UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of theOF THE

Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934

(Amendment No.)

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LATTICE SEMICONDUCTOR CORPORATION

(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):

April 10, 2018March 23, 2020

TO OUR STOCKHOLDERS:To Our Stockholders:

You are cordially invited to attend the annual meeting2020 Annual Meeting of the stockholdersStockholders (the “Annual Meeting”) of Lattice Semiconductor Corporation, which will be held on Friday,Tuesday, May 4, 2018,5, 2020, at 1:00 p.m. Pacific Time, onTime. Our board of directors has designated that the seventh floor of the US Bancorp Tower, 111 SW 5th Ave, Portland Oregon 97204.Annual Meeting be held at our facility located at 2115 O’Nel Drive, San Jose, California 95131.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the matters to be acted upon at the meeting.Annual Meeting. Included with the Proxy Statement is a copy of our 2017 Annual Report to Stockholderson Form 10-K for the fiscal year ended December 30, 2017.28, 2019 (the “Annual Report”). We encourage you to read the 2017 Annual Report to Stockholders.Report. It includes our audited financial statements and information about our operations, markets, and products.

It is important that your shares be represented and voted at the meetingAnnual Meeting whether or not you plan to attend. Therefore, we urge you to vote your shares as soon as possible. If you received a proxy card and otherpossible as directed in the proxy materials by mail, you may vote online, by telephone, or by signing and dating the proxy card and returning it in the envelope provided.receive. A copy of the Proxy Statement and our 2017the Annual Report to Stockholders isare available online at www.edocumentview.com/lscc. Voting by telephone or over the Internetonline or by returning thea proxy card will ensure your representation at the meetingAnnual Meeting but does not deprive you of your right to attend the meetingAnnual Meeting and to vote your shares in person.at the Annual Meeting.

Sincerely,

Glen HawkJames R. Anderson

Interim Chief Executive Officer

111 SW 5th AVE, SUITE 700

PORTLAND, OREGON 97204

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

May 4, 20185, 2020

TO OUR STOCKHOLDERS:To Our Stockholders:

The 2020 annual meeting of stockholders (the “Annual Meeting”) of Lattice Semiconductor Corporation will be held at our facility located at 2115 O’Nel Drive, San Jose, California 95131 on the seventh floor of the US Bancorp Tower, 111 SW 5th Ave, Portland Oregon 97204, on Friday,Tuesday, May 4, 2018,5, 2020, at 1:00 p.m., Pacific Time, for the following purposes:

Only stockholders of record at the close of business on March 9, 2018,11, 2020 are entitled to vote at the meetingAnnual Meeting or any adjournment or postponement thereof. More information about these business items is described in the accompanying proxy statement.Proxy Statement. Any of the above matters may be considered at the annual meetingAnnual Meeting at the date and time specified above or at anany adjournment or postponement of such meeting.thereof.

All stockholders are invited to attend the meetingAnnual Meeting in person.Whether or not you plan to attend the meeting,Annual Meeting, to assure your representation at the meeting,Annual Meeting, please vote as soon as possible.YouWe are being provided a proxy card and othermaking our proxy materials by mail,available to our stockholders over the internet, and you may vote in person at the annual meeting, orAnnual Meeting, by mail, by telephone or online. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement, together with your proxy card.Statement. A copy of the Proxy Statement and our 20172019 Annual Report to Stockholders accompanies this notice and is alsoonForm 10-K for the fiscal year ended December 28, 2019 are available online at www.edocumentview.com/lscc. Any stockholder of record entitledFor specific instructions on how to vote your shares, please refer to the instructions in the notice you receive in the mail, refer to the section of the Proxy Statement titled “How to Vote,” and if you requested to receive printed proxy materials, your enclosed proxy card.

Please note that we are actively monitoring the health and safety concerns and government recommendations and restrictions related to theCOVID-19 pandemic. In the event it is not possible or advisable to hold the Annual Meeting at a physical location, we will host a virtual-only Annual Meeting. We anticipate making a final decision on the meeting may voteAnnual Meeting location by April 15, 2020, and will announce our decision by press release and posting on our website at https://www.latticesemi.com/ as well as through a filing with the U.S. Securities and Exchange Commission. If you are planning to attend the Annual Meeting, please be sure to check our website for any updates in person at the meeting even if he or she has returned a proxy card or voted by telephone or online.days before the Annual Meeting.

By Order of the Board of Directors

Byron W. Milstead

Secretary

Portland,Hillsboro, Oregon

April 10, 2018March 23, 2020

111 SW 5th AVE, SUITE 700

PORTLAND, OREGON 97204

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

General

Our board of directors (the “Board” or the “board of directors”) is soliciting proxies to be used at the 20182020 annual meeting of stockholders (the “Annual Meeting”) to be held at a facility of Lattice Semiconductor Corporation (the “Company”) located at 2115 O’Nel Drive, San Jose, California 95131, on the seventh floor of the US Bancorp Tower, 111 SW 5th Ave., Portland, Oregon 97204, on Friday,Tuesday, May 4, 2018,5, 2020, at 1:00 p.m., Pacific Time, or at any adjournment or postponement thereof.

This Proxy Statement, our 2017 Annual Report to Stockholders and the proxy card are first being sent on On or about April 10, 2018,March 23, 2020, we will mail to allour stockholders entitled to vote at the meeting.Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2019 Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (the “Annual Report”) via the internet and vote online. The Notice also provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll ine-delivery to receive future Annual Meeting materials electronically.

Please note that we are actively monitoring the health and safety concerns and government recommendations and restrictions related to theCOVID-19 pandemic. In the event it is not possible or advisable to hold the Annual Meeting at a physical location, we will host a virtual-only Annual Meeting. We anticipate making a final decision on the Annual Meeting location by April 15, 2020, and will announce our decision by press release and posting on our website at https://www.latticesemi.com/ as well as through a filing with the U.S. Securities and Exchange Commission (the “SEC”) filing. If you are planning to attend the Annual Meeting, please be sure to check our website for any updates in the days before the Annual Meeting.

Purpose of Annual Meeting

The purpose of this annual meetingthe Annual Meeting is:

meeting.

The board of directors recommends that stockholders vote “FOR” the election of Robin A. Abrams, Brian M. Beattie,James R. Anderson, John Bourgoin, Mark E. Jensen, Anjali Joshi, James P. Lederer, John E. Major, Krishna Rangasayee, and D. Jeffrey Richardson as directors of the Company. The board of directors recommends that stockholders vote “FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The board of directors recommends that stockholders vote “FOR” the approval of the amended Lattice Semiconductor Corporation 2013 Incentive Plan. The board

Internet Availability of directors recommends thatProxy Materials

We are providing access to our proxy materials over the internet. Accordingly, we are sending the Notice to our stockholders vote “FOR”of record as of March 11, 2020 (the “Record Date”) who are eligible to vote. All stockholders will have the approvalability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the amended Lattice Semiconductor Corporation 2011Non-Employee Director Equity Incentive Plan. The boardproxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your future

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proxy materials by email will save us the cost of directors recommends that stockholders vote “FOR”printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the ratificationproxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Our proxy materials include this Proxy Statement and the Annual Report. If you requested a printed version of KPMG LLP as our independent registered public accounting firmproxy materials, these materials also include a proxy card for the fiscal year ending December 29, 2018.Annual Meeting.

Who Can Vote

Record holders of common stock at the close of business on March 9, 2018,the Record Date may vote at the meeting. On March 9, 2018,Annual Meeting. As of the Record Date, there were 124,211,710134,424,807 shares of common stock outstanding. Each stockholder has one vote for each share of common stock owned as of the record date.Record Date. The common stock does not have cumulative voting rights.

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Revoking Your Proxy

You may revoke your proxy at any time before it is exercised by:

2Annual Meeting.

Abstentions are counted as shares present at the meeting for purposes of determining whether a quorum exists. Abstentions have no effect on Proposal 1, the election of directors. Because abstentions will be included in tabulations of the votes cast and shares entitled to vote for purposes of determining whether a proposal has been approved, abstentions have the same effect as negative votes on Proposal 2, the approval of the Company’s named executive officer compensation, and on Proposal 3, the approval of the amended Lattice Semiconductor Corporation 2013 Incentive Plan, on Proposal 4, the approval of the amended Lattice Semiconductor Corporation 2011Non-Employee Director Equity Incentive Plan, and on Proposal 5, the ratification of the appointment of our independent registered public accounting firm.Plan.

If your broker holds your shares in its name (also known as “street name”), the broker is not permitted to vote your shares if it does not receive voting instructions from you on any matters that are not “discretionary”“routine” matters. There are no routine matters being presented at the Annual Meeting. Shares that are not permitted to be voted by your broker are called “brokernon-votes.” Under the Delaware General Corporation Law, brokernon-votes count as being present for purposes of determining whether a quorum of shares is present at a meeting but are not counted for purposes of determining the number of votes cast for or against a proposal. Brokernon-votes will have no effect on Proposal 1, the election of directors, because directors are elected by a plurality of the votes cast. Brokernon-votes also will have no effect on Proposal 2, the approval of the Company’s named executive officers’ compensation on an advisory basis, or Proposal 3, the approval of the amended Lattice Semiconductor Corporation 2013 Incentive Plan, or Proposal 4, the approval of the amended Lattice Semiconductor Corporation 2011Non-Employee Director Equity Incentive Plan, because brokernon-votes will not be included in tabulations of votes cast and shares entitled to vote for purposes of determining whether a proposal has been approved. Brokernon-votes will have no effect on Proposal 5, ratification of the appointment of our independent registered public accounting firm, because brokers or nominees have discretionary authority to vote on this proposal.Plan. We urge you to give voting instructions to your broker on all voting items.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our board of directors is currently comprised of tennine members. Effective atAt the 2018 annual meetingrecommendation of stockholders, the board of directors acted to reduce the number of directors serving on the board of directors from ten to eight. Pursuant to action by the nominating and governance committee of the board of directors, the Company will be nominating eightnine directors named below, at the meeting all to serveforone-year terms ending in 2019.2021. We will vote your shares as you specify when providing your proxy. If you do not specify how you want your shares voted when you provide your proxy, we will vote your shares for the election of the eightnine nominees listed below. If unforeseen circumstances (such as death or disability) make it necessary for the board of directors to substitute another person for the nominee, we will vote your shares for that other person.

The following briefly describes each of the nominees for director. In addition, a description of the specific experience, qualifications, attributes and skills that led our board of directors to conclude that each of the nominees should serve as a director follows the biographical information of each nominee below. For further information regarding the specific skills and qualities of the directors nominees see section “Corporate Governance and Other Matters – Director Qualifications, Skills and Experiences.” Except as otherwise noted, each nominee has served in his or her principal occupation for at least ten years. Each of Messrs. Lederer, Major and Rangasayee (the “New Directors”) have been appointed to our board of directors pursuant to an Agreement, dated March 7, 2018 (the “Agreement”), between the Company and Lion Point Capital, LP, Lion Point Master, LP, Lion Point Capital GP, LLC, Lion Point Holdings GP, LLC, Didric Cederholm and Jim Freeman (collectively, the “Lion Point Group”). Pursuant to the Agreement, the Company (i) increased the size of the Company’s board of directors by three directors, (ii) appointed Messrs. Lederer, Major and Rangasayee to fill the newly created vacancies, and (iii) appointed at least one New Director to the Nominating and Governance Committee and the Audit Committee. Pursuant to the Agreement, the Lion Point Group agreed to certain standstill commitments as previously disclosed in the Company’s Form8-K filed with the SEC on March 13, 2018. There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation in connection with that person’s candidacy or service as a director. There are no family relationships among any of the nominees, our directors or executive officers. There are no material proceedings to which nominees, directors, executive officers or 5% stockholders are adverse to the Company. There have been no legal proceedings involving the nominees, directors or executive officers during the last ten years that the Company believes are material to such person’s integrity or ability to serve as an officer or director.

Nominees

Robin A. Abrams,age 66,68, has served as a director of the Company since 2011. Ms. Abrams served as the Interim Chief Executive Officer of Zilog, Inc. from August 2006 to January 2007 and the Chief Executive Officer of Firefly Communications, Inc. from 2004 to 2006. In addition to leading severalstart-ups, Ms. Abrams also served as President and CEO of Palm Computing, Inc. Prior to Palm, she was President and CEO of VeriFone, a leading global debit/credit card authorization solutions provider. Ms. Abrams also held several key executive positions at Apple, including president of Apple Americas and managing director of Apple Asia. Previously, Ms. Abrams held senior product marketing positions at Norwest Bank (Wells Fargo) and Unisys. Ms. Abrams currently is a member of the boards of directors of FactSet Research, HCL Technologies Ltd., Sierra Wireless, Inc. and a private firm. Ms. Abrams served on the board of directors of Unwired Planet, Inc. (formerly Openwave Systems Inc.) from 2008 until 2013.

Ms.2013.Ms. Abrams brings to the Company extensive executive management experience obtained at Fortune 500 companies, including experience managing operations in both Asia and the United States and experience in highadvance technology.

Ms. Abrams contributes valuable governance experience based on service on a number of public company boards.boards.

Brian M. BeattieJames R. Anderson, age 64,47, has served as a director ofsince joining the Company since July 2016.as President and Chief Executive Officer in September 2018. Prior to joining the Company, Mr. BeattieAnderson served as the ExecutiveSenior Vice President and General Manager of the Computing and Graphics Business OperationsGroup at Advanced Micro Devices, Inc. (“AMD”). Prior to joining AMD in June 2015, Mr. Anderson held a broad range of leadership positions spanning general management, engineering, sales, marketing and Chief Administrative Officerstrategy at companies including Intel, Avago Technologies Limited, and LSI Corporation. Mr. Anderson holds an MBA and Master of Synopsys,Science in electrical engineering and computer science from Massachusetts Institute of Technology, a Master of Science in electrical engineering from Purdue University, and a Bachelor of Science in electrical engineering from University of Minnesota. He has received four patents for innovations in computer architecture. He previously served as a member of the board of directors of Qylur Intelligent Systems, Inc. (Nasdaq: SNPS), until his retirement in December 2017 and as Chief Financial Officer for Synopsys from January 2006 to2020.

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December 2014. PriorAs the Chief Executive Officer, Mr. Anderson provides significant institutional knowledge of the Company and industry knowledge to joining Synopsys, Mr. Beattie was Chief Financial Officer and Executive Vice President of Finance and Administration at SupportSoft, Inc. for 6 years and held various corporate, financial and operational roles at Nortel Networks over a 19 year period. Mr. Beattie served on the board of directors of Unwired Planet, Inc. (formerly Openwave Systems Inc.) from December 2010 until November 2012.

directors. Mr. Beattie brings to the CompanyAnderson’s insight reflects extensive financial and operational experience in the highall aspects of strategy, business management, marketing, engineering, and sales for advanced technology company environment.semiconductor companies.

John Bourgoin,age 72,74, has served as a director of the Company since 2011. Mr. Bourgoin served as President and Chief Executive Officer of MIPS Technologies, Inc. from 1998 until his retirement in 2009. Previously, he had served as Senior Vice President of Silicon Graphics, Inc. from 1996 to 1998, where he established the intellectual property business model for MIPS and orchestrated the MIPSspin-out from Silicon Graphics. Mr. Bourgoin also was employed at Advanced Micro Devices, Inc., where he held various senior positions, including Group Vice President of Microprocessor Products. He also has extensive experience in the programmable logic industry, having served as the Vice President of AMD’s Programmable Logic Division. Mr. Bourgoin served on the board of directors at Micrel, Inc. from May 2010 until August 2015.

Mr. Bourgoin brings to the Company extensive experience in semiconductor and related highadvance technology management, including programmable logic. Mr. Bourgoin has experience in executive management, strategic business development, operations management and other management disciplines derived during his service as a senior executive and chief executive officer.

Mark E. Jensen,age67,age69, has served as a director of the Company since June 2013. Mr. Jensen served as an executive of Deloitte & Touche LLP until his retirement in June 2012. He held a variety of positions, including U.S. Managing Partner-Audit and Enterprise Risk Services, Technology Industry and U.S. Managing Partner-Venture Capital Services Group.Prior to joining Deloitte & Touche LLP, Mr. Jensen was the Chief Financial Officer of Redleaf Group. Earlier in his career, Mr. Jensen was an executive at Arthur Andersen LLP, which he joined in 1978, was admitted to the partnership in 1991, and served as the Managing Partner of the firm’s Silicon Valley Office and leader of the firm’s Global Technology Industry Practice. Mr. Jensen currently serves on the boardsboard of directors of Control4 Corporation and ForeScout Technologies, Inc. and a private company. Mr. Jensen served on the board of directors of Unwired Planet, Inc. (formerly Openwave Systems Inc.) from 2012 until 2015.2015 and Control4 Corporation from 2015 to 2019.

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

Anjali Joshi, age 59, has served as a director of the Company since November 2019. Mrs. Joshi brings more than 30 years’ experience in high-technology engineering and product management. Ms. Joshi was at Google for 12 years, most recently as VP Product Management leading product development for multiple search products having earlier led product management for multiple core business areas. Before joining Google, Ms. Joshi was EVP of Engineering at Covad Communications, a voice and data communications company that she helped grow from astart-up to a public company. She started her career at AT&T Bell Laboratories where she was a member of the technical staff focused on voice and high-speed communications. Ms. Joshi currently serves on the Boards of McClatchy and MobileIron, and is an advisor to ClassKlap, Clinikk Healthcare, and Next Force Technology. She earned a Masters degree in Management Science from Stanford University, a Masters degree in Computer Science from the University at Buffalo, and a Bachelors degree in Electrical Engineering from the India Institute of Technology, Kanpur.

Ms. Joshi brings broad business and management experience at a variety of technology companies as well as insight from her service as a member of public company boards of directors.

James P. Lederer, age57,age59, has served as a director of the Company since March 2018. Mr. Lederer served as Executive Vice President and Officer of Qualcomm Technologies, Inc. and General Manager of Qualcomm

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CDMA Technologies (QCT), its semiconductor division from 2008 until his retirement in 2014. Prior to that role, he held a variety of senior management positions at Qualcomm, leading teams in finance, operations, supply chain, strategy, M&A, legal and product/program management functions beginning in 1997. Prior to joining Qualcomm, Mr. Lederer held various management positions at Motorola and General Motors. Mr. Lederer currently serves on the board of directors of Entegris, Inc. He holds a B.S. degree in Business Administration and an M.B.A. from the State University of New York at Buffalo, where he also serves on the Dean’s Advisory Council for the School of Management.

Mr. Lederer brings to the Company more than 35 years of broad-ranging executive leadership experience, with over two decades focused on the semiconductor, mobile and wireless technology industries.

John E. Major, age72,age74, has served as a director of the Company since March 2018. Mr. Major is President of MTSG, a company that provides consulting,investment, management and governance services, which he founded in 2003. From 2004 to 2006, he served as CEO of Apacheta Corp., a privately held mobile wireless software company.

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Required Vote

The nine nominees receiving the highest number of affirmative votes cast at the meeting,Annual Meeting, in person or by proxy, shall be elected as directors.

If the election of directors at this annual meeting is uncontested and any director receives a greater number of “WITHHOLD” votes than “FOR” votes, then pursuant to our Corporate Governance Policies, such director is required to submit a letter of resignation to the board of directors. The board of directors will ask the nominating and governance committee to consider the resignation and recommend the action the committeeit believes the board of directors should take with respect to such offer of resignation, including acceptance or rejection. Within 120 days of the stockholder meeting,Annual Meeting, the board of directors will act with respect to such offer of resignation.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF ROBIN A. ABRAMS, BRIAN M. BEATTIE,JAMES R. ANDERSON, JOHN BOURGOIN, MARK E. JENSEN, ANJALI JOSHI, JAMES P. LEDERER, JOHN E. MAJOR, KRISHNA RANGASAYEE, AND D. JEFFREY RICHARDSON AS DIRECTORS OF THE COMPANY.

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CORPORATE GOVERNANCE AND OTHER MATTERS

Director Independence

The board of directors has determined that each of our directors, except for Mr. Billerbeck who retired effective March 16, 2018,Anderson, our President and Chief Executive Officer, is independent within the meaning of the applicable rules and regulations of the SEC and the director independence standards of the Nasdaq Stock Market, LLC. (“Nasdaq”), as currently in effect.Nasdaq. Furthermore, the board of directors has determined that each of the members of each of the committees of the board of directors is “independent” under the applicable rules and regulations of the SEC and the director independence standards of Nasdaq, as currently in effect.Nasdaq.

Annual Meeting Attendance

Although we do not have a formal policy regarding attendance by members of the board of directors at our annual meetings of stockholders, directors are encouraged to attend. Ms. Abrams, Mr.and Messrs. Anderson, Beattie, Bourgoin, Mr. Jensen, Lederer, Major, Rangasayee and Mr. Billerbeck, our former President and Chief Executive Officer, who retired from the board of directors effective March 16, 2018,Richardson attended the last2019 annual meeting of stockholders.

Board Meetings and Committees

In fiscal 2017,2019, the board of directors held a total of 85 meetings. The independent directors meet regularly without the presence of management. Mr. John Bourgoin,Richardson, in his capacity as ChairmanChair of the Boardboard of Directors, leddirectors, leads meetings of independent directors in fiscal 2017.directors. Each of our current directors attended or participated in 100%at least 80% of the total number of meetings of the board of directors and 100%at least 80% of the total number of meetings held by allof the committees of the board of directors on which such director served, except for Messrs. Lederer, Major and Rangasayee, who were appointed effective March 13, 2018.served.

Our board of directors currently has three primary standing committees: the audit committee, the compensation committee, and the nominating and governance committee. Each of these committees operates under a written charter adopted by the board of directors. Copies of each of the committee charters are available on our website, https://www.latticesemi.com, at the following address: http://ir.latticesemi.com/phoenix.zhtml?c=117422&p=irol-govHighlights. In December 2015, our“About Us—Investor Relations—Corporate Governance.”

Our board of directors organized a strategic alternatives committee to evaluate strategic options for the Company to maximize stockholder value.

The board has elected to maintain a leadership structure with an independent director serving as the chairman.chair. Although we recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies, we believe our current board leadership structure is optimal for the Company as it provides for strong independent exercise of the board’s oversight responsibilities.

Audit Committee

The Company has a separately designated standing audit committee. The audit committee oversees the accounting and financial reporting process and the external audit process of the Company and assists the board of directors in the oversight and monitoring of (i) the integrity of the financial statements of the Company, (ii) the internal accounting and financial controls of the Company, (iii) compliance with legal and regulatory requirements, and (iv) the qualifications, performance, and independence of the Company’s independent registered public accounting firm. In this capacity, the audit committee is responsible for appointing, approving the compensation of, and overseeing the work of, the independent registered public accounting firm. In addition, the audit committee reviews and approves all work performed by the independent registered public accounting firm. The audit committee meets regularly with management and with our independent registered public accounting firm, which has access to the audit committee without the presence of management representatives.

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meets the financial literacy requirements under applicable Nasdaq rules and that Mr. Jenseneach of the audit committee members qualifies as an audit committee financial expert under applicable SEC rules.

It is management’s responsibility to manage risk on a daily basis and bring to the board of directors’ attention the most material risks to the Company. Although the board of directors has overall responsibility for oversight of risk management with a focus on the most significant risks facing the Company, the board has delegated to the audit committee responsibility for establishment with the Company’s management of a process by which the material risks facing the Company are identified. Each quarter, the committee receives a risk update from management, comprised of a list of major risks faced by the Company and the status of actions taken to mitigate those risks. Throughout the year, the board and the audit committee dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. The audit committee also routinely meets with various Company compliance personnel to obtain a periodic assessment of compliance issues facing the Company.

Compensation Committee

The compensation committee evaluates and, subject to obtaining the agreement of all the independent directors, approves our chief executive officer’sChief Executive Officer’s compensation, approves the compensation of our other executive officers, and reviews succession planning for the chief executive officerChief Executive Officer position. The compensation committee also administers our equity plans and handles other compensation issues.matters. During fiscal 2017,2019, the compensation committee was composed of Mr. Herb (chairman of the committee)Bourgoin (chair), Ms. Abrams, Ms. Joshi (from November 2019), Mr. Bourgoin,Lederer, and Mr. Weber.Rangasayee. The compensation committee met 5 times in fiscal 2017. Messrs. Lederer and Rangasayee were appointed to the compensation committee in March 2018.2019.

The compensation committee, comprised of directors who satisfy the applicable independence requirements of Nasdaq the SEC, and the Internal Revenue Code,SEC, reviews, approves, and administers our executive compensation program. As set forth in the compensation committee charter, the role of the compensation committee is to act for the board of directors to oversee the compensation of our chief executive officerChief Executive Officer and other executive officers, and to oversee the executive officer compensation plans, policies, and programs of the Company. The compensation committee also oversees our employee equity incentive plans and reviews and approves equity grants to our employees.

The compensation committee annually evaluates and, subject to obtaining the agreement of all the independent directors, approves the chief executive officer’sChief Executive Officer’s compensation, including (i) the annual base salary, (ii) the annual cash-based variable compensation program, including the specific goals and target award amounts, (iii) equity compensation, (iv) any employment agreement, severance arrangement, or change in control agreement/provision, and (v) any other benefits, compensation, or arrangements. The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of the chief executive officer,Chief Executive Officer, evaluates his or her performance in light thereof, and considers other factors related to the performance of the Company, including accomplishment of the Company’s long-term business and financial goals.

The compensation committee also annually evaluates and approves for the other executive officers of the Company (i) the annual base salary, (ii) the annual cash-based variable compensation program, including the target award amounts, (iii) equity compensation, (iv) any employment agreement, severance arrangement, or change in control agreement/provision, and (v) any other benefits, compensation, or arrangements. The compensation committee consults with the chief executive officerChief Executive Officer regarding the specific goals established for the other executive officers in connection with the annual cash-based variable compensation program.

The compensation committee also reviews compensation and benefits plans affecting employees in addition to those applicable to executive officers.non-executive employees. We have determined that it is not reasonably likely thatour compensation policies and practices for our employees would haveappropriately manage compensation-related risk and are not reasonably likely to present a material adverse effect onrisk to the Company. The fullentire board of directors considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility. For further information on risk management see “Corporate Governance and Other Matters—Board Risk Oversight.”

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Nominating and Governance Committee

The nominating and governance committee identifies qualified persons to become directors;be nominated as director candidates, recommends candidates for all vacant directorships to be filled by the board of directors or by the stockholders;stockholders, reviews and evaluates the performance of the board of directors and each committee of the board of directors;directors, makes recommendations to the board of directors for nominees to the committees of the board of directors;directors, and oversees compliance with our corporate governance policies. During fiscal 2017,2019, the nominating and governance committee was composed of Ms. Abrams (chair of the committee)(chair), Mr. HerbMajor and Mr. Richardson. The nominating and governance committee met 4 times in fiscal 2017. Mr. Major was appointed to the nominating and governance committee in March 2018.2019.

The nominating and governance committee believes that each of the Company’s directors should have certain minimum personal qualifications, including the following:

The nominating and governance committee evaluates candidates for nomination on the basis of their individual qualifications, and also on the basis of how such individuals would provide valuable perspective or fill a need on the board of directors. Factors in such determination include:

The nominating and governance committee believes that it is necessary for each of the Company’s directors to possess many qualities and skills. The nominating and governance committee typically seeks individuals with extensive experience and who bring a broad range of competencies to the role. When searching for new candidates, the nominating and governance committee considers the evolving needs of both the Company and the board and searches for candidates that fill any current or anticipated future gap. The committee also focuses on issues of diversity, such as diversity of education, professional experience,nominating and differences in viewpoints and skills. Thegovernance committee does not have a formal policy with respect to diversity;

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personally known to members of our board, and our stockholders. From time to time, the committee may solicit proposals for candidates from interested constituencies, or may use paid third-party search firms to identify candidates.

Under the terms of its charter, the committee is obligated to consider in good faith any candidate recommended by one or more of our ten largest unaffiliated stockholders of record, provided that, in the committee’s judgment, the candidate satisfies the criteria for board service set forth in the committee’s charter. The nominating and governance committee evaluates candidates in the same manner regardless of how such candidates are brought to the attention of the nominating and governance committee.

Stockholders who wish to submit names of candidates for our board of directors for consideration by the nominating and governance committee should do so in writing, addressed to the nominating and governance committee, c/o Secretary, Lattice Semiconductor Corporation, 111 SW 5th Ave., Suite 700, Portland,5555 NE Moore Court, Hillsboro, Oregon 97204,97124, and should include the following information:

Additional information may be requested by the nominating and governance committee as appropriate.

In addition, our bylaws permit stockholders to nominate individuals to stand for election to our board of directors at an annual stockholders’ meeting. Stockholders wishing to submit nominations must notify us of their intent to do so on or before the date specified under “Stockholder Proposals—Other Stockholder Proposals and Director Nominations.” Such notice must include the information specified in our bylaws, a copy of which is available from our corporate secretary upon written request.request or can be found filed as an exhibit to our Annual Report, available at www.sec.gov, or on our website.

Strategic Alternatives CommitteeBoard Evaluation

In December 2015,The Company is committed to providing transparency regarding our boardBoard and committee evaluation process. The chairperson of directors organizedthe nominating and governance committee leads the Board’s self-evaluation process, which may vary year to year but generally requires each director to complete a strategic alternativescomprehensive evaluation of the performance of both the Board as a whole and, to the extent applicable, the committees on which the director serves. The results of the directors’ evaluations, supplemented with third-party data, are consolidated and presented to the nomination and governance committee along with areas for enhancement of Board practices. On the basis of the feedback provided during the annual Board and committee evaluation, the Board and committee determine changes to evaluate strategic options for the Company to maximize stockholder value. The strategic alternativesBoard and committee presently consists of Mr. Beattie (Chairman), Mr. Jensen,processes and Mr. Richardson. In 2017, the strategic alternatives committee held a total of 10 meetings.procedures, as appropriate.

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Director Qualifications, Skills and Experience

The nomination 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 as set forth in the table below.

Board Risk Oversight

The Board oversees the Company’s enterprise risk management processes for assessing and managing enterprise-wide risk. In carrying out this responsibility, the Board has delegated primary responsibility to the audit committee for oversight of management’s enterprise risk management process. Each quarter, the audit committee receives a risk update from management, comprised of a list of major risks faced by the Company and the status of actions intended to mitigate such risks. Throughout the year, and at least annually, the Board and the audit committee each review the steps management has taken to monitor and mitigate risks to the Company. The audit committee also routinely meets with various Company compliance personnel to obtain periodic assessment

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of compliance issues facing the Company. The Board or the audit committee also requests, when appropriate, that management conduct additional review of, or reporting on, select enterprise risks.

Cybersecurity Risk Oversight

In addition, the audit committee requires the Company’s management to provide periodic reports regarding the Company’s cyber risk management program. In order to respond to the threat of security breaches and cyberattacks, the Company has taken a proactive approach to data protection consisting of administrative, technical and physical safeguards. More specifically, in 2019 the Company made substantial commitments to enhance cybersecurity, including implementing enhanced firewalls and providing mandatory cybersecurity training to all employees throughout the year. The audit committee regularly briefs the entire Board on these matters, and the Board also receives periodic briefings on cyber threats in order to enhance our directors’ literacy on cyber issues.

Stockholder Communications with the Board of Directors

Stockholders may communicate with the board of directors by writing to us c/o Secretary, Lattice Semiconductor Corporation, 111 SW 5th Ave., Suite 700, Portland,5555 NE Moore Court, Hillsboro, Oregon 97204.97124. Stockholders who would like their submission directed to a member of the board of directors may so specify, and the communication will be forwarded, as appropriate.

Stockholder Engagement

The Company maintains an active dialogue with its stockholders to ensure a diversity of perspectives is thoughtfully considered on issues including strategy, compensation practices, and a broad range of environmental, social and governance (“ESG”) issues. This past year the Company engaged Alliance Partners LLC to coordinate its efforts to solicit feedback from a cross-section of stockholders owning over 46% of the Company’s shares. The stockholder outreach was performed by the Board chair and the compensation committee chair. A summary of this feedback was presented to the nomination and governance committee and the Committee assessed potential updates to our corporate governance practices and policies based on this feedback.

To communicate broadly with our stockholders, we also seek to transparently share information relevant to our stockholders through our Investor Relations website, our Annual Report and this Proxy Statement.

Hedging

The Company’s Insider Trading Policy prohibits our directors, officers, employees, and certain agents (such as consultants and independent contractors) from engaging in short sales of our securities, transactions in publicly-traded options (such as puts and calls) or other derivative securities with respect to our securities, and hedging transactions. These individuals are also prohibited from trading our securities while in possession of material nonpublic information, trading the securities of our customers, suppliers, competitors, potential acquisitions, or partners while in possession of material nonpublic information, holding our securities in margin accounts, and pledging our securities as collateral for loans.

Environmental, Social, and Governance

The Board believes that operating sustainably benefits the Company’s many different stakeholders and drives long-term value creation. We work to conduct our business in ways that are principled, transparent and accountable to stockholders and other stakeholders. We focus our efforts where we can have the most positive impact on our business and society and are committed to managing the risks and opportunities that arise from sustainability issues.

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We seek to retain our employees through competitive compensation and benefits packages and a values-driven culture. We invest in our talent by providing our employees with training, mentoring, and career developmentopportunities--all of which enables us to hire and retain talented, high-performing employees. Some recent examples of our workplace and diversity efforts include regular engagement surveys of our employee base, the establishment of leadership teams to support the development of our culture and provide management feedback on business initiatives, and focus on enhanced diversity on our Board and in senior management.

With more than 750 global employees, we believe our greatest asset for driving this change is the commitment of our employees to driving meaningful impact in their communities. Through our employee efforts, we have provided support to community activities such as Habitat for Humanity in several localities within Oregon and California.

In effort to operate sustainably and reduce our carbon footprint, we have expanded our environmental stewardship through various initiatives, including local recycling initiatives and the provision of electric-vehicle charging stations for employee use.

We are continuing to assess our contributions and opportunities related to sustainability. As such, we have formed a task force that will guide our future ESG strategy.

Audit Committee Report

The responsibilities of the audit committee are fully described in the audit committee charter. Management is responsible for maintaining our financial controls and preparing our financial reports. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and our internal control over financial reporting in accordance with generally accepted auditingthe standards of the Public Company Accounting Oversight Board (United States) and for issuing audit reports. The audit committee’s responsibility is to execute the audit committee charter and oversee these processes. In fulfilling its responsibilities, the audit committee has reviewed and discussed the audited financial statements contained in our Annual Report on Form10-K for the year ended December 30, 201728, 2019 with management and our independent registered public accounting firm.

The audit committee discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, adopted by the Public Company Accounting Oversight Board and Rule2-07 of RegulationS-X, Communications with Audit Committees. In addition, the audit committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with our independent registered public accounting firm the independent accountant’s independence from Latticethe Company and our management.

Based upon the audit committee’s discussions with management and our independent registered public accounting firm and the audit committee’s review of the representations of management, the reportreports of our independent registered public accounting firm, and the information referenced above, the audit committee recommended that the board of directors include the audited consolidated financial statements in our Annual Report on Form10-K for the year ended December 30, 2017,28, 2019, for filing with the SEC.

Audit Committee

Mark E. Jensen, ChairmanChair

Brian M. BeattieRobin Abrams

D. Jeffrey RichardsonJames P. Lederer

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PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

We are asking stockholders to approve anon-binding advisory resolution on the Company’s named executive officer compensation as disclosed in this proxy statement.Proxy Statement. As described below in the “Executive Compensation—Compensation Discussion and Analysis” section of this proxy statement, the compensation committee has structuredbelieves that we should make our executive compensation programarrangements and practices clear and transparent to attract, motivate and retain highly qualified employees,stockholders. The compensation committee endeavors to align our executives’ interests with those of our stockholders, to attract, motivate and retain highly qualified executives, and to provide our executivesexecutive team with certain additional compensation when they achieve superior financial results are achieved.results. The compensation committee and the board of directors believe that the compensation policies and procedures articulated in the “Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our goals.

We urge stockholders to read the “Executive Compensation” section of this proxy statement beginning on page 1417 of this proxy statement, including the “Compensation Discussion and Analysis” that discusses our named executive compensation for fiscal 20172019 in more detail, as well as the “SummarySummary Compensation Table”Table and other related compensation tables, notes and narrative, appearing on pages 14 through 39 of this proxy statement, which provide detailed information on the compensation of our named executive officers.

In accordance with recently adopted Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to approve the following resolution at the 2018 annual meeting of stockholders:Annual Meeting:

RESOLVED, that the stockholders of Lattice Semiconductor Corporation (the “Company”) approve, on anon-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Company’s 20182020 annual meeting of stockholders.

Although this proposal, commonly referred to as a“say-on-pay” vote, is an advisory vote that will not be binding on the board of directors or the compensation committee, the board of directors and the compensation committee will consider the results of this advisory vote when making future decisions regarding our named executive officer compensation programs. Stockholders have an opportunity to cast such an advisory vote annually, therefore, your next opportunity to do so will be at the 2018 annual meeting of stockholders.Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT

THE STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS,

OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION

The Executive Officers of the Company

The following individuals currently serve as our executive officers:

Glen Hawk, 56,James R. Anderson, 47, joined the Company as the President and Chief Executive Officer on September 4, 2018. Prior to joining the Company, Mr. Anderson led the Computing and Graphics business group at AMD. Prior to joining AMD in 2015, Mr. Anderson served at Intel Corporation from November 2014 to May 2015. Prior to Intel, Mr. Anderson spent nearly a decade at Avago Technologies Limited and LSI Corporation in a variety of leadership positions spanning general management, engineering, sales, marketing, and strategy.

Sherri Luther,54, joined in the Company as Chief Financial Officer in January 2019. Prior to joining the Company, Ms. Luther was a senior financial executive at Coherent Inc. for over sixteen years, and most recently served as its Corporate Vice President of Finance. Prior to joining Coherent Inc., Ms. Luther held a number of senior finance and accounting positions at companies including Quantum, Ultra Network Technologies and Arthur Andersen. Ms. Luther is a Certified Public Accountant in the State of California.

Stephen Douglass,58, joined the Company as Corporate Vice President of Research and Chief Marketing Officer on May 4, 2015 and was appointed to the new role of Chief Operating Officer on November 6, 2015. Mr. Hawk was named as Interim Chief Executive Officer effective March 16,Development in September 2018. Prior to joining the Company, Mr. Hawk served asDouglass was a senior executive at Xilinx, Inc. for 20 years serving in a variety of leadership positions, including Corporate Vice President Sales and Support, Vice President and General ManagerGM of the NAND Solutions Group at Micron Technology.Advanced Products Division, and Vice President of Product Development. Before joining Micron in May 2010,Xilinx, Mr. Hawk was Vice President, General Manager of the Embedded Business Group at NumonyxDouglass held various technical and wasbusiness and leadership roles at Intel for 22 years in both engineering and business functions, including General Manager of Intel’s Flash Products Group. Mr. Hawk started his career at Monolithic Memories developing Programmable Array Logic technologies.Corporation.

Maxwell J. Downing, 52Esam Elashmawi,, 51, joined the Company as Vice President, FinanceChief Marketing and Corporate ControllerStrategy Officer in July 2012 and became Interim Chief Financial Officer effective April 2, 2016 and was appointed to Corporate Vice President and Chief Financial Officer effective February 22, 2017.September 2018. Prior to joining the Company, Mr. DowningElashmawi served as Corporate ControllerSenior Vice President and General Manager at Novellus Systems, Inc. from September 2007 to July 2012.Microsemi Corporation. Mr. Downing held various finance controller positionsElashmawi previously served as Vice President of Product Development at IntelActel Corporation, from September 2000 to September 2007. Prior to joining Intelwhich Microsemi Corporation acquired in 2010. Earlier in his career, Mr. Downing held auditing andElashmawico-founded SiliconExpert Technologies, a component management positions at KPMG.software company, which was acquired by Arrow Electronics.

Byron W. Milstead, 61,63, joined the Company in May 2008 as Corporate Vice President, General Counsel, and Corporate Secretary. In January 2013, Mr. Milstead additionally was appointed to serve as President and General Manager of Lattice SG Pte. Ltd., the Company’s wholly-owned sales and distribution subsidiary in Singapore. Prior to joining the Company, Mr. Milstead served as Senior Vice President and General Counsel of Credence Systems Corporation from December 2005 to May 2008. Mr. Milstead served as Vice President and General Counsel of Credence Systems Corporation from November 2000 until December 2005. Prior to joining Credence Systems Corporation, Mr. Milstead practiced law at the Salt Lake City office of Parsons Behle & Latimer and the Portland offices of both Bogle and Gates and Ater Wynne.

Compensation Discussion and Analysis

This compensation discussion and analysis details the objectives and designs of our executive compensation strategy, which was specifically implemented to align the interests of our executives with the interests of our stockholders and strategies as we focus on our core business of FPGA solutions. For fiscal 2019, our named executive officers were:

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Fiscal 2019 Performance

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

For fiscal 2019, we achieved strong growth and significantly improved business results, including:

Asnon-GAAP operating income and revenue were elements of our annual cash incentive compensation program for fiscal 2019, these results provide context for stockholders reviewing our executive compensation disclosures.

Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for a more detailed discussion of our fiscal 2019 financial results.

Results of 2019 Stockholder Advisory Approval of Named Executive Officer Compensation

At the Company’s 2019 annual meeting of stockholders, we requested our stockholders to approve, on an advisory(non-binding) basis, the compensation of the Company’s named executive officersfor fiscal 2018 as reported in the proxy statement for the 2019 annual meeting of stockholders. The Company’s stockholders expressed substantial support for the named executive officers’ compensation, with approximately 73% of the votes cast approving, on an advisory basis, of our“say-on-pay” proposal. After receiving and reviewing the results of this advisory vote, we engaged with our stockholders as described in the following section.

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Stockholder Engagement

In fiscal 2019, following the 2019 annual meeting of stockholders, we reached out to 10 of our institutional stockholders who, in the aggregate, held 46% of our stock at the time of the 2019 annual meeting of stockholders. The purposes of this engagement were to permit our board chair and compensation committee chair to discuss governance topics, including our compensation philosophy and the key elements of our executive compensation program, address any changes to our compensation practices (in particular, updates to our practices updated in response to issues identified by ISS and Glass Lewis), and solicit stockholder feedback. The result of this outreach was meetings with six of those stockholders, who held 29% of our stock at the time of the 2019 annual meeting of stockholders.

Compensation Risk Management

Our executive compensation program includes a number of key features intended to manage risk, including:

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Compensation Philosophy

We believeOur executive compensation strategy is heavily weighted towards variable and equity compensation to reinforce the following principles:

The compensation committee believes that we should make our executive compensation arrangements and practices should be clear and unambiguous, and should be fully approved by the compensation committee and disclosedtransparent to stockholders. We endeavor to attract, motivate and retain highly qualified employees, to align our executives’ interests with those of our stockholders, and to provide our executives with certain additional compensation when superior financial results are achieved.

We believe ourOur senior management has the highest potential to impact our business results, and thus, variable, performance-based cash compensation should constitute a highermaterial percentage of our executives’ overall potential cash and equity compensation. We also believe thatseek to measure senior management performance should be measured primarily by business results that are linked to stockholder interests.

We striveseek to maintain an egalitarian culture in which the compensation programs offered to all employees are aligned to ensure consistent effort to achieve financial and operational goals, and thus, to increase stockholder value. We believe that senior management should be held to the same standards as other employees. Therefore, we offer only limited enhanced benefits to senior management, and only with a direct business purpose.

We believe thatdirectly link cash-based variable compensation of executive officers should be directly linked to our short-term or annual performance, while we align longer-term incentives, such as equity compensation, should be aligned with the objective of enhancing stockholder value over the long term. We believe the use of equity compensation, including performance-based equity compensation, strongly links the interests of Company management to the interests of our stockholders.

We also strive to maintain compensation programs that ensure consistent effort to achieve financial and operational goals.

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These factors provide the framework for decision-making by the compensation committee with Canyon Bridge Acquisition Company, Inc., a Delaware corporation, and Canyon Bridge Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary, providing for acquisition of the Company by Canyon Bridge during fiscal 2017. The Merger Agreement contained operating covenants that restricted changesrespect to the compensation of the Company’seach of our executive officers during the pendency of the transaction, which was subject to certain closing conditions including clearance by the Committee on Foreign Investment in the United States (“CFIUS”) under the Defense Production Act of 1950, as amended. As a result of these operating covenants, no adjustments were made to the base salaries and annual cash-based incentive compensation targets of Company executives duringofficers.

During fiscal 2017.

After the termination of the Merger Agreement, as part of its process for reviewing and approving executive compensation during fiscal 2017,2019, the compensation committee used market data for a peer group principally comprised ofmid-sized technologysemiconductor and semiconductor equipment companies with significant operations in California andor Oregon. Due to consolidating acquisitions amongmid-sized technology companies, the compensation committee reconstituted our peer group in 2017. Market data was collected and analyzed with the assistance of Compensia, Inc.Compensia. Peer group comparisons were judged in part with reference to the relative size and financial performance of the Company and the members of the peer group.

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For reviewing and approving executive compensation during fiscal 2017,2019, the peer group remained unchanged from fiscal 2018 and was made up of publicly-traded companies in the semiconductors and semiconductor equipment industry that, with the exception of Xcerra Corporation (which had been acquired in 2018), had the following financial characteristics as of February 1, 2019: revenue over the previous four quarters between $200 million and $1.2 billion, market capitalization between 0.4 to 6 times revenue, and gross profit between $75 million to $550 million. This peer group consisted of the following companies:

Alpha & Omega Semiconductor Ltd.

Ambarella Inc.

Axcelis Technologies, Inc.

Cohu, Inc.

Diodes Incorporated

Ichor Holdings Ltd.

Inphi Corporation

MACOM Technology Solutions

MaxLinear, Inc.

Mellanox Technologies, Ltd.

Nanometrics Incorporated

NeoPhotonics Corporation

Power Integrations, Inc.

Rambus Inc.

Semtech Corporation

Silicon Laboratories,Xcerra Corporation (acquired by Cohu, Inc.)

Xperi Corporation

The compensation committee analyzedreviewed the market data primarily to ensure that the executive compensation program as a whole was competitive with compensation programs at peer group companies.companies so that we could attract, retain and motivate a high-performing team in connection with the executive transition. The compensation committee did notsought to generally target a specific position inmatch the rangecompensation of market data for each individual executive or for each component of compensation.executives with comparable executives from peer companies. In determining the amounts of each component of compensation for each executive officer, the compensation committee considered its judgment as to executive’s expected level of responsibility, prior experience, past job performance, contribution to the Company’s success, capability and results achieved, and reviewed the benchmarkmarket data. The compensation committee did not generally apply formulas or assign these factors specific mathematical weights, but rather exercised its business judgment and discretion.

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Base Salary

Base salary is intended to compensate our named executive officers for services they provide to us during the fiscal year. Base salaries for our named executive officers for fiscal 20172019 were set based on competitive factors including the need to attract and retain and motivate superior performance by our executive officers, the historic salary structure for various levels of responsibility within the Company and the experience of the executive officer. The compensation committee periodically conducts surveys of companies in our industry in order to determine whether our executive base salaries are in a competitive range. The compensation committee’s review of salaries for 20172019 indicated that the average of our named executive officer salaries fell betweenbelow the 1050^th and 80^thpercentile of salaries for comparable positions at peer companies. In reviewing theThe compensation committee did not make any adjustments to our named executive officers’ base salary for the Company’s chief executive officersalaries for fiscal 2017,2019, but the compensation committee reviewed survey data relating to peer companies in our industry and determined that the salary fell between the 35th and 40th percentile of salaries for this position. The compensation committee intends in the future to continue to review and to make annual adjustments to the base salarysalaries of the chiefour named executive officer during its regularly scheduled board meeting during the first fiscal quarterofficers to generally align thetheir base salary of the chief executive officersalaries to salaries paid to comparable officers at peer companies and in connection with the review of executive officer and other employee performance.

management objectives was 85%62.5%, resulting in a payment to each of our named executive officers under the 20172019 Cash Plan equal to the personnel other than the chief executive officer, other36.4% of his or her target cash award. The actual amount of each cash award paid to our named executive officers and corporate vice presidents of $4.3 million under the 20172019 Cash Plan based on achievement of quarterly targets applicable to personnel other thanis set forth in the chief executive officer, other executive officers and corporate vice presidents and management objectives determined by the compensation committee. The compensation committee determined that the pendency of the proposed merger transaction with Canyon Bridge and associated compliance with Merger Agreement operating covenants had delayed the Company’s implementation of operating expense reduction measures and affected GAAP operating income. Based in part on this determination, the committee exercised its discretion to increase the bonus payments to all personnel including the chief executive officer, other executive officers and corporate vice presidents to 68.3% of annual target. The Company paid to the personnel other than the chief executive officer, other executive officers and corporate vice presidents an additional $1.7 million under the 2017 Plan as a discretionary increase. The aggregate amount paid to the chief executive officer, other executives and corporate vice presidents under the 2017 Plan was $.9 million.table below.

used for the PRSU awards granted before August 2019 (which was based on a Monte-Carlo simulation) to use the same methodology to determine the number of shares subject to the time-based RSUs to (i) be more consistent with the methodology used by other companies in our compensation peer group, (ii) use a burn rate capmethodology similar to the one used by Institutional Shareholder Services (“ISS”), and (iii) avoid misalignment of expectations, since the new methodology is more transparent and easier to understand. In particular, the compensation committee believed that the new methodology would be more stockholder friendly because it would be certain to result in at least 50% of the number of equity awards grant beingperformance-based. However, since the grant date fair value of each PRSU award is determined based on annual equity grants.a Monte-Carlo simulation, the target grant value of each PRSU award granted in August 2019 (which is listed in the table below) is different from the value of such award reported in the Stock Awards column of the Summary Compensation Table below. The compensation committee intends thesefuture grants to our named executive officers to be competitive and generally comparable with similar grants to namedsimilarly situated executive officers byof companies in our peer group based on our valuation of the grants using the Black-Scholes valuation model.grants.

Index (the “2018 TSR PRSU Awards”). The chair determined that the Company’s TSR ranked above the 75^th percentile and, therefore, the following percentage of the Company’s common stock comparedtarget number of PRSUs covered by the first tranche of the awards had vested: (i) 250% for Mr. Anderson and (ii) 200% for Messrs. Douglass, Elashmawi, and Milstead. In addition, Mr. Bourgoin determined the level of achievement with respect to an index of other semiconductor companies. Intheperformance-based option granted to Mr. Milstead in fiscal 2017, the compensation committee made annual replenishment grants during its regularly scheduled board meeting during the fourth fiscal quarter. For 2017, 2016 and 2015, the compensation committee granted performance based stock options that vestwhich vested based on the computationTSR of the60-day trailing average Company relative to the SOX Index. Mr. Bourgoin determined that the maximum level of the Company’s stock price at the end of the two year measurement period divided by the60-day trailing average of the Company’s stock price at the beginning of the measurement period. Using this ratio, the performance will be compared with similar ratios for each company in the SOXX indexhad been achieved and the percentile rank determined. Performance based stock options will vest at the target grant amount where the Company’s performance meets or exceeds the performance of the 50th percentile of the peer group up to a maximum of 200% of the target grant amount for maximum performance. The determination period forshares subject to the performance-based stock options grantedoption vested.

Severance Arrangements

We have entered into employment agreements (which were amended in 2015 ended on February 6, 2017. During the determination period for the performance-based stock options granted in 2015, the increase in the price of the company’s common stock measured as required by the grant conditions ranked the Company 17th among the 25 companies in the SOXX index. Accordingly, under the 2015 grant,2020) with our named executive officers that provides each named executive officer earnedwith severance payments and benefits in connection with the termination of his or her employment under certain circumstances. These severance arrangements help retain our named executive officers and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment (including in connection with a number of stock options equalchange in control), which allows our named executive officers to thirty-three percent (33%)focus on their duties and responsibilities. Please see the section “Potential Payments upon Termination orChange-in-Control” below for a summary of the target grant amount.material terms and conditions of these severance arrangements.

Certain Executive Officer and Other Compensation Polices

Equity Compensation Plans Prohibit Repricing Stock Options Without Stockholder Approval

The Company’s 2013 Incentive Plan, 2011Non-Employee Director Equity Incentive Plan and 1996 Stock Incentive Plan expressly prohibit the repricing of stock options without stockholder approval.

Stock Ownership and Retention Requirements

In 2011, the Board adopted the requirement under theThe Company’s Corporate Governance Policies include a requirement that the Company’s chief executive officer,Chief Executive Officer, not more than five years after the date of initial employment, maintain ownership of the Company’s stock equal in value to three times the chiefChief Executive Officer’s base salary.

The Company’s Corporate Governance Policies include a requirement that thenon-employee directors of the Company, not more than five years after the date of initial election to the Board, maintain ownership of the Company’s stock equal in value to three times the director’s annual cash retainer unless doing so would impose a financial hardship on the director. Additionally, the director must retain and not sell during their tenure on the Board at least fifty percent of the shares of Company stock acquired while service as a director through the exercise of vested stock options or restricted stock or other equity grants.

Insider Trading Policy

The Company’s Insider Trading Policy prohibits our employees (including our named executive officer’s base salary.officers) from (i) trading our securities while in possession of material nonpublic information, (ii) trading the securities of our customers, suppliers, competitors, potential acquisitions, or partners while in possession of material nonpublic information, and (iii) engaging in short sales, trading in derivative securities, entering into hedging transactions, pledging our securities as collateral for loans, and holding our securities in margin accounts.

Restitution or Recovery Policy

Since 2011, theThe Company’s Corporate Governance Policies have providedprovide that the Company will seek to recover, at the direction of the compensation committee after it has considered the costs and benefits of doing so, and to the extent permitted by applicable law, incentive compensation awarded or paid to an executive officer of the Company for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment.

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Other Executive Benefit Arrangements and Gross Ups

In 2011, theOur compensation committee has adopted a policy eliminating the payment of all taxgross-ups for the Company’s executive officers except for taxgross-ups for relocation expenses.

Accounting and Tax Considerations

In determining the compensation programs, practices and packages offered to the Company’s executive officers for fiscal 2017,2019, the compensation committee took into consideration the accounting and tax effects of each component of compensation and aims to keep the compensation expenses associated with such programs, practices and packages within reasonable levels.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of 2017 Stockholder Advisory Approval of Named Executive Officer Compensation

At the Company’s 2017 annual meeting of stockholders, we requested our stockholders to approve, on an advisory(non-binding) basis, the compensation committee during 2019 were Mr. Bourgoin, Ms. Abrams, Mr. Lederer, Mr. Rangasayee, and Ms. Joshi. None of the Company’s named executive officersfor fiscal 2016 as reported in the proxy statement for the 2017 annual meetingmembers of stockholders. The Company’s stockholders expressed substantial support for the named executive officers’ compensation, with approximately 96.16% of the shares present and entitled to vote for approval, on an advisory basis, of this“say-on-pay” proposal. Because of this high level of support expressed by our stockholders, the compensation committee was or is one of our officers or employees, nor has continued to apply a similar approach for namedany member of the compensation committee had any relationship requiring disclosure under Item 404 of RegulationS-K under the Securities Exchange Act of 1934. None of our executive officers serves as a member of the board of directors or compensation decisionscommittee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

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COMPENSATION COMMITTEE REPORT

We have reviewed and policies.discussed with management the Compensation Discussion and Analysis to be included in this Proxy Statement filed pursuant to Section 14(a) of the Exchange Act. Based on the reviews and discussions referred to above, we recommended to the board of directors that the Compensation Discussion and Analysis referred to above be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 28, 2019 and this Proxy Statement for the 2020 Annual Meeting.

2017Compensation Committee

John Bourgoin, Chair

Robin A. Abrams

James P. Lederer

Krishna Rangasayee

Anjali Joshi

2019 Summary Compensation Table

The following table sets forth summary information concerning compensation for our named executive officers, which includes our CEO, our CFO, each individual who served in such capacitiesas Chief Executive Officer or Chief Financial Officer during our fiscal year ended December 30, 2017,28, 2019 and our other executive officers foras of the end of fiscal 2017.2019.

20172019 All Other Compensation Table

The following table sets forth information concerning items included in the All Other Compensation column of the Summary Compensation Table for the fiscal year ended December 30, 2017.28, 2019.

20172019 Grants of Plan-Based Awards Table

The following table sets forth information regarding plan-based awards granted during the fiscal year ended December 30, 201728, 2019 to each of our named executive officers.