determined that all members of the Audit Committee qualify as an “audit committee financial expert” as defined by SEC rules. Stockholders should understand that this designation is a disclosure requirement of the SEC related to the Audit Committee members’ individual experience and understanding with respect to certain accounting and auditing matters and does not impose upon any of the Audit Committee members any duties, obligations or liabilities that are greater than those generally imposed on each of them as members of the Board, nor does it alter the duties, obligations or liability of any other member of the Board.

Compensation Committee

The current members of the Compensation Committee are Ronald S. Jankov, Mary Louise Krakauer and Elizabeth W. Vanderslice. The Board has determined that each member of the Compensation Committee meets the independence requirements under the SEC rules and the Nasdaq listing standards. During fiscal 2021, the Compensation Committee held 11 meetings. The Compensation Committee has responsibility for establishing our compensation policies. The Compensation Committee determines the compensation for our Board members and executive officers and has exclusive authority to grant equity-based awards, including options and restricted stock units (RSUs), to our executive officers under our 2007 Equity Incentive Plan (2007 Equity Plan). The Compensation Committee evaluates the CEO’s performance and determines CEO compensation, including base salary, incentive pay and equity awards. The CEO is not present during the Compensation Committee’s deliberations or voting on CEO compensation, but may be present during voting and deliberations related to

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compensation of other executive officers. For further information about the processes and procedures for the consideration and determination of executive compensation, please refer to the section of this proxy statement entitled “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis.”

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Elizabeth W. Vanderslice, Saar Gillai and Thomas H. Lee. During fiscal 2021, the Nominating and Governance Committee held five meetings. The Nominating and Governance Committee has responsibility for identifying, evaluating and recommending individuals to serve as members of the Board and establishing policies affecting corporate governance. The Nominating and Governance Committee, among other things, makes suggestions regarding the size and composition of the Board and ensures that the Board reviews our management organization, including management succession plans.

Committee of Independent Directors

All independent directors are members of the Committee of Independent Directors. This Committee met five times during fiscal 2021. The Committee’s principal focus is succession planning, but it also addresses other topics as deemed necessary and appropriate. The Committee of Independent Directors typically meets outside the presence of management.

Nomination Criteria and Board Diversity

The Board believes in bringing a diversity of backgrounds and viewpoints to the Board and desires that its directors and nominees possess critical skills and experience in the areas of semiconductor design and marketing, manufacturing, software and finance. The Board also believes having directors of diverse gender, race and ethnicity, along with varied skills and experiences, contributes to a balanced and effective Board. Our Significant Corporate Governance Principles affirm our commitment to a policy of inclusiveness. To further that commitment, in any director candidate search, the Nominating and Governance Committee commits to actively seek out director candidates reflecting a diversity of backgrounds, perspectives, experiences, genders, races and ethnicities.

These factors, and any other qualifications considered useful by the Board, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. As a result, the priorities and focus of the Nominating and Governance Committee may change from time to time to take into account changes in business and other trends, as well as the portfolio of skills and experience of current and prospective Board members. Therefore, while focused on the achievement and the ability of potential candidates to make a positive contribution with respect to such factors, the Nominating and Governance Committee has not established any specific minimum criteria or qualifications that a director or nominee must possess.

As part of the annual evaluation of current Board members, and as otherwise deemed appropriate, the Nominating and Governance Committee considers each director’s skills, experience, viewpoints previously mentioned as desirable director qualifications, independence, job changes, if any, amount of time spent on Xilinx matters and to what extent, if any, other commitments the director may have outside of Xilinx impact the director’s service to Xilinx. In connection with its evaluation of Board composition, the Nominating and Governance Committee also considers rotating directors’ positions on the Committees.

Consideration of new Board candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Board has engaged search firms to assist the Nominating and Governance Committee in identifying and assessing director candidates with a specific focus on potential qualified candidates who are women or from underrepresented minorities. The Nominating and Governance Committee will also consider candidates proposed by stockholders using the same process it uses for a candidate recommended by a member of the Board, an employee or a search firm. A stockholder seeking to recommend a prospective nominee for the Nominating and Governance Committee’s consideration should submit the candidate’s name and qualifications by mail addressed to the Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, by email to corporate.secretary@xilinx.com or by fax to (408) 377-6137.

Board’s Role in Risk Oversight

The Board has overall responsibility for risk oversight at the Company and may delegate particular risk areas to the appropriate committees of the Board. The Board’s role in risk oversight builds upon management’s risk management process. The Company conducts a formal annual risk assessment, as well as coordinating ongoing risk management activities throughout the year, to identify, analyze, respond to, monitor and report on risks. Risks reviewed by the Company include operational risks, financial risks, legal and compliance risks, IT and cybersecurity risks and strategic risks. The management team then reviews with the Board any significant risks identified during the process, together with plans to mitigate such risks. In response, the Board or the relevant committee may request that management conduct additional review of or reporting on select enterprise risks. The process and risks are reviewed at least annually with the Board, and additional review or reporting of significant enterprise risks will be conducted as needed or as requested by the Board or any of its committees.

SEC Form DEF 14A filed by Xilinx, Inc.