This Proxy Statement contains the information that a stockholder should know before voting on the proposals described in the Notice. This introduction highlights certain information contained in this Proxy Statement as well as other relevant information. You should read the entire Proxy Statement carefully before voting.

In 1976 we started a business to connect instruments with software and personal computers that transformed how engineers test and measure technological innovations. Decades later that vision continues to drive our call for companies to Engineer Ambitiously. NI’s enterprise approach to test combines our deep expertise with software that connects systems and data. This approach is revolutionizing how enterprises use test insights to drive their product and business performance. We are always pushing to create new technology that empowers our customers to solve the world’s toughest challenges.

We continue to experience strong demand from our customers across all geographic regions and end markets that we serve, with the value of total orders during 2022 increasing by approximately 10% compared to the same period in 2021. We remain focused on key areas our customers are investing in, such as wireless semiconductors and electronics, vehicle electrification and active safety systems. While we expect to continue experiencing some challenges related to supply chain constraints, we are optimistic about our ability to maintain competitive lead times while continuing to maintain higher backlog levels, and we remain committed to our target of delivering at least 300 bps of non-GAAP operating margin improvement in 2023.

Our overarching goal is to be the leader in software-connected automated test and automated measurement systems. This core strategic vision provides a framework to help us achieve our financial goals of accelerated growth and enhanced profitability by:

We are deliberate about the market opportunities we pursue to accelerate growth by targeting applications where we believe our systems can provide significant value to our customers. We believe our long-term track record for innovation and our differentiation in the market helps support the success of our customers, employees, community, and stockholders.

We utilize our expertise to partner with engineers and enterprises around the world to push the limits of innovation. We help our customers solve current and future test challenges, and reach speed, scale and efficiency across their product development cycle.

Our business has undergone a transformation to improve performance, enhance customers engagements, and align investments to high growth opportunities. We remain focused on accelerating our strategy for sustainable long-term growth, executing on our business goals, winning in our markets, and delivering increased value to all stakeholders.

We believe our financial performance in 2022 is a direct result of strategic changes made over the last several years. We believe the transparency of our strategy has enabled our employees to better understand how their role can make an impact toward achievement of our short- and long-term financial targets.

We place a high degree of emphasis on employee engagement globally and believe that job satisfaction, clear career paths, and the difference our employees can make to our customers and society through engineering ambitiously will lead to a high performing global workforce. Our employees are a diverse community of problem-solvers who share a passion for positive impact and personal growth. Everyone brings something unique and is a vital member of an inclusive high performing team. When asked, NIers around the world say that our people are why they work here.

Our employee engagement scores have increased over the last three years when organizational change was at its highest. Successful retention of our talent is a key measure of our sustainability as an organization and thus a strategic focus for our executive leadership team.

Our Core Values are the principles that guide the way we behave, the work we do, and the decisions we make. They are the foundation of our culture and determine how we engage with our customers, communities, and each other.

We believe these values represent the strong culture of NI and how we want to be seen both internally at NI and externally with all our stakeholders. These are the values that we assess in both recruiting and retention.

We are focused on creating long-term value for all our stakeholders. Our ability to accelerate growth and generate profit delivers value to our customers, employees, stockholders, and community. Customers benefit from our continued investment in our technology and the expertise to support their success and technology needs. Employees benefit through the creation of opportunities for personal career growth and development. Stockholders benefit from receiving a solid return on the investment they make in us. Our success benefits our community of developers that build on our technology as well as the communities where we live, work, and give back.

We believe businesses of all kinds should be a leading force for good. This is the right thing to do and is vital to our long-term stability as part of a diverse and interconnected system — our company, our communities, and our planet — that must work together to survive and thrive. Our corporate impact work is critical to fulfilling the promise of NI’s 100-year plan: to deliver consistent, lasting value for all our stakeholders across time.

Our corporate impact strategy outlines how we will put our people, partners, and products to work to benefit society and the planet. The strategy is based on a materiality analysis and interviews conducted with stakeholders, including NI stockholders, leaders, employees, suppliers, partners, and customers to identify the areas where our potential for impact meets our unique role as test and measurement engineering leaders. It sets out a vision for a more just and sustainable world that is focused on three core ideas: changing the faces of engineering; building an equitable and thriving society; and engineering a healthy planet. We measure our success through 15 ambitious goals for 2030. Progress to these goals and greater details on our corporate impact strategy can be found on our website at www.ni.com/en-us/about-ni/corporate-impact.html.

Proper governance of Environment, Social and Governance (“ESG”) programs and initiatives like these are structured to ensure efforts are truly cross-functional and collaborative while delivering on their goals.

The Board oversees ESG matters through its governance, audit, and compensation committees. Key members of the executive leadership team (“ELT”) provides management guidance through the Corporate Impact Council that meets regularly.

In recent years we have actively solicited the perspectives of many of our stockholders to help identify focus areas and priorities for the coming year. For example, outreach efforts in the fourth quarter of 2022 included requesting calls with our top 20 institutional stockholders. The discussions held with those who accepted our invitation were directed primarily toward the resiliency of our business and the importance of our culture. Topics of discussion included, among others: (i) elevation and progress of diversity initiatives since 2020; (ii) launch of our first Corporate Impact metrics report; (iii) our continued focus on environmental initiatives; and (iv) our executive compensation program.

Each year the constructive and candid feedback we receive during these investor meetings helps inform our priorities, assess our progress, and enhance our corporate governance practices and disclosures.

In prior years, we have taken action to enhance our governance practices in response to stockholder feedback. The following are some of the steps that we have taken in order to address issues our stockholders and other members of the investment community have identified as priorities.

We will continue to consider other actions we should take in response to our stockholder feedback and will continue to enhance our stockholder engagement program in order to consistently engage with, listen to, and learn from our stockholders.

In considering each of our directors, the Board and the Nomination & Governance Committee has evaluated a potential director’s background, qualifications, attributes and relevant skills. The Board and the Nomination & Governance Committee have considered those nomination criteria described below, as well as the value of the relationships directors have formed while working together on the Board and the deep knowledge of NI they have developed as a result of such service. The Board and the Nomination & Governance Committee also evaluated each of the director’s contributions to the Board and role in the operation of the Board as a whole.

We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and relevant skills, and represent a balance of experience with NI and a fresh perspective. The table below summarizes some of the experience, qualifications, attributes and skills of our directors. This high-level summary is not intended to

be an exhaustive list of our directors’ skills or contributions to the Board, but an identification of special expertise or prominence that a particular director may bring to the Board as a whole. Further information on each director, including his or her specific experience, qualifications, attributes and skills, is set forth in the biographies of this Proxy Statement.

 

Our Board is divided into three classes, with the terms of the Class II directors expiring this year. Upon recommendation from the Nomination & Corporate Governance Committee, the Board has nominated Mr. Michael E. McGrath and Mr. Alexander M. Davern for election at the Annual Meeting to serve for a term of three years.

The Board of Directors (the “Board”) of National Instruments Corporation, a Delaware corporation (“NI” or the “Company”), has made proxy materials available to you on the internet or, upon your request, has delivered printed versions of proxy materials to you by mail, in connection with the Board’s solicitation of proxies for use at NI’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 9, 2023, at 9:00 AM, Central Daylight Time, or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/‌NATI2023.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), NI is furnishing proxy materials to NI’s stockholders on the internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We anticipate that the Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about March 27, 2023.

NI's corporate offices are located at 11500 North Mopac Expressway, Austin, Texas 78759. NI’s general corporate telephone number is (512) 683-0100.

Some brokers and other nominee record holders may be participating in the practice of “householding” notices of internet availability of proxy materials, proxy statements and annual reports. This means that, unless NI has received instructions to the contrary, only one copy of the Notice of Internet Availability of Proxy Materials may have been sent to multiple stockholders living in the same household. We will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials to any stockholder who contacts our investor relations department at 11500 North Mopac Expressway, Austin, Texas 78759, (512) 683-5215, requesting such copies. If stockholders living in the same household are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or the printed versions of such other proxy materials and would like to receive a single copy of these documents in the future, the stockholders should contact their broker, other nominee record holder, or our investor relations department to request mailing of a single copy of any of these documents.

Stockholders of record at the close of business on March 13, 2023 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 131,496,338 shares of NI’s common stock, $0.01 par value, were issued and outstanding.

Every stockholder of record on the Record Date is entitled, for each share held, to one vote on each proposal that comes before the Annual Meeting. In the election of directors in Proposal One, each stockholder will be entitled to vote for two nominees and the two nominees with the greatest number of votes will be elected. However, pursuant to the terms of our Corporate Governance Guidelines, any nominee for director in an uncontested election who receives a greater number of “withhold” votes than votes “for” such election shall promptly tender his or her resignation following certification of the stockholder vote. See “Proposal One: Election of Directors—Vote Required; Recommendation of the Board of Directors” for additional information on these guidelines.

The affirmative vote of a majority of the shares of NI common stock that are present at the meeting (electronically) or by proxy, and entitled to vote, will be required to approve Proposals Two, Three, and Four.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote on the internet, by telephone or, if you received a paper copy of the proxy materials, by completing, signing and mailing the proxy card enclosed therewith in the postage-prepaid envelope provided for that purpose. Voting over the internet, by telephone or by written proxy will ensure your representation at the Annual Meeting, if you do not attend and vote via live webcast. For specific instructions on how to vote your shares, please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or the proxy card if you received a paper copy of the proxy materials.

The cost of this solicitation will be borne by NI. NI may reimburse expenses incurred by brokerage firms and other persons representing beneficial owners of shares in forwarding solicitation materials to beneficial owners. Proxies may be solicited by certain of NI’s directors, officers and other employees, without additional compensation, personally, by telephone or by email.

In addition, NI has retained McKenzie Partners, Inc. to assist with proxy solicitation for an estimated fee of $15,000, plus out-of-pocket expenses.

Abstentions will be counted for purposes of determining (i) the presence or absence of a quorum for the transaction of business, (ii) for purposes of determining the number of outstanding shares entitled to vote and voted, at the meeting (electronically) or by proxy, and (iii) for purposes of determining the number of shares issued and outstanding and entitled to vote. Thus, abstentions will have the same effect as a vote against Proposals Two, Three, and Four. There is no voting option to abstain with respect to Proposal One.

A broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (such as the ratification of our independent registered public accounting firm in Proposal Four), or if you provide instructions on how to vote by following the instructions provided to you by your broker.

So long as a broker has discretion to vote on at least one item presented at the meeting, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. On other proposals for which the broker has expressly not voted, broker non-votes will not be counted: (i) as votes cast with respect to Proposal One, or (ii) for purposes of determining the number of outstanding shares entitled to vote, that are present at the meeting (electronically) or by proxy, with respect to Proposals Two and Three. Accordingly, broker non-votes will have no effect on the outcome of the voting on Proposal One, Two or Three. There will be no broker non-votes with respect to Proposal Four.

Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. NI will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Proxies given pursuant to this solicitation may be revoked at any time before they have been used. You may change or revoke your proxy by entering a new vote by internet or by telephone or by delivering a written notice of revocation to the Secretary of NI or by completing a new proxy card bearing a later date (which automatically revokes the earlier proxy instructions). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote at the Annual Meeting.

Stockholders of NI may submit proper proposals for inclusion in our proxy statement and for consideration at the annual meeting of stockholders to be held in 2024 by submitting their proposals in writing to the Secretary of NI in a timely manner. In order to be considered for inclusion in NI’s proxy materials for the annual meeting of stockholders to be held in 2023, stockholder proposals must be received by the Secretary of NI no later than November 27, 2023 and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under NI’s amended and restated bylaws (the “Bylaws”), a stockholder (or a group of not more than 20 stockholders) that has held at least 3% of NI’s outstanding common stock continuously for at least three years, may nominate and include in our proxy materials for our 2024 annual meeting, director nominees constituting up to the greater of (i) 20% of the number of directors serving on the Board as of November 27, 2023 and (ii) two directors, provided that such nominees do not exceed half of the directors to be elected at an annual meeting and that the requirements set forth in the Bylaws are satisfied. To utilize such “proxy access” nomination process, among other things, the electing stockholder(s) and proposed nominee(s) must comply with the detailed requirements set forth in the Bylaws, including the provision of the proposing stockholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law. One such requirement is that the nomination(s) must be received in a timely manner between 120 days and 150 days prior to the first anniversary of the date our proxy statement was first sent to stockholders in connection with the last annual meeting, which for our proxy materials for the 2024 annual meeting would be no earlier than October 28, 2023 and no later than November 27, 2023.

The Bylaws establish an advance notice procedure with regard to business to be brought before an annual meeting, including stockholder proposals not included in NI’s proxy statement. Except as provided above, for director nominations or other business to be properly brought before NI’s 2024 annual meeting by a stockholder, such stockholder must deliver written notice to the Secretary of NI at NI’s principal executive office no later than January 26, 2024 and no earlier than December 27, 2023. If the date of NI’s 2024 annual meeting is advanced or delayed by more than 30 calendar days from the first anniversary date of this Annual Meeting, a stockholder’s notice of a proposal will be timely if it is received by NI by the close of business on the later of (i) the 90th day prior to the 2024 annual meeting and (ii) the 10th day following the day NI first publicly announces the date of the 2024 annual meeting.

The proxy grants the proxy holders discretionary authority to vote on any matter raised at an annual meeting of stockholders. If a stockholder fails to comply with the foregoing notice provisions, proxy holders will be allowed to use their discretionary voting authority on such matter should the stockholder proposal come before the 2024 annual meeting.

The description of certain provisions of the Bylaws above is intended as a summary and is qualified in its entirety by reference to the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. A copy of the full text of the Bylaw provisions governing the notice requirements set forth above may be obtained by writing to the Secretary of NI. All notices of proposals and director nominations by stockholders should be sent to National Instruments Corporation, 11500 North Mopac Expressway, Building C, Austin, Texas 78759, Attention: Secretary.

NI’s Board is divided into three classes, with the term of the office of one class expiring each year. The authorized number of directors which constitutes the entire Board is currently eight, with three directors in Class I, two directors in Class II, and three directors in Class III.

The terms of office of our Class II directors will expire at the Annual Meeting and include Mr. Michael E. McGrath and Mr. Alexander M. Davern. Our Board has nominated Mr. Michael E. McGrath and Mr. Alexander M. Davern for election at the Annual Meeting as Class II directors to serve for a term of three years.

The terms of office of Class III directors Ms. Gayla J. Delly, Dr. Gerhard P. Fettweis, and Ms. Duy-Loan T. Le will expire at the 2024 annual meeting. The terms of office of our Class I directors Mr. James E. Cashman, III, Mr. Liam K. Griffin, and Mr. Eric H. Starkloff will expire at the 2025 annual meeting.

Under the listing requirements of the Nasdaq Stock Market (“Nasdaq”), a majority of the Board must be comprised of independent directors. The Board has determined that each of Mr. Cashman, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, and Mr. McGrath is independent under applicable Nasdaq listing standards.

Directors shall be elected by a plurality of the votes. Each stockholder will be entitled to vote for two nominees and the two nominees receiving the greatest number of affirmative votes of the shares present at the meeting (electronically) or represented by proxy at the Annual Meeting, and entitled to vote in the election of directors, shall be elected to the Board. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum. Cumulative voting is not permitted by NI’s Certificate of Incorporation.

Pursuant to NI’s Corporate Governance Guidelines, any nominee for director in an uncontested election (i.e., an election where the only nominees are those recommended by the Board) who receives a greater number of “withhold” votes from his or her election than votes “for” such election, shall promptly tender his or her resignation following certification of the stockholder vote. In such event, the Nomination & Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the “withhold” votes. In making this recommendation, the Nomination & Governance Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders withheld votes for election from such director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to NI, whether by accepting such resignation NI will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation is in the best interests of NI and its stockholders.

The Board will act on the Nomination & Governance Committee’s recommendation no later than 90 days following its receipt of such recommendation. In considering the Nomination & Governance Committee’s recommendation, the Board will consider the factors considered by the Nomination & Governance Committee and such additional information and factors the Board believes to be relevant.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for NI’s nominees named below. If any nominee of NI is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board to fill the vacancy. It is not currently expected that any nominee will be unable or will decline to serve as a director.

The Nomination & Governance Committee, consisting solely of independent directors as determined under applicable Nasdaq listing standards, recommended the two individuals set forth in the table below for nomination by our full Board. Based on such recommendation, our Board nominated such directors for election at the Annual Meeting. The Board has determined that Mr. Michael E. McGrath is independent under applicable Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The following sets forth information concerning the nominees for election as directors at the Annual Meeting, including information as to each nominee’s age as of the Record Date, current principal occupation and business experience.

The following sets forth information concerning the other directors whose terms of office continue after the Annual Meeting, including information as to each director’s age as of the Record Date, current principal occupation and business experience.

There is no family relationship between any of our directors, director nominees or executive officers (which we define as those persons designated by the Board from time to time as officers as defined in Rule 16a-1(f) under the Exchange Act, and which we refer to herein as “Executive Officers”).

The following table sets forth the beneficial ownership of NI’s common stock as of March 13, 2023 (the “Table Date”), unless otherwise indicated, by (i) each person known to NI, based solely on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act, to be the beneficial owner of more than 5% of NI’s common stock, (ii) each Named Executive Officers as defined and set forth in the Summary Compensation Table under “Executive Compensation,” (iii) each director and director nominee, and (iv) all current directors and Executive Officers as a group:

The Board held a total of twelve meetings during 2022. The Board has a standing Audit Committee, Compensation Committee, and Nomination & Governance Committee.

During 2022, all directors attended 100% of the meetings of the Board and committees of the Board on which they served, except for Mr. Griffin and Ms. Le, who each missed one meeting. NI encourages, but does not require, its Board members to attend NI’s annual meeting of stockholders. In 2022, all of our directors attended our virtual annual stockholder meeting, other than Mr. Griffin and Ms. Delly.

In September 2018, the Board appointed Mr. McGrath, an independent member of the Board, as Chair of the Board. In such role, Mr. McGrath is responsible for coordinating the activities of the Board, chairing all meetings of the Board, developing agendas for such meetings, building a productive relationship between the Board and our President and Chief Executive Officer (“CEO”), and assisting the Board in fulfilling its oversight responsibilities of our strategy, risk oversight and succession planning. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance. The Board also believes that the separation of the Chair and our President and CEO roles allows the President and CEO to focus his time and energy on operating and managing NI, while leveraging the Chair’s experience and perspectives. The Board periodically reviews its leadership structure to determine whether it continues to best serve NI and its stockholders.

Our Board oversees risk management in a number of ways, and cybersecurity incidents on enterprise risk and crises response. The full Board receives an annual report with respect to our enterprise risk management process, as well as reports on various risk related items at least twice per year and otherwise as relevant, including risks related to our manufacturing operations, cybersecurity, trade compliance, intellectual property, taxes, products, and employees. The full Board also receives periodic reports on our efforts to manage such risks through safety measures and insurance. The Audit Committee oversees the management of financial and accounting related risks as an integral part of its duties. The Audit Committee also receives reports on ethics and compliance matters quarterly and otherwise as relevant. Similarly, the Compensation Committee considers risk management when setting the compensation policies and programs for our executive officers and other employees.

Cybersecurity is a risk area with oversight at the highest levels of the organization, including the Executive level and Board. Other than risk oversight from the Board, we also require all employees to take annual security awareness training which includes training on information security.

Stockholders may communicate with any member or members of the Board by mail addressed to the Chair, any other individual member or members of the Board, to the full Board, or to a particular committee of the Board. In each case, such correspondence should be sent to the following address: 11500 North Mopac Expressway, Building C, Austin, Texas 78759, Attention: Corporate Secretary. Correspondence received that is addressed to the members of the Board will be reviewed by our Chief Legal Officer, Senior Vice President and Secretary or his designee, who will forward such correspondence to the appropriate member or members of the Board.

The Audit Committee, which currently consists of directors Gayla J. Delly (Chair), James E. Cashman, III, Gerhard P. Fettweis, and Michael E. McGrath, met five times during 2022. The Audit Committee appoints, compensates, retains, and oversees the engagement of our independent registered public accounting firm, reviews with such independent registered public accounting firm the plan, scope, and results of their examination of our consolidated financial statements and reviews the independence of such independent registered public accounting firm. The Audit Committee maintains free and open communication with our independent registered public accounting firm and the internal audit department, overseeing the internal audit function and our management team. The Audit Committee inquires about any significant financial risks exposures and assesses the steps management has taken to minimize such exposures to NI, including the adequacy of insurance coverage and the strategy for management of foreign

currency risk. The Audit Committee also reviews our compliance with matters relating to environmental, Equal Employment Opportunity Commission and SEC regulations. The Audit Committee has established procedures to promote and protect employee reporting of (i) suspected fraud or wrongdoing relating to accounting, auditing or financial reporting matters and (ii) complaints and concerns regarding a violation of the federal securities laws, including (A) receiving, retaining and addressing complaints received by NI relating to such matters, (B) enabling employees to submit on a confidential and anonymous basis any concerns regarding such matters, and (C) protecting reporting employees from retaliation. The Board has determined that each member of the Audit Committee is an “independent director” as that term is defined by the Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The Board has determined that each of Mr. Cashman, Ms. Delly, Dr. Fettweis, and Mr. McGrath is an “audit committee financial expert” within the meaning of SEC rules. The charter of the Audit Committee is available on NI’s website at https://investor.ni.com/corporate-governance.

The Nomination & Governance Committee, which currently consists of directors James E. Cashman, III (Chair), Liam K. Griffin, Duy-Loan T. Le and Michael E. McGrath, met five times during 2022. The Board has determined that each member of the Nomination & Governance Committee is an “independent director” as that term is defined by the Nasdaq listing standards. The Nomination & Governance Committee determines the selection criteria for board members, recommends to the Board compensation of directors (with advice from Compensia, Inc., a national independent compensation consulting firm (“Compensia”), also engaged by the Compensation Committee) and appointment of board committee members and committee chairpersons, and develops board governance principles.

The Nomination & Governance Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance with procedures described in this Proxy Statement under “Deadline for Receipt of Stockholder Proposals.” When considering a potential director candidate, the Nomination & Governance Committee looks for demonstrated character, judgment, relevant business, functional and industry experience, and a high degree of acumen. The Nomination & Governance Committee also considers issues of diversity, such as age, education, gender, professional experience, membership in a minority or underrepresented community, and differences in viewpoints and skills. The Nomination & Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nomination & Governance Committee believe that it is important that the members of the Board represent diverse viewpoints. The Nomination & Governance Committee’s process for identifying and evaluating nominees typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. There are no differences in the manner in which the Nomination & Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.

The charter of the Nomination & Governance Committee is available on NI’s website at https://investor.ni.com/corporate-governance.

The Compensation Committee, which currently consists of directors Duy-Loan T. Le (Chair), James E. Cashman, III, Gayla J. Delly, and Gerhard P. Fettweis, met six times during 2022. The Board has determined that each member of the Compensation Committee is an “independent director” as that term is defined by applicable SEC rules and the Nasdaq listing standards. The charter of the Compensation Committee is available on our website at https://investor.ni.com/corporate-governance.

Under the terms of its charter, the Compensation Committee evaluates the performance of our Executive Officers, recommends the compensation of our CEO to the independent members of the Board for approval, and establishes the salaries, equity awards, and cash bonus compensation of the other Executive Officers. The Compensation Committee also periodically examines our compensation structure to evaluate whether we are rewarding our Executive Officers and other personnel in a manner consistent with sound industry practices and makes recommendations on such matters to management and our Board. The Compensation Committee also has oversight responsibility for our 2022 Equity Incentive Plan (the “2022 Incentive Plan”), 2020 Equity Incentive Plan (the “2020 Incentive Plan”), 2015 Equity Incentive Plan (the “2015 Incentive Plan”), 2010 Incentive Plan (the “2010 Incentive Plan”), 2005 Incentive Plan (the “2005 Incentive Plan”), and 1994 Employee Stock Purchase Plan. The Board may by resolution prescribe additional authority and duties to the Compensation Committee.

The Compensation Committee has engaged Compensia, an independent national consulting firm, to provide guidance to the committee on compensation matters. When establishing the salaries, equity awards, and cash bonus compensation for the Executive Officers, the Compensation Committee also considers the recommendations of our President and CEO, other than for himself. Our Senior Vice President and Chief People Officer also provides guidance to the Compensation Committee concerning compensation matters as they relate to all Executive Officers. The Compensation Committee works closely with management, as required, in evaluating the financial, accounting, tax, and retention implications of our various compensation programs. Our Senior Vice President and Chief People Officer regularly attends the meetings of the Compensation Committee and provides advice on compensation matters to the Compensation Committee. Neither our President and CEO nor any of the other Executive Officers participate in deliberations relating to his or her own compensation. Our Compensation Committee recommends to our Board who approves the compensation of our President and CEO.

The Compensation Committee’s charter contains provisions providing for the delegation of its duties to the committee chair or any subcommittees when appropriate. The Compensation Committee’s charter also permits the delegation of authority to one or more Executive Officers to make equity grants to employees or consultants who are not directors or Executive Officers.

For a discussion of the Compensation Committee’s utilization of compensation consultants, see “Executive Compensation—Compensation Discussion and Analysis.”

The members of the Compensation Committee are set forth in the “Corporate Governance — Compensation Committee” section of this Proxy Statement and do not include any current or former Executive Officers. During 2022, no Executive Officer served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on our Compensation Committee. During 2022, no Executive Officer served on the compensation committee (or equivalent) of another entity whose executive officer(s) served as a member of our Board.

NI had no related party transactions requiring disclosure under applicable SEC rules for the year ended December 31, 2022 and has no such related party transaction currently proposed.

Pursuant to its written charter, the Audit Committee is responsible for reviewing our policies relating to the avoidance of conflicts of interests and past or proposed transactions between NI, members of our Board, and management. We consider “related person transactions” to mean all transactions involving a “related person,” which under SEC rules means an Executive Officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons. The Audit Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction in its discretion.

In any transaction involving a related person, our Audit Committee would consider the available material facts and circumstances of the transaction, including: the direct and indirect interests of the related person; the risks, costs and benefits of the transaction to NI; whether any alternative transactions or sources for comparable services or products are available; and, in the event the related person is a director (or immediate family member of a director or an entity with which a director is affiliated), the impact that the transaction will have on such director’s independence.

After considering such facts and circumstances, our Audit Committee determines whether approval, ratification or rescission of the related person transaction is in our best interests. Our Audit Committee believes that all employees and directors should be free from conflicting interests and influences of such nature and importance as would make it difficult to meet their applicable fiduciary duties and loyalty to NI and reviews all related party transactions against the foregoing standard.

Our written policies and procedures for review, approval or ratification of transactions that pose a conflict of interest, including related person transactions, are set forth in our Code of Ethics, which contains, among other policies, a conflicts of interest policy for all employees, including our Executive Officers, and a conflicts of interest policy for non-employee directors.

Under our written conflicts of interest policy applicable to all employees, including our Executive Officers, our employees are required to disclose to our legal department any relationship, association, activity, or other circumstance or situation that could create a conflict of interest. In addition, employees, including our Executive Officers, are required to disclose to our legal department enumerated facts related to certain (1) financial interests held in entities that do business with or compete against NI; (2) outside services provided to persons or entities that do business with or compete against NI; (3) participation in a decision on behalf of NI that relates to business with a family member or close personal relation; and (4) loans offered by or accepted from persons or entities that do business with or compete against NI. While we provide examples of potential conflicts of interest, the policy expressly states that examples are illustrative only and each employee should report any circumstance which could be construed to interfere actually or potentially with loyalty to NI. Potential conflicts of interests disclosed pursuant to the conflicts of interest policy for employees are reviewed first by the legal department and then resolved with the assistance of legal counsel, as appropriate. Resolutions of these disclosures by our Executive Officers require the approval of the Audit Committee, except that our President and Chief Executive Officer and Chief Legal Officer can (x) approve a “no conflict” resolution when the situation is not mandatory to disclose and (y) reject a disclosure. Our Chief Legal Officer reports to the Audit Committee any disclosures by our Executive Officers that are resolved by our President and Chief Executive Officer and Chief Legal Officer.

The written conflicts of interest policy applicable to all non-employee directors provides that every non-employee director is required to report potential conflict of interest situations to the legal department. The legal department will recommend a resolution. Resolutions require the approval of the Audit Committee (except in the case of situations that are not mandatory to disclose for which the legal department found no conflict). The policy does not require reporting of financial interests in an entity that does business with or competes against NI if the entity is publicly traded, and the non-employee director owns less than 5% of the securities of the entity and is not an executive officer or member of the board of directors of such entity. It also does not require reporting of compensation for services to an entity that does significant business with or competes against NI if the compensation (a) relates only to services rendered by the non-employee director in his or her capacity as an employee, consultant, director, or trustee; (b) totaled less than $100,000 for the preceding year; and (c) is anticipated to total less than $100,000 for the current year.

The Board, upon the recommendation of the Nomination & Governance Committee, sets non-employee director compensation with the goal of retaining members of our Board and attracting qualified persons to serve as members of our Board. In developing its recommendations, the Nomination & Governance Committee consults with Compensia, an independent national compensation consulting firm engaged by our Nomination & Governance Committee, to advise on compensation matters. The Nomination & Governance Committee considers director compensation at comparable publicly traded companies and aims to structure director compensation in a manner that is transparent and easy for stockholders to understand.

The compensation of non-employee members of the Board for the fiscal year ended December 31, 2022 is set forth in the table below.

The 2022 annual compensation for our non-employee directors was comprised of cash compensation in the form of an annual retainer, committee chair retainer, committee membership retainer, independent board chair retainer and equity compensation in the form of RSUs. Each of these components is described below. Employee members of our Board do not receive any additional compensation for service as a member of the Board. Accordingly, Mr. Starkloff, our President and CEO, did not receive any compensation for his service on the Board in 2022. Mr. Starkloff’s total compensation is shown in the table entitled “Summary Compensation Table” and the related tables in the section entitled “Executive Compensation.”

For 2022, our non-employee directors received cash compensation for membership on the Board and committees, committee chair positions, and the independent Board chair position. Specifically, during 2022 non-employee directors received an annual cash retainer of $70,000, plus annual retainers for committee memberships in the following amounts: $10,000 for membership on the Audit Committee, $7,500 for membership on the Compensation Committee, and $5,000 for membership on the Nomination & Governance Committee. During 2022, non-employee directors who served on the Transaction Evaluation Committee each received a cash retainer of

$10,000 applicable to service on the Transaction Evaluation Committee. The Transaction Evaluation Committee of the Board was formed in 2022 with the purpose of supporting and furthering the Board and the Company’s review and evaluation of strategic transactions. In addition, the chairpersons of the Audit Committee, Compensation Committee and Nomination & Governance Committee received additional annual retainers of $30,000, $20,000 and $15,000 annual fee, respectively. The independent Board chair receives an additional $100,000 per year for his service. All cash compensation is paid in quarterly installments.

The Board, in its discretion, may pay an overnight meeting fee or special meeting fee for extended meetings, not to exceed $2,000 per day. Employee members of our Board do not receive any additional compensation for service as a member of our Board.

Non-employee members of our Board are reimbursed for travel and other out-of-pocket expenses connected to service as a member of our Board.

Non-employee members of our Board are eligible to receive single annual grants of RSUs under our equity incentive plans in amounts determined by the Nomination & Governance Committee. On April 20, 2022, each non-employee member of our Board received an annual grant of RSUs equal to $199,516 (based on the 30-trading day average of the closing price of our common stock ending on the day immediately preceding the date of grant) with one-year vesting. Mr. Cashman, Mr. Davern, Ms. Delly, Dr. Fettweis, Mr. Griffin, Ms. Le, and Mr. McGrath were each granted 5,037 RSUs as part of the 2022 Director Grants under our 2020 Incentive Plan. The grant date fair value of each 2022 Director Grant was based on the closing price of our common stock on April 19, 2022 of $39.61 per share. The 2022 Director Grants vest on May 1, 2023.

The following table sets forth information concerning the persons currently serving as Executive Officers of NI, including information as to each Executive Officer’s current age, position with NI, and business experience. Executive Officers of NI serve at the discretion of the Board.

See “Incumbent Directors Whose Terms of Office Continue After the Meeting” for additional information with respect to Mr. Starkloff.

Daniel A. Berenbaum joined NI in January 2023 and currently serves as Executive Vice President, Chief Financial Officer and Treasurer. Prior to joining NI, Mr. Berenbaum served as Vice President, Finance - Global Operations Controller at Micron Technology, Inc., a publicly traded semiconductor manufacturing company, from April 2021 to January 2023. Prior to joining Micron, Mr. Berenbaum served as the Chief Financial Officer at Everspin Technologies Inc., a publicly traded semiconductor company, from July 2020 to April 2021. Prior to joining Everspin, Mr. Berenbaum held various executive roles at GlobalFoundries, the world’s leading specialty semiconductor foundry, from May 2013 to June 2020. He served as Vice President, Finance and Chief Financial Officer, Asia/Pacific from May 2018 to June 2020, Chief of Staff, Office of the CEO from September 2017 to May 2018, Head, Global Capital Procurement from August 2016 to September 2017, and Senior Director, Finance from May 2013 to August 2016. Prior to GlobalFoundries, Mr. Berenbaum spent a decade at various institutional equity and trading firms on Wall Street in analyst and leadership roles, where he accumulated extensive investment experience across the semiconductor space. His earlier experience includes seven years in various technical and management roles at Applied Materials, as well as five years as a nuclear power trained surface line officer in the United States Navy. Mr. Berenbaum has a B.S. in History from the United States Naval Academy.

Thomas Benjamin joined NI in September 2021 and currently serves as Chief Technology Officer, Executive Vice President and Head of Platform R&D. Prior to joining NI, he served as the Chief Technology Officer and Senior Vice President of technology at SAP Ariba, a software company, from January 2018 to July 2021. Prior to joining SAP Ariba, he served as Chief Technology Officer at General Electric Aviation, a subsidiary of General Electric, from August 2016 to December 2017. Prior to joining General Electric Aviation, he served as Vice President – Technology and Architecture at the Emirates Group from January 2014 to July 2016. Prior to Emirates Group, he served at various technology leadership roles at Visa, Walmart, and Oracle. He holds a Master of Science in Industrial Engineering from University of Cincinnati and a Bachelor’s in Engineering from The College of Engineering Guindy, Anna University, India, as well as executive certifications from Stanford University, Singularity University, and Harvard Business School Online.

Scott A. Rust joined NI in June 1990 and currently serves as Executive Vice President, Global Operations. He previously held various roles at NI, including Executive Vice President, Platform & Technology from January 2022 to December 2022, Executive Vice President, Platform & Product from October 2021 to January 2022, Senior Vice President, Global Research & Development from February 2014 to October 2021, Vice President of Research and Development Test Systems from July 2013 to January 2014, Vice President of Research and Development in Penang, Malaysia from January 2011 to July 2013, Vice President of Research and Development of Modular Instruments from October 2008 to December 2010, Director of Modular Instruments from March 2003 to September 2008, Software Section Manager from October 2000 to March 2003, Group Manager from October 1996 to October 2000, Marketing Manager of Test and Measurement Software from August 1991 to September 1996, and Applications Engineer from June 1990 to July 1991. Mr. Rust received his bachelor’s degree in Electrical Engineering from Texas A&M University.

Ritu Favre joined NI in July 2019 and currently serves as Executive Vice President & GM, Business Units. She previously served as NI’s Executive Vice President and General Manager of the Semiconductor and Electronics, Aerospace, Defense, and Government, and Transportation Business Units from January 2021 to January 2022; and Senior Vice President and General Manager of the Semiconductor Business Unit from July 2019 to January 2021. Prior to joining NI, Ms. Favre worked as Chief Executive Officer at NEXT Biometrics from February 2017 to July 2019. From May 2014 to October 2016, Ms. Favre served as Senior Vice President and GM of the Biometrics Products

Division at Synaptics, Inc. and served in various roles at Motorola and Freescale Semiconductor from June 1988 to May 2014, including Senior Vice President and General Manager for RF from September 2012 to May 2014. Ms. Favre has served on the board of directors of Valmont Industries since September 2020 and previously served on the board of directors of Cohu, Inc., from January 2019 to May 2019. Ms. Favre holds a BS in Electrical Engineering and a Masters in Electrical Engineering from Arizona State University.

This Compensation Discussion and Analysis provides information regarding the 2022 compensation program for our principal executive officer, our principal financial officer, and the three Executive Officers (other than our principal executive officer and principal financial officer) at the end of 2022, who were our most highly compensated Executive Officers (collectively, our “Named Executive Officers” or “NEOs”). The following discussion and analysis should be read in conjunction with the compensation tables of this Proxy Statement. For 2022, our Named Executive Officers were, with their current titles, as applicable:

This Compensation Discussion and Analysis outlines the material elements of our 2022 executive compensation programs, provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, and describes specific compensation decisions made during 2022 by our Compensation Committee for our Named Executive Officers, including the key factors that the Compensation Committee considered in determining our Named Executive Officers’ compensation.

Ms. Rapp resigned as our Executive Vice President and Chief Financial Officer in January 2023 and transitioned to a strategic advisor role to ensure an orderly transition. In connection with Ms. Rapp’s resignation, we entered into an Offer Letter for Continuing Employment with Ms. Rapp dated December 12, 2022 (the “Rapp Offer Letter”), which superseded and replaced Ms. Rapp’s existing Executive Employment Agreement with the Company. Ms. Rapp did not receive any severance payments or benefits in connection with her resignation. Information about the Rapp Offer Letter is described below in the section entitled “Employment Arrangements and Post-Employment Compensation.”

Daniel Berenbaum commenced serving as our Executive Vice President, Chief Financial Officer, and Treasurer in January 2023, pursuant to an Executive Employment Agreement with the Company dated December 14, 2022 (the “Berenbaum Executive Employment Agreement”).

We experienced strong demand for our products throughout 2022 and continued to focus on driving efficiencies across our business. Despite some disruptions from global supply chain constraints, we were able to achieve record revenue and the highest non-GAAP operating income in more than 20 years.

At our 2022 Annual Meeting of Stockholders, approximately 91% of the votes present and entitled to vote on the advisory vote for Named Executive Officer compensation (also known as the “Say-on-Pay” vote) voted in favor of the compensation of our Named Executive Officers. We view the Say-on-Pay vote as an opportunity to receive feedback from our stockholders about our executive compensation program. As set forth in more detail in the Introduction to this Proxy Statement, in the fourth quarter of 2021 and 2022, we reached out to our major stockholders and engaged with them on their views and concerns about our policies and practices, including our executive compensation. Overall, the feedback we have received from our stockholders supported our existing executive compensation program.

During 2022, the Compensation Committee made no material changes to the structure of the total direct compensation paid to our Named Executive Officers. See the Introduction to this Proxy Statement for additional information about our stockholder engagement efforts.

In 2022, the Compensation Committee took the following actions with respect to the compensation of our Named Executive Officers:

Our 2022 executive compensation program consisted of base salary, an annual cash incentive bonus opportunity under our EIP, and long-term incentive compensation opportunities in the form of RSUs and PRSUs. The EIP metrics and payouts are closely linked to stockholder value creation through the achievement of our short-term and long-term financial, operational, and strategic objectives, and PRSUs are earned and eligible for vesting based on our TSR compared to the TSR of the specified index over a three-year performance period.

The 2022 pay mix for our Named Executive Officers was predominantly variable or “at risk.” As the following charts illustrate, the intended target value of the variable or “at risk” compensation for 2022 was 91% of our President and CEO’s target total direct compensation (defined as the sum of 2022 base salary, target annual cash incentive bonus opportunity and target equity award opportunities), and 80% of our other Named Executive Officers’ average target total direct compensation.

Further, 60% of our President and CEO’s target total direct compensation was tied to the achievement of pre-established, rigorous financial goals through the EIP bonus and PRSUs, as was 56% of the average target total direct compensation of our other Named Executive Officers. We believe this distribution of compensation, which depends on our performance, aligns our Named Executive Officer’s interests with those of our stockholders.

In addition, long-term incentive compensation in the form of either RSUs or PRSUs represented 78% of our President and CEO’s target total direct compensation and 60% of the average target total direct compensation of our other Named Executive Officers.

Based on feedback we received from our stockholders in prior years and through our own due diligence and a competitive positioning analysis of compensation provided by our peers, in 2022, PRSU awards represent 60% of the target

equity award opportunity awarded to our Named Executive Officers, while the other 40% consisted of RSU awards. We have received favorable stockholder feedback with respect to granting PRSUs with relative performance metrics such as total shareholder return (“TSR”). We believe that our use of performance-based long term incentive compensation is important to strengthening the alignment between our Named Executive Officers’ compensation and creation of stockholder value, while also driving the achievement of our financial and operational goals.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals of driving revenue and profitable growth for the Company, given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:

Our executive compensation philosophy is based on the concept of “pay for performance” and is aligned with the following primary goals:

Based on this philosophy, our executive compensation program is guided by the following overarching principles:

We also maintain a strong focus on leadership development and retention, and as such, our executive compensation program is designed to ensure that we attract and retain the talent required to execute our business strategy. The compensation actions and decisions for our Named Executive Officers support our talent retention objectives by considering individual contributions to our performance, long-term potential and holding power, and organizational succession plans.

We regularly assess and adjust our executive compensation program, policies, and practices in light of these overarching principles and, in doing so, consider feedback obtained through our stockholder engagement efforts.

The Compensation Committee, which is composed entirely of independent directors, is responsible for reviewing and approving the compensation of our Named Executive Officers, other than for our President and CEO. The independent members of our Board review and approve the recommendations of the Compensation Committee with respect to the compensation for our President and CEO. The Compensation Committee’s decisions are subject to any approval of our Board that the Compensation Committee or legal counsel determines to be desirable or is required by applicable law or Nasdaq rules. Specifically, the Compensation Committee oversees our executive compensation program, administers our equity compensation plans, and reviews and approves the compensation of our Executive Officers (other than our President and CEO).

The Compensation Committee operates under a written charter adopted by our Board. A copy of the charter is posted on the investor relations section of our website located at https://investor.ni.com/corporate-governance.

As described in greater detail in the next section, the Compensation Committee considers both Company performance and individual performance when determining the overall compensation levels for our Named Executive Officers, as well as the individual elements of compensation. For example, our EIP is designed to incentivize our Executive Officers to achieve pre-established Company key objectives, which are financial and operational metrics, and ensure that our performance impacts the amounts payable to participants. The Compensation Committee believes that the various elements of executive compensation should work together to promote our objective that total compensation be related both to Company and individual performance.

The Compensation Committee (or, in the case of our President and CEO, the independent members of our Board, upon the recommendation of the Compensation Committee) does not establish a specific target for the total direct compensation opportunity of our Named Executive Officers. In making decisions about the compensation of our Named Executive Officers, the Compensation Committee (or in the case of our President and CEO, the independent members of our Board, upon the recommendation of the Compensation Committee) relies primarily on the general business acumen and experience of its members and subjective consideration of various factors, including the following:

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any single factor on the determination of pay levels objectively quantifiable.

The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. The members of the Compensation Committee consider all factors in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer, and business judgment in making these decisions.

In establishing our executive compensation program, the Compensation Committee worked closely with our senior management, including our President and CEO and our Senior Vice President and Chief People Officer. In 2022, the Compensation Committee obtained input from our President and CEO when discussing the performance of, and compensation levels for, our Named Executive Officers (other than himself). The Compensation Committee also worked closely with our President and CEO and our Senior Vice President and Chief People Officer and others, as required, in evaluating the financial, accounting, tax, talent management/succession planning, and retention implications of our executive compensation program and its various elements. Neither our President and CEO nor any of our other Named Executive Officers was present when his or her own compensation was being discussed by the Compensation Committee.

The Compensation Committee has engaged Compensia, a national compensation consulting firm, as its compensation consultant to advise on executive compensation matters. In 2022, at the direction of the Compensation Committee, Compensia conducted various projects, including performing a comprehensive review of our executive compensation program, performing a review of the compensation program for our Board on behalf of the Nomination and Governance Committee, assisting the Compensation Committee in updating our compensation peer group and preparing an analysis of the compensation of our Executive Officers, and assisting in the preparation of the executive compensation disclosure for our 2022 proxy statement. Compensia did not provide any other services for us in 2022.

The Compensation Committee annually reviews Compensia’s performance. As part of the review process, the Compensation Committee considers the independence of Compensia in accordance with SEC and Nasdaq listing rules. This review process included a review of the services that such compensation consultant provided, the quality of those services, and the fees associated with the services provided during 2022.

Based on this review, as well as consideration of the factors affecting independence set forth in the SEC and Nasdaq listing rules, the Compensation Committee has determined that no conflict of interest was raised by Compensia’s work and that Compensia met the independence requirements of such rules.

In making its compensation decisions for 2022, the Compensation Committee reviewed a competitive market analysis based on a compensation peer group, including (1) compensation data collected from publicly available information contained in the SEC filings from 19 selected peer group companies, and (2) data from a customized cut of the Radford Global Technology Survey, which included 15 of the 19 peer companies. Where insufficient data was available for a specific position for our peer group, the Compensation Committee looked at data from the general Radford Global Technology survey focusing on publicly traded technology companies with annual revenues ranging from $1 billion to $3 billion.

Based on the recommendation of its compensation consultant, the Compensation Committee made the following changes to the peer group for 2022 (as compared to the peer group for 2021): (1) removed Nuance Communications due to its pending acquisition and Synopsys due to its large market capitalization, (2) added Advanced Energy Industries and FormFactor as they fit our traditional business model, and (3) added Altair Engineering and Alteryx to reflect our transition to a software-oriented business model. The compensation peer group approved by the Compensation Committee for 2022 consisted of the following companies:

Financial data per S&P Capital IQ as of June 22, 2021.

The Compensation Committee used the specific compensation data described above to assess the reasonableness and competitiveness of the compensation packages as a whole for our Named Executive Officers but exercised its judgment in allocating compensation among our Named Executive Officers and among the various elements of each individual Named Executive Officer’s total compensation package.

The Compensation Committee believes that total compensation and each element of compensation at or around the 50^th percentile of the competitive market (based on the compensation data evaluated), in each case, is the appropriate reference when determining the compensation of our Named Executive Officers. Though the Compensation Committee uses the 50^th percentile as a reference point, it does not target a specific percentile in the range of comparative information for each individual Named Executive Officer or for each element of compensation. Instead, the Compensation Committee structures the total compensation package for each Named Executive Officer after consideration of the comparative market data and the other factors described above under “Setting Total Direct Compensation.”

The principal elements of our executive compensation program for 2022 were as follows:

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. We use base salary to provide each Named Executive Officer with a competitive level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Generally, we establish the initial base salaries of our Named Executive Officers at the time we hire or promote the individual Named Executive Officer, taking into account his or her position, qualifications, experience, salary expectations, external market data, and the base salaries of our other Executive Officers. Thereafter, the Compensation Committee reviews the base salaries of our Executive Officers annually, with input from our President and CEO (except with respect to his own base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions. The Compensation Committee does not use a specific formula, but instead the committee members exercise their judgment in view of our compensation philosophy and objectives.

In January 2022, the Compensation Committee reviewed the base salaries of our Named Executive Officers, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our President and CEO (other than with respect to his own salary), as well as the other factors set forth above and described in “Compensation Discussion and Analysis – “Compensation-Setting Process” – “Setting Total Direct Compensation.” Base salary increases that took effect as of January 1, 2022 for certain of our Named Executive Officers are as follows:

The Compensation Committee increased the base salary for Ms. Favre to bring her base salary closer to the 50^th percentile of the peer group. The actual base salaries paid to our Named Executive Officers in 2022 are set forth in the “2022 Summary Compensation Table” below.

The EIP is intended to promote Company performance (and, thereby, increase stockholder value) by providing our Executive Officers with the opportunity to earn cash payouts based on their level of attainment of three key pre-established corporate financial and operational objectives. Every calendar year, the Compensation Committee sets key corporate financial and operational objectives that it considers critical to our performance during such calendar year. For 2022, these key corporate financial and operational objectives, which were set during the first quarter of the year, were:

Refer to Annex I for a reconciliation of the non-GAAP financial measures to our results as reported under GAAP.

After selecting these key corporate financial and operational objectives, the Compensation Committee, or, in the case of our President and CEO, the independent members of our Board, based on the recommendations of the Compensation Committee, set: (1) the weighting of the key corporate financial and operational objectives for each Named Executive Officer, (2) the target cash incentive bonus opportunity for each Named Executive Officer, expressed as a percentage of his or her base salary, and (3) the different EIP payout levels based on our actual performance for each key corporate financial and operational objective, expressed as a percentage of payout which increased or decreased with Company performance.

The key corporate financial and operational objectives were weighted as follows: 50% of any payout was dependent on achieving the pre-established Revenue Growth target level, 30% of any payout was dependent on achieving the pre-established Operating Margin target level, and 20% of any payout was dependent on achieving the Software Annual Recurring Revenue target level.

After the end of the year, the payout amount for the actual level of achievement of each key corporate financial and operational objectives was determined by the Compensation Committee. The Operating Margin payout was approved by the Compensation Committee based on our performance after adjusting the Operating Margin for actual annual cash incentive compensation expenses and associated payroll taxes versus related estimated expenses and taxes used when establishing the EIP payout slope. The Compensation Committee then approved the EIP payout for each Named Executive Officer, other than our President and CEO, and provided a recommendation to the independent members of our Board with respect to the EIP payout for our President and CEO for their consideration and approval.

The Compensation Committee set the 2022 EIP payout levels with a linear payout slope. EIP payout levels are capped at the maximum of 200% and can be as low as zero.

The weighting and payout level percentages for each of these key corporate financial and operational objectives in 2022, to be paid linearly between payout levels, were as follows:

The table above sets forth the 2022 actual objective results and the related objective payout percentages. For 2022, Company performance corresponded to a payout percentage of 54.8% for the Revenue Growth objective, 0% for the Operating Margin objective, and 57.1% for the Software Annual Recurring Revenue objective.

The actual EIP bonus paid to each of our Named Executive Officers (other than Mr. Green) was calculated by multiplying (i) the aggregate weighted 2022 EIP attainment percentage (as noted in the table below) by (ii) the 2022 EIP target amount (which is equal to the Named Executive Officer’s annual base salary multiplied by the EIP target percentage). Company performance for all key objectives resulted in a 2022 weighted EIP attainment percentages of 38.8% for each of our Named Executive Officers. For 2022, the EIP bonus paid to each of our Named Executive Officers was as follows:

The actual bonuses paid to our Named Executive Officers for 2022 are set forth in the “2022 Summary Compensation Table” below.

We believe that long-term incentive compensation in the form of equity awards is a critical element of our executive compensation program. The equity awards provide strong alignment between the interests of our Named Executive Officers and our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards also help us retain qualified Named Executive Officers in a competitive market.

Long-term incentive compensation opportunities in the form of equity awards are granted pursuant to the applicable equity incentive plan by the Compensation Committee, typically at a meeting of the Compensation Committee held during the first quarter of the year. In 2022, awards were granted from the 2020 Equity Incentive Plan. The amount and forms of such equity awards are determined by the Compensation Committee after considering an analysis prepared by its compensation consultant, the factors described in “Compensation Discussion and Analysis — Compensation-Setting Process” above and the retention power on each Named Executive Officer as determined by his or her current unvested equity holdings. The amounts of the equity awards are intended to provide competitive value that results in target total direct compensation opportunities within a competitive range of the market data relative to our compensation peer group for similar roles and positions for each of our Executive Officers. The values are also determined by other considerations such as business results, experience, and individual performance.

Based on our own due diligence through reviewing the competitive market and our increase in emphasis on granting performance-based long term incentive compensation, in 2022, the Compensation Committee granted PRSUs representing 60% of the equity award value under our long-term incentive program to our Named Executive Officers, while the other 40% of the equity award value consisted of time-based RSUs. The mix is aligned with the practices of our peer group. From 2019 to 2021, the Compensation Committee previously granted PRSUs representing 50% of the equity award value to our Named Executive Officers (other than our President and CEO), while the other 50% of the equity award value consisted of RSUs. We believe that our use of performance-based long term incentive compensation is important to strengthening the alignment between our Named Executive Officers’ compensation and creation of stockholder value, while also driving the achievement of our financial and operational goals. The following table shows the target number of units pursuant to PRSU awards granted to each of our Named Executive Officers in January 2022. Each unit granted pursuant to the PRSU awards represented a contingent right to receive one share of our common stock for each unit earned for the Performance Period

The 2022 PRSUs may be earned and eligible for vesting based on our TSR compared to the TSR of the Index over the Performance Period of three years (using the average daily closing price of our common stock over a 30-day lookback period in each case). A linear calculation is performed between the stated percentiles to determine actual number of PRSUs earned at the end of the Performance Period.

The Compensation Committee set the target at the 55^th percentile of the Index to incentivize above-median performance. The number of units subject to the 2022 PRSU awards will be earned from 0% to 200% of the target number of units based on our TSR compared to the Index as follows:

Each unit granted pursuant to the PRSU awards represented a contingent right to receive one share of our common stock for each unit earned for the performance period.

The following table shows the number of units pursuant to time-based RSU awards granted to each of our Named Executive Officers in January 2022:

The 2022 RSUs vest in equal annual installments over a three-year period, with the first installment vesting on May 1, 2023, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date.

The overall value of the long-term incentive equity award for our President and CEO and our other Named Executive Officers was determined after consideration of multiple factors as described in “Compensation Discussion and Analysis — Compensation–Setting Process” above. Such factors include a competitive market analysis prepared by the Compensation Committee’s compensation consultant as well as the current retention incentive for each Named Executive Officer as determined by his or her current unvested equity holdings.

The equity awards granted to our Named Executive Officers in 2022 are set forth in the “2022 Summary Compensation Table” and the “2022 Grants of Plan-Based Awards” table below.

The PRSU awards previously granted in 2020 and 2021 to our Named Executive Officers were also measured against the Index. The performance period for the PRSU awards granted in 2020 began on January 1, 2020 and ended on December 31, 2022 (the “2020 Performance Period”). The performance period for the PRSU awards granted in 2021 began on January 1, 2021 and will end on December 31, 2023 (the “2021 Performance Period”).

For the 2020 Performance Period, our TSR ranked in the 48.54 percentile as compared to the Index, such that 89% of the PRSUs granted in 2020 were earned and vested as of December 31, 2022. The following table shows the total number PRSUs granted to our Named Executive Officers in January or February 2020, the vesting percentage and the number of vested PRSUs as of December 31, 2022.

Our Named Executive Officers are eligible to receive an annual executive physical as well as the other employee benefits that are generally available to all our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits include flexible spending accounts, medical, dental and vision benefits, business travel insurance, employee assistance program, basic life insurance benefits, accidental death and dismemberment insurance policies, short-term and long-term disability insurance, and commuter benefits. In structuring these programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies, compliant with applicable laws and affordable to employees.

We maintain a tax-qualified Section 401(k) retirement savings plan (the “Section 401(k) Plan”) that provides eligible employees, including our Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged basis. In 2022, we made matching contributions under the Section 401(k) Plan in an amount equal to 50% of the amount of the participant’s contribution up to 8% of the participant’s eligible compensation, after the employee's first year of service. All participants’ interests in the matching contributions vest immediately from the time of contribution. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The Section 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As a tax-qualified retirement plan, contributions to the Section 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from the Section 401(k) Plan, and all contributions are deductible by us when made. The Section 401(k) Plan does not provide for purchases of our stock.

We also maintain the 1994 Employee Stock Purchase Plan (the “ESPP”). The ESPP is generally intended to qualify as a tax-favored employee stock purchase plan under Section 423 of the Code. The ESPP permits eligible employees to acquire shares of our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. Under this plan, a participant can invest a maximum amount equal to 15% of eligible compensation, provided that such amount cannot exceed $25,000 in any year.

In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers.

During 2022, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, valued at $10,000 or more for each individual.

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

We have written employment agreements with each of our Named Executive Officers. In filling each of our executive positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate new Executive Officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. These arrangements provide for “at will” employment.

The terms and conditions of employment of each of our Named Executive Officers contain post-employment compensation arrangements that provide these Named Executive Officers with certain protection in the event of their termination of employment in specified circumstances such as involuntarily termination without Cause or resignation for Good Reason, including within a Change in Control (each as defined in their employment agreements).

We believe that the employment arrangements with our existing Named Executive Officers incentivized these individuals to accept and retain their positions. We also believe that the employment arrangements help maintain their

continued focus and dedication to their assigned duties to maximize stockholder value. The Compensation Committee (and, with respect to our President and CEO, the independent members of our Board) reviewed the proposed terms of these arrangements and deemed it to be in our best interests and the best interests of our stockholders to approve the terms of such arrangements.

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

For (i) detailed descriptions of the employment arrangements we maintain with our Named Executive Officers, (ii) an estimate of the potential payments and benefits payable under these arrangements to the Named Executive Officers (other than Mr. Green) as of December 31, 2022 and (iii) a detailed description of the severance payments and benefits paid to Mr. Green in connection with his departure at the end of 2022, see “Potential Payments Upon Termination or Change in Control” below.

In addition, our equity compensation plans provide for the acceleration of vesting of outstanding and unvested equity awards in certain circumstances. See “Potential Payments Upon Termination or Change in Control” below for a further description.

We do not have any program, plan or practice to time the grant of equity awards in coordination with the release of material non-public information. In addition, we do not time, nor do we plan to time, the release of material non-public information for the purposes of affecting the value of our executive compensation.

We have a Stock Ownership Policy for our President and CEO, other Executive Officers, and the non-employee members of our Board, which is intended to further align the interests of such individuals with the interests of our stockholders and to promote our commitment to good corporate governance. Our Stock Ownership Policy requires that:

Under our Stock Ownership Policy, eligible stock ownership includes: (i) shares owned directly by the Executive Officer or non-employee member of our Board or his or her immediate family members residing in the same household, and (ii) shares held in trust for the benefit of the Executive Officer or non-employee member of our Board or his or her family. The value of each share is measured on the last day of the fiscal year as the greater of (i) the closing price on the date of calculation and (ii) the purchase price actually paid by the person for such share.

The Stock Ownership Policy requires that our President and CEO, our other Executive Officers, and the non-employee members of our Board achieve the applicable levels of ownership within five years after the date of his or her appointment.

We have a Clawback Policy applicable to any current and former Executive Officers. Pursuant to the Clawback Policy, if an Executive Officer engages in fraud, intentional misconduct or gross negligence that causes or partially causes the restatement of our financial statements due to material noncompliance with financial reporting requirements, the Compensation Committee may require such Executive Officer to reimburse or forfeit all or a portion

of any excess incentive compensation (cash or equity-based compensation) that is paid to, awarded to, or received by such Executive Officer based on the achievement of financial or stock performance metrics, and which was awarded on or after January 1, 2022 and paid in the preceding three-year period from the time we determine that we must restate our financial statements.

We intend to adopt a general compensation recovery policy (or modify our existing Clawback Policy) covering our short-term and long-term incentive award plans and arrangements once Nasdaq has adopted an SEC-approved listing standard that complies with Exchange Act Rule 10D-1.

Our Insider Trading Policy applies to all members of our Board, our officers, employees, consultants, contractors, agents or other service providers to us. Pursuant to our Insider Trading Policy, we do not permit short sales of our securities, or trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued by us) or purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities either granted by us as part of compensation, or held, directly or indirectly by an individual.

In addition, we prohibit those persons subject to our quarterly blackout periods from holding our securities in a margin account or pledging our securities as collateral for any loan or as part of any other pledging transaction. Persons subject to our quarterly blackout periods include our executive leadership team and their direct reports, certain members of the accounting and finance departments identified by their respective executive leadership team member as having specialized knowledge, certain members of the sales department identified by their respective executive leadership team member as having specialized knowledge, all members of the legal department, persons who receive or have access to certain reports or systems, or otherwise have access to companywide monthly, quarterly, or annual financial results, and, if applicable, any additional employee otherwise notified in writing by the legal department.

In designing our executive compensation program, the Compensation Committee considers the anticipated tax and accounting implications to us and our Executive Officers. While the Compensation Committee considers the applicable tax and accounting treatment of the elements of our executive compensation program, these factors are not dispositive in its decision making.

Section 162(m) of the Code imposes a limit on the deductibility for federal income tax purposes of any remuneration in excess of $1 million paid to our CEO, CFO, and certain of our other executive officers. We expect that compensation paid to our Named Executive Officers in excess of $1 million generally will not be deductible. While the Compensation Committee has taken steps in the past to preserve tax deductibility under Section 162(m), it has retained and will continue to retain authority to approve compensation arrangements that may not be fully tax deductible by reason of Section 162(m).

The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our Executive Officers and other employees including Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, FASB ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our Executive Officers and other employees. This compensation expense is based on the grant date fair value of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the Summary Compensation Table, even though recipients may never realize any value from their equity awards.

The grant date fair value of PRSUs was estimated using a Monte Carlo simulation model. The determination of fair value of the PRSU is affected by our stock price and a number of assumptions including the expected volatility, expected dividend yield, and the risk-free interest rate. Our expected volatility at the date of grant was based on the historical volatilities of our common stock and the companies included in the Index over the performance period.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the “Compensation Discussion and Analysis.” Based upon such review and discussion, the Compensation Committee recommended to our Board of Directors that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

The following table shows the total compensation earned by our Named Executive Officers during the years ended December 31, 2022, December 31, 2021, and December 31, 2020. Information is not included for Ms. Favre for the year ended December 31, 2020 as she was not a Named Executive Officer in such year: