Silicon Laboratories : 2024 Proxy Statement

2023

Notice of Annual Meeting and Proxy Statement

ANNUAL MEETING OF STOCK HOLDERS

APRIL 18, 2024

LETTER TO THE STOCKHOLDERS

Austin, Texas

March 6, 2024

To the Stockholders of Silicon Laboratories Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of Silicon Laboratories Inc., ("Silicon Labs") a Delaware corporation, to be held on April 18, 2024, at 9:00 a.m. Central Time in a virtual meeting format only, via the Internet, with no physical in-person meeting for the purposes described in the Proxy Statement. To participate in the Annual Meeting virtually via the Internet, please visit www.proxydocs.com/SLAB. In order to attend, you must register in advance at www.proxydocs.com/ SLABprior to the deadline of April 18, 2024 at 9:00 a.m. (Central Time). Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. You will not be able to attend the Annual Meeting in person. During the Annual Meeting, you may submit questions via the question box provided on the virtual meeting website and we will respond to as many inquiries as time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Our Investor Relations team will follow up with individual stockholders to answer appropriate questions received during the Annual Meeting that were not answered due to time constraints. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

The 2024 Annual Meeting will focus on the items of business listed in the Notice of Annual Meeting of Stockholders and Proxy Statement that follows. We are sending this Proxy Statement to our stockholders on or about March 6, 2024. During the Annual Meeting we will also present a report on Silicon Labs' performance and operations during 2023.

Whether or not you plan to attend the meeting, your vote is important. Instructions regarding the various methods of voting are contained in the Proxy, including voting by toll-free telephone number or the Internet. If you request and receive a paper copy of the Proxy by mail, you may still vote your shares by fully completing and returning the Proxy. You may revoke your Proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting and vote by ballot, your Proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

Sincerely,

R. Matthew Johnson

President, Chief Executive Officer and Director

Silicon Laboratories Inc.

Notice of Annual Meeting of Stockholders

Time	9:00 a.m., Central Time on Thursday, April 18, 2024
Place	Virtually at www.proxydocs.com/SLAB. In order to attend, you must register in
	advance at www.proxydocs.com/SLABprior to the deadline of April 18, 2024 at
	9:00 a.m. (Central Time).
Items of Business	1. To elect three Class II directors to serve on the Board of Directors until our 2027
	annual meeting of stockholders, or until a successor is duly elected and qualified;
	2. To ratify the appointment of Ernst & Young LLP as our independent registered
	public accounting firm for the fiscal year ending December 28, 2024;
	3. To vote on an advisory (non-binding) resolution to approve executive
	compensation; and
	4. To transact such other business as may properly come before the meeting or
	any adjournment or adjournments thereof.
Voting	We have furnished proxy materials over the Internet where you may read, print and
	download our Annual Report and Proxy Statement at www.proxydocs.com/SLAB.
	On or about March 6, 2024, we mailed to our stockholders a notice containing
	instructions on how to vote and how to access our 2024 Proxy Statement and 2023
	Annual Report. The notice also provides instructions on how you can request a
	paper copy of these documents if you desire. If you received your annual materials
	via email, the email contains voting instructions and links to the Annual Report and
	Proxy Statement on the Internet.
Who Can Vote	Only stockholders of record at the close of business on February 23, 2024 are
	entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled
	to vote at the Annual Meeting will be available for inspection at our executive offices.

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

PROXY STATEMENT SUMMARY

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

2024 Annual Meeting of Stockholders

Date and Time		Location		Record Date
Thursday, April 18, 2024		Virtually at www.proxydocs.com/SLAB		February 23, 2024
9:00 a.m., Central Time

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2024 Annual Meeting of Stockholders to be held on April 18, 2024 (the "Annual Meeting") and the Board's voting recommendations with respect to each proposal.

	Board	Page
Proposals	Recommendation	Reference
1. Election of Directors	FOR each nominee	3

2. Ratification of Appointment of Independent Registered Public

Accounting Firm	FOR	15
3. Advisory Vote on Executive Compensation	FOR	17

Director Nominees

	Age	Director Since	Independent	Committee Membership
Matt Johnson	48	2022
Sumit Sadana	55	2015	✓	•	Nominating	&	Corporate
					Governance (Chair)
Gregg Lowe	61	2017	✓	•	Compensation (Chair)
				•	Nominating	&	Corporate
					Governance (Member)

Table of Contents
Proxy Statement	1
Matters To Be Considered at Annual
Meeting	1
Proposal One: Election of Directors	3
Other Directors	5
Board Leadership/Independence	8
Committees and Meetings	8
Director Nomination	9
Attendance at Annual Meetings	12
Stockholder Communications with the Board of
Directors	12
Code of Ethics	13
Risk Management	13
Director Compensation and Indemnification
Arrangements	13
Recommendation of the Board of Directors	14
Proposal Two: Ratification of
Appointment of Independent
Registered Public Accounting Firm . . . .	15
Recommendation of the Board of Directors	16
Proposal Three: Advisory Vote on
Executive Compensation	17
Recommendation of the Board of Directors	17
Other Matters	18
Ownership of Securities	19
Certain Relationships and Related
Transactions, and Director Independence . . . 20
Certain Relationships and Related Transactions . . . .	20
Policies and Procedures with Respect to Related
Party Transactions	20
Director Independence	20
Audit Committee Report	21
Executive Officers	22

Compensation Discussion and Analysis . . . . . 23

2023 Business Results . . . . . . . . . . . . . . . . . . . . . . . . . 23

2023 Business Highlights . . . . . . . . . . . . . . . . . . . . . . . 24

Significant Executive Compensation Actions . . . . . . . 24

Significant Corporate Governance Standards . . . . . . 25

Compensation Philosophy . . . . . . . . . . . . . . . . . . . . . . 26

Prior Say On Pay Vote and Shareholder

Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Compensation-Setting Process . . . . . . . . . . . . . . . . . . 27

Compensation Elements . . . . . . . . . . . . . . . . . . . . . . . 28

Compensation Arrangements Upon Termination of Employment or a Change in Control . . . . . . . . . . . . 32

Welfare, Retirement, and Other Benefits . . . . . . . . . . 32 Income Tax and Accounting Considerations . . . . . . . 33

Compensation Committee Report on Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Summary Compensation . . . . . . . . . . . . . . . . . . . . . . . 34 Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . 36 Outstanding Equity Awards at Fiscal Year-End . . . . .37 Option Exercises and Stock Vested Table . . . . . . . . . 38

Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Pay Versus Performance Disclosure . . . . . . . . . . . . . 42

Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Equity Compensation Plan Information . . . . . . . . . . . 48

No Incorporation by Reference of Certain Portions of this Proxy Statement . . . . . . . . . . 49

Delinquent Section 16(a) Reports . . . . . . . . . . . 49

Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Form 10-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

Appendix I: Reconciliation of GAAP to Non-GAAP Executive Compensation Financial Measures . . . . . . . . . . . . . . . . . . . . . 50

CORPORATE RESPONSIBILITY AND ESG

Corporate Responsibility & ESG

Silicon Labs is a leading provider of silicon, software, and solutions for a smarter, more connected world. Our integrated hardware and software platform empowers developers to create wirelessly connected devices that are transforming industries, growing economies, and improving lives. Guided by our shared values, we strive to "do the right thing" for our employees, customers, shareholders, and communities. We integrate environmental, social, and governance (ESG) principles throughout our business, driven by our stakeholders, who help us identify and prioritize ESG-related issues. We routinely engage with our shareholders to better understand their ESG views, carefully considering the feedback we receive and acting when appropriate. While we devote resources to a wide range of ESG-related issues, our goals are focused in five strategic areas based on a materiality assessment by stakeholders: employee wellbeing, product and services innovation, eco-efficient operations, climate change mitigation, and responsible supply chain.

We report additional details on our ESG commitments and progress in our annual Corporate Sustainability Report, available at: https://www.silabs.com/corporate-responsibility.

Ensuring Ethical & Responsible Governance

Our Board of Directors oversees ESG Governance and has delegated specific responsibility for this oversight to the Nominating and Governance Committee. Our CEO, CFO and ESG Steering Committee provide management level oversight of ESG matters across the Company.

The CFO is the executive sponsor of the ESG Steering Committee, which includes members of executive and senior management who provide environmental, social and governance leadership within the Committee. The Committee is cross functional and composed of members from departments including environmental and facilities, human resources, legal, global marketing, investor relations and quality. The Committee sets overall ESG strategy, goals and objectives and is responsible for managing and reporting on ESG-related activities. The CFO and members of the ESG Steering Committee report quarterly to the CEO and the Nominating and Governance Committee of the Board of Directors.

Enabling a More Sustainable World

Silicon Labs creates hardware and software solutions for IoT developers who design products to improve our world and our lives with a diverse selection of System-on-Chips (SoCs), expertise on all IoT standards and protocols, and exceptionally high standards of quality and security. We enable sustainable IoT solutions across home, medical, industrial, and commercial segments, with applications including air pollution and waste management monitoring, water integrity, residential irrigation monitoring, street lighting networks, advanced metering infrastructure, and residential and commercial building energy management.

We are committed to clean tech product design with a focus on reducing die size and improving production yields, optimizing sustainable manufacturing processes, and providing the highest level of product security.

• Our Series 2 products have been designed to meet the growing needs for low-power IoT devices, allowing devices to stay in the field for up to ten years on a single coin-cell battery. Our next-generation Series 3 platform aims to deliver even greater power efficiency.
• With our Series 2 portfolio of products, we have been able to reduce the die size by more than 50%, while also reducing energy consumption.
• We provide small, energy-efficient integrated circuits that can extend battery life by up to 25%, enabling fewer disposable batteries and reducing landfill waste.

CORPORATE RESPONSIBILITY AND ESG

• We are investing in research and development related to energy harvesting, which is aimed at further reducing the number of disposable batteries.
• Mindful of the circular economy, we use recycled/recyclable materials in the manufacturing and transportation of our products, and we require the same approach from our suppliers.
• Silicon Labs is the world's first IoT semiconductor company to achieve PSA Certified Level 3, the highest level of IoT hardware and software security protection.

Creating a Culture of Innovation

Silicon Labs is a multi-national and multi-ethnic workforce, with sites and employees in more than a dozen countries. We believe a diversity of experiences and viewpoints lead to better solutions and are the cornerstone of innovation. We support a curious, high-performing culture with the resources they need to grow their technical knowledge, build management skills, and achieve their development goals. For the past 16 years, we've hosted a 3-day global technical symposium that is focused on bringing employees together from across the globe to share their best work and latest innovations. Employees collaborate and share expertise through an internal training program of virtual sessions and in-person workshops, and we host university professors and external speakers that help strengthen technical and professional skills to broaden knowledge, trigger creativity, and inspire innovation.

We are committed to fostering a representative and inclusive workplace that attracts and retains exceptional talent. These principles are also reflected in our employee training, with targeted curriculum on eliminating harassment, discrimination, and bias in the workplace. We're committed to driving long-term change and accountability by incorporating diversity, equity, and inclusion (DEI) objectives into our executive bonus plan and conducting an annual employee inclusion assessment to inform our action plans.

• Silicon Labs has been a certified Great Place to Work since 2019 and annually executes an employee engagement survey to assess progress.
• We offer medical, dental, and vision insurance plans to fit the needs of employees and their families and provide broad benefit packages, including profit sharing, retirement, disability insurance, life insurance plans, and mental health and wellness plans.
• We inspire creativity and innovation through a robust internal training program, including on-demand skills training, external speakers, technical certifications, mentoring and coaching, and leadership training.
• Silicon Labs strives to foster an inclusive environment for all employees, supporting employee resource groups, mentorship circles, and diversity leadership initiatives in the semiconductor industry.
• We actively promote representation in our organization and equity in our recruitment, development, and promotion practices.
• Silicon Labs' Corporate Governance Policy requires that women and minority candidates are included in the pool from which we select new director candidates.
• We partner with universities and nonprofits, providing donations and volunteer support to increase underrepresented groups in engineering and STEM roles.
• We have more than 500 unique learnings in our Silicon Labs University and offer additional libraries of content to ensure we have a robust learning offering for all our employees and continue to expand our core programs to ensure we reach as many employees as possible, personalizing the experience to fit their needs.
• All Silicon Labs employees receive 24 hours of paid time off annually to volunteer and we help direct our global philanthropy programs through local grants and corporate matching gifts for board service and employee giving in the US.

CORPORATE RESPONSIBILITY AND ESG

Advancing Responsible & Sustainable Operations

Sustainability is an integral part of everything we do. Responsible and sustainable practices are threaded throughout our everyday business operations, product design, and technology investments, in both our own internal operations and our relationships with suppliers and customers. We minimize resource use, work with our suppliers to reduce the environmental impact of our production processes, require safe working conditions in our supply chain, and protect the security of our technology infrastructure and data.

We strive to deliver products that meet environmental regulations and requirements and have high standards for our global supply chain partners, prioritizing qualified suppliers who are socially and environmentally progressive. As a fabless semiconductor company, we are committed to working closely with our suppliers to understand climate-related impacts throughout our supply chain as we strive to reduce our carbon footprint.

• We demand excellence in our quality and environmental management systems, each respectively certified to ISO 9001:2015 and ISO 14001:2015 standards.
• Silicon Labs is an EPA Green Power Partner and is committed to increasing our use of renewable energy where available.
• We employ proactive practices to reduce office water usage, including integrated low-flow equipment and reduced landscaping water usage in common areas.
• We actively track waste generation and implement measures to improve our diversion rate with higher availability of recycling and electronic disposal options.
• Silicon Labs joined the Responsible Business Alliance® ("RBA®"), the world's largest industry coalition dedicated to Corporate Social Responsibility (CSR) in global supply chains. In 2023 our major supplier list covered direct suppliers with a cumulative spend of more than 90% in outsourced manufacturing services such as foundry and outsourced assembly and test services (OSATs). 100% of our major suppliers' self- assessment questionaries (SAQ) indicated a low risk for non-conformance to the RBA code.
• In 2023, 100% of our major suppliers involved in the manufacture of Silicon Labs products were required to abide by the RBA code of conduct.
• We recognize the importance of the secure protection of our customer, partner, supplier, and employee data and are committed to continuously strengthening our technology infrastructure and policies, following industry practices and aligning with standards such as the ISO/IEC 27001 and NIST CSF.

PROXY STATEMENT

Matters to be Considered at Annual Meeting

Silicon Laboratories Inc. Proxy Statement

Annual Meeting of Stockholders to be held on April 18, 2024

General

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

Voting

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

Proxies

If the enclosed form of Proxy is properly signed and returned or you properly follow the instructions for telephone or Internet voting, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If the Proxy does not otherwise specify how the shares represented thereby are to be voted, the Proxy will be voted (i) FOR the election of the directors proposed by the Board of Directors, (ii) FOR the approval of the selection of Ernst & Young LLP as our independent registered public accounting firm and

1. FOR the approval of an advisory resolution to approve executive compensation. You may revoke or change your Proxy at any time before the Annual Meeting by filing either a notice of revocation or another signed Proxy with a later date with our Corporate Secretary at our principal executive offices at 400 West Cesar Chavez, Austin, Texas 78701. You may also revoke your Proxy by attending the Annual Meeting and voting during the meeting.

Solicitation

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

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PROXY STATEMENT

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

Deadline for Receipt of Future Stockholder Proposals

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

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